Key Amendments and Effective Date
The Board of Directors of United Spirits Limited at its meeting held on 28th October 2026 reviewed and amended the insider trading code. The amended code is effective from 29th October 2026.
Trading Window Provisions
The Trading Window shall be closed in each calendar quarter from the first calendar day of the first month of such quarter until 48 hours after UPSI is made generally available. The Compliance Officer is authorized to close the trading window for specific Designated Persons. The gap between Audit Committee meeting and Board meeting for financial results approval should be as narrow as possible, preferably on the same day.
Pre-Clearance Requirements
Designated Persons and their Immediate Relatives must obtain pre-clearance for trades when the aggregate value of all trades during any calendar quarter equals or exceeds ₹10 lakhs. Pre-cleared trades must be executed within seven days of receipt of pre-clearance. Designated Persons are prohibited from Futures & Options transactions in company securities.
Contra Trade Restrictions
Designated Persons cannot execute contra trades (buy after sell or sell after buy) within six months of a prior transaction unless specific exemption is granted by the Compliance Officer with reasons recorded in writing. Profits from violative contra trades shall be disgorged to SEBI's Investor Protection and Education Fund.
Disclosure Obligations
Key Managerial Personnel, Directors, Promoters must disclose holdings within seven days of appointment. Promoters, members of promoter group, Directors and Designated Persons must disclose acquisitions/disposals within two trading days if value aggregates to ₹10 lakhs or more per calendar quarter. Designated Persons must annually disclose names, PAN, contact details of themselves, Immediate Relatives, and persons with whom they share material financial relationships (defined as receiving payments equivalent to at least 25% of annual income).
Designated Persons Definition
Includes Promoters, Directors, Vice-President grade and above officers, KMPs, employees up to two levels below CEO, L4 grade employees in Finance & IT, Finance Controllership team, material subsidiary employees designated by their boards, CEO and two levels below in material subsidiaries, IT support staff with UPSI access, Investor Relations, Corporate Communications, Secretarial and Legal Business partnering teams.
Compliance Structure
Company Secretary serves as Compliance Officer reporting to the Board. The Managing Director/Executive Director must establish internal control systems for compliance. Audit Committee must review compliance at least once each financial year.
Penalty Provisions
Violations may result in wage freeze, termination of employment, recovery, suspension or other disciplinary action. Amounts collected shall be remitted to SEBI's Investor Protection and Education Fund. Designated Persons must report violations to the Compliance Officer who informs the Board and SEBI.
Whistleblower Protection
Employees filing Voluntary Information Disclosure Forms with SEBI receive protection against discharge, termination, demotion, suspension, threats, harassment, or discrimination.
Database Maintenance
The company maintains a structured digital database preserving declarations for not less than eight years after transaction completion, and until investigation/enforcement proceedings completion if initiated by SEBI.