Date: August 14, 2026

Key Managerial Personnel Designation

The Company Secretary serves as the Compliance Officer under the Insider Trading Regulations. In absence of the Company Secretary, the board may authorize another officer to discharge these duties.

Chirag Bharat Bagadia, Company Secretary, Compliance Officer and Head Legal (Membership No.: A21579), signed and submitted the disclosure to both BSE Limited and National Stock Exchange of India Limited.

Unpublished Price Sensitive Information (UPSI) Definition

The Code defines UPSI as any information relating to the company or its securities that is not generally available and would likely materially affect security prices if disclosed, including but not limited to:

  • Financial results/statements
  • Dividends
  • Change in capital structure
  • Mergers, demergers, acquisitions, delisting, disposals, business expansion
  • Changes in Key Managerial Personnel (other than superannuation/end of term)
  • Resignation of Statutory Auditor or Secretarial Auditor
  • Change in ratings (excluding ESG ratings)
  • Fund raising proposals
  • Agreements impacting management or control of the company
  • Fraud or defaults by company, promoters, directors, KMPs, or subsidiaries
  • Arrest of key managerial personnel, promoter or director
  • Resolution plans/restructuring/one-time settlements for loans/borrowings
  • Winding-up petitions or insolvency proceedings under IBC 2016
  • Initiation of forensic audits and receipt of final reports
  • Regulatory, statutory, enforcement or judicial actions against the company
  • Outcome of litigations or disputes impacting the company
  • Granting guarantees/indemnities/sureties for third parties not in normal course
  • Granting, withdrawal, surrender, cancellation or suspension of key licenses
  • Other information deemed UPSI by the Board or required by regulations

UPSI Handling Procedures

  • UPSI must be promptly disclosed when credible and concrete information emerges
  • Disclosure must be uniform and universally disseminated to avoid selective disclosure
  • If UPSI is disclosed selectively, prompt steps must be taken to make it generally available

Chief Investor Relations Officer (CIRO)

  • The Chief Financial Officer or other senior official nominated by the board serves as CIRO
  • CIRO is responsible for dissemination of information, disclosure of UPSI, and responding to queries on news reports and market rumor verification requests
  • In CIRO's temporary absence, the board will nominate another official

General Obligations for UPSI Preservation and Disclosure

  • All UPSI handled on need-to-know basis according to Insider Trading Regulations and Policy for Determination of Legitimate Purpose
  • UPSI disseminated continuously and timely to stock exchanges in accordance with applicable law
  • UPSI may be supplemented by updates on company website and other public disclosure modes
  • CIRO must consult officials to ensure correctness and credibility of UPSI before disclosure
  • CIRO authorizes disclosure through: (1) intimation to stock exchanges, (2) official website, (3) other methods ensuring uniform dissemination
  • All stock exchange communications must be approved by CIRO and communicated through appropriate personnel
  • CIRO oversees UPSI content posted on company website
  • Social media platforms cannot be used for UPSI disclosure (considered selective disclosure)
  • Information disclosure normally requires prior CIRO approval except for legitimate purposes

Information Sharing with Analysts and Research Personnel

  • Information shared with analysts must not be UPSI or must be simultaneously made public
  • CIRO to develop best practices for making transcripts/records of analyst meetings available on official website

Responding to Market Rumors

  • CIRO ensures appropriate and fair responses to queries on news reports and market rumor verification requests
  • Replies to one stock exchange must be copied to other exchange(s) where securities are listed

Policy Review and Amendments

  • Board reserves power to review and amend the Code
  • Provisions subject to revision/amendment according to applicable laws
  • Amendments must be notified to stock exchanges where securities are listed
  • Regulatory amendments, clarifications, or circulars prevail over Code provisions if inconsistent

Legitimate Purpose Sharing

UPSI can be shared by Insiders for Legitimate purposes as per the "Policy for Determination of Legitimate Purposes" (Annexure A), provided such sharing is not to evade or circumvent regulatory prohibitions.

Digital Database Requirements

  • Structured digital database must be maintained containing nature of UPSI and names of persons/entities with whom information is shared
  • Database must include PAN or other authorized identifier where PAN not available
  • Database must have adequate internal controls and checks including time stamping and audit trails
  • Database must be preserved for at least eight years after completion of relevant transactions

Legitimate Purpose Determination (Annexure A)

Sharing of UPSI considered to be in furtherance of Legitimate Purpose includes sharing with:

  • Regulators, judicial or quasi-judicial bodies, governmental authorities as required by law
  • Directors, partners, collaborators, lenders, customers, suppliers
  • Merchant bankers, legal advisors, accountants, auditors, advisors, consultants
  • Insolvency professionals, shared service providers, service providers
  • Debenture trustees, security trustees for lenders, depositories, custodians
  • IT tools/system providers/facilitators
  • Any other person determined by Compliance Officer to have Legitimate Purpose

Additional instances considered Legitimate Purpose:

  • Director sharing with nominating shareholder, personal office staff, or advisors
  • Sharing between Designated Persons including promoter and promoter group and their immediate relatives
  • Sharing with advisors/consultants for sale of securities/assets of company/subsidiaries
  • Pursuant to statutory, legal or contractual obligations
  • For acquiring new business, company, or entity
  • Arising from business requirements, promotional activities, business strategies, or customary disclosure obligations

Recipient Obligations

When sharing UPSI, the company must inform recipients by written intimation/contractual agreement that:

  • The information being shared is UPSI
  • Upon receipt, the recipient becomes an Insider subject to Insider Trading Regulations
  • Recipient must maintain confidentiality of UPSI
  • Recipient may use UPSI only for approved purposes
  • Recipient must extend all cooperation to the company as reasonably required

Not Specified: Financial Results, Dividend Declaration, Board Meeting Outcomes, Auditor's Report, Disinvestment/Strategic Actions, Media Release/Investor Communication, Other Operational/Legal/Strategic Disclosures