Bonfiglioli Submits SEBI UPSI Policy to Exchanges

Content of Disclosure

The disclosure encloses and makes available the company's 'Code of Practices and Procedures for fair disclosure of unpublished price sensitive information and policy for determination of "Legitimate Purpose"'.

Policy Highlights

Principles of Fair Disclosure

• Prompt public disclosure of Unpublished Price Sensitive Information (UPSI) that would impact price discovery.
• The Company Secretary acts as the Chief Investor Relations Officer for disseminating information and UPSI, unless resolved otherwise by the Board.
• Uniform and universal dissemination of UPSI to avoid selective disclosure. If selective disclosure occurs, the Compliance Officer must promptly make it generally available via the stock exchanges.
• Appropriate and fair response to queries on news reports and verification of market rumours by regulatory authorities.
• Ensuring information shared with analysts is not UPSI.
• Developing best practices to publish transcripts of meetings with analysts on the official website.
• Handling all UPSI on a need-to-know basis.

Policy for Determination of "Legitimate Purpose"

• 'Legitimate purpose' is clarified to include sharing UPSI in the ordinary course of business with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals, or other advisors/consultants, provided it is not to evade the Regulations' prohibitions.
• The policy sets out principles for assessment, which is fact-specific for each case. Key factors include:
• Whether sharing is in the ordinary course of business.
• Whether it is to evade Regulations.
• Whether it is in the company's best interests or for a genuine commercial purpose.
• Whether it is required to discharge legal obligations.
• Whether the nature of the information is commensurate with the purpose.
• For multiple purposes, each will be evaluated on its own merits.

Obligations for Sharing UPSI

Before or at the time of sharing UPSI for a legitimate purpose, the recipient must be informed in writing or via a contractual agreement (e.g., NDA) that:

• The information is UPSI and the company is its exclusive owner.
• The recipient becomes an 'Insider' subject to SEBI PIT Regulations.
• The recipient must maintain confidentiality.
• The UPSI may only be used for the approved purpose.
• The recipient must provide a written undertaking not to trade while in possession of the UPSI.
• The recipient must extend all cooperation to the company.
• The recipient must adopt a code of conduct per Regulation 9 of SEBI PIT Regulations.

Database and Record Keeping

• The Compliance Officer is responsible for maintaining a structured digital database of all recipients of UPSI.
• The database must contain details including name, address, email, PAN (or other authorized identifier), and other necessary documents.
• This database must be preserved for not less than eight years after completion of the relevant transactions.
• If an investigation is initiated, the relevant information must be preserved until the completion of proceedings.

Availability

The full policy is available on the company's website at: https://www.bonfiglioli.in/Investor_Relations