Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives

1. INTRODUCTION
Trading in securities of a Company by Designated Persons and their Immediate Relatives based on Unpublished Price Sensitive Information erodes the investors’ confidence in the integrity of the management and is unhealthy for the capital markets. To put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework relating thereto, the Securities and Exchange Board of India (“SEBI”) has notified the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“Insider Trading Regulations”). In compliance with Regulation 9 of the Insider Trading Regulations, the Board of Directors of Anupam Rasayan India Limited has adopted this Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives (“Insider Trading Code” or “Code”).

2. OBJECTIVE: 
The objective of this Code is preservation of confidentiality of Unpublished Price Sensitive Information, to prevent misuse of such information and to prohibit a Designated Person and his/ her Immediate Relatives from Trading in the Securities of the Company while in possession of Unpublished Price Sensitive Information.

3. DEFINITIONS

“Act” means the Securities and Exchange Board of India Act, 1992 as amended from time to time.

“Audit Committee” means the Audit Committee of the Board of Directors constituted under Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

“Board” shall mean the board of directors of the Company.

“Company” shall mean Anupam Rasayan India Limited.

“Code” or “Code of Conduct” means this “Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives” as amended from time to time.

“Compliance Officer” means any senior officer, designated so and reporting to the Board, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under the Insider Trading Regulations, and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules of preservation of Unpublished Price Sensitive Information, monitoring of trades and the implementation of the codes specified under the Insider Trading Regulations under the overall supervision of the Board.

Explanation – For the purpose of this regulation, “financially literate” shall mean a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows.

“Connected Person” means any person who is or has been during the six months prior to the concerned act been associated with the Company, in any capacity, directly or indirectly, including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the Company or holds any position including a professional or business relationship, whether temporary or permanent, with the Company, that allows such a person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.

Note: The persons falling within the following categories shall be deemed to be “Connected Person” unless the contrary is established:

1. Relative of Connected Persons specified in clause (a); or
2. A holding company or associate company or subsidiary company; or
3. An intermediary as specified in Section 12 of the Act or an employee or director thereof; or
4. An investment company, trustee company, asset management company or an employee or director thereof; or
5. An official of a stock exchange or of clearing house or corporation; or
6. A member of board of trustees of a mutual fund or a member of the board of directors of the asset management company of a mutual fund or is an employee thereof; or
7. A member of the board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013, as amended (“Companies Act, 2013”); or
8. An official and/or employee of a self-regulatory organization recognized or authorized by the Board; or
9. A banker of the Company; or
10. A concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of the Company or his relative or banker of the Company, has more than ten per cent, of the holding or interest; or
11. A firm or its partner or its employee in which a Connected Person is also a partner; or
12. A person sharing household or residence with a Connected Person.

“Designated Persons” means:

• Directors;
• Promoters;
• Chief Executive Officer and employees up to two levels below the Chief Executive Officer of the Company;
• Key Managerial Personnel;
• Such employees of the Company and its material subsidiary who have access to unpublished price sensitive information such as all employees in the Finance & Accounts, Legal, Secretarial & Compliance, Investor Relations, Communications and Media Communications departments;
• Any support staff of the Company such as IT staff or secretarial staff who have access to unpublished price sensitive information; and
• Any other person who on the basis of their role and function in the Company, is reasonably expected to have access to unpublished price sensitive information(s) relating to the Company, as may be decided by the Chairman/Managing Director/Compliance Officer of the Company, from time to time.

“Generally Available Information” means information that is accessible to the public on a non-discriminatory basis and shall not include unverified event or information reported in print or electronic media.

“Insider Trading Regulations” means Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.

“Immediate Relative” means a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities.

“Relative” shall mean the following:

(i) spouse of the person;
(ii) parent of the person and parent of its spouse;
(iii) sibling of the person and sibling of its spouse;
(iv) child of the person and child of its spouse;
(v) spouse of the person listed at clause (iii); and
(vi) spouse of the person listed at clause (iv).

“Insider” means any person who is:

• Connected Person; or
• in possession of or having access to Unpublished Price Sensitive Information.

“Key Managerial Personnel” means person as defined in Section 2(51) of the Companies Act, 2013.

