Scrip Symbol

ZETWERK

Key Disclosure

The company has approved and adopted a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (the Code) as required under Regulation 8(1) of the SEBI PIT Regulations. The Code was approved by the Board of Directors on March 19, 2026.

Key Provisions of the Code

1. Introduction and Effective Date

The Code is adopted in accordance with SEBI PIT Regulations and shall come into force with effect from the date of listing of the equity shares of the Company.

2. Key Definitions

  • Code: This code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information.
  • Compliance Officer: A senior officer designated by the Board, responsible for compliance under the Insider Trading Regulations.
  • Designated Persons: Includes Directors and such Employees and Connected Persons (auditors, consultants, etc.) as identified by the Compliance Officer.
  • Unpublished Price Sensitive Information (UPSI): Has the meaning given to it in the SEBI PIT Regulations.

3. Chief Investor Relations Officer

The Company Secretary has been appointed as the Chief Investor Relations Officer, responsible for disseminating information and ensuring compliance with continuous disclosure requirements.

4. Purpose and Scope of the Code

  • Prompt Public Disclosure: UPSI shall be disclosed to stock exchanges and disseminated promptly as soon as credible and concrete information comes into being.
  • Uniform Dissemination: UPSI shall be disseminated uniformly to all stakeholders via stock exchanges and the company's website to avoid selective disclosure. If selective disclosure occurs, the company will endeavor to make it generally available ASAP.
  • Responding to Queries/Rumors: Appropriate, fair, and prompt responses shall be submitted to regulatory queries or requests for verification of market rumors. Replies must be signed by the CEO/CFO or, in their absence, the Compliance Officer.
  • Disclosure to Analysts/Institutional Investors: Only public information should be provided, or any UPSI shared must be simultaneously made public. Meetings should ideally have two company representatives, and discussions may be recorded and transcribed for website dissemination. Unanticipated questions containing UPSI will require a public announcement before a response.
  • "Need to Know" Basis: UPSI shall be handled on a "need to know" basis and is subject to Chinese walls.
  • Determination of Legitimate Purpose: The process for determining 'legitimate purposes' for communicating UPSI is governed by separate 'Operating Guidelines' (Annexure A).

5. Policy Review and Amendments

The Policy is subject to review and changes by the Board to comply with regulatory requirements. Subsequent amendments in governing laws shall automatically apply and prevail over this Policy.

Annexure A: Operating Guidelines for Sharing UPSI

1. Scope

Covers sharing UPSI in the ordinary course of business with partners, lenders, customers, suppliers, advisors, consultants, and the Promoter for any genuine purpose. It does not cover sharing with auditors (a separate process exists) or with regulatory/judicial/Government authorities.

2. Determination of Legitimate Purpose

An Authorised Officer determines 'legitimate purpose' case-by-case based on principles including the nature and extent of UPSI, the purpose, necessity, the company's best interests, and external circumstances. An indicative list of legitimate purposes is provided, including sharing for business purposes, performance of duties, obtaining professional advice, contractual obligations, and statutory consolidation requirements.

3. Request Process

A requesting employee must submit a detailed request specifying the assignment particulars, nature of UPSI, rationale, and complete details of all persons (natural and legal) with whom information will be shared.

4. Notice and NDA

A mandatory notice (format in Annexure I-A) must be served to all recipients, making them aware of the confidential nature of UPSI and the liabilities for misuse. An NDA may be required in exceptional circumstances.

5. Sharing Protocols

Information is to be shared on specific, access-controlled drives. If email is used, files must be password-protected with passwords sent separately. Virtual Data Rooms (VDRs) may be created in exceptional cases with strict access controls (unique logins, limited download rights). Data in VDRs must be deleted within two months of purpose completion, with a maximum storage period of one year.

6. Digital Database

A digital database of all persons with whom UPSI is shared must be maintained with time-stamping and audit trails, containing all details from the request.

7. Governance

Deviations from the guidelines must be reported to the Audit Committee. Any exceptions to the guidelines require approval by the Board of Directors. The guidelines are subject to annual review by the Audit Committee.