Nucleus Software Exports Limited has amended its Policy on Code of Conduct for Prevention of Insider Trading through a resolution by circulation approved by the Board of Directors. The amendments were made to align the policy with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to strengthen the company's internal processes and compliance framework relating to prevention of insider trading.

The policy document, last modified on August 31, 2026, provides comprehensive guidelines and procedures for preventing insider trading in accordance with SEBI regulations. It defines key terms including:

  • Unpublished Price Sensitive Information (UPSI): Information that could materially affect security prices, including financial results, dividends, change in capital structure, mergers/acquisitions, changes in key managerial personnel, changes in ratings, fund raising, agreements impacting management/control, fraud/defaults, resolution plans/restructuring, insolvency proceedings, forensic audits, regulatory actions, litigation outcomes, guarantees/indemnities, and license approvals.
  • Designated Persons: Include all directors, KMPs, promoters, internal/statutory/secretarial auditors, employees in finance/accounts/legal departments, senior managerial personnel two levels below CEO, executive secretaries of executive directors and KMPs, and any other person reasonably expected to have access to UPSI.
  • Trading Restrictions: Designated persons and their immediate relatives cannot trade during closed trading windows, which are closed from the date notice is sent to stock exchanges for events like dividend declarations, share issues, major expansion plans, mergers/takeovers, disposal of undertakings, and financial results declarations.
  • Trading Window Closure: Always closed for declaration of financial results (quarterly, half-yearly, annual). Designated persons cannot trade more than 10% of their holding or ₹100,000 (whichever is higher) during two weeks prior to window closure for financial results.
  • Pre-clearance Requirements: Designated persons must pre-clear trades exceeding ₹10 lakh in value (one transaction or series over a calendar quarter) with CEO and Managing Director. CEO/MD require pre-clearance from Board of Directors. All pre-cleared trades must be executed within seven trading days of approval.
  • Minimum Holding Period: Designated persons must hold securities for minimum 30 days from purchase date, waivable only for personal emergencies by Compliance Officer or President & Managing Director.
  • Contra Trade Restrictions: Designated persons cannot execute contra trades (sell/buy) during six months following prior transaction.
  • Reporting Requirements: Disclosures must be made within seven days of appointment as KMP, director, or promoter, including holdings of securities and immediate relatives details using Form A as per SEBI PIT Regulations.

The Compliance Officer (Company Secretary) is responsible for policy implementation, maintaining digital database with time stamping and audit trails, monitoring Chinese walls, approving trading plans, and investigating suspected UPSI leaks. The policy includes penalties for violations including wage freeze, suspension, recovery, claw back, in-eligibility for ESOPs, and fines up to 25% of transaction value.

The document also includes Annexure A - Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, which establishes principles for prompt disclosure, avoiding selective disclosure, and handling information on need-to-know basis. The company observes a "silent period" commencing from seven calendar days prior to quarterly financial result dates until results declaration.

Form D is provided for pre-clearance of trade applications, requiring details of proposed trades and declarations of not possessing UPSI.