Date: August 12, 2026

KMP / Board / Auditor Changes

Not Specified

Dividend Declaration or Non-Declaration

Not Specified

Board Meeting Outcomes

The Board of Directors at their meeting held on August 12, 2026 adopted the revised "Code of Conduct for Prevention of Insider Trading and Fair disclosure of Unpublished Price Sensitive Information" ("Insider Trading Code").

Financial Results

Not Specified

Disinvestment / Strategic Actions

Not Specified

Other Operational / Legal / Strategic Disclosures

Code of Fair Disclosure of Unpublished Price Sensitive Information

The revised Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) was approved and adopted by the Board, effective from January 01, 2023, superseding the earlier Code adopted on 15th March 2015.

Key provisions include:

  • Prompt disclosure of UPSI that would impact price discovery
  • Uniform and universal dissemination of UPSI to avoid selective disclosure
  • Company Secretary acts as Chief Investor Relations Officer for information dissemination
  • Appropriate response to queries on news reports and market rumors
  • Information shared with analysts must not be UPSI
  • Prior intimation of analyst meets and transcripts published on company website
  • UPSI handled on need-to-know basis
  • Maintenance of structured digital database of persons with whom UPSI is shared
  • Establishment of online IT portal for pre-clearance applications and trade reporting

Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders

Definitions

Comprehensive definitions provided for key terms including:

  • Legitimate Purpose: Sharing UPSI in ordinary course of business with partners, collaborators, lenders, customers, suppliers, etc.
  • Designated Persons: Includes employees based on role and access to UPSI, promoters, CEO and employees up to two levels below CEO, support staff with UPSI access
  • Unpublished Price Sensitive Information: Includes financial results, dividends, change in capital structure, M&A, changes in KMP, rating changes, fund raising, fraud/defaults, insolvency proceedings, regulatory actions, litigation outcomes
Trading Restrictions
  • Pre-clearance required for trades above ₹5 lakh or 5000 shares, whichever is lesser
  • Trades must be executed within 7 days of pre-clearance approval
  • No opposite transactions within 6 months of prior trade
  • No derivative positions in company shares
  • Contra trade profits subject to disgorgement
  • Trading window closed from end of each quarter until 48 hours after financial results declaration
Reporting Requirements
  • Initial disclosure of holdings by promoters/KMP/directors within 30 days of regulations taking effect
  • Continual disclosure required for transactions aggregating to traded value exceeding ₹10 lakhs per calendar quarter
  • Automated through System Driven Disclosures (SDD) mechanism
Penalties
  • Monetary penalty up to 300% of profits earned from non-compliant transactions
  • Disciplinary action including wage freeze, suspension, ineligibility for ESOPs
  • Warning letters or monetary penalties for violations with negligible quantitative benefit

Compliance Mechanisms

  • Structured digital database maintained with PAN or other identifiers for persons with UPSI access
  • Online IT Portal (PIT Disclosure Portal) established at https://pitcompliance.agcnetworks.com
  • Compliance Officer authorized to conduct inquiries on leak/suspected leak of UPSI
  • Annual review by Audit Committee of compliance with regulations

Forms and Undertakings

The document includes annexures with:

  • Application form for pre-dealing approval
  • Format of undertaking to accompany pre-clearance application
  • Format for disclosure of transactions
  • SEBI-compliant forms for disclosure of securities holdings and changes