Black Box Limited Revises Insider Trading Code

Date: August 12, 2026

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Board of Directors meeting held on August 12, 2026 adopted revised "Code of Conduct for Prevention of Insider Trading and Fair disclosure of Unpublished Price Sensitive Information" ("Insider Trading Code")
The revised code supersedes the earlier code and is effective from August 12, 2026

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Company Secretary acts as Chief Investor Relations Officer for dissemination of information and UPSI disclosure
Requires prompt disclosure of UPSI that would impact price discovery
Mandates uniform dissemination of UPSI to avoid selective disclosure
Requires 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 must be published on company website
All UPSI handled on need-to-know basis
Persons receiving UPSI for legitimate purposes are considered insiders and served confidentiality notices
Maintains structured digital database of persons/entities with whom UPSI is shared, including PAN or other identifiers
Established online IT portal for pre-clearance applications and trade reporting
Adopted policies for inquiry in case of leak or suspected leak of UPSI

Designated Persons include: employees designated based on role/access to UPSI, employees of material subsidiaries, all promoters, CEO and employees up to two levels below CEO, support staff with UPSI access
Unpublished Price Sensitive Information (UPSI) includes: financial results, dividends, change in capital structure, M&A activities, changes in key managerial personnel, rating changes, fund raising, agreements impacting management/control, fraud/defaults, resolution plans, insolvency proceedings, forensic audits, regulatory actions, litigation outcomes, guarantees, license changes

Insiders may formulate trading plans presented to Compliance Officer for approval
Trading cannot commence earlier than 120 calendar days from public disclosure
Must set parameters: value/number of securities, nature of trade, specific date/period (≤5 consecutive trading days), price limits (±20% of previous closing price)
Compliance Officer must review and approve within two trading days
Trading window norms not applicable for trades under approved plan
Plan is irrevocable except due to permanent incapacity, bankruptcy, or operation of law

Trading window closed from end of every quarter until 48 hours after declaration of financial results
Designated Persons and immediate relatives cannot trade during closed window
ESOP exercise allowed during closed window, but sale of allotted shares prohibited
Pre-clearance required for trades ≥5,000 shares or ≥₹5 lakhs market value, whichever is lesser
Trades must be executed within 7 days of pre-clearance approval
Opposite transactions prohibited within 6 months (excluding stock option exercises)
Primary market subscriptions require 30-day holding period

Promoters/KMPs/Directors must disclose holdings within 30 days of regulations taking effect
New appointees must disclose holdings within 7 days of appointment
Continual disclosure required for trades aggregating >₹10 lakhs value per calendar quarter within 2 trading days
Automated through System Driven Disclosures (SDD) mechanism

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