Code of Conduct for Prevention of Insider Trading

1. Introduction

This Code of Conduct for Prevention of Insider Trading (hereinafter referred to as "the Code") is formulated in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (as amended) (hereinafter referred to as "the SEBI Regulations") and is intended to ensure that all Directors, employees, and connected persons of Vertotech Aerospace Ltd. (hereinafter referred to as "the Company") act in compliance with the law, maintain confidentiality of sensitive information, and avoid any misuse of such information.

2. Scope and Applicability

This Code applies to all Directors, employees, and connected persons of the Company. "Connected persons" include any person who is in a relationship with the Company, such as consultants, advisors, auditors, contractors, suppliers, etc., and who is in possession of or has access to unpublished price-sensitive information (UPSI).

3. Definitions

  • Insider: Any person who is a connected person or in possession of or having access to UPSI.
  • Unpublished Price-Sensitive Information (UPSI): Information related to the Company or its securities, not yet made public, which could materially affect the share price. Examples include financial results, dividend declarations, mergers and acquisitions, significant changes in management, etc.
  • Trading: Buying, selling, or dealing in the securities of the Company.
  • Designated Persons: Individuals who have access to UPSI, including Directors, key managerial personnel, employees in the finance and accounts department, and other identified individuals.

4. Compliance Officer

The Company shall appoint a Compliance Officer who shall be responsible for monitoring adherence to this Code, implementing and overseeing trading plans, maintaining records, and reporting violations to the Board of Directors.

5. Prohibition on Insider Trading

  • No Insider Trading: No Insider shall trade in the securities of the Company, either directly or indirectly, when in possession of UPSI.
  • Communication of UPSI: No Insider shall communicate, provide, or allow access to UPSI to any person except where such communication is necessary for legitimate purposes, performance of duties, or discharge of legal obligations.

6. Trading Window

  • Trading Window Period: The trading window refers to the period during which the Company's securities can be traded by the Insiders. The trading window shall be closed during the time UPSI is available and shall be opened 48 hours after the information is made public.
  • Restricted Period: The trading window shall remain closed during periods such as the finalization of financial results, dividend declarations, mergers and acquisitions, and other significant corporate actions.

7. Pre-clearance of Trades

  • Pre-clearance Requirement: All Designated Persons who intend to trade in the securities of the Company above a specified threshold (as defined by the Company) must obtain pre-clearance from the Compliance Officer. No trade shall be executed without such pre-clearance.
  • Validity of Pre-clearance: The pre-clearance approval shall be valid for a maximum of seven trading days from the date of approval. If the trade is not executed within this period, fresh pre-clearance will be required.

8. Trading Plan

  • Submission of Trading Plan: Insiders who wish to trade in the Company's securities shall submit a trading plan to the Compliance Officer in advance. The trading plan shall set out the number of securities to be traded, the nature of the trade, and the time frame over which the trade will be executed.
  • Approval and Disclosure: The Compliance Officer shall review and approve the trading plan. The approved trading plan shall be disclosed to the stock exchanges where the Company's securities are listed.

9. Disclosure Requirements

  • Initial Disclosures: Every promoter, member of the promoter group, key managerial personnel, and Director shall disclose their holding in the Company's securities as on the date of appointment or upon becoming a promoter, within seven days of such appointment.
  • Continual Disclosures: Every promoter, member of the promoter group, designated person, and Director shall disclose to the Company the number of securities acquired or disposed of within two trading days of such transaction if the value of the securities traded exceeds the threshold limit as prescribed under the SEBI Regulations.
  • Disclosure to Stock Exchanges: The Company shall notify the stock exchanges within two trading days of receipt of the disclosure or becoming aware of such information.

10. Penalties for Non-Compliance

  • Internal Action: Any Insider who violates this Code shall be subject to disciplinary action, which may include wage freeze, suspension, or termination of employment.
  • Regulatory Action: Violations of this Code or the SEBI Regulations may also result in penalties by regulatory authorities, including fines, imprisonment, and prohibition from trading in securities.

11. Review and Amendment

  • Periodic Review: The Code shall be reviewed periodically by the Board of Directors to ensure its continued relevance and effectiveness.
  • Amendments: Any changes to the SEBI Regulations or other applicable laws shall be incorporated into this Code. Amendments to the Code shall be approved by the Board of Directors.

12. Acknowledgment

All Directors, employees, and connected persons shall acknowledge and confirm their understanding and compliance with this Code. A signed acknowledgment form shall be retained in the Company's records.

Date of Adoption: [Insert Date]

Approved by: Board of Directors, Vertotech Aerospace Ltd.