Code of Practice and procedure for UPSI

In terms of the requirement stated under Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“The Regulations”), mandate every Listed Company to formulate and publish on its official website, code of practices and procedures for fair disclosure of unpublished price sensitive information that it would follow in order to adhere to each of the principles set out in Schedule A to the regulations.

This Code has been reviewed and approved by the Board of Directors of the Power & Instrumentation ( Gujarat) Limited(“the Company”) and shall come into effect from the date of listing of Equity Shares of the company.

This Code shall be applicable and binding on all the employees, officers, directors and those persons authorized to speak on behalf of the Company.

1. Unpublished Price Sensitive Information:
   

   “Unpublished price sensitive information” means any information, relating to a company or its securities,directlyorindirectly,thatisnotgenerallyavailablewhichuponbecominggenerally 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 capitalstructure;
   • Mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such othertransactions;
   • Changes in key managerialpersonnel;
2. Material Information as specified under the Listing Regulations:
   

   Material information means any information relating to the business or affairs of the Company that results in, or would reasonably be expected to result in a significant change in the market price or value of the securities of the Company or that would reasonably be expectedtohaveasignificantinfluenceonanyreasonableinvestor’sinvestmentdecisions.

Procedures governing the disclosure of Material Information required to be disclosed shall provide that such disclosure shall be made in accordance with the following principles:

• Information should be disclosed immediately through the stock exchanges.
• Under certain circumstances, the Company may determine that such disclosure would be unduly detrimental to the Company (for example if release of the information would cause prejudice to negotiations in a corporate transaction), in such case, the information shall be kept confidential until the Company determines it may be publicly disclosed. Information should be disclosed only after there is credibility to the information and the information has concretized.
• Disclosures should be made in a timely manner.
• Disclosure must be complete in all material respects and should not be misleading.
• Unfavourable Material Information must be disclosed as promptly and completely as favourable information.
• Disclosure must be corrected immediately if the Company is subsequently made aware that its earlier disclosure contained a material error or omission at the time it was given.

The Company shall disclose Material Information concerning its business and affairs to the public immediately, except when otherwise required for the purpose of maintaining the confidentiality of the information. This Code is to enable all persons investing in the securities of the Company to have the opportunity for equal and timely access to information that may affect their investment decision regarding thosesecurities.

This Code further provides that, once there is credibility to the information and once the information is reached to a level of concretization, the information would be disclosed by the Company in a timely manner.

IncaseanyFunctionalHeadbecomesawareofsomeMaterialInformationabouttheCompany, the said Functional Head would contact the Compliance Officer or Managing Director of the Company.

The Compliance officer and/or Managing Director would then determine whether the information requires disclosure to the stock exchanges or not in accordance with the Listing Agreements. Thereafter, concerned functional head will prepare the content of the disclosure and determine the timing of the disclosures. Thereafter, the Company will disclose the said information to the stock exchanges.

Under certain circumstances, the Company may keep Material Information confidential for a limitedperiodoftimebecauseimmediatedisclosuremaycompromisecertainstrategicbusiness opportunities of the Company or may not be disclosable due to third-party confidentiality restrictions or uncertainty of events.

The determination of when not to disclose Material Information immediately shall be made by the Compliance officer and/or Managing Director of the Company.

• Disclosure of UPSI to be made only if it is in furtherance of Legitimate Purposes, performance of duties or discharge of legalobligations.
• Subject to applicable laws, PIT Code, Fair Disclosure Code and other codes and policies and any procedures framed by the Company, UPSI shall be shared only on a need-to-know basis,postexecutingtheNon-Disclosure/ConfidentialityAgreementoronservingnotices ofconfidentiality.

The Compliance Officer may be contacted for any queries concerning this Fair Disclosure Code.

The Company shall not comment, affirmatively or negatively, on market rumours. Should a stock exchange request that the Company make a definitive statement in response to a market rumour that is causing significant volatility in the securities of the Company, the Compliance Officer and/or Managing Director shall consider the matter and content of the Company’s response, such as confirming “no corporate development at this time”.

• UPSI will be disseminated uniformly and universally to all stakeholders through Stock Exchanges. Additionally, the same may also be posted on the official website of the Company as per ApplicableLaw.
• Incaseanyinformationisdisclosedselectively,whetherbyinadvertenceorotherwise,the Company shall take the necessary corrective action, including informing the Stock Exchanges, to make the information publicly available. This will be decided by the Compliance Officer in conjunction with the Managing Director. PRESERVATION OF UPSI

  All UPSI is to be preserved and maintained in utmost confidentiality by everyone including those who are recipients of any UPSI.

  TheCompanyshallmaintainandstorerecordsinrespectofdisclosuresmadebyitthroughany means under the relevant provisions of the Companies Act, 2013, rules made there under for audit and future reference.

TheBoardshallberesponsiblefortheadministration,interpretation,applicationandreviewof this policy. The Board shall be empowered to bring about necessary changes to this policy, if required at any stage in compliance with the prevailinglaws.