“Legitimate Purpose” shall include sharing of unpublished price sensitive information in the ordinary course of business by an Insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of Insider Trading Regulations.

“Material Subsidiary” shall mean a subsidiary, whose turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

“Promoter” shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any modification thereof (“ICDR Regulations”).

“Promoter Group” shall have the meaning assigned to it under the ICDR Regulations.

“Securities” shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956, as amended (“SCRA”).

“Takeover Regulations” means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, or any amendment thereof.

“Trading” means and includes subscribing, redeeming, switching, buying, selling, dealing, or agreeing to subscribe, redeem, switch, buy, sell, deal in any securities, and “trade” shall be construed accordingly.

“Trading Day” means a day on which the recognized stock exchanges are open for trading.

“Stock Exchange” means a recognised Stock Exchange as defined under clause (f) of Section 2 of the SCRA.

“Unpublished Price Sensitive Information” or “UPSI” means any information, relating to the Company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following:

1. Financial results;
2. Dividends;
3. Change in capital structure;
4. Merger, De-merger, Acquisitions, Amalgamation, Delistings, Restructuring, Scheme of arrangement, takeover, Disposals and expansion of business, ¹award or termination of order/contracts not in the normal course of business and such other transactions;
5. Changes in Key Managerial Personnel, ¹other than due to superannuation or end of term, and resignation of a Statutory Auditor or Secretarial Auditor;
6. ¹Change in rating(s), other than ESG rating(s);
7. ¹Fund raising proposed to be undertaken;
8. ¹Agreements, by whatever name called, which may impact the management or control of the Company;
9. ¹Fraud or defaults by the Company, its promoter, director, key managerial personnel, or subsidiary or arrest of key managerial personnel, promoter or director of the Company, whether occurred within India or abroad;
10. ¹Resolution plan/ restructuring or one time settlement in relation to loans/borrowings from banks/financial institutions;
11. ¹Admission of winding-up petition filed by any party /creditors and admission of application by the Tribunal filed by the corporate applicant or financial creditors for initiation of corporate insolvency resolution process against the company as a corporate debtor, approval of resolution plan or rejection thereof under the Insolvency and Bankruptcy Code, 2016;
12. ¹Initiation of forensic audit, by whatever name called, by the company or any other entity for detecting mis-statement in financials, misappropriation/ siphoning or diversion of funds and receipt of final forensic audit report;
13. ¹Action(s) initiated or orders passed within India or abroad, by any regulatory, statutory, enforcement authority or judicial body against the company or its directors, key managerial personnel, promoter or subsidiary, in relation to the company;
14. ¹Outcome of any litigation(s) or dispute(s) which may have an impact on the company;
15. ¹Giving of guarantees or indemnity or becoming a surety, by whatever named called, for any third party, by the company not in the normal course of business; and
16. ¹Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.

¹Effective from June 09, 2025

Explanation 1- 

a. ‘Fraud’ shall have the same meaning as referred to in Regulation 2(1)(c) of Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003.
b. ‘Default’ shall have the same meaning as referred to in Clause 6 of paragraph A of Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Explanation 2- For identification of events enumerated as Unpublished Price Sensitive Information, the guidelines for materiality referred at Paragraph A of Part A of Schedule III of the Listing  Regulations as may be specified by the Board from time to time and materiality as referred at Paragraph B of Part A of Schedule III of the Listing Regulations shall be applicable.

Other matters as may be prescribed by SEBI/considered by the Compliance Officer to be price sensitive, from time to time, shall also be treated as UPSI.

All terms used but not defined herein shall have the meaning ascribed to such term under the Insider Trading Regulations. In case of any discrepancy between the Insider Trading Regulations and the terms defined herein, the meaning as ascribed under the Insider Trading Regulations, shall prevail.

