MATERIALITY POLICY

INTRODUCTION AND BACKGROUND

This document embodies the policy in respect of Code of Conduct and Code of Fair Disclosures (“Code of Conduct” / “Code” ) for prohibition of Insider Trading and dealing in securities of the MANA AND KIAS INFRASTRUCTURES LIMITED(“the Company”), to be observed by all Employees, Directors, Designated Persons, Immediate Relatives of Designated Persons and Connected Persons, as and where applicable.

OBJECTIVE OF THIS CODE OF CONDUCT

This Code of Conduct has been prepared by adopting the standard as set out in the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, to regulate, monitor, and report trading by its Employees, Directors, Designated Persons, Immediate Relatives of Designated Persons and other Connected Persons towards achieving compliance with the said regulations.

The objective of this document is to communicate the Code of Conduct, related to trading in securities of the Company. It is intended to serve as a guideline to all the Employees, Directors, Designated Persons, Immediate Relatives of Designated Persons, and Connected Persons while trading in securities of the Company.

DEFINITIONS

ACT: means the Securities and Exchange Board of India Act, 1992 (15 of 1992).
BOARD OF DIRECTORS/DIRECTORS: means the board of directors of the Company.
3. COMPLIANCE OFFICER: The company secretary of the Company will be the Compliance Officer for this Code of Conduct. For the avoidance of doubt, this is to clarify that, the company secretary of the Company is a Financially Literate person and is capable of appreciating the requirements for legal and regulatory compliance under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.

Duties and Responsibilities:

The Compliance Officer shall in consultation with and with the approval of the Managing Director, be responsible for setting forth policies, and procedures, monitoring adherence to the rules for the preservation of “Unpublished Price Sensitive Information”, pre‐clearing of Designated Persons and their Immediate Relative’s trades, monitoring of trades and the implementation of the Code of Conduct under the overall supervision of the Board of Directors.
The Compliance Officer shall maintain a record of the Designated Persons and any changes amongst them from time to time.
The Compliance Officer shall assist all the Employees, Designated Persons, Immediate Relatives of Designated Persons, and Connected Persons in addressing any clarifications regarding the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and the Company’s Code of Conduct.

Insider

any person who is:
1. a Connected Person; or
2. in possession of or having access to Unpublished Price Sensitive Information.

SEBI

means Securities and Exchange Board of India.

CFO

Chief Financial Officer shall mean the chief financial officer of the Company.

Employee

Employee means any person employed with/by the Company.

Financially Literate

means a person who can read and understand basic financial statements i.e. balance sheets, profit and loss accounts, and statements of cash flows.

Managing Director

shall mean the managing director of the Company.

Connected Person

Any person who is or has during the six (6) months before the concerned act (trading in securities) been associated with the Company, directly or indirectly, in any capacity including because of frequent communication with its Employees or by being in any contractual, fiduciary or employment relationship or by being a Director of the Company or an Employee of the Company holds any position including a professional or business relationship between himself and the Company whether temporary or permanent, that allows such person, directly or indirectly, access to Unpublished Price Sensitive Information or is reasonably expected to allow such access.

Person(s)

shall include all the Employees, Designated Persons, their Immediate Relatives, and Connected Persons.

Person deemed to be connected

The persons falling within the following categories shall be deemed to be connected persons unless the contrary is established:

An Immediate Relative of Connected Persons; or
A holding company associate company or subsidiary company; or
An intermediary such as a stockbroker, sub‐broker, share transfer agent, banker to the issue, trustee to the issue, registrar to an issue, merchant banker, underwriter, portfolio manager, investment adviser, or such other intermediary as defined under the Act or an employee or director thereof; or
An investment company, trustee company, asset management company, or employee or director thereof; or
An official of a stock exchange or of clearing house or corporation; or
A member of the 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
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; or
An official or an employee of a self‐regulatory organization recognized or authorized by SEBI; or
A banker of the company; or
A concern, firm, trust, Hindu undivided family, company, or association of persons wherein a director of a company or his immediate relative or banker of the Company, has more than ten percent of the holding or interest.

Designated Person(s)

Directors of the Company;
Promoter and Promoter Group of the Company;
Company Secretary of the Company;
Chief Financial Officer of the Company;
All direct reports to the Chief Financial Officer;
All members of the Legal and Finance Department;
All members of the Accounts Department;
Any other person who may have access to Unpublished Price Sensitive Information and who is notified by the Compliance Officer shall be included within the purview of Designated Persons from time to time keeping in mind the objectives of this Code of Conduct.

