Date: May 29, 2026

KMP / Board / Auditor Changes

Not Specified

Dividend Declaration or Non-Declaration

Not Specified

Board Meeting Outcomes

The Board of Directors of Munjal Showa Limited approved the amended copy of Code of Conduct for Fair Disclosure of UPSI and Code of Conduct to Regulate, Monitor and Report Trading by Insiders at its meeting held on May 29, 2026.

Financial Results

Not Specified

Disinvestment / Strategic Actions

Not Specified

Other Operational / Legal / Strategic Disclosures

The document contains a comprehensive Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders, effective from May 29, 2026.

Key Policy Provisions:

  • Definitions: Extensive definitions of key terms including Act, Board, Code, Company, Compliance Officer, Connected Person, Dealing in Securities, Designated Persons, Director, Employee, Generally available Information, Immediate Relative, Insider, Key Managerial Person, Promoter, Securities, Stock Exchange, Takeover regulations, Trading, Trading Day, and unpublished price sensitive information.
  • Designated Persons: Includes all Directors; Key Managerial Personnel (KMP's); Designated Employees; Promoters/Promoter Group; persons in contractual, fiduciary or advisory relationship with the Company; other persons as designated by the Board; and immediate relatives of all above.
  • Trading Window: Trading restriction period applies from the end of every quarter till 48 hours after the declaration of financial results. Designated Persons and their immediate relatives cannot trade when the trading window is closed.
  • Pre-clearance of Trades: When trading window is open, trading by designated persons requires pre-clearance by compliance officer if value exceeds board-stipulated thresholds. Trades must be executed within 7 trading days of approval.
  • Contra Trade Restrictions: Designated Persons cannot enter into opposite transactions (buy then sell or vice versa) within six months of prior transaction. Profits from contra trades are liable to be disgorged to SEBI.
  • Reporting Requirements: Initial disclosure required within 7 days of appointment as KMP/director or becoming promoter. Continual disclosure required within 2 trading days if transaction value exceeds ₹10 lakhs in any calendar quarter.
  • Penalties: Violations may result in disciplinary action including wage freeze, suspension, ineligibility for future ESOP participation. Company will inform stock exchanges of violations and may remit amounts to SEBI's Investor Protection Fund.
  • Digital Database: Company must maintain structured digital database of persons/entities with whom UPSI is shared, preserving it for at least eight years with adequate internal controls.

Annexures Included:

  • Annexure 1: Application for Pre-dealing Approval
  • Annexure 2: Format of Undertaking for Pre-clearance
  • Annexure 3: Format for Initial Disclosure (Form A)
  • Annexure 4: Format for Continual Disclosure (Form B)

Compliance Officer: Ravinder Sharma, Company Secretary & Compliance Officer (M.No. A72077)