4. ROLE OF COMPLIANCE OFFICER

• The Compliance Officer shall hold the position so long as he / she is in the employment of the Company. In case of vacancy, till such time a successor is appointed, the Chief Financial Officer or any other person authorized by the Board shall, in the interim period act as the Compliance Officer.
• The Compliance Officer shall ensure proper assistance to all the employees / directors in addressing any clarifications regarding the Insider Trading Regulations and this Code.
• The Compliance Officer shall provide reports of trading by designated person to the Chairperson of the Audit Committee, on an annual basis.
• The Compliance Officer shall ensure that a Structured Digital Database is maintained containing the names of such persons or entities, as the case may be, with whom Unpublished Price Sensitive Information is shared along with the Permanent Account Number (PAN) or any other identifier authorized by law, where PAN is not available. Such database shall not be outsourced and shall be maintained internally with adequate internal controls and checks, to ensure non‐ tampering of the database.
• The Board shall ensure that the structured digital database is preserved for a period of not less than eight years after completion of the relevant transactions
• The Compliance Officer shall be responsible for grant of pre‐clearance to the Designated Persons for dealings in the Company’s Securities by them and monitoring of such dealings. The Compliance Officer shall implement this Code under the general supervision of the Audit Committee and overall supervision of the Board.
• The Compliance Officer shall be adequately empowered and responsible to effectively discharge functions under the Code and shall have access to all information and documents relating to the Securities of the Company.

5. PRESERVATION OF UNPUBLISHED PRICE SENSITIVE INFORMATION

1. All UPSI is to be handled on a “Need to Know” basis, i.e., UPSI should be disclosed only to those within the Company who need the information to discharge their duty and whose possession of such information will not give rise to a conflict of interest or likelihood of misuse of the information.
2. To prevent the misuse of confidential information the Company adopts a ‘Chinese Wall’ procedure thereby separating those areas of the Company which routinely have access to confidential information, considered as ‘Inside Areas’ from those areas which deal with sale / marketing / investment advice or other departments providing support services, considered as ‘Public Areas’.
3. The employees in the Inside Areas shall not communicate any UPSI to any one in Public Area. Demarcation of various departments as ‘Inside Area’ may be implemented by the Compliance Officer, in consultation with the Chief Financial Officer of the Company.
4. In exceptional circumstances i.e., in furtherance of legitimate purposes, performance of duties or discharge of legal obligations, any Designated Person may be permitted to ‘cross the wall’ and give UPSI to any person on a ‘need to know’ basis, under intimation to the Compliance Officer.
5. No insider shall communicate, provide, or allow access to any UPSI, relating to the Company or securities, to any person including other insiders except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
6. No person shall procure from or cause the communication by any insider of UPSI, relating to the Company or securities, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
7. However, UPSI may be communicated, provided, allowed access to or procured, in connection with a transaction which:

• entails an obligation to make an open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“SEBI Takeover Regulations”), where the Board of the Company is of informed opinion that the proposed transaction is in the best interests of the Company; or
• does not attract the obligation to make an open offer under the SEBI Takeover Regulations but where the Board of the Company is of the informed opinion that the proposed transaction is in the best interests of the Company and the information that constitutes UPSI is disseminated to be made generally available at least two trading days prior to the proposed transaction being effected in such form as the Board may determine to be adequate and fair to cover all relevant and material facts.

Note: For the above purposes, the Board shall require the parties to execute agreements to contract confidentiality and non-disclosure obligations on the part of such parties and such parties shall keep information so received confidential, except for the purpose of this clause and shall not otherwise trade in securities of the Company when in possession of UPSI.

8. Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password etc.
9. The Board shall ensure that a Structured Digital Database is maintained containing the nature of Unpublished Price Sensitive Information. Such database shall not be outsourced and shall be maintained internally with adequate internal controls and checks such as time stamping to ensure non-tampering of the database.

Provided that entry of information in Structured Digital Database, not emanating from within the Company, may be done not later than 2 calendar days from the receipt of such information.

10. The Board shall ensure that the Structured Digital Database is preserved for a period of not less than eight years after completion of the relevant transactions.

6. PREVENTION OF MISUSE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

All Designated Persons and their Immediate Relatives shall be subject to trading restrictions enumerated herein. As a general overriding rule, no Insider shall trade in securities of the Company when in possession of UPSI. When a person who is in possession of UPSI, has traded in securities, his trades would be presumed to be motivated by the knowledge and awareness of such information in his possession.

Trading Plan:

An Insider shall be entitled to formulate a trading plan and present it to the Compliance Officer for approval and may be carried public disclosure pursuant to which trades out on his behalf in accordance with such plan. This gives an option to persons who may be perpetually in possession of Unpublished Price Sensitive Information and enabling them to trade in securities in a compliant manner.