The Compliance Officer shall maintain a list of the Designated Persons and any changes thereto from time to time.

Immediate Relative

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

Trading & Securities

Trading means and includes subscribing, buying, selling, dealing or agreeing to subscribe, buy, sell, and/or deal in any securities of the Company.

Provided that for this Code, holdings or dealings in securities by an Immediate

Relative of the Designated Persons shall be deemed to have been held or done (as the case may be) by the concerned Designated Person and such Designated Person, as the case may be, shall be liable to comply with all the provisions of this Code as may apply to such holdings or dealings accordingly.

Trading & Securities

Trading means and includes subscribing, buying, selling, dealing or agreeing to subscribe, buy, sell, and/or deal in any securities of the Company.

Provided that for this Code, holdings or dealings in securities by an Immediate

Trading Day

shall mean a day on which the recognized stock exchanges are open for trading

Generally Available Information

Generally, available information means information that is accessible to the public on non‐ non-discriminatory basis.

Legitimate Purpose

hall include sharing of Unpublished Price Sensitive Information of the Company in the ordinary course of business by an Insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

Unpublished Price Sensitive Information (UPSI)

“Unpublished Price Sensitive Information” 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:

Financial results.
Dividends.
Change in capital structure.
Mergers, de‐mergers, acquisitions, delisting, disposals, and expansion of business and such other transactions; and
Change in key managerial personnel.

Promoter and Promoter Group

Promoter & Promoter Group shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.

Securities

Securities shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof except units of a mutual fund.

Takeover Regulations

Takeover regulations mean the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time.

Restriction on Communication & Trading by Insiders

Communications or Procurement of Unpublished Price Sensitive Information:

No Insider shall communicate, provide, or allow access to any Unpublished Price Sensitive Information, relating to the Company or its group entities listed or proposed to be listed, to any person including other Insiders except where such communication is in furtherance of Legitimate Purposes, performance of duties or discharge of legal obligations.
No person shall procure from or cause the communication by any Insider of Unpublished Price Sensitive Information, relating to the Company or its group entities listed or proposed to be listed except in furtherance of Legitimate Purposes, performance of duties, or discharge of legal obligations. Any Person in receipt of Unpublished Price Sensitive Information under a Legitimate Purpose shall be considered an Insider for purposes of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and due notice shall be given to such persons to maintain confidentiality of such Unpublished Price Sensitive Information in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and this Code of Conduct. Notwithstanding anything contained above, Unpublished Price Sensitive Information may be communicated, provided, allowed access to, or procured, in connection with a transaction that would‐
1. There is an obligation to make an open offer under the Takeover Regulations where the Board of Directors is of the informed opinion that the proposed transaction is in the interest of the Company.
2. Not attract the obligation to make an open offer under the Takeover Regulations but where the Board of Directors is of the informed opinion that sharing of such information is in the best interest of the Company and the information that constitutes Unpublished Price Sensitive Information is disseminated to be made generally available at least two (2) Trading Days before the proposed transaction being effected in such form as the Board of Directors may determine to be adequate and fair to cover all relevant and material facts. For the above rule, the Board of Directors shall require the parties to execute agreements to contract confidentiality and non-disclosure obligations.
3. The Board of Directors 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 under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, along with the Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available. Such databases shall be maintained with adequate internal controls and checks.

B) Trading when in possession of Unpublished Price Sensitive Information:

No Insider shall trade in securities of the Company when in possession of Unpublished Price Sensitive Information.

For the sake of clarity, if any Insider has traded in the securities of the Company and has had Unpublished Price Sensitive Information, his trades would be presumed to have been motivated by the knowledge and awareness of such information in his possession. Provided that the Insider may prove his innocence by demonstrating the circumstances including the following:

The transaction is an off‐market inter‐se transfer between Insiders who owned the same Unpublished Price Sensitive Information without being in breach of this clause or regulation 3 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and both parties had made a conscious and informed trade decision.
The transaction was carried out through the block deal window mechanism between persons who owned the Unpublished Price Sensitive Information without being in breach of this clause or regulation 3 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and both parties had made a conscious and informed trade decision.
The transaction in question was carried out according to a statutory or regulatory obligation to carry out a bona fide transaction.
the transaction in question was undertaken according to the exercise of stock options in respect of which the exercise price was pre‐determined in compliance with applicable regulations.

b) in the case of non‐individual Insiders:

The individuals who owned such Unpublished Price Sensitive Information were different from the individuals making trading decisions and such decision-making individuals were not in possession of such Unpublished Price Sensitive Information when they took the decisions to trade, and
appropriate and adequate arrangements were in place to ensure that these regulations are not violated and no Unpublished Price Sensitive Information was communicated by the individuals possessing the information to the individuals making trading decisions and there is no evidence of such arrangements having been breached;
the trades were pursuant to a trading plan set up in accordance with the trading plan as per this code.

c) In the case of Connected Persons, the onus of establishing that they were not in possession of Unpublished Price Sensitive Information, shall be on such Connected Persons, and in other cases, the onus would be on SEBI. Unpublished Price Sensitive Information is to be handled on a “need to know” basis, i.e., Unpublished Price Sensitive Information should be disclosed only to those within the Company who need the information to discharge their duty.

Trading Plan

An Insider shall be entitled to formulate a trading plan and present it to the Compliance Officer for approval and public disclosure pursuant to which trades may be carried out on his behalf in accordance with such plan.

2. Such trading plan shall:–

not entail commencement of trading on behalf of the Insider earlier than six (6) months from the public disclosure of the plan.

not entail trading for the period between the twentieth (20th) trading day prior to the last day of any financial period for which results are required to be announced by the issuer of the securities and the second (2nd) trading day after the disclosure of such financial results;

entail trading for a period of not less than twelve (12) months.

not entail overlap of any period for which another trading plan is already in existence.

set out either the value of trades to be effected or the number of securities to be traded along with the nature of the trade and the intervals at, or dates on which such trades shall be effected.

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 SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and 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 pre‐clearance of trades shall not be required for a trade executed as per the approved trading plan of the Company.

The trading plan once approved shall be irrevocable and the Insider shall mandatorily have to implement the plan, without being entitled to either deviate from it or to execute any trade in the securities outside the scope of the trading plan. Provided that the implementation of the trading plan shall not be commenced if any Unpublished Price Sensitive Information in possession of the Insider at the time of formulation of the plan has not become generally available at the time of the commencement of implementation and in such event, the compliance officer shall confirm that the commencement ought to be deferred until such Unpublished Price Sensitive Information becomes generally available information to avoid a violation of sub‐regulation (1) of regulation 4 of the SEBI (Prohibition of Insider Trading) Regulations 2015, as amended.

Upon approval of the trading plan, the Compliance Officer shall notify the plan to the stock exchanges on which the securities of the Company are listed.

Trading Window

Designated Persons (including their Immediate Relatives) can trade in the securities of the Company only when the Trading Window is open. Additionally, Designated Persons (including their Immediate Relatives) may execute trades where a notional trading window shall be used as an instrument of monitoring trading. The trading window shall be closed during the time the price-sensitive information is unpublished and the Designated Persons (including their Immediate Relatives) shall not trade in the Company’s securities in such period.
The trading window, shall be, inter alia closed at the time of:
1. Declaration of Financial results.
2. Declaration of dividend (interim or final)
3. Amalgamation, mergers and buyback;
The trading window shall be closed when the Compliance Officer determines that a Designated Person or class of Designated Persons can reasonably be expected to have possessions of Unpublished Price Sensitive Information. However, such closure shall only be imposed on such securities to which such Unpublished Price Sensitive Information relates.
The timing for re‐opening of the trading window shall be determined by the Compliance Officer taking into account various factors including the UPSI 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.
Designated Persons are prohibited from trading in the securities of the Company when the Trading Window is closed.
The above restrictions shall not be applicable for trades carried out in accordance with an approved trading plan.

Code of Fair Disclosure & Conduct

Principles of Fair Disclosure of Unpublished Price Sensitive Information which will be followed by the Company are:

The Board of Directors of the Company will ensure prompt public disclosure of Unpublished Price Sensitive Information pursuant to this Code as required under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, with an objective of making such information generally available.
The disclosure of Unpublished Price Sensitive Information shall be in a uniform manner and not be on a selective basis.
In order to do this, the Compliance Officer of the Company shall act and be designated as Chief Investor Relations Officer of the Company and shall deal with prompt dissemination of Unpublished Price Sensitive Information that gets disclosed selectively, inadvertently, or otherwise to make such information generally available.
The Designated Persons and Employees of the Company shall promptly direct any queries or requests of market rumors received from the stock exchange the press or media or from any other source to the Compliance officer.
It is the general policy of the Company not to respond to market rumors or speculations unless required by the regulatory authorities. However, any rumors that have had or are likely to have a substantial effect on the price of the Company’s securities will be clarified in accordance with the regulations prescribed.
Ensuring that information shared with analysts and research personnel is not Unpublished Price Sensitive Information.
Handling of all Unpublished Price Sensitive Information on a need‐to‐know basis.

