Date: July 22, 2026

KMP / Board / Auditor Changes

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Auditor’s Report

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Other Operational / Legal / Strategic Disclosures

This document is a regulatory filing containing the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) of Eternal Limited, submitted to BSE Limited and National Stock Exchange of India Limited.

The Fair Disclosure Code has been adopted by the Board of Directors of Eternal Limited in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

Key Provisions of the Amended Code:

Overseeing and Coordinating Disclosure:

  • The Chief Investor Relations Officer (CIRO), who is the CFO of the Company, oversees the dissemination of information to analysts, investors, and research personnel.
  • The Compliance Officer (Company Secretary) oversees the disclosure of UPSI to the Stock Exchanges.
  • Authorized Spokespersons for communication with investors are the CEO, CFO, CIRO, and any other person authorized by the Board/CEO/CFO/CIRO.

Principles of Fair Disclosure & Preservation of UPSI:

  • Mandates prompt public disclosure of UPSI once a definitive decision to disclose has been taken.
  • Requires uniform and universal dissemination of UPSI to all stakeholders through Stock Exchanges to avoid selective disclosure.
  • UPSI is to be shared only on a 'need to know' basis for Legitimate Purposes, often requiring a Non-Disclosure Agreement.
  • Procedures for interactions with analysts and institutional investors stipulate that only generally available information should be provided. Unintentional disclosures of UPSI must be made public at the earliest.
  • Audio/video recordings and transcripts of quarterly earnings calls or other interactions must be posted on the company's website.
  • The Company is required to confirm, deny, or clarify any reported event or information in the Mainstream Media as per SEBI LODR regulations.

Enforcement:

  • Violations of the Fair Disclosure Code by a Designated Person may lead to penal action by the Company and disciplinary action including termination of employment.
  • Action by the Company does not preclude SEBI from initiating its own action for violations of the Regulations.

Annexure A - Mainstream Media List:

The code includes an extensive indicative list of news sources considered Mainstream Media, as per an Industry Standard Forum note. This list is to be used for verifying market rumours.

The list encompasses:

  • Indian national English dailies (e.g., Hindustan Times, Times of India, The Hindu).
  • Business/Financial dailies (e.g., Economic Times, Business Standard, Livemint).
  • Top regional dailies in languages including Bengali, Gujarati, Hindi, Kannada, Malayalam, Marathi, Punjabi, Odia, Tamil, Telugu, and Urdu.
  • Digital/Online news sources (e.g., Bloomberg, Moneycontrol, Reuters, PTI).
  • International media for top 100/250 listed entities, including sources from the USA, Singapore, and the UK (e.g., Wall Street Journal, Financial Times).
  • English and vernacular business news channels (e.g., CNBC TV18, ET Now, CNBC Awaaz).
  • Social media handles of the identified news sources are included, but social media platforms themselves (WhatsApp, X/Twitter, etc.) are explicitly excluded.

Schedule A - Policy for Determination of Legitimate Purpose:

  • Defines 'Legitimate Purpose' as sharing UPSI in the ordinary course of business with partners, lenders, advisors, etc., to perform a duty or discharge a legal obligation on a 'need to know' basis.
  • Provides an indicative list of circumstances deemed Legitimate Purpose, including obtaining regulatory approvals, credit facilities, legal advice, and for business consolidation and strategy.
  • Mandates that recipients of UPSI must execute confidentiality agreements and are considered Insiders.
  • Requires the maintenance of a Structured Digital Database (SDD) with an audit trail to record all instances of sharing UPSI, including the nature of information and details of persons involved. This SDD must be preserved for at least eight years.

Version History:

The document indicates the code was originally created in July 2021 (Version 1), updated in May 2023 (Version 2 for KMP definition), and again in August 2024 (Version 3).