Trading Plan shall:

• not entail commencement of trading on behalf of the insider earlier than one hundred and twenty calendar days from the public disclosure of the plan;
• not entail overlap of any period for which another trading plan is already in existence;
• set out following parameters for each trade to be executed:

1. either the value of trades to be effected or the number of securities to be traded 
2. nature of the trade 
3. either specific date or time period not exceeding five consecutive trading days;
4. price limit, that is an upper price limit for a buy trade and a lower price limit for a sell trade, subject to the range as specified below:
5. for a buy trade: the upper price limit shall be between the closing price on the day before submission of the trading plan and upto twenty per cent higher than such closing price; 
6. for a sell trade: the lower price limit shall be between the closing price on the day before submission of the trading plan and upto twenty per cent lower than such closing price; and

• not entail trading in securities for market abuse.

The Compliance officer shall review the trading plan to assess whether the plan would have any potential for violation of the Insider Trading Regulations. The Compliance Officer shall be entitled to seek such express undertakings as may be necessary to enable such assessment and to approve and monitor the implementation of the plan.

The Trading Plan once approved shall be irrevocable and the Insider shall mandatorily have to implement the plan, without being entitled to either execute any trade in the securities outside the scope of the trading plan or to deviate from it except due to permanent incapacity or bankruptcy or operation of law. 

The implementation of the trading plan shall not be commenced, if at the time of formulation of the plan, the Insider is in possession of any UPSI and the said information has not become generally available at the time of the commencement of implementation. If the insider has set a price limit for a trade as described above, the insider shall execute the trade only if the execution price of the security is within such limit. If price of the security is outside the price limit set by the insider, the trade shall not be executed. The Compliance Officer shall confirm that the commencement of the Plan shall be deferred until such UPSI becomes generally available information. Further, the Insider shall also not be allowed to trade in securities of the Company, if the date of trading in securities of the Company, as per the approved Trading Plan, coincides with the date of closure of Trading Window announced by the Compliance Officer.

The Compliance Officer shall approve or reject the Trading Plan within two trading days of receipt of the Trading Plan and notify the approved Plan to the stock exchanges on which the securities are listed, on the day of approval.

The provisions regarding pre-clearance of trades, trading window norms and restrictions on Contra Trade shall not be applicable for a trade executed as per an approved Trading Plan.

7. TRADING WINDOW 

• Other than the period(s) for which the ‘Trading Window’ is closed as prescribed hereunder, the same shall remain open for trading in the Securities of the Company by the Designated Persons and their Immediate Relatives. Trading Window will be closed from the end of every quarter till 48 hours after the declaration of financial results. The gap between clearance of accounts by the Audit Committee and the Board meeting should be as narrow as possible to avoid leakage of material information.
• In addition to the above, Trading window may be closed by the Company during such times in addition to the above period as it may deem fit from time to time including when the Compliance Officer determines that a Designated Persons or a class of Designated Persons can reasonably be expected to possess UPSI till 48 hours after the UPSI is made public.
• No Designated Person and their Immediate Relatives shall trade in the securities of the Company when the Trading Window is closed.
• For UPSI not emanating from within the Company, the Trading Window may not be closed.
• It shall be the responsibility of the Designated Persons to advice their Immediate Relatives of Trading Window period closures.
• The timing for re-opening of the trading window shall be determined by the Compliance Officer taking into account various factors including the Unpublished Price Sensitive Information in question becoming generally available and being capable of assimilation by the market, which in any event shall not be earlier than forty-eight hours after the information becomes generally available.
• In case of employee stock options (“ESOPs”), exercise of ESOPs will be allowed in the period when the Trading Window is closed. However, sale of shares allotted on exercise of ESOPs will not be allowed when Trading Window is closed.

