Swastika Castal Ltd — Updates, 06-08-2025: Company Update

Date: 06-08-2025

To,

BSE Limited,

20th Floor, P.J. Towers,

Dalal Street,

Mumbai - 400001.

BSE Scrip Code: 544452

Subject: Intimation under Regulation 8(2) of the Securities Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015

Dear Sir,

Pursuant to Regulation 8(2) of the Securities Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015 (‘SEBI PIT Regulations’), please find attached herewith the Code of

Fair Disclosure of Unpublished Price Sensitive Information framed under Regulation 8 (1) of

SEBI PIT Regulations.

We request you to kindly take the above on record.

Your faithfully,

For SWASTIKA CASTAL LTD.

Varun Sharda

Managing Director

DIN: 01571483

----------------Page (0) Break----------------

CODE OF CONDUCT FOR REGULATING, MONITORING &

REPORTING OF TRADES AND PREVENTION OF INSIDER TRADING

Pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as

amended.

1. INTRODUCTION

The Securities and Exchange Board of India (“SEBI”) has notified the SEBI (Prohibition of Insider

Trading) Regulations, 2015, as amended (“PIT Regulations”), which governs the law relating to insider

trading of listed entities in India.

Regulation 9 of the PIT Regulations requires, inter alia, the board of directors of every listed company

to ensure that the chief executive officer or managing director shall formulate a code of conduct, with

their approval, to regulate, monitor and report trading by its designated persons and immediate relatives

of designated persons towards achieving compliance with these regulations and enforce a code of

internal procedures and conduct based on the Model Code in accordance with the PIT Regulations.

Further, Regulation 7 of the PIT Regulations requires every Connected Persons including promoter,

member of the promoter group, key managerial personnel, directors and employee of listed companies

to disclose their shareholdings and changes to such shareholding to the respective companies.

In compliance with the above requirements, the Company has introduced a code for prohibition of

Insider Trading (hereinafter referred to as the “Code”).

2. OBJECTIVE

Swastika Castal Limited (hereinafter referred to as the “Company”) endeavors to preserve the

confidentiality of Unpublished Price Sensitive Information (“UPSI”) and to prevent misuse of such

information. The Company is committed to transparency and fairness in dealing with all stakeholders

and in ensuring adherence to all laws and regulations.

Every designated person of the Company has a duty to safeguard the confidentiality of all such

information obtained in the course of his or her work at the Company. No designated person shall use his

or her position or knowledge of the Company to derive personal benefit or to provide or cause to provide

benefit to any third party. Further, the PIT Regulations state that unless required, sharing of information

by designated persons of the Company, even when the same is not misused shall be considered a

violation unless required. Thus, information needs to be shared only on a need-to-know basis and such

persons are prohibited from communicating / or counselling others with respect to the securities of the

Company. Such persons should also refrain from profiteering by misusing the UPSI and thereby

enabling the Company to retain investor confidence.

Any subsequent modification and / or amendments to the Regulations shall automatically apply to this

Code. The objective of this Code is to lay down guidance for designated persons on the policy,

preclearance/disclosure procedures to be followed at the time of trading in the Securities of the

Company.

The Board at its meeting held on 20th December 2024 had approved this Code of Conduct to regulate,

monitor and report trading in securities and handling of UPSI. The effective date of this Code shall be

the date of listing of Company’s equity shares on Stock exchanges.

----------------Page (1) Break----------------

3. DEFINITION OF TERMS

3.1 “Act” means the Securities and Exchange Board of India Act, 1992 as amended from time to time.

3.2 “Audit Committee” means the audit committee constituted pursuant to Section 177 of the

Companies Act, 2013 as amended and Regulation 18 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, as amended.

3.3 “Board” or “Board of Directors” means the board of directors of the Company.

3.4 “Code” or “Code of Conduct” means this Code of Conduct to regulate, monitor and report trading

by Insiders in securities of the Company as amended from time to time.

3.5 “Chief Investor Relations Officer” means a senior officer who has been designated as the chief

investor relations officer to deal with dissemination of information and disclosure of unpublished

price sensitive information.

3.6 “Company” means Swastika Castal Limited

3.7 “Compliance Officer” means the Company Secretary of the Company.

3.8 “Connected Person” means the persons so defined in Regulation 2(d) of the PIT Regulations.

3.9 “Generally Available” means information that is accessible to the public on a non- discriminatory

basis and shall not include unverified event or information reported in print or electronic media.

3.10 “Immediate Relative” shall have the meaning ascribed to it under Regulation 2(f) of the PIT

Regulations.

3.11 “Insider” shall have the meaning ascribed to it under 2 (g) of the PIT Regulations.

