Date: August 26, 2026

KMP / Board / Auditor Changes

Not Specified

Dividend Declaration or Non-Declaration

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Board Meeting Outcomes

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Financial Results (Standalone & Consolidated)

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Auditor’s Report

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Disinvestment / Strategic Actions

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Other Operational / Legal / Strategic Disclosures

This document is a comprehensive regulatory filing intimating the adoption of a "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons" and a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" as required under SEBI's Prohibition of Insider Trading (PIT) Regulations, 2015.

The code is adopted pursuant to Regulation 9(1) of the SEBI PIT Regulations and is effective immediately from the listing of the company's equity shares. It applies to a wide range of "Designated Persons," including promoters, directors, key managerial personnel (KMP), senior management, employees up to two levels below the MD, operational heads, support staff with access to UPSI, and their immediate relatives.

Key Provisions of the Code:

  • Responsibilities of the Compliance Officer: The Compliance Officer (identified as Ishu Jain, Company Secretary) is responsible for setting policies, monitoring adherence, pre-clearing trades, obtaining disclosures, and maintaining records. They must report to the Board/ Audit Committee at least once a financial year.
  • Handling of UPSI: Strict restrictions are placed on the communication and procurement of UPSI, permitting it only for "legitimate purposes" as defined in Annexure A (e.g., professional advice, regulatory proceedings, business arrangements).
  • Internal Control Systems: The MD/CEO must establish systems to identify UPSI and designated persons, maintain confidentiality agreements, and ensure periodic reviews. The Audit Committee must review compliance annually.
  • Preservation of UPSI: A "Chinese Wall" policy is mandated to physically and systematically separate "insider areas" from "public areas" to prevent misuse of information.
  • Trading Plans: Insiders may formulate pre-approved, irrevocable trading plans with specific parameters (value/number of securities, nature of trade, time window, optional price limits). These plans must be publicly disclosed and cannot be commenced if the insider possesses UPSI.
  • Trading Window: The trading window shall be closed during specific events like the declaration of financial results, dividends, change in capital structure, M&A, change in KMP, and any other period determined by the Compliance Officer. It reopens no earlier than 48 hours after the information becomes generally available.
  • Pre-clearance of Trades: Designated Persons and their immediate relatives must obtain pre-clearance from the Compliance Officer for trades exceeding ₹10,00,000 in value per calendar quarter. Trades must be executed within 7 trading days of approval. Contra trades (opposite trade within 6 months) are prohibited, with profits from such trades liable to be disgorged.
  • Reporting Requirements: Extensive and continual disclosure requirements are mandated for promoters, promoter groups, directors, KMPs, and designated persons, including:
  • Initial disclosure of holdings upon appointment/becoming a promoter.
  • Continual disclosure of trades aggregating to over ₹10,00,000 in value within 2 trading days.
  • Annual disclosure of names, PANs, and contact details of immediate relatives and persons with whom a "material financial relationship" exists.
  • Monthly and annual statements of securities transactions and holdings.
  • Structured Digital Database: The Board/MD/CEO must maintain a structured digital database of all UPSI, detailing the nature of information and the names/PANs of persons who shared or received it. This database must be preserved for at least 8 years with internal controls like time-stamping.
  • Penalties for Contravention: Violations of the code may lead to disciplinary action by the company, including termination of employment, and are also subject to action under the SEBI Act, 1992.
  • Informer Protection: The code includes provisions to protect informants from retaliation and outlines the process for inquiring into suspected leaks of UPSI, which may involve external investigators and reporting to the Audit Committee.

The enclosed "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" outlines principles for fair disclosure, including avoiding selective disclosure, appointing a Chief Investor Relations Officer, and publishing meeting proceedings on the company's website (www.gajacapital.com/investorrelation).