Date: 22/09/2026

Regulatory Compliance Disclosure

Pranav Constructions Limited has submitted intimation to National Stock Exchange of India Limited (NSE) and BSE Limited regarding compliance with Regulation 8(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015. The company has framed a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) as required under Regulation 8(1) of SEBI PIT Regulations.

Code for Fair Disclosure of Unpublished Price Sensitive Information

Adoption and Availability

  • Code adopted on 16th August 2025 - Version 2.0 (previously adopted on 2nd February 2025)
  • Available on company website: www.pranavconstructions.com (Path: Investor Corner / Corporate Governance)
  • Based on SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Key Definitions

  • Unpublished Price Sensitive Information (UPSI): Information relating to company or its securities that is not generally available which upon becoming generally available is likely to materially affect security prices, including financial results, dividends, change in capital structure, mergers, acquisitions, delistings, disposals, business expansion, changes in key managerial personnel
  • Chief Investor Relations Officer (CIRO): Chief Financial Officer or senior officer appointed by Board responsible for dissemination of information and UPSI disclosure
  • Compliance Officer: Company Secretary and Compliance Officer or senior officer reporting to Board, financially literate, responsible for compliance maintenance
  • Legitimate Purpose: Case-by-case determination for sharing UPSI based on nature of information, purpose, necessity, company interests, and external circumstances

Principles of Fair Disclosure

  • Prompt public disclosure of UPSI impacting price discovery
  • Uniform and universal dissemination to avoid selective disclosure
  • Designated CIRO for information dissemination
  • Prompt dissemination of selectively disclosed UPSI
  • Appropriate response to queries on news reports and market rumors
  • Ensuring information shared with analysts is not UPSI
  • Maintaining records of investor meetings on official website
  • Handling UPSI on need-to-know basis only
  • No insider communication of UPSI except for legitimate purposes

Legitimate Purpose Framework

Indicative legitimate purposes include:

  • Sharing with business partners, collaborators, lenders, fiduciaries, intermediaries, bankers, accountants, distributors, customers, suppliers, merchant bankers, legal advisors, auditors, management consultants
  • Performance of duties by employees/directors
  • Obtaining legal, financial or professional advice
  • Sharing with promoters (subject to CIRO determination)
  • Obtaining credit facilities, loans, guarantees from banks/financial institutions
  • Contractual obligations
  • Sharing with statutory auditors, secretarial auditors, internal auditors
  • Preparation of consolidated financial statements
  • Business requirements including promotion strategies
  • Persons agreeing in writing to maintain confidentiality
  • Regulatory licenses and approvals
  • Statutory or government requirements
  • Genuine business purposes determined by CIRO with Managing Director

Database Requirements

  • Structured digital database maintained by Compliance Officer in consultation with CIRO
  • Records details of UPSI recipients including PAN/identifier
  • Internal maintenance only (no outsourcing) with internal controls, time stamping, audit trails
  • UPSI from external sources recorded within 2 calendar days of receipt
  • Preservation period: 8 years after transaction completion, or until investigation completion if SEBI proceedings initiated

Annexures

Annexure I: Format of confidentiality notice to persons receiving UPSI, requiring:

  • Acknowledgement of UPSI nature and confidentiality
  • Use only for approved purposes
  • Return/destruction of information if engagement terminates
  • Compliance with insider trading codes
  • Indemnification of company for breaches
  • Governing law: India, jurisdiction: Mumbai courts
  • Survival period: 2 years

Annexure II: Format for intimating Compliance Officer about UPSI sharing, including:

  • Recipient category and details
  • Immediate relatives/affiliates with PAN
  • UPSI details and sharing reason
  • Person sharing UPSI with PAN
  • NDA and confidentiality notice status
  • Date and time of sharing
  • Database entry details