Provided that any person in receipt of UPSI pursuant to a “legitimate purpose” shall be considered an

“insider” for purposes of these regulations and due notice shall be given to such persons to maintain

confidentiality of such unpublished price sensitive information in compliance with these regulations.

3.12 “Key Managerial Personnel” means person as defined in Section 2(51) of the Companies Act,

2013.

3.13 “PIT Regulations” means Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 as amended from time to time.

3.14 “Pre-Clearance of Trade” means prior approval for trading / dealing in the securities of the

Company.

3.15 “Promoter” 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 and any

modifications thereof.

3.16 “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 and any

modifications thereof.

----------------Page (2) Break----------------

3.17 “Securities” shall have the meaning assigned to it under Section 2(h) of the Securities Contracts

Regulation Act, 1956 or any modification thereof except units of a mutual fund.

3.18 “Trading” means and includes subscribing, buying, selling, dealing or agreeing to subscribe, buy,

sell, deal in securities and ‘trade’ shall be construed accordingly, and shall be construed to include

pledging when in possession of UPSI.

3.19 “Trading Day” means a day on which recognized stock exchanges are open for trading.

3.20 Unpublished Price Sensitive Information / UPSI” shall have the meaning ascribed to it under

Regulation 2(n) of the PIT Regulations

3.21 “Trading Window” refers to the period during which the Company’s securities can be traded by

the Designated Person as provided in this Code.

Words and expressions used and not defined in this Code but defined in SEBI Act, 1992, the SCRA

Act, 1956, the Depositories Act, 1996, SEBI (Issue of Capital and Disclosure Requirements)

Regulations, 2018 or Companies Act, 2013 and Rules and Regulations thereunder shall have the

meanings respectively assigned to them in those legislations.

4. APPLICABILITY OF THE CODE

The Code is applicable to Insiders including Connected Persons and Designated Persons, i.e.:

a) Promoters and Promoter Group of the Company;

b) Directors of the Company;

c) Key Managerial Personnel (“KMP”) of the Company;

d) The office of Chief Executive Officer(s) and employees upto two levels below Chief Executive

Officer

e) All employees of secretarial team, corporate finance, accounts and tax team, IT, marketing, sales

team, human resources and corporate communication;

f) Any other employee of the Company which in the opinion of the Compliance Officer of the

Company needs to be included in the category of Designated Employee. Such inclusion shall

be done after approval of the Chief Financial Officer/Chief Executive Officer/Whole-Time

Director/Managing Director of the Company;

g) Immediate Relatives of these persons listed under (a) to (f)

For the purpose of this Code, the declaration given by a Designated Person of an Immediate Relative

who is either dependent financially on the person or who consults such person in taking decisions

relating to trading in securities will be considered.

5. COMPLIANCE OFFICER

5.1. The Board of Directors of the Company has appointed Company Secretary, as Compliance

Officer for the purposes of this Code.

5.2. The Compliance Officer shall be responsible for setting forth procedures, monitoring adherence

to the rules for the preservation of ‘UPSI’, policies, procedures, maintenance of records, pre-

clearing of Designated Persons, monitoring of trades and the implementation of the Code of

Conduct under the overall supervision of the Board of Directors.

----------------Page (3) Break----------------

5.3. The Compliance Officer shall maintain a record of the Designated Person and any changes therein

along with the declarations submitted in the appropriate form given by the Designated Persons.

5.4. The Compliance Officer shall assist all the Designated Employees in addressing any clarifications

regarding the PIT Regulations and the Company’s Code of Conduct.

5.5. Monitor and administer this Code.

5.6. Process the pre-clearance of trade as per approval matrix.

5.7. Maintain, update and preserve records, as per PIT Regulations.

5.8. Clarify issues regarding the Code and redress the grievances of the Designated Persons.

5.9. Decide and notify the ‘No-Trading Period’ for Designated Persons / select persons or specific

departments, as deemed necessary.

5.10. Identify and notify the list of Designated Persons on the basis of specific transactions, as required

under the Code.

5.11. Notify the trading plan to the stock exchanges where the securities are listed, on approval of the

plan.

5.12. Compliance Officer shall provide reports to the Chairman of the Audit Committee or the Board

of Directors (“Board”) at such frequency as decided by the Board, but not less than one year.

6. HUMAN RESOURCE DEPARTMENT

The Head-Human Resources shall ensure the following:

a) Obtain initial disclosures from Designated Persons; and

b) Provide an updated list of Designated Persons to the Compliance Officer from time to time.

7. ROLE OF CHIEF INVESTOR RELATIONS OFFICER

The Chief Investor Relations Officer/Compliance Officer shall deal with dissemination of information

and disclosure of UPSI.