Institutional Mechanism for Prevention of Insider Trading

The Company has put in place an adequate and effective system of internal controls to ensure compliance with the requirements given in SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, to prevent insider trading.
The Audit Committee of the Company, at least once in a financial year, will review and verify that the systems for internal control are adequate and are operating effectively.

Applicability

SCOPE OF COVERAGE

All Designated Persons and their Immediate Relatives, Employees, and Connected Persons are governed by this Code of Conduct.

CONFIDENTIALITY

Designated Persons, Employees, and their Immediate Relatives shall maintain the confidentiality of all Unpublished Price Sensitive Information and shall not communicate such information directly or indirectly by way of making a recommendation for purchase or sale of securities.
Unpublished Price Sensitive Information shall be handled on a need-to-know basis. Unpublished Price Sensitive information shall be disclosed only to those within the Company who need the information for Legitimate Purpose.
Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password.

III. TRADING WINDOW CLOSURE PERIOD

Designated Persons and their Immediate Relatives, Connected Persons shall conduct their dealings in the securities of the Company only when the trading window is open and shall not deal in any transaction involving the purchase or sale of the securities of the Company when the trading window is closed. The trading window shall also be applicable to any person having contractual or fiduciary relation with the Company, such as auditors, accountancy firms, law firms, analysts, insolvency professional entities, consultants, banks, etc., assisting or advising the Company.

The trading window Closure Period means and includes:

In respect of the announcement of financial results by the Company, the Trading Window will remain closed from the end of the quarter till the date of the Board Meeting for approving the financial results and shall be opened two (2) working days after the results are published.
No separate intimation will be sent at the start of the Trading Window Closure Period. Exceptions, if any, will be informed separately.

The period commencing from the date on which intimation is given by the Company to the stock exchanges of the date of the Board Meeting to be held for consideration/approval of the following items mentioned herein below and ending two (2) working days after the information is made public:

Declaration of Dividend (Interim / Final);
Issue of Securities by way of Public / Right / Bonus etc.;
Buyback of securities;

Any other period that the management in consultation with the Compliance Officer may specify, from time to time at its sole discretion.

DISCLOSURE REQUIREMENTS

(I) Initial Disclosure:

a) Every Promoter & Promoter Group, Designated Persons, key managerial personnel of the Company shall disclose their holding of securities of the Company as on the date of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, taking effect, to the Company within thirty (30) days of the taking effect of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.
b) Every person on appointment as a key managerial personnel or a Director of the Company or upon becoming a Promoter or Promoter Group shall disclose his holding of securities of the Company as on the date of appointment or becoming a Promoter, to the Company within seven (7) days of such appointment or becoming a Promoter.
c) Every Employee on appointment shall disclose his holdings of securities of the Company as on the date of appointment.

(II) Continual Disclosures.

a) Every Promoter & Promoter Group, Designated Persons, and their Immediate Relatives shall disclose to the Company the number of such securities acquired or disposed of within two (2) Trading Days of such transaction;
b) Every Promoter & Promoter Group, Designated Persons and their Immediate Relatives shall disclose to the Company the number of such securities acquired or disposed‐off within two (2) Trading Days if the value of the securities traded, whether in one (1) transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of Rs. 10,00,000/‐ (Rupees Ten Lakh only) or such other value as may be specified.
c) The Company shall notify the particulars of such trading in excess of Rupees 10,00,000/‐ (Rupees Ten Lakh only) as mentioned in point b above, to the stock exchange on which the securities are listed within two (2) trading days of receipt of the disclosure or from becoming aware of such information.

Explanation. — It is clarified for the avoidance of doubts that the disclosure of the incremental transactions after any disclosure under this sub‐regulation, shall be made when the transactions effected after the prior disclosure cross the threshold specified in clause (b) of sub‐regulation (II).

d) All the dealings in securities of the Company by the Designated Persons and their Immediate Relatives should be disclosed on an annual basis, as of 31st March every year to the Compliance Officer along with any additional information as may be required by the SEBI (Prohibition of Insider Trading Regulations), 2015, as amended.

(III) Disclosure by other Connected Persons

The Compliance Officer of the Company at his discretion may require any other Connected Person or class of Connected Persons to make disclosures of holdings and trading in securities of the Company as and when he deems fit to monitor compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 in such form and at such frequency as may be determined by the Company.

