National Securities Depository Limited (NSDL) has submitted a regulatory filing to BSE Limited's Listing Compliance Department regarding the updated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

The filing is made pursuant to Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. The updated Code was framed and approved by the Governing Board of the Company in accordance with Regulation 8(1) of the SEBI PIT Regulations.

The Code has been assigned document number NSDL/Compliance/Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information/Policy/2023/1.3 and is maintained by the Legal & Compliance department under the Compliance Officer.

Revision History

The Code has undergone four revisions:

  • Version 1.0: 27th June 2023 by Vice President, Head - Legal & Compliance Officer
  • Version 1.1: 13th August 2024 by Vice President, Head - Legal & Compliance Officer (Amendment pursuant to SEBI Prohibition Of Insider Trading)(Amendment) Regulations, 2024)
  • Version 1.2: 18th September 2025 by Senior Vice President-Compliance Officer and Head Legal (Amendment pursuant to SEBI Prohibition Of Insider Trading)(Amendment) Regulations, March 2025)
  • Version 1.3: 31 October 2026 by Senior Vice President-Compliance Officer and Head Legal (Amendments pursuant to Annual Review)

Key Code Provisions

The Code applies to all persons of the Company who could possess UPSI relating to the Company.

Definitions:

  • Connected Person: Aligned with SEBI PIT Regulations definition
  • Generally Available Information: Information accessible to public on non-discriminatory basis, excluding unverified events/information in media
  • Insider: Connected Person or person in possession of/having access to UPSI
  • UPSI: Aligned with SEBI PIT Regulations definition

Principles of Fair Disclosure:

  • UPSI preservation: No insider shall communicate UPSI except for legitimate purposes, performance of duties, or legal obligations
  • Chief Investor Relations Officer (CIRO): Company Secretary and Compliance Officer designated as CIRO, responsible for ensuring disclosure compliance and coordinating disclosure to stock exchanges and website
  • Need to know basis: UPSI disclosed only to those who need it to discharge duty without conflict of interest
  • Dissemination requirements: Prompt public disclosure of concrete UPSI, appropriate response to stock exchange and regulatory queries, maintaining structured digital database for UPSI sharing records

Legitimate Purpose Determination:

  • Includes sharing UPSI in ordinary course of business with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals, or other advisors/consultants
  • Recipients of UPSI pursuant to legitimate purpose deemed Insiders who must maintain confidentiality
  • Illustrative examples: Statutory/government requirements, legal requirements, contractual requirements, auditing purposes, corporate restructuring

Disclosure Requirements:

  • Code and amendments must be promptly intimated to stock exchanges and published on NSDL's official website (https://nsdl.com)

Review Mechanism:

  • Code shall be reviewed annually
  • Regulatory changes requiring modifications will supersede Code until amended
  • New SEBI regulations/circulars deemed included immediately upon issuance without waiting for formal Board approval

The filing was digitally signed by Alen Ferns, Company Secretary & Compliance Officer (Membership No. A30633) on November 02, 2026 at 18:31:47 +05'30'.