Introduction

The Board of Directors of JUVENOR HEALTHCARE PRIVATE LIMITED has adopted the following policy and procedures with regard to determination of Material Subsidiaries as defined below. The Board may review and amend this policy from time to time.

Objective

This Policy will be used to determine the Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries, if any as per the Companies Act, 2023 or Listing Regulations or any other statutory enactments, rules.

Definitions

• Audit Committee: Audit Committee constituted by the Board of Directors of the Company, from time to time, under provisions of the SEBI (LODR) Regulations, 2015.
• Board of Directors: The Board of Directors of JUVENOR HEALTHCARE PRIVATE LIMITED as constituted from time to time.
• Independent Director: A Director of the Company, not being a whole time director and who is neither a promoter nor belongs to the promoter group of the Company and who satisfies other criteria for independence under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
• Subsidiary: A subsidiary as defined under the Act and Rules made thereunder.
• Material Subsidiary: A subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

Provisions with Regard to Material Subsidiary Companies

The Chief Financial Officer of the Company will be responsible for monitoring and determining which of the Subsidiaries falls within the definition of Material Subsidiary. Monitoring of investments made by the Company in the Subsidiaries for the purpose of determining the Materiality of the Subsidiary shall be done whenever such an investment is made.

Policy

A subsidiary shall be considered as Material if the investment of the Company in the subsidiary exceeds twenty per cent of its consolidated net worth as per the audited balance sheet of the previous financial year or the subsidiary has generated twenty per cent of the consolidated income of the Company during the previous financial year.

Material Non Listed Indian Subsidiary shall mean a Subsidiary which is incorporated in India and is not listed on the Indian Stock Exchanges and whose; net worth exceeds 20% of the consolidated net worth of the Company as per the audited balance sheet of the previous financial year; or Income exceeds 20% of the consolidated income of the Company as per the audited balance sheet of the previous financial year.

Disclosure

The policy for determining material subsidiaries is to be disclosed in the annual report and also on the company website at juvenorhealthcare.com.