8. PROHIBITION ON DEALING, COMMUNICATING OR COUNSELLING ON MATTERS

RELATING TO INSIDER TRADING.

No insider shall:-

(i) either on his own behalf, or on behalf of any other person, deal in securities of the Company

when in the possession of any UPSI;

(ii) communicate, provide, or allow access to any unpublished price sensitive information, relating to

a company or securities 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.

Explanation: the term “legitimate purpose” shall include sharing of UPSI 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

the PIT Regulations. The policy on determination of “legitimate purposes” is annexed to this

Policy as ‘Annexure A’.

(iii) When a person who has traded in securities has been in possession of UPSI, his trades would be

presumed to have been motivated by the knowledge and awareness of such information in his

possession.

----------------Page (4) Break----------------

9. PRESERVATION OF UNPUBLISHED PRICE SENSITIVE INFORMATION (‘UPSI’)

Designated Persons shall maintain the confidentiality of all UPSI. Designated Persons shall not pass on

such information to any person directly or indirectly by way of making a recommendation for the purchase

or sale of Securities.

Communication or procurement of UPSI:

a. The Designated Employee shall maintain confidentiality of all UPSI and no Designated Employee

shall communicate, provide, or allow access to any UPSI, relating to the Company or securities

listed or proposed to be listed, to any person including other Designated Employees except where

such communication is in furtherance of legitimate purposes, performance of duties or discharge of

legal obligations. Further the Designated Employee shall not pass on the UPSI to any person directly

or indirectly whether to make a recommendation for the purchase or sale of securities of the

Company or otherwise.

b. No person shall procure from or cause the communication by any Designated Employee of UPSI,

relating to the Company or securities listed or proposed to be listed except in furtherance of

legitimate purposes, performance of duties or discharge of legal obligations.

c. No Designated Employee shall Trade in securities that are listed or proposed to be listed on a stock

exchange when in possession of UPSI.

d. Notwithstanding anything contained in the PIT Regulations, the UPSI may be communicated,

provided, allowed access to or procured, in connection with a transaction that would:

i. entail an obligation to make an open offer under the Takeover Regulations where the Board is

of informed opinion that the proposed transaction is in the best interest of the Company;

ii. not attract the obligation to make an open offer under the Takeover Regulations but where the

Board is of informed opinion that the proposed transaction/sharing of such information is in the

best interests of the Company and the information that constitute UPSI is disseminated to be

made Generally Available at least two Trading Days prior to the proposed transaction being

effected in such form as the Board may determine to be adequate and fair to cover all relevant

and material facts..

e. It is clarified that no communication of UPSI as contemplated under Clause 9(d) above shall occur

unless the Board has passed a resolution authorizing such communication. For purposes of Clause

9(d), the Board shall require the parties to execute agreements to contract confidentiality and non-

disclosure obligations on the part of such parties and such parties shall keep information so

received confidential, except for the purpose of Clause 9(d) and shall not otherwise Trade in

securities of the Company when in possession of UPSI.

Following practices should be followed in this regard:

9.1. Need to know

UPSI is to be handled on a ‘need to know’ basis i.e., UPSI should be disclosed only to those

within the Company who need the information to discharge their duty and whose possession of

such information will not give rise to a conflict of interest or appearance of misuse of information.

----------------Page (5) Break----------------

9.2. Limited access to confidential information

Files containing confidential information shall be kept secure. Computer files must have adequate

security of login and password, etc. Files containing confidential information should be deleted /

destroyed after its use. Shredders should be used for the destruction of physical files.

Further, no Designated Person shall procure from or cause the communication by any Insider, of

UPSI, relating to the Company or its Securities, either directly or indirectly except in furtherance

of legitimate purposes, performance of duties or discharge of legal obligations.

10. TRADING PLANS

a) An Insider who may be/are perpetually in possession of UPSI is entitled to formulate a trading plan

(“Trading Plan”), enabling him/her to trade in securities in a compliant manner, and present it to the

Compliance Officer for approval and public disclosure pursuant to which trades may be carried out.

