Mahindra EPC Irrigation Limited has amended its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). The amendment was approved by the Board of Directors at its meeting held on October 15, 2026.

The disclosure is made pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). The amended code has been submitted to the National Stock Exchange of India Limited and BSE Limited in accordance with Regulation 8(2) of the SEBI PIT Regulations.

Key Provisions of the Amended Code:

Background and Purpose:

  • The code is based on principles of fair disclosure outlined in SEBI PIT Regulations, specifically Regulation 8 read with Schedule A
  • Purpose is to ensure prompt, timely and adequate disclosure of UPSI through consistent, transparent procedures

Definition of UPSI:

  • Includes information relating to: financial results; dividends; change in capital structure; mergers, de-mergers, acquisitions; changes in key managerial personnel; change in ratings; fund raising; agreements impacting management or control; fraud or defaults; resolution plans/restructuring; insolvency proceedings; forensic audits; regulatory actions; litigation outcomes; guarantees not in normal course; licensing changes

Principles of Fair Disclosure:

  • Prompt public disclosure of credible and concrete UPSI
  • Uniform and universal dissemination to avoid selective disclosure
  • Designation of Company Secretary or senior officer as Chief Investor Relations Officer (CIRO)
  • Response to queries on news reports and verification of market rumors within 24 hours when required
  • Information shared with analysts must not be UPSI
  • Handling all UPSI on need-to-know basis

Oversight and Coordination:

  • CIRO responsible for ensuring timely, adequate, uniform dissemination of UPSI
  • CIRO oversees continuous disclosure requirements and educates employees on disclosure policies
  • Accidental disclosures without CIRO approval must be reported immediately for prompt public dissemination

Market Rumors Response:

  • Company generally won't respond to market rumors unless required by law or to prevent false market
  • CIRO decides on public announcements for rumor verification/denial
  • For top 100 listed entities (from June 1, 2024) and top 250 (from December 1, 2024), specific rumor verification requirements apply as per SEBI circular dated January 25, 2024

Policy for Legitimate Purpose:

  • Defines legitimate purposes for sharing UPSI including: ordinary course of business with designated persons, partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals, consultants, credit rating agencies, bankers
  • Recipients of UPSI must maintain confidentiality, not trade while possessing UPSI, and use information only for legitimate purpose
  • Company maintains structured digital database of persons with whom UPSI is shared, preserved for at least 8 years

Implementation:

  • The code has been uploaded to the company's website at www.mahindrairrigation.com
  • Signed by Madhvendra Pratap Singh, Company Secretary and Compliance Officer (Membership No.: A60444)

Financial Impact

No specific financial impact quantified in the disclosure. This is a procedural and compliance update related to information disclosure practices.