Bonfiglioli Transmissions544996Routine SEBI update

Code for fair disclosure of unpublished price sensitive information enclosed under Regulation 8(2)

The company has enclosed its Code of Practices and Procedures for fair disclosure of unpublished price sensitive information, plus a policy defining a "legitimate purpose" for sharing such information.

By ScoutQuest · Fri 23 Oct 2026, 2:49 PM IST · 3 min read

Regulation cited: Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015
UPSI database retention period: not less than eight years after completion of the relevant transactions

The company has shared an intimation under Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. Attached is the Code of Practices and Procedures for fair disclosure of unpublished price sensitive information (UPSI), along with a policy for determining what counts as a "legitimate purpose". The same code is hosted on the company's investor relations web page.

Who handles disclosures

Unless the Board resolves otherwise, the Company Secretary acts as the Chief Investor Relations Officer to deal with dissemination of information and disclosure of UPSI.

What the code commits to

Prompt public disclosure of UPSI once credible and concrete information comes into being, so that it becomes generally available.
Uniform and universal dissemination of UPSI, to avoid selective disclosure.
If UPSI is disclosed selectively, inadvertently or otherwise, the Compliance Officer promptly makes it generally available by intimating the stock exchanges.
Appropriate and fair response to queries on news reports and to regulatory requests for verification of market rumours.
Information shared with analysts and research personnel is not UPSI; transcripts or records of analyst and investor meetings are to be put on the website.
All UPSI handled on a need-to-know basis.

Sharing with outsiders — "legitimate purpose"

Sharing UPSI in the ordinary course of business with the company's partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors and consultants can be a legitimate purpose, provided the sharing is not done to evade or circumvent the Regulations. Whether a particular case qualifies depends on its own facts and circumstances. The factors listed are: whether it is in the ordinary course of business; whether it is meant to evade or circumvent the prohibitions; whether it is in the best interests of the company or for a genuine commercial purpose; whether it is needed to discharge legal obligations; and whether the nature of the information is commensurate with the purpose. Where there are multiple purposes, each is judged on its own merits.

What a recipient must be told

Before or at the time of sharing, by written intimation or a contractual agreement such as a confidentiality or non-disclosure agreement, the recipient must be informed that the information is UPSI and that the company is its exclusive owner; that the recipient is deemed an insider and bound by the Regulations; that confidentiality must be maintained at all times; that the information may be used only for the approved purpose; that a written undertaking must be given not to trade in the company's securities while in possession of UPSI; that the recipient must extend all cooperation; and that the recipient must adopt a code of conduct under Regulation 9.

Records

The Compliance Officer maintains a structured digital database of all recipients of UPSI, with name, address, email, Permanent Account Number (PAN) or another authorised identifier where PAN is not available. This database is preserved for not less than eight years after completion of the relevant transactions, and in the event of information from the Board about any investigation or enforcement proceedings, until those proceedings are completed.

How to read this

The document is about how information is handled, disclosed and shared, and what the company expects from those who receive it. The substance here is process — prompt disclosure, avoiding selective disclosure, and record-keeping — rather than an operating or financial event.

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