The Compliance Officer is required to review the trading plan to assess whether the plan potentially

violates the PIT Regulations and to approve and monitor the implementation of the Trading Plan. The

Trading Plan approved by the Compliance Officer should be notified to the stock exchanges where the

securities are listed.

b) The Trading Plan shall:

(i) Not entail commencement of trading on behalf of the Insider earlier than six months from the

public disclosure of the plan;

(ii) Not entail trading for the period between twentieth trading day prior to the last day of any financial

period for which results are required to be announced, by the Company and the second trading day

after the disclosure of such financial results;

(iii) Entail trading for a period of not less than twelve months;

(iv) Not entail overlap of any period for which another trading plan is already in existence;

(v) 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; and

(vi) Not entail trading in securities for market abuse.

c) The Compliance Officer may seek express undertakings necessary for the assessment, approval and

implementation of the trading plan.

d) The Trading Plan once approved shall be irrevocable and the Designated Employee shall mandatorily

have to implement the Trading Plan, without being entitled to either deviate from it or to execute any

Trade in the securities outside the scope of the Trading Plan. Such Designated Person who opts for

trading plan route shall not be allowed to trade through the Pre-clearance Route during currency

/ pendency of a Trading Plan Provided that the implementation of the Trading Plan shall not be

commenced if any UPSI is in possession of the Designated Employee at the time of formulation of the

Trading 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 shall be deferred until

such UPSI becomes Generally Available to the public so as to avoid a violation of Regulation 4(1) of

the Regulations. Further, the Designated Employee shall also not be allowed to Trade in securities

of the Company, if the date of Trading in securities of the Company, as per the approved Trading

Plan, coincides with the date of closure of Trading Window announced by the Compliance

Officer.

----------------Page (6) Break----------------

11. PREVENTION OF MISUSE OF UPSI

All Designated Employees shall be subject to certain Trading restrictions as enumerated below:

11.1 Trading Window and Window Closure:

a. The Company shall have a designated a Trading Window period being the period during

which transactions in the securities of the Company can be effected by the Designated

Employee (hereinafter referred to as ‘Trading Window’) for Trading in the Company’s

securities;

b. The Trading Window shall remain closed from the date mentioned in the notice given to

the stock exchanges for convening the meeting of the Board to consider items of UPSI and

shall be re-opened as per Clause 11.1(d) below;

c. Designated Employees shall not Trade in the Company’s securities during the period when

the Trading Window is closed and will have to forego the opportunity to Trade in the

Company’s securities during such period; 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 UPSI becomes Generally Available; and All Designated Employees and their

immediate relatives shall conduct all their Trading in the securities of the Company only

in a valid Trading Window and shall not Trade in the Company’s securities during the

periods when Trading Window is closed or during any other period as may be specified by

the Compliance Officer from time to time.

11.2 The Trading Window shall be closed when the Compliance Officer determines that a Designated

Employee or class of Designated Employees can reasonably be expected to have possession of

UPSI. Such closure shall be imposed in relation to such securities to which such UPSI relates.

Designated Employees shall not Trade in securities when the Trading Window is closed.

12. TRADING RESTRICTIONS

All Designated Persons shall conduct all their dealings in the securities of the Company only in a valid

trading window after obtaining pre-clearance from the Compliance Officer and shall not enter into any

transaction in the Company’s Securities during the ‘Close Period’.

13. PRE-CLEARANCE OF TRANSACTIONS

a. All Designated Employees, who intend to Trade in the securities of the Company when the Trading

Window is open whether in one transaction or a series of transactions over any calendar quarter, for an

aggregated trade value in excess of ₹ 10,00,000/- (Rupees Ten Lakh), shall get the transactions pre-

cleared.

Provided that pre-clearance of trades shall not be required for a trade executed as per an approved

Trading Plan.

Provided further that trading window norms and restrictions on contra trade shall not be applicable for

trades carried out in accordance with an approved trading plan

----------------Page (7) Break----------------

b. An application in the form attached hereto as Annexure I shall be made to the Compliance Officer by

the Designated Employee indicating the estimated number of securities that such person intends to trade

in, details of depository and such other information as may be prescribed by the Company. The matrix

for obtaining pre-clearance is as under:

Dealing by Clearance by

All Designated Employees except Compliance Officer Compliance Officer

Compliance Officer Managing Director

c. In case the Designated Person procures or comes in possession of UPSI before execution of the trade

during the subsistence of the pre-clearance sought, he shall refrain from executing the trades.

d. Before a Trade is executed, the Designated Employee shall execute an Undertaking in the form annexed

hereto as Annexure II in favour of the Company.

e. The Compliance Officer shall accord his approval within two Trading Days of the receipt of application

for pre-clearance in the format attached hereto as Annexure III.

f. All Designated Employees shall execute their Trades in respect of securities of the Company within

seven Trading Days after the approval of pre-clearance is given. The Designated Employee shall file

within two Trading Days of the execution of the Trade, the details of such Trade with the Compliance

Officer in the form attached as Annexure IV. In case the transaction is not undertaken, a report to that

effect shall be filed within two trading days of expiry of pre-clearance approval in the format attached as

Annexure IV.

g. If the Trade is not executed within seven Trading Days after the approval is given, the Designated

Employee must obtain a fresh pre-clearance.

h. All Designated Employees who buy or sell any number of securities of the Company shall not enter

into any contra trade/opposite trade i.e., sell or buy any number of securities during the next six months

following the prior transaction for purchase or sale of securities, as the case maybe. In case of any 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 the SEBI for credit to the Investor Protection and

Education Fund administered by SEBI under the Act. This provision shall not be applicable for trades

pursuant to the exercise of employee stock option.

