V M AND SONS JEWELLERS LIMITED

REGISTERED OFFICE: 12/14, 2nd Floor, Attarwala Building Mirza Street, Zaveri bazar, Mandvi, Mumbai City, Mumbai, Maharashtra, India, 400003

TEL NO: + 91-22-61832977

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EMAIL: mehtavinod19@gmail.com

DETERMINATION OF MATERIALITY OF EVENTS / INFORMATION POLICY

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❖ BACKGROUND

V M AND SONS JEWELLERS LIMITED (“the Company”) is committed to being open and transparent with all stakeholders and in disseminating information in a fair and timely manner.

Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations or SEBI LODR Regulation, 2015”) requires every listed company to formulate and put in place a policy on determination of materiality of events / information that requires appropriate disclosure to the stock exchanges. Further such disclosures are required to be hosted on the website of the listed entity for a minimum period of 5 years and thereafter as per its Archival Policy.

In compliance of the above Regulations, the Board of V M AND SONS JEWELLERS LIMITED (“Company”) has adopted the following policy on determination of materiality of events / information (“Policy”).

❖ EFFECTIVE DATE

The Policy shall come into force with effect from the date of listing of the equity shares of V M AND SONS JEWELLERS LIMITED (the “Company”) on SME Platform of NSE Limited (“NSE SME”).

❖ APPLICABILITY

This Policy applies to:

➢ Events specified in Para A of Part A of Schedule III of the SEBI LODR Regulations, 2015;

➢ Events specified in Para B of Part A of Schedule III based on the application of guidelines of materiality specified in this Policy; and

➢ Events in the opinion of the Board of the Company which satisfy the materiality criteria, and are not covered in aforesaid Para-A and Para-B.

❖ OBJECTIVE

This Policy has been framed with the objective of providing adequate and appropriate disclosures that are consistent with the facts of the material events. The current Policy mechanisms provide for:

➢ The procedure determining the materiality of the events/information,

➢ The procedure governing the disclosure of the events that are deemed to be material;

➢ The time frame within which such information is to be disclosed.

➢ To ensure that the Company complies with the disclosure obligations to which it will be subject to as a publicly-traded company as laid down by the Listing Regulations, various Securities Laws and any other legislations (In India or Overseas).

➢ To ensure that the information disclosed by the Company is timely and transparent.

➢ To ensure that corporate documents and public statements are accurate and do not contain any misrepresentation.

➢ To protect the confidentiality of Material / Price sensitive information within the context of the Company’s disclosure obligations.

➢ To provide a framework that supports and fosters confidence in the quality and integrity of information released by the Company.

➢ To ensure uniformity in the Company’s approach to disclosures, raise awareness and reduce the risk of selective disclosures.

❖ DEFINITIONS

“Act” means the Companies Act, 2013, rules framed there under and any amendments thereto

“Board of Directors” or “Board” means collective body of directors of the company or its committee

“Company”, “This Company”, “The Company” wherever occurs in the policy shall mean V M AND SONS JEWELLERSLIMITED.

“Compliance Officer” means the Company Secretary of the Company

“Listing Regulations” mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any modifications, clarifications, circulars or re-enactment thereof.

“Material Event” or “Material Information” shall mean such event or information as set out in the Annexure A or Annexure B, as may be determined in terms of the Policy. In the Policy, the words, “material” and “materiality” shall be construed accordingly

“Schedule III” means Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

“Unpublished Price Sensitive Information” means any information, relating to Company or its Securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the Securities and shall, ordinarily including but not restricted to, information relating to the following: -

1. Financial results;

2. Dividends;

3. Change in capital structure;

4. Mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;

5. Changes in Key Managerial Personnel (KMP);

Any other event as may be determined by the Company/ the Compliance Officer which is likely to materially affect the price of the Securities of the Company.

The words and expressions used but not defined in this Policy, but defined in the SEBI Act, 1992; Companies Act, 2013; the Securities Contracts (Regulation) Act, 1956; the Depositories Act, 1996 and other applicable laws, and/or the rules and regulations made there under shall have the same meaning as respectively assigned to them in such Acts or rules or regulations or any statutory modification or re-enactment thereto, as the case may be.

❖ GUIDELINES FOR DETERMINING MATERIALITY OF EVENTS AND/ OR INFORMATION

Materiality will be determined on a case-to-case basis depending on the facts and the circumstances pertaining to the event or information. The same shall be considered as Material, if it meets the following criteria:

QUALITATIVE CRITERIA:

(a) the event or information is in any manner unpublished price sensitive information;

(b) the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly;

(c) 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; and

(d) any other event/information which is considered as being material in the opinion of the Board of Directors of the Company.

QUANTITATIVE CRITERIA would be calculated based on audited financial statements of last audited financial year and would mean event / information where the value involved or the impact exceeds 10%of PAT.

❖ GUIDANCE ON OCCURRENCE OF EVENT / AVAILABILITY OF INFORMATION

1. The timing of occurrence of an event and/or availability of information has to be decided on a case-to-case basis.

2. In case of natural calamities, disruptions etc. the events/ information can be said to have occurred when the Company becomes aware of the information.

3. In matters which would depend on the stage of discussion, negotiation or approval, the events/information can be said to have occurred upon receipt of approval by the Board of Directors or after receipt of approval of the Board of Directors and shareholders, as the case may be.