However, the Trading Window restrictions shall not apply in the following cases:

(i) the transaction is an off‐market inter‐se transfer between insiders who were in possession of the same unpublished price sensitive information without being in breach of regulation 3 of Insider Trading Regulations and both parties had made a conscious and informed trade decision; Provided that such UPSI was not obtained under sub‐regulation (3) of regulation 3 of the Insider Trading Regulations. Provided further that such off‐market trades shall be reported by the insiders to the Company within two working days. The Company shall notify the particulars of such trades to the stock exchange on which the securities are listed within two trading days from receipt of the disclosure or from becoming aware of such information;

(ii) the transaction was carried out through the block deal window mechanism between persons who were in possession of the UPSI without being in breach of regulation 3 of the Insider Trading Regulations and both parties had made a conscious and informed trade decision; Provided that such UPSI was not obtained by either person under sub regulation (3) of regulation 3 of the Insider Trading Regulations;
(iii) the transaction in question was carried out pursuant to a statutory or regulatory obligation to carry out a bona fide transaction;
(iv) the transaction in question was undertaken pursuant to the exercise of stock options in respect of which the exercise price was pre‐determined in compliance with applicable regulations;
(v) the trades were pursuant to a Trading Plan set up in accordance with regulation 5 of the Insider Trading Regulations; and
(vi) pledge of shares for a bona fide purpose such as raising of funds, subject to preclearance by the Compliance Officer and compliance with the respective regulations made by the SEBI.

8. PRE- CLEARANCE OF TRADES

• When the Trading Window is open, trading by designated persons shall be subject to pre-clearance by the Compliance Officer, if the value of the proposed trades is above such thresholds as the Securities and Exchange Board of India (“SEBI”) may stipulate.
• Prior to approving any trades, the Compliance Officer shall be entitled to seek declarations to the effect that the applicant for pre-clearance is not in possession of any UPSI. He shall also have regard to whether any such declaration is reasonably capable of being rendered inaccurate.
• All Designated Persons of the Company, who intend to trade in the securities of the Company irrespective of the value of the trade will have to make an application to the Compliance Officer in the prescribed form (Form D) given in this Code for pre-clearance of the transaction.
• All the pre-approved trades shall in respect of the securities of the Company shall be executed within seven Trading days after the approval of pre-clearance is given, failing which, fresh pre-clearance for trades to be executed, shall be obtained.
• All the Designated Persons who are permitted to trade shall in any event not less than six months execute any contra trade. The Compliance Officer may be empowered to grant relaxation from strict application of such restriction for reasons to be recorded in writing provided that such relaxation does not violate these regulations. Should a contra trade be executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to SEBI for credit to the Investor Protection and Education Fund administered by SEBI under the SEBI Act, 1992.
• Provided that this shall not be applicable for trades pursuant to exercise of stock options.
• In case trading in securities is necessitated by personal emergency, the holding period of six months as specified above may be waived by the Compliance Officer after recording in writing his/her reasons in this regard. An application for waiver of holding period shall be made to the Compliance Officer through concerned Departmental Head in the prescribed Form (Form E).
• The concerned persons shall disclose to the Company in the prescribed Form (Form F) the number of securities acquired or disposed of for which pre-clearances is obtained within two trading days of such transaction.
• The concerned persons shall disclose to the Company in the prescribed Form (Form F) the number of securities not traded including reasons for such decision for which pre-clearances is obtained within two trading days of completion of three Trading days after the approval of pre-clearance is given.
• The disclosures to be made by any person under this Code shall include those relating to trading by such person’s immediate relatives, and by any other person for whom such person takes trading decisions.
• The disclosures of trading in securities shall also include trading in derivatives of securities and the traded value of the derivatives shall be taken into account.
• The restrictions contained in this clause shall also apply to Immediate Relatives in respect of which the concerned Designated Person shall be responsible for the compliance under this policy.

9. REPORTING REQUIREMENTS 

Initial Disclosures

• Every person on appointment as a Key Managerial Personnel or a Director of the Company or upon becoming a Promoter or member of Promoter Group shall disclose his holding of securities of the Company as on the date of appointment or becoming Key Managerial Personnel or Director or Promoter or member of Promoter Group, to the Company within seven days of such appointment or becoming Key Managerial Personnel or Director or Promoter or member of Promoter Group, in the prescribed Form (Form B).

Continual Disclosures

• Every Promoter, member of Promoter Group, Designated Person and Director of the Company shall disclose to the Company in the prescribed Form (Form B) the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ₹ 10 lakhs.

The Company may, at its discretion, require any other Connected Person(s) to make disclosure of holdings and trading in securities of the Company in the prescribed form (Form C) and at such frequency as may be determined by the Compliance Officer.