Provided that this shall not be applicable to trades executed pursuant to exercise of stock options.

i. The Compliance Officer may grant relaxation from strict application of such restriction in the Code

above for reasons to be recorded in writing provided that such relaxation does not violate the PIT

Regulations.

j. All Designated Employees shall take pre-clearance from the Compliance Officer before creating,

revoking or invoking lien/pledge on securities of the Company for such value as prescribed in this

clause.

14. OTHER RESTRICTIONS / GENERAL PROVISIONS

14.1 The disclosure to be made by any person under this Code shall include those relating to Trading

by such person’s Immediate Relatives, and by any other person for whom such person takes

trading decisions.

----------------Page (8) Break----------------

14.2 The disclosures of Trading in securities shall also include Trading in derivatives of securities

and the traded value of the derivatives shall be taken into account for the purpose of this Code.

Provided that trading in derivatives of securities is permitted by any law for the time being in

force.

14.3 All supporting documents for compliances made under this Code shall be maintained by the

Company, for a minimum period of five years, in such a form as may be prescribed by the

Compliance Officer or by the Board.

14.4 Trade in Securities of the Company directly or indirectly, either on his / her own behalf, or on

behalf of any other person, when in possession of UPSI, except in compliance with the

provisions of this Code and the PIT Regulations. Provided that exercise of stock options under

the Company’s Employee Stock Option Purchase Scheme (“ESOP”) shall not be considered as

trading / purchase of the Securities of the Company except for disclosure requirements as

stipulated under this Code.

14.5 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 information is shared under

this regulation along with the Permanent Account Number (“PAN”) or any other identifier

authorized by law where PAN is not available. Such databases shall be maintained with adequate

internal controls and checks such as time stamping and audit trails to ensure non-tampering of

the database.

14.6 The senior management shall have a process for how and when people are brought ‘inside’ on

sensitive transactions. Individuals will be made aware of the duties and responsibilities attached

to the receipt of Inside Information, and the liability that attaches to misuse or unwarranted use

of such information.

15. REPORTING REQUIREMENTS FOR TRANSACTIONS IN SECURITIES

15.1 Initial disclosures

a. Every person on appointment as a Key Managerial Personnel or a Director or upon

becoming a Promoter or member of the Promoter Group shall disclose his/her holding of

securities of the Company as on the date of appointment or becoming a Promoter, to the

Company within seven days of such appointment or becoming a Promoter in the format

attached as Annexure V.

15.2 Continual disclosures

a. Every Promoter, member of the Promoter Group, Designated Person and Director of the

Company shall disclose to the Company the number of such securities acquired or

disposed of within two Trading Days of such transaction if the value of the securities

traded, whether in one transaction or a series of transactions over any calendar quarter,

aggregates to a traded value in excess of ten lakh rupees or such other value as may be

specified, in the format attached as Annexure VI.

b. The Company shall notify the particulars of such Trading to the stock exchanges on which

the securities are listed within two Trading Days of receipt of the continual disclosure

or from becoming aware of such information.

----------------Page (9) Break----------------

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 (a)

of sub-regulation (2).

c. Off-market trades shall be reported by the insiders to the company within two working

days. Every company shall notify the particulars of such trades to the stock exchange on

which the securities are listed within two trading days from receipt of the disclosure or

from becoming aware of such information."

15.3 Designated Persons shall provide an annual confirmation as of 31st March, by 15th April of each

year in the format attached as Annexure VII. Audit Committee at its discretion may extend / waive

the aforesaid period.

Designated persons shall be required to disclose names and PAN or any other identifier authorized

by law of the following persons to the company on an annual basis and as and when the

information changes: (a) immediate relatives (b) persons with whom such designated person(s)

shares a material financial relationship (c) Phone, mobile and cell numbers which are used by them.

In addition, the names of educational institutions from which designated persons have graduated and

names of their past employers shall also be disclosed on a one-time basis in the format attached as

Annexure VIII.

