Date: 7th November, 2026

Board Meeting Outcomes

The Board of Directors of Finolex Cables Limited at its meeting held on November 07, 2026 considered and approved amendment in Company's Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code of conduct").

The amended Code of Conduct is effective from November 7, 2026, replacing the previous versions approved on May 12, 2015, and amended on May 26, 2023, August 10, 2024, and November 11, 2025.

Code of Conduct Amendments Summary

Preamble and Applicability

The Code is framed to regulate, monitor and report Trading by Insiders and prevent misuse of Unpublished Price Sensitive Information (UPSI) by Insiders and Connected Persons. It applies to all Designated Persons and their Relative and Immediate Relatives, and to all Insiders and Connected Persons with contractual or fiduciary relationships with the Company.

Key Definitions Updated

  • Connected Person: Expanded definition including various categories of persons associated with the Company
  • Designated Persons: Includes promoters, directors, KMPs, employees up to two levels below CEO, support staff in sensitive departments
  • Immediate Relative: Spouse, parent, sibling, child who are financially dependent or consult on trading decisions
  • UPSI: Comprehensive list including financial results, dividends, M&A, KMP changes, rating changes, frauds, defaults, legal proceedings, etc.
  • Trading: Includes subscribing, buying, selling, dealing in Securities

Institutional Mechanism for Prevention

  • Managing Director/CEO must put internal controls for UPSI identification and confidentiality
  • Audit Committee to review compliance at least once annually
  • Company has Policy for Inquiry in case of Leak or Suspected Leak of UPSI
  • Employees can report leaks through Vigil Mechanism/Whistle Blower Policy

Compliance Officer Responsibilities

  • Reports to Board and Chairman of Audit Committee at least annually
  • Maintains updated list of Designated Persons, records of disclosures, pre-clearance applications
  • Approves Trading Plans and pre-clearance applications
  • Maintains Structured Digital Database (SDD) with UPSI sharing records

Trading Plan Provisions

  • Insiders can formulate Trading Plans with specific parameters
  • Plans must not commence trading earlier than 120 days from public disclosure
  • Compliance Officer must approve/reject within 2 trading days
  • Trading Plans are irrevocable except under specific circumstances

Pre-clearance Requirements

  • Designated Persons must obtain pre-clearance for trades exceeding 100 securities or ₹1,00,000 value
  • Trades must be executed within 7 trading days of approval
  • Reports must be submitted within 2 trading days of execution

Contra Trade Restrictions

  • No contra trade (opposite transaction) within 6 months of prior transaction
  • Profits from contra trades subject to disgorgement to SEBI

Trading Window Restrictions

  • Closed when Compliance Officer determines Designated Persons may possess UPSI
  • For financial results, closed from quarter end until 48 hours after results declaration
  • Special event-based closures for specific UPSI events

Disclosure Requirements

  • Initial disclosures by KMPs, Directors, Promoters within 7 days of appointment
  • Annual disclosures by Designated Persons within 30 days of financial year end
  • Continual disclosures for trades aggregating over ₹10,00,000 per quarter
  • Company must notify exchanges within 2 trading days of receiving disclosures

Penalty Structure

Detailed penalty structure for various violations including:

  • Not obtaining pre-clearance: warnings progressing to fines up to 10% of transaction value
  • Delay in reporting: warnings progressing to fines up to ₹2,000 per day
  • Trading during closure period: warnings progressing to fines up to 20% of transaction value
  • Contra trades: disgorgement of profits plus fines
  • All fines remitted to SEBI's Investor Protection and Education Fund

Applicability to Group Companies

The Code applies to:

1. Finolex J-Power Systems Limited (Joint Venture Company)

2. Orbit Electricals Private Limited (Shareholder & Promoter Group Company)