❖ DISCLOSURE OF EVENTS AND/OR INFORMATION

1. Disclosure of events enumerated in item number 4 of Annexure 2 relating to “Outcome of meetings of the Board of Directors” shall be made within thirty minutes of the closure of the Board Meeting at which such events were considered or discussed. The intimation of outcome of meeting of the Board of Director shall also contain the time of commencement and conclusion of the Meeting.

2. All other events mentioned in Annexure 1 and Annexure 2 shall be disclosed as soon as reasonably possible and not later than twenty-four hours from the occurrence of event or information. The Company shall explain to the Stock Exchanges any delay in such disclosure beyond twenty-fourhours of the occurrence of the event or information.

3. The disclosure of events/information of price sensitive nature (such as decision on declaration of dividend) shall be made on receipt of approval of the event by the Board of Directors pending the shareholder’s approval.

4. The Company shall ensure that the updated disclosure with respect to the material event / information is made to the stock exchanges on a regular basis till such time the event / information is resolved / closed, with relevant explanation.

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

❖ AUTHORITY OF KEY MANAGERIAL PERSONNEL

The Managing Director, the Chief Financial Officer and the Company Secretary (Authorized Persons) have been authorized to determine the materiality of an event or information and to make appropriate disclosure on a timely basis

The authority for determining materiality of an information/event lies with the majority of the following members:

NAME - DESIGNATION - EMAIL ID - CONTACT NO

Vinod Lalchand Mehta - Chairperson - vinod.m@vmandsons.com - 9820152590

Lavish Parasmal Bhandari - CEO - lavish.b@vmandsons.com - 9867427014

Harsh Vasant Ranka - CFO - harsh.r@vmandsons.com - 7977451072

Jayantailal Bastimal Jain - Head of Sales - jayantilal.j@vmansons.com - 9321024718

Sanjay Kumar Prajapati - Head of Factory Operations - sanjay.p@vmandsons.com - 9833382011

Babulal Jain - Head of HR & Admin - babulal.j@vmandsons.com - 9821037450

The Authorized Persons are also empowered to seek appropriate counsel or guidance, as and when necessary, from other internal or external stakeholders as they may deem fit.

The Authorized Persons will then ascertain the materiality of such event(s) or information based on the above guidelines. On completion of the assessment, the Authorized Persons shall make appropriate disclosure(s) to the Stock Exchange and on the website of the Company.

❖ POLICY REVIEW

This Policy is framed based on the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as notified on September 2, 2015. In case of any subsequent amendments to the Regulations which make any of the provisions in the Policy inconsistent, the provisions of the Regulations shall prevail.

The Policy shall be reviewed by the Audit Committee and on recommendations shall be modified by the Board so as to align the same with the amendments or to incorporate the changes as may be felt appropriate by the Audit Committee.

The list of events in Annexure, as it stands today may be updated, from time to time, by authorized persons, to reflect any changes to the Regulations and the updated version be issued and published as necessary, without any requirement for approval from the Audit Committee or the Board

❖ WEBSITE

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 (5) years and thereafter as per the archival policy of the Company.

After completion of the minimum period of five years or such other period as prescribed by the Regulations and/or Securities Laws the events or information shall be archived by the Company for a further period of two years. Thereafter such events or information may cease to be displayed on the website of the Company. The Company shall also make disclosure of events / information as may be specified by the Securities and Exchange Board of India from to time.

This Policy is approved by the Board of Directors at their meeting held on 18/03/2025.

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ANNEXURE 1

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 line(s) of business, 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. Frauds/ 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.

13. Any other information / event viz. major development that is likely to affect the 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 securities holders of the Company to appraise its position and to avoid the establishment of a false market in the securities of the Company.

14. Occurrence of any event or availability of information which is not specified pursuant to the Regulation 30 of the Listing Regulations, but which may have material effect on the Company.

ANNEXURE II

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 listed entity or any other restructuring.

Explanation - For the purpose of this sub-para, the word '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 listed entity 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 made under sub-clause (a) of clause (ii) of the Explanation to this sub para 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 Rating(s).

4. Outcome of Meetings of the board of directors: The listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the 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 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 72 capitalizations 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 to subscribe to;

g) short particulars of any other alterations of capital, including calls;

h) financial results;

i) decision on voluntary delisting by the listed entity 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 listed entity), 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 listed entity 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.

(7A) In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed to the stock exchanges as soon as possible but not later than twenty - four hours of receipt of such reasons from the auditor.

(7B) Resignation of independent director including reasons for resignation: In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities:

i. The letter of resignation along with detailed reasons for the resignation as given by the said director

(ia) Names of listed entities in which the resigning director holds directorships, indicating the category of directorship and membership of board committees, if any.

ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there are no other material reasonsother than those provided.

iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to the stock exchanges along with the disclosures as specified in sub-clause.

8. Appointment or discontinuation of share transfer agent.

9. Corporate debt restructuring.

10. One time settlement with a bank.

11. Reference to BIFR and winding-up petition filed by any party / creditors.

12. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity.

13. Proceedings of Annual and extraordinary general meetings of the listed entity.

14. Amendments to memorandum and articles of association of listed entity, in brief.

15. (a) Schedule of analysts or institutional investors meet and presentations made by the listed entity 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:

16. 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 listed entities:

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 listed entity along with comments of the management, if any.