Explanation–The term “material financial relationship” shall mean a relationship in which one

person is a recipient of any kind of payment such as by way of a loan or gift during the immediately

preceding twelve months, equivalent to at least 25% of such payer’s annual income but shall

exclude relationships in which the payment is based on arm’s length transactions

15.4 All disclosures must be made in the prescribed formats and must be sent to the Compliance

Officer at: Registered office of the company The original disclosures must be sent at the

following address:

Company Secretary and Compliance Officer

Swastika Castal Limited

Address : 306 Tower-A Mayfair Corporate park, Behind Delhi Public School Kalali, Kalali,

Vadodara, Vadodara, Gujarat, India, 390012

16. PENALTY FOR CONTRAVENTION OF CODE OF CONDUCT

a) Every Designated Employee shall be individually responsible for complying with the

provisions of this Code (including to the extent the provisions hereof are applicable to his/her

Immediate Relatives).

b) Designated Persons who trade in Securities or communicates any information for trading in

Securities in contravention of the Code may be penalized and appropriate action may be

taken by the Company;

c) Designated Employees who violate the Code shall also be subject to disciplinary actions

including wage freeze, suspension, recovery, claw back, etc. that may be imposed, by the

Board. Any penalty amount collected under this clause shall be remitted to SEBI for credit to

the Investor Protection and Education Fund administered by the Securities and Exchange Board

of India under the SEBI Act.

----------------Page (10) Break----------------

d) The action by the Company shall not preclude SEBI from taking any action in case of

violation of the Regulations.

17. INTIMATION TO AUDIT COMMITTEE / BOARD/ SEBI INCASE OF VIOLATION

a) The Compliance Officer shall inform the chairman of the Audit Committee, or to the

Chairman of the Board, cases of any violation of the PIT Regulations / Code so that

appropriate action may be taken.

b) The Company shall also intimate to SEBI any violation of the Regulations.

c) The Compliance Officer shall report to the Board and in particular, shall provide reports to

the Chairman of the Audit Committee, if any, or to the Chairman of the Board at such

frequency as may be stipulated by the Board but not less than once in a year.

18. MISCELLANEOUS

a) The Chief Financial Officer and the Compliance Officer are jointly authorised to amend the

Code to give effect to any changes/amendments notified by the Ministry of Corporate Affairs

or SEBI. The amended policy shall be placed before the Board for noting and ratification.

b) Any person, to whom this Code applies, and who has any doubt as to interpretation of any clause

of the Code, should at all times consult the Compliance Officer. All communications under this

Code should be addressed to the Compliance Officer or to the designated e-mail:

compliance@aluminiumcasting.net

c) All connected persons as defined under the PIT regulations shall when in possession of UPSI

not communicate, provide access to or trade in the securities of the company.

d) The Compliance Officer may require any other Connected Person or class of Connected Persons,

not being presently covered as a Designated Person under this Code, to disclose holding and

trading in the Securities of the Company, as and when deemed necessary, to monitor compliance

with this Code and PIT Regulations.

e) The Compliance Officer shall be authorized to seek any such information / documents from the

Connected Persons and/or their Immediate Relatives, as the case may be, for ensuring

compliance with the PIT Regulations.

19. APPENDIX

SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended) and requisite Forms are enclosed.

20. COMMUNICATION

This Code (along with code of fair disclosure) will be uploaded on the website of the Company. The

Code will be disseminated to all Designated Persons who shall abide by the same. The responsibility for

complying with the provisions of the PIT Regulations shall vest with each Designated Person including

any violation by their immediate relatives.

---xxxxx---

----------------Page (11) Break----------------

ANNEXURE-I

SPECIMEN OF APPLICATION FOR PRE-DEALING APPROVAL

Date

To,

The Compliance Officer,

Swastika Castal Limited

[●]

Dear Sir/Madam,

Application for Pre-dealing approval in securities of the Company

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015, as amended and the Company’s Internal Code of Conduct for Regulating, Monitoring and

Reporting of Trades by Insiders under the Securities and Exchange Board of India (Prohibition of

Insider

Trading)

Regulations,

2015

(“Code”),

I

seek

approval

to

Trade

in securities of

the Company as per details given below:

1. Name of the applicant

2. Designation

3. Nature of the securities and the number of

securities held as on date

4. Application for

5. Relation with Employee

6. PAN

7. Folio No. / DP ID / Client ID No.)

8. The proposal is for i. Purchase of securities

ii. Subscription to securities

iii. Sale of securities

9. Proposed date of trading in securities

10. Estimated number

of

securities

proposed

to

be

acquired/subscribed/sold, etc.

11. Price at which the transaction is proposed

12. Current market price (as on date of application)

13. Whether the proposed transaction will be through stock

exchange or off-market deal

14. Folio No. / DP ID / Client ID No. where the

securities will be credited / debited

I enclose herewith the undertaking signed by me as per the requirements of the Code.