The Compliance officer shall maintain records of all the declarations in the appropriate form given by Designated Persons for a minimum period of five years.

10. CONSEQUENCES FOR CONTRAVENTION OF THE CODE OF CONDUCT

Every Designated Person shall be individually responsible for complying with the provisions of the Code (including to the extent the provisions hereof are applicable to his/her dependents). Any Designated Person who trades in securities or communicates any information for trading in securities, in contravention of this Code may be penalized and appropriate action may be taken by the Company.

The Compliance Officer shall report all the breaches of this code to the Board of the Company. In the event of a breach of the Insider Trading Regulations, the Company shall promptly inform the stock exchanges where securities of the Company are traded, in such form and manner as may be specified by SEBI from time to time.

Designated Persons who violate the Code may also be subject to disciplinary action by the Company, which may include wage freeze, suspension, recovery, claw back, ineligibility for future participation in employee stock option plans, etc. Any amount collected under this shall be remitted to SEBI for credit to the Investor Protection and Education Fund administered by SEBI under the SEBI Act, 1992.

11. DISCLOSURES

This Code and any amendment thereof will be published on the Company’s official website at https://www.anupamrasayan.com.

12. REVIEW AND AMENDMENTS

The Board reserves the power to review and amend this Code from time to time. All provisions of this Code would be subject to revision / amendment in accordance with applicable laws as may be issued by relevant statutory, governmental and regulatory authorities, from time to time. Accordingly, any statutory amendment to applicable laws, will automatically be applicable to the extent necessary, and the Code should be interpreted as if those amendments have been incorporated. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant statutory, governmental and regulatory authorities are not consistent with the provisions laid down under this Code, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder.

******

FORM A

SEBI (Prohibition of Insider Trading) Regulations, 2015

[Regulation 7 (1) (b) read with Regulation 6(2) – Disclosure on becoming a Key Managerial Personnel/Director/Promoter/Member of the promoter group]

Name of the Company: ___________________________________________

ISIN of the Company: ___________________________

Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming a Promoter or member of the promoter group of a listed company and immediate relatives of such persons and by other such persons as mentioned in Regulation 6(2).

Note: “Securities” shall have the meaning as defined under regulation 2(1)(I) of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

Details of Open Interest (OI) in derivatives of the company held on appointment of KMP or Director or upon becoming a Promoter or member of the promoter group of a listed company and immediate relatives of such persons and by other such persons as mentioned in Regulation 6(2).

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.

Name & Signature:
Designation:
Date:
Place:

Annexure to Form A

Name:

Employee Code: 

*“material financial relationship” shall mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift from a designated person during the immediately preceding 12 months, equivalent to at least 25% of the annual income of such designated person but shall exclude relationships in which the payment is based on arm’s length transactions.

FORM B

SEBI (Prohibition of Insider Trading) Regulations, 2015

[Regulation 7(2) read with Regulation 6(2) – Continual Disclosure]

Name of the Company: ___________________________________________

ISIN of the Company: ___________________________

Details of change in holding of Securities of Promoter, Member of the Promoter Group, Designated Person or Director of a listed company and immediate relatives of such persons and other such persons as mentioned in Regulation 6(2).

Note: (i) “Securities” shall have the meaning as defined under regulation 2(1)(I) of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. (ii) Value of transaction excludes taxes/brokerage/any other charges.

Details of trading in derivatives on the securities of the company by Promoter, member of the promoter group, designated person or Director of a listed company and immediate relatives of such persons and other such persons as mentioned in Regulation 6(2).

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.

Name & Signature:
Designation:
Date:
Place:

Annexure to Form B

Name:
Employee Code:

*“material financial relationship” shall mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift from a designated person during the immediately preceding 12 months, equivalent to at least 25% of the annual income of such designated person but shall exclude relationships in which the payment is based on arm’s length transactions.

FORM C

SEBI (Prohibition of Insider Trading) Regulations, 2015

[Regulation 7(3) – Transactions by Other connected persons as identified by the Company]

Details of trading in securities by other connected persons as identified by the Company

Note: (i) “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015. (ii) Value of transaction excludes taxes/brokerage/any other charges

Details of trading in derivatives on the securities of the company by other connected persons as identified by the company

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.

