Date: October 03, 2026
Board Meeting Outcomes
The Board of Directors of Karamtara Engineering Limited approved and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Code") under Regulation 8(1) of the SEBI PIT Regulations. The code was formulated pursuant to regulations 3(2A) and 8(1) read with Schedule A of the SEBI PIT Regulations.
Code Purpose and Scope
The Policy seeks to establish a framework to: (a) preserve confidentiality of Unpublished Price Sensitive Information ("UPSI") and prevent its misuse; and (b) facilitate fair disclosure of all UPSI on a non-discriminatory basis to enable fair price discovery of the company's securities.
Key Definitions
UPSI means any information relating to the Company or its securities that is not generally available, which upon becoming generally available is likely to materially affect the market price of securities. UPSI includes but is not restricted to: (i) financial results; (ii) dividends; (iii) changes in capital structure; (iv) mergers/demergers/acquisition/delisting/disposal/business expansion transactions; (v) changes in key managerial personnel; and (vi) any information labeled as UPSI by the CIRO.
Chief Investor Relation Officer (CIRO) means the company secretary designated by the Board to deal with dissemination and disclosure of UPSI.
Prevention of UPSI Leakage
Employees and directors of the Company and its subsidiaries shall: not discuss or disclose UPSI in public places; not carry, read or discard UPSI in exposed manner in public; not share UPSI except for legitimate purposes; and ensure authorized UPSI sharing occurs through secure channels (email, hard copy with acknowledgement, or secure electronic mode).
Sharing of UPSI for Legitimate Purposes
UPSI can be shared only on a 'need-to-know basis' for legitimate purposes, performance of duties, or discharge of legal obligations, after taking consent of the CIRO and confirming recipient details are entered in the Structured Digital Database (SDD).
Legitimate purposes include: sharing in ordinary course of business with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals; sharing pursuant to investigation by statutory authorities; sharing during proceedings before judicial bodies; compliance with applicable laws; business requirements including promoting business strategies; sharing with persons involved in disclosure processes under SEBI LODR Regulations.
Special Provisions for KEL Shareholder and Affiliates
The Company shall furnish to the KEL Shareholder and/or its Affiliates the following information on need-to-know basis: information necessary for financial or other support; information required for transactions with KEL Shareholder/Affiliates; information required for tax filings, consolidated accounts, financial statements, or regulatory compliance including stock exchange requirements and SOX compliance; information required for advice or consultation; other permitted information; and other reasonably requested information.
The Company shall undertake audits as required by KEL Shareholder/Affiliates for regulatory compliance and provide audit reports to them.
Structured Digital Database Requirements
The Board shall maintain a structured digital database containing: nature of UPSI, names of persons who shared UPSI, names of persons with whom UPSI was shared, along with their PAN or other identifier. The SDD shall not be outsourced and shall be maintained with adequate internal controls including time stamping and audit trails to ensure non-tampering.
The SDD shall be preserved for not less than 8 years after completion of relevant transactions, and until completion of any investigation or enforcement proceedings if notified by the Board.
Principles of Fair Disclosure
The Company shall: make prompt public disclosure of UPSI impacting price discovery; ensure uniform and universal disclosure avoiding selective disclosure; promptly disseminate any selectively disclosed UPSI; provide appropriate response to queries on news reports and market rumors; ensure information shared with analysts is not UPSI; develop best practices for making transcripts of investor meetings available on company website; and deal with potential UPSI only on 'need to know' basis.
Publication and Amendment
The Board shall publish the Policy on the Company's website and promptly intimate the Policy and amendments to stock exchanges. The Policy is subject to review and revision by the Board, and in case of conflict with applicable law, the law shall prevail.
Compliance Officer Details
Manoj Kumar Srivastava, Vice President - Legal, Company Secretary & Compliance Officer (FCS-7460) signed the disclosure.