All capitalized terms used herein but not defined shall have the same meaning as has been assigned to

the terms in the Code.

Yours

faithfully,

Signature

Name

Designation

Department

----------------Page (12) Break----------------

ANNEXURE II

FORMAT OF UNDERTAKING TO BE ACCOMPANIED WITH THE APPLICATION FOR

PRE-CLEARANCE UNDERTAKING

Date

To

The Compliance Officer

SWASTIKA CASTAL

LIMITED

[●]

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015, as amended and the Company’s Internal Code of Conduct for Regulating, Monitoring and

Reporting of Trades by Insiders under the Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 2015 (“Code”), I, , of the

Company residing at , am desirous of Trading in

securities of the Company as mentioned in my application dated

for pre-clearance of the transaction.

I am issuing this undertaking pursuant to Clause 13 (f) of the Code. I hereby confirm and

undertake:

a. that I

do

not

possess

any

Unpublished Price

Sensitive

Information;

b. not to pass on confidential information of the Company to any person directly or indirectly;

c. to report to the Compliance Officer, any non-public information that may be received by me;

d. that in case I have access to or receive ‘Unpublished Price Sensitive Information’ after

the signing of this undertaking but before the execution of the Trade, I shall inform the

Compliance Officer of the same and I shall completely refrain from Trading in the securities

of the Company till such time the Unpublished Price Sensitive Information becomes public;

e. that I have not contravened the Code as notified by the Company from time to time;

f. all disclosures made by me in this letter are true and complete; and

g. That I shall execute my Trade in respect of securities of Swastika Castal Limited within seven

Trading Days after the pre‐clearance is given. If the Trade is not executed within seven Trading

Days after the approval is given, I shall obtain pre‐clearance for the Trade again.

All capitalized terms used herein but not defined shall have the same meaning as has been assigned to

the terms in the Code.

Name:

Signature:

----------------Page (13) Break----------------

ANNEXURE-III

FORMAT FOR PRE-CLEARANCE ORDER

To

Name

Designation:

Place:

Sub: Pre-Clearance of transaction in Company’s Securities

Ref: Your application dated , 20 for pre-clearance of transaction for securities of

the Company in your name / in the names of .

This is pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 and the Company’s Internal Code of Conduct for Regulating, Monitoring and

Reporting of Trades by Insiders under the Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 2015 (“Code”).

With reference to your above application seeking pre-clearance of your transaction in securities of

the Company, we hereby accord our approval to the proposed transaction.

You may kindly note that pursuant to provisions of the Code, the aforesaid transaction shall be

executed within seven Trading Days from the date of receipt of this letter, failing which, an

application seeking pre-clearance to the proposed transaction together with undertaking in the

prescribed format, shall be made afresh.

In case you do not execute the approved transaction on or before the aforesaid date you would have

to seek fresh pre-clearance before executing any transaction in the securities of the Company. Further,

you are required to file the details of the executed transactions in the attached format within 2 days

from the date of transaction. In case the transaction is not undertaken a ‘Nil’ report shall be filed

within 2 trading days of expiry of Pre-clearance approval. You shall not enter into any contra trade

within 6 months of such Trade.

All capitalized terms used herein but not defined shall have the same meaning as has been assigned to

the terms in the Code.

Yours faithfully,

For SWASTIKA CASTAL

LIMITED

COMPLIANCE OFFICER

Date:

Encl: Format for submission of details of transaction

----------------Page (14) Break----------------

ANNEXURE-V

FORMAT FOR DISCLOSURE OF TRANSACTIONS

(To be submitted within 2 days of transaction / dealing in securities of the Company)

To

The Compliance Officer

SWASTIKA CASTAL

LIMITED

[●]

Sub: Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015, as amended and the Company’s Internal Code of Conduct for Regulating, Monitoring

and Reporting of Trades by Insiders under the Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015 (“Code”).

I hereby inform that I

• have not Traded in any security of the Company:

• have Traded securities as mentioned below on (date)

Name of

holder

Nature of the

Securities and

the No. of

securities dealt

with

Bought/sold/subscribed/others DP ID/Client ID

/

Folio

No

Price (Rs.)

In connection with the aforesaid transaction(s), I hereby undertake to preserve, for a period of 3 years

and produce to the Compliance Officer / SEBI any of the following documents:

1. Broker’s contract note.

2. Proof of payment to/from

brokers.

3. Extract of bank passbook/statement (to be submitted in case of demat transactions).

4. Copy of Delivery instruction slip (applicable in case of sale transaction).

I agree to hold the above securities for a minimum period of six months. In case there is any urgent

need to sell these securities within the said period, I shall approach the Compliance Officer for

necessary approval.

