1. Object and Philosophy

The Dividend Distribution Policy (“the policy”) establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividend by the Company as well as enable the Company strike balance between pay-out and retained earnings, in order to address future needs of the Company.

The objective of this Policy is to reward its shareholders by returning a portion of its profits after retaining sufficient funds for growth of the Company thus maximizing shareholders’ value.

The Policy set forth’s the broad principles for guiding the Board and the Management in matters concerning declaration and distribution of dividend, with a view to ensure fairness, transparency, sustainability and consistency in the decision for distributing profits to shareholders.

The Company believes that driving growth creates maximum shareholder value. Thus, the Company would first utilise its profits intr-alia for working capital requirements, capital expenditure to meet expansion needs, reducing debt from its books of accounts, earmarking reserves for growth opportunities and thereafter distributing the surplus profits in the form of dividend to the shareholders.

The Policy shall broadly specify the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized, etc.

2. Regulatory Framework

The Company shall declare dividend only after ensuring compliance with the requisite regulations and directions as stipulated under the provisions of the Companies Act, 2013 and rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, other SEBI regulations and any other regulations as may be applicable from time to time.

3. Parameters for declaration of Dividend

  1. Circumstances under which the shareholders of the Company may or may not expect dividend

    The Board will assess the Company’s financial requirements, including present and future organic and inorganic growth opportunities, government policies & regulations and other relevant factors (as mentioned elsewhere in this policy) and accordingly declare dividend in any financial year.

    The shareholders of the Company may not expect dividend in the following circumstances, subject to discretion of the Board of Directors:

    • In the event of inadequacy of profits or whenever the Company has incurred losses;
    • Significant cash flow requirements towards higher working capital requirements / tax demands / or others, adversely impacting free cash flows;
    • An impending / ongoing capital expenditure program or any acquisitions or investment in joint ventures requiring significant allocation of capital;
    • Allocation of cash required for buy-back of securities;
    • Proposed expansion plans, renovations and up-gradationsrequiring  higher capital allocation
    • Decision to undertake any acquisitions, amalgamation, merger, joint ventures, new product launches which requires significant capital outflow
    • Any of the internal or external factors restraining the Company from considering dividend.
  2. Financial Parameters And Other Internal And External Factors That Would Be Considered For Declaration Of Dividend:

    3. The Board will consider various parameters as mentioned below before arriving at a decision on declaration of dividend:

    • Current year’s Profit/ Inadequacy of profit
    • Accumulated reserves
    • Distributable surplus available as per the various Acts and Regulations
    • The Company’s liquidity position and future cash flow needs
    • Track record of Dividends distributed by the Company
    • Capital expenditure requirements considering the expansion and acquisition Opportunities
    • Cost and availability of alternative sources of financing
    • Funds requirement for contingencies and unforeseen events with financial implications
    • Capital market scenario
    • Shareholders expectations
    • Government Policies
    • Macro- economic conditions
    • Stipulations/ Covenants of loan agreements
    • Prevailing Taxation Policy or any amendments expected thereof, with respect to dividend distribution
    • Pay-out ratios considering probabilities of its consistency in coming time
    • Any other relevant factors that the Board may deem fit to consider before declaring Dividend.
  3. Utilization of Retained Earnings

    4. Retained earnings shall be utilized in accordance with prevailing regulatory requirements, creating reserves for specific objectives, fortifying the balance sheet against contingencies, generating higher returns for shareholders through reinvestment of profits for future growth and expansion and any other specific purpose as approved by the Board of Directors of the Company. The Company shall endeavor to utilize retained earnings in a manner that shall be beneficial to both, the interests of the Company and its stakeholders.

  4. Parameters to be adopted with regard to various classes of shares

    5. Since the Company has issued only one class of equity shares with equal voting rights, all the members of the Company are entitled to receive the same amount of dividend per share. The Policy shall be suitably revisited at the time of issue of any new class of shares depending upon the nature and guidelines thereof.

4. Policy review and amendments

The Board may review, amend, abrogate, modify or revise any or all provisions of this Policy from time to time. However, amendments in the Act or in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be deemed to be incorporated in this Policy and shall be binding.