(Framed pursuant to Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015)

1. Introduction

This Policy for Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI Policy” or “Policy”) has been formulated by the Board of Directors of __________ Limited (“Company”) in compliance with Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”).

The objective of this Policy is to establish procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information (“UPSI”), strengthen internal controls, and prevent misuse of confidential information.

2. Objective

The Policy aims to:

• protect confidentiality of UPSI;
• prevent communication or misuse of UPSI;
• establish a framework for inquiry in case of leak or suspected leak of UPSI;
• identify responsibility and accountability in such cases; and
• ensure compliance with applicable provisions of the PIT Regulations.

3. Applicability

This Policy shall apply to:

• all Directors;
• Designated Persons;
• employees;
• connected persons; and
• any other person handling UPSI on behalf of the Company.

4. Definitions

“UPSI”

“Unpublished Price Sensitive Information” shall have the meaning assigned under Regulation 2(1)(n) of the PIT Regulations and shall include any information relating to the Company or its securities that is not generally available and which upon becoming generally available is likely to materially affect the price of securities.

“Leak of UPSI”

Leak of UPSI means any unauthorized communication, disclosure, sharing or dissemination of UPSI, whether intentional or unintentional, to any person except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

“Designated Person”

Designated Person shall mean such persons as identified by the Company under the Code of Conduct framed pursuant to the PIT Regulations.

5. Duties and Responsibilities

Board of Directors

The Board shall:

• approve and review this Policy;
• ensure implementation of adequate internal controls; and
• take appropriate action in case of leak of UPSI.

Compliance Officer

The Compliance Officer shall:

• administer this Policy;
• monitor compliance with PIT Regulations;
• initiate inquiry in case of leak or suspected leak of UPSI; and
• maintain records relating to inquiry proceedings.

Employees and Designated Persons

All employees and designated persons shall:

• maintain confidentiality of UPSI;
• prevent unauthorized disclosure of UPSI; and
• promptly report instances of leak or suspected leak of UPSI.

6. Reporting of Leak or Suspected Leak of UPSI

Any employee, director, designated person or insider who becomes aware of actual or suspected leak of UPSI shall immediately inform the Compliance Officer.

The complaint or information may be provided through written communication, email or whistle blower mechanism of the Company.

Anonymous reporting may also be permitted subject to availability of sufficient information for investigation.

7. Procedure for Inquiry

Upon becoming aware of any leak or suspected leak of UPSI, the Compliance Officer shall conduct a preliminary assessment to determine whether the matter requires detailed investigation.

Where necessary, the Compliance Officer may:

• obtain documents and electronic records;
• seek written statements from concerned persons;
• review communication records;
• examine trading activities; and
• involve external advisors or investigators.

The Compliance Officer shall place the findings before the Managing Director / Board of Directors for appropriate action.

8. Actions in Case of Leak of UPSI

In case the inquiry establishes leak of UPSI or violation of this Policy, the Company may take appropriate disciplinary action including:

• warning or reprimand;
• wage freeze or suspension;
• termination of employment or contract;
• recovery of losses, if any; and
• reporting to regulatory authorities wherever required.

The action shall be without prejudice to any action that may be initiated under applicable laws.

9. Protection of Informant

The Company shall ensure confidentiality of the identity of the complainant or informant to the extent possible.

No unfair treatment shall be meted out to any person reporting leak or suspected leak of UPSI in good faith.

10. Preservation of Documents

All documents, reports, records and evidence relating to inquiry under this Policy shall be preserved for a minimum period of eight years or such other period as may be prescribed under applicable law.

11. Amendment

The Board of Directors reserves the right to amend, modify or revise this Policy in accordance with applicable laws and regulatory requirements.

12. Interpretation

Any words or expressions not defined in this Policy shall have the meaning assigned to them under the SEBI (Prohibition of Insider Trading) Regulations, 2015, Securities and Exchange Board of India Act, 1992 and other applicable laws.

In case of any inconsistency between this Policy and applicable law, the provisions of applicable law shall prevail.

Approved by the Board of Directors on: ____________
Effective Date: ____________
For __________ Limited