Nature of Disclosure: Regulatory filing to BSE Limited regarding approval of an amended Code of Conduct for Prevention of Insider Trading.

Key Event: The Board of Directors of Transchem Limited at its meeting held on August 10, 2026, approved the amendment to the 'Code of Conduct for Prevention of Insider Trading'. The meeting commenced at 03:30 p.m. and concluded at 04:45 p.m.

Regulatory Reference: The amendment is pursuant to provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations") as amended from time to time. The filing is in compliance with Regulation 8(2) of the SEBI PIT Regulations.

Document Details: The amended code is labeled as Version 3.0 dated August 10, 2026. It supersedes and replaces any previous Codes of Conduct on Prevention of Insider Trading. The original document was dated May 11, 2019.

Key Provisions of the Amended Code:

  • Applicability: The Code applies to Connected Persons and Designated Persons as defined therein.
  • Definitions: Includes expanded definitions of Unpublished Price Sensitive Information (UPSI), which now ordinarily includes information relating to: change in credit ratings; fund-raising proposals; agreements impacting management or control; fraud or defaults by the company, its promoters, directors, KMP, or subsidiaries; arrest of a promoter, director or KMP; initiation or outcome of forensic audit; actions by regulatory/statutory/enforcement/judicial authorities and outcomes of material litigation; award/revocation/suspension of key licences/approvals; and resolution plans, restructuring, one-time settlements, or insolvency/bankruptcy proceedings.
  • Trading Restrictions: Connected persons shall not trade while in possession of UPSI. Designated persons may trade only when the Trading Window is open and if they do not possess UPSI. Pre-clearance from the Compliance Officer is required for trades where the value exceeds ₹1 million in a calendar quarter or where the shares proposed to be traded exceed 25,000 shares, whichever is lower. Pre-cleared trades must be completed within 7 days.
  • Trading Plan: Connected persons perpetually in possession of UPSI may formulate an irrevocable Trading Plan, which must be approved by the Compliance Officer and cannot be commenced earlier than 120 calendar days from public disclosure.
  • Holding Period: Designated persons who trade in securities shall not enter into an opposite transaction for six months following the prior transaction. The Compliance Officer may grant relaxation from this requirement.
  • Reporting Requirements: Designated persons must disclose names and PANs of immediate relatives and persons with whom they share a material financial relationship annually. They must also annually disclose details of securities held by them and their immediate relatives. Continual disclosures are required for trades aggregating to a value exceeding ₹10 lakh in a calendar quarter.
  • Structured Digital Database: The company is required to maintain a structured digital database with details of UPSI shared, including names and PANs of persons involved and timestamps. This database must be preserved for at least eight years and cannot be outsourced.
  • Penalties for Violation: May include wage freeze, cancellation of contract, recovery of profits made from the trade, suspension, elimination from ESOP, and/or removal from services. Profits from violating trades are liable to be forfeited to SEBI's Investor Protection and Education Fund (IPEF). Serious instances may be reported to SEBI.
  • Compliance Officer: The Company Secretary, Neeraja Karandikar (ACS: 10130), is designated as the Compliance Officer and Chief Investor Relations Officer (CIRO). She is responsible for implementing the code, pre-clearing trades, and reporting to the Board and Audit Committee.

Financial Impact: Not quantified in the disclosure. The code outlines procedural and compliance requirements rather than specific financial transactions.

Capital Structure Impact: No direct impact on capital structure disclosed. The code governs trading behavior of insiders.

Parties Involved: Board of Directors of Transchem Limited, Compliance Officer (Neeraja Karandikar), BSE Limited, and potentially SEBI as the regulator.

Effective Date: The amended code is effective from the date of board approval, August 10, 2026.