PRE‐CLEARANCE
Designated Persons and their Immediate Relatives and Employees who intend to deal in the Company’s securities above Rs. 5,00,000 (Rupees Five Lakh) in value in one transaction, during the period other than the trading window closure period, shall have to obtain prior permission from the Compliance Officer by making an application in the prescribed format along with a necessary undertaking.

In case of dealing in the Company’s securities by the Compliance Officer, prior permission from Managing Director of the Company shall be obtained.

The transaction for which permission is sought shall be carried out within seven (7) trading days after the approval has been obtained. If the order is not executed within seven (7) trading days after the approval is given, the Designated Persons and their Immediate Relatives and employees shall be required to pre‐clear the transaction again.
RESTRICTION ON CONTRA TRADE
A Designated Person who is permitted to trade shall not execute a contra-trade within six (6) months of the said transaction. The Compliance Officer may be empowered to grant relaxation from the strict application of such restriction for reasons to be recorded in writing provided that such relaxation does not violate the SEBI (Prohibition of Insider Trading) Regulations, 2015, as

amended, on that behalf. Provided that the said restriction shall not be applicable for trades pursuant to the exercise of stock options, if any.

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 Education and Protection Fund administered by SEBI under the Act.

In case of contra‐trade by the Compliance Officer before the expiry of six (6) months, prior permission from the Managing Director shall be obtained.

VII. REPORTING BY COMPLIANCE OFFICER

The Company Secretary designated as such by the Board of Directors will act as the Compliance Officer for the purpose of this Code and will perform the following functions notwithstanding any other function given in the Code:

a) Monitor and administer this Code;
b) Process the pre‐clearance of trade as per approval matrix;
c) Maintain, update, and preserve records, as per SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended;
d) Clarify issues regarding the Code and redress the grievances of the Designated Persons;
e) Decide and notify the ‘No‐Trading Period/Trading Window Closure Period’ for Designated Persons / select persons or specific departments, as deemed necessary.
f) Identify and notify the list of Designated Persons on the basis of specific transactions, as required under the Code.
g) The Compliance Officer shall maintain records of all the declarations in appropriate forms given by the Designated Persons for a minimum period of five (5) years. The Compliance Officer can delegate all or any of the above powers to any authorized Employee of the Company.

VIII. PENALTY

This Code is pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and any Designated Persons /Employee /Connected Persons who contravene this Code are liable to be penalized and appropriate action will be taken against them by the Company after giving reasonable opportunity to them to explain their stand in the matter. The Company may decide the penalty within the said Code by taking into consideration the factors such as knowledge of Unpublished Price Sensitive Information, level of management responsibility of the individual concerned, number of securities transacted, whether the breach occurred as a result of deliberate intent or not, etc. They shall also be subject to disciplinary action including a wage freeze, dismissal, ineligibility for future participation in Future stock options, if any, and forfeiture of benefits, etc.
In addition to the action taken by the Company, the Person violating this Code shall also be subject to penal action by SEBI as per the Act and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. Any action taken by the Company shall not preclude SEBI from taking any action in case of violation of SEBI Regulations.
In case of any violation of any of the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Compliance Officer shall inform SEBI of the said violation.
The Board of Directors in consultation with the Compliance Officer has the right to change/amend this Code from time to time at its sole discretion and/or in pursuance of any amendments made in the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.
The decision of the Compliance Officer / Managing Director on any matter relating to this Code shall be final, binding, and conclusive.
All correspondence with the Company regarding this Code should be sent to the Compliance Officer and marked “CONFIDENTIAL”.

XII. GENERAL GUIDELINES

a) In any case, no Person will divulge any Unpublished Price Sensitive Information to any person who might trade on such information.
b) In any case, if a Person becomes aware of any leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information, such Person should promptly inform the Compliance Officer about the same.
c) The Compliance Officer and respective executives involved in handling information to comply with this Code shall not divulge any information in their possession related to the shareholding of Employees or Designated Person(s), as this is personal information related to an Employee or Designated Person(s) and his right of privacy shall not be infringed.

THIS POLICY IS ONLY INTERNAL CODE OF CONDUCT AND ONE OF THE MEASURES TO AVOID INSIDER TRADING. AGAIN, YOU ARE REQUESTED TO UNDERSTAND AND OBSERVE THE SPIRIT AND THE INTENT BEHIND THIS DOCUMENT. IT WILL BE THE RESPONSIBILITY OF EACH EMPLOYEE AND DESIGNATED PERSON TO ENSURE COMPLIANCE WITH SEBI GUIDELINES AND OTHER RELATED STATUTES FULLY.