Board adopts Code for Fair Disclosure of Unpublished Price Sensitive Information
The company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, approved by its Board under SEBI insider trading rules.
- Regulation Adopted Under
- Regulation 8(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015
- Intimation Made Under
- Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015
- Code Availability
- available on the company's website in the Policies section
- Signed By
- Arnab Mitra, Managing Director
What the company has shared
The update states that the Board of Directors has approved and adopted a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information". The intimation was made to the exchange under Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, and the Code was adopted under Regulation 8(1) of those regulations. The Code is also available on the company's website in the Policies section. The letter is signed by Arnab Mitra, Managing Director.
What the Code sets out
- Unpublished price sensitive information, or UPSI, is to be disclosed promptly and in a uniform manner to the stock exchanges once credible and concrete information comes into being, so that it becomes generally available.
- Selective disclosure is to be avoided; if UPSI is disclosed selectively, inadvertently or otherwise, the company is to promptly disseminate it to make it generally available.
- UPSI is to be handled on a need-to-know basis and not shared except for legitimate purposes, performance of duties, discharge of legal obligations or as permitted under the regulations.
Who handles it
- A senior officer is to be designated as Chief Investor Relations Officer, or CIRO.
- The CIRO is to ensure that presentations and discussions with analysts and investors are promptly disseminated to the exchanges through the Chief Compliance Officer and posted on the company's website.
- Information shared with analysts and research personnel is not to be UPSI, and after analyst meets the company is to issue a press release or post relevant information.
- The CIRO is also to develop practices for transcripts or records of analyst and investor relations meetings on the official website.
Market rumours
A Disclosure Committee of executives is to decide whether a public announcement is needed to verify or deny rumours, and the company is to respond fairly to exchange queries on news reports and requests to verify market rumours.
Legitimate purposes
"Legitimate purpose" is defined to include sharing UPSI in the ordinary course of business on a need-to-know basis with designated persons, partners, collaborators, lenders, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors and consultants, provided this is not done to evade the rules. Anyone receiving UPSI for a legitimate purpose is treated as an insider and must be given notice that the information is confidential, must not trade while in possession of it, and must obtain prior written consent before using it for any other purpose.
Violations
Sharing UPSI outside the Code, the Code of Conduct or the regulations is treated as a violation, and the company may take disciplinary action and intimate SEBI.
Amendments
The Board reserves the right to amend or modify the Code in whole or part at any time, and any amendment will be updated on the company's website and intimated to the exchanges.
How to read this
This is a governance and disclosure-policy update. It describes the internal framework the company uses to handle price-sensitive information and to communicate with shareholders, analysts and the exchanges. It is a policy document and does not by itself change the company's business, financials or share capital.
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