Key Components of the Disclosed Code

The disclosed code consists of a main body and two annexures:

Main Code: Code of Practices and Procedures for Fair Disclosure of UPSI

  • Objective: To ensure fair and prompt disclosure of Unpublished Price Sensitive Information (UPSI).
  • Effective Date: From the commencement of listing and trading of the company's equity shares on stock exchanges (BSE or NSE), with provisions for 'proposed to be listed' companies applicable immediately.
  • UPSI Handling: The company shall promptly disclose UPSI that would impact price discovery, endeavor to make uniform and universal dissemination, and avoid selective disclosure. Material events will be disseminated as per Regulation 30 of SEBI LODR.
  • Chief Investor Relations Officer (CIRO): The Compliance Officer, Chief Financial Officer, or another nominated senior official is designated as the CIRO, responsible for disseminating information and disclosing UPSI. In the CIRO's temporary absence, the managing director shall nominate a replacement.
  • General Obligations: All UPSI is to be handled on a need-to-know basis. The CIRO authorizes disclosure via stock exchange intimation, the company website, or other means for uniform dissemination. All communications with exchanges must be approved by the CIRO.
  • Information Sharing with Analysts/Investors: The company shall ensure no selective disclosure of UPSI to analysts or investors. If UPSI is shared in meetings, audio recordings or transcripts must be disclosed on the company's website.
  • Responding to Rumours: The CIRO shall ensure appropriate and fair responses are provided to queries on news reports and requests for verification of market rumours by regulatory authorities within prescribed timelines.
  • Policy Review: The Board reserves the power to review and amend this Code from time to time.

Annexure A: Policy for Determination of Legitimate Purposes

  • Objective: To identify 'Legitimate Purposes' for sharing UPSI for performance of duties or discharge of legal obligations, which is an exception under the regulations.
  • Assessment Principles: The policy outlines factors to consider for determining a legitimate purpose, including whether sharing is in the ordinary course of business, to evade prohibitions, in the best interests of the company, for discharging legal/contractual obligations, and if the nature of information is commensurate with the purpose.
  • Digital Database: A structured digital database must be maintained containing the nature of UPSI and details of persons/entities with whom it is shared, including PAN or other identifiers. The database must have internal controls like time stamping and audit trails and be preserved for at least eight years after transaction completion (or longer if under investigation).
  • Restrictions on Recipients: Any person receiving UPSI for a legitimate purpose is deemed an Insider and must be informed in writing/contractually to maintain confidentiality, not trade while in possession of UPSI, and cooperate with the company.
  • Definition: "Legitimate Purposes" means sharing UPSI in the ordinary course of business by an Insider with persons as mentioned in the Insider Trading Regulations.

Annexure B: Policy and Procedure for Inquiry in Case of Leak of UPSI (UPSI Leak Policy)

  • Approval Date: Approved by the Board of Directors on December 20, 2025.
  • Objective: To establish the procedure for inquiry in case of a leak or suspected leak of UPSI, as required by Regulation 9A(5).
  • Definitions: Provides detailed definitions for Compliance Officer, Incident (leak/suspected leak), Inquiry Committee, Stakeholders, Stock Exchanges, and an extensive list of what constitutes UPSI (covering financial results, dividends, M&A, management changes, ratings, fund raising, defaults, litigation, licenses, etc.).
  • Intimation to Regulators: The Compliance Officer must inform Stock Exchanges and SEBI about an Incident using the provided formats in Schedules I and II.
  • Inquiry Committee Composition: Comprises Chief Financial Officer (CFO), Finance Controller, Director Data Science, and the Company Secretary, or other members as deemed appropriate by the Managing Director.
  • Duties of Inquiry Committee: Responsible for conducting preliminary assessments and inquiries into Incidents, engaging third parties if needed, and submitting observations to the Managing Director/Board.
  • Inquiry Procedure:
  • The Committee evaluates if a matter merits inquiry based on regulatory communication, whistle-blower complaints, or internal monitoring.
  • Undertakes an initial assessment to analyze the allegation's accuracy.
  • Decides if the matter is frivolous or requires further diligence.
  • Conducts a detailed inquiry, which may include reviewing documents, audit trails, conducting interviews, and appointing external advisors.
  • Details of the inquiry are kept confidential on a 'need to know' basis.
  • Principles of natural justice are followed, providing an opportunity for the accused to be heard.
  • The Committee strives to conclude the inquiry within 30 days (extendable).
  • Upon conclusion, findings are intimated to the Managing Director/Board. If a leak is confirmed and responsible persons identified, appropriate disciplinary/penal action (dismissal, wage freeze, suspension, recovery, disqualification from ESOPs, etc.) is taken.
  • SEBI is informed about the inquiry outcome and steps taken.
  • All stakeholders must cooperate with the investigation.
  • Complaint Mechanism: Leaks can be reported to the Chairman of the Audit Committee, the Company Secretary at compliance@tonboimaging.com, or via letter marked "Private and Confidential" to the Board/Compliance Officer.
  • General: This policy does not preclude actions under the company's Whistle-blower Policy or SEBI.
  • Amendments: The policy may be reviewed and amended periodically by the Board.

Schedules

  • Schedule I: Format for intimating a leak/suspected leak of UPSI to the Stock Exchanges (NSE/BSE).
  • Schedule II: Format for intimating a leak/suspected leak of UPSI to SEBI.