Name:
Signature:
Place:

FORM D

FORM FOR PRE-CLEARANCE OF TRANSACTIONS

[as per Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and Clause 8 of Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives]

To

The Company Secretary/Compliance Officer
Anupam Rasayan India Limited
Office Nos. 1101 to 1107,
11th Floor, Icon Rio,
Behind Icon Business Centre, Dumas Road,
Surat-395007, Gujarat, India

I intend to sell / purchase securities of the Company, as follows:

I hereby apply for the pre-clearance of the transaction(s) referred above. In relation to the above trading, 

I undertake that:

• That I do not have any access nor have I received any “Price Sensitive Information” up to the time of signing this undertaking.
• That in case I have access to or receive “Price Sensitive Information” after the of this undertaking but before the execution of the transaction I shall inform the Compliance Officer of the change in my position and that I would completely refrain from trading in the securities of the Company till the time such information becomes public.
• That I have not contravened the Code of Conduct (Insider Trading) for prevention of insider trading as notified by the Company from time to time.
• That I have made a full and true disclosure in the matter.
• That I will go ahead with the transaction only after receiving the required clearance.
• That I will execute the order in respect of the securities of the Company within 7 Trading days after the approval of pre- clearance is given, failing which, fresh clearance shall be obtained.
• That I shall inform the Company (in Form E) within 2 days of transaction / trading in securities of the Company/end of 7 trading days from pre-clearance approval the details of the securities traded along with securities not traded (in respect of which pre approval had been obtained).

Signature:
Date:
Place:

Confirmation of the immediate senior of the applicant:

I, ________________, (designation), immediate senior of the applicant Mr. __________________ confirm that the applicant is not holding any UPSI at the time of making this application.

Place:
Date:

Signature of Immediate Senior

FORM E

APPLICATION FOR WAIVER OF MINIMUM HOLDING PERIOD

[As per Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and Clause 8 of Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives]

To

The Company Secretary/Compliance Officer

Anupam Rasayan India Limited

Office Nos. 1101 to 1107,
11th Floor, Icon Rio,
Behind Icon Business Centre, Dumas Road,
Surat-395007,
Gujarat, India

Through: Department Head

Dear Sir,

I request you to grant me waiver of the minimum holding period of 6 months as required under the Company’s’ Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives, with respect to _______________ securities of the Company held by me/ (name of family dependent)/jointly acquired by me on ____________ (date). I desire to deal in the said shares because of the under-mentioned emergency [mention reasons in brief along with supporting documents]

Thanking you

Your faithfully,

Name of Applicant:
Designation:
Employee Code No.:
Date:
Signature:

FORM F

FORM FOR DISCLOSURE OF TRANSACTIONS

[As per Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and Clause 8 of Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives]

To be submitted within two days of transaction / trading in securities of the Company/end of 7 trading days from pre-clearance approval

To

The Company Secretary/Compliance Officer
Anupam Rasayan India Limited
Office Nos. 1101 to 1107,
11th Floor, Icon Rio,
Behind Icon Business Centre, Dumas Road,
Surat-395007, Gujarat, India

Pre-Approval Reference No.: ___________

I hereby inform that I

• have not bought / sold/ subscribed any securities of the Company (Reason________________)
• have bought/sold/subscribed to _______________ securities as mentioned below on____________(date)

In connection with the aforesaid transaction(s), I hereby undertake to preserve, for a period of 3 years and produce to the Compliance officer / SEBI any of the following documents if sought for:

• Broker’s contract note.
• Proof of payment to/from brokers.
• Extract of bank passbook/statement (to be submitted in case of demat transactions).
• Copy of Delivery instruction slip (applicable in case of sale transaction).

I agree to hold the above securities for a minimum period of six months/undertake that no contra trade shall be entered within a period of six months. In case there is any urgent need to sell these securities within the said period, I shall approach the Compliance Officer for necessary approval (applicable in case of purchase / subscription).

I declare that the above information is correct and that no provisions of the Company’s Code and/or applicable laws/regulations have been contravened for effecting the above said transactions(s)

Signature:
Name and Designation:
Date:

 Approved on November 30, 2020 and last amended on May 23, 2025