I agree not to execute any contra trade transaction for a period of six months from the date of aforesaid

transaction in the securities of the Company.

I declare that the above information is correct and that no provisions of the Company’s Code and/or

applicable laws/regulations have been contravened for effecting the above said transaction(s).

All capitalized terms used herein but not defined shall have the same meaning as has been assigned to

the terms in the Code.

Date: Name:

Designation:

Signature:

----------------Page (15) Break----------------

ANNEXURE-V

FORM B

SEBI (Prohibition of Insider Trading) Regulations, 2015

[Regulation 7 (1) (b) read with Regulation 6(2) – Disclosure on becoming a

director/KMP/Promoter]

Name of the company:

ISIN of the company:

Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director

or upon becoming a Promoter of a listed company and other such persons as mentioned in

Regulation 6(2).

Name,

PAN,

CIN/DIN &

Address with

contact nos.

Category of

Person

(Promoters/

KMP /

Directors/imm

Date of

appointment

of

Director /KMP

OR Date of

Securities held at the time

of becoming

Promoter/appointment of

Director/KMP

% of

Shareholding

ediate relative

to/others etc.)

becoming

Promoter

Type of security

(For eg. – Shares,

Warrants,

Convertible

Debentures etc.)

No.

1 2 3 4 5 6

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI

(Prohibition of Insider Trading) Regulations, 2015.

Details of Open Interest (OI) in derivatives of the company held on appointment of Key

Managerial Personnel (KMP) or Director or upon becoming a Promoter of a listed company and

other such persons as mentioned in Regulation 6(2).

Open Interest of the Future contracts held at

the time of becoming Promoter/appointment of

Director/KMP

Open Interest of the Option Contracts held at the

time of becoming Promoter/appointment of

Director/KMP

Contract

specifications

Number of

units (contracts

* lot size)

Notional value

in Rupee terms

Contract

specifications

Number of

units (contracts

* lot size)

Notional value

in Rupee terms

7 8 9 10 11 12

Note: In case of Options, notional value shall be calculated based on premium plus strike

price of option

Name &

Signature:

Designation

----------------Page (16) Break----------------

ANNEXURE-VI

FORM C

[SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7(2) read with Regulation 6(2)- Continual Disclosure]

Name of the Company:

ISIN of the Company:

Details of change in holding of Securities of Promoter, Employee or Director of a listed company and other such persons as mentioned in

Regulation 6(2).

Name,

PAN,

CIN/DIN,

& address with

contact nos.

Category of

Person

(Promoters/

KMP /

Director

s/immediate

relative to/

other s etc.)

Securities held

prior to

acquisition/dispos

al

Securities acquired/Disposed Securities held post

acquisition/disposal

Date of allotment

advice/

acquisition

of shares/

sale of shares

specify

Date of

intimation to

company

Mode of

acquisition / disposal

(on market/public/

rights/ preferential

offer / off market/

Inter-se transfer,

ESOPs etc.)

Type of No. Type of No. Value Transact Type of No. and % From To

security and % security ion security of

(For eg. of (For eg. Type (For eg. sharehol

– Shares, share – (Buy/ – Shares, ding

Warrants holdin Shares, Sale/ Warrants

, g Warrants, Pledge / ,

Converti Convertible Revoke/ Convertible

Ble Debentures Invoke) Debentures

Debentur etc.) etc.)

es etc.)

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

----------------Page (17) Break----------------

Details of trading in derivatives of the company by Promoter, Employee or Director of a listed company and other such persons as mentioned in Regulation 6(2).

Trading in derivatives (Specify type of contract, Futures or Options etc) Exchange on which the trade was executed

Type of

contract

Contract

specifications

Buy Sell

Notional Value Number of units

(contracts *

lot size)

Notional Value Number of units

(contracts * lot size)

15 16 17 18 19 20 21

Note: In case of Options, notional value shall be calculated based on Premium plus strike price of options.

Name & Signature:

Designation:

Date:

Place:

----------------Page (18) Break----------------

ANNEXURE- VII

ANNUAL DISCLOSURE OF SHARES HELD IN THE COMPANY BY PROMOTER/ENTITY OF PROMOTER

GROUP/DIRECTORS/DESIGNATED PERSONS & THEIR IMMEDIATE

RELATIVES

Name of the Promoter / entity of Promoter Group / Designated Employees; and their Immediate

Relatives:

Date of appointment: Employee No:

Particulars of Individuals No. of shares held

on 1/4/20

No. of shares bought

during the year

No. of shares sold

during the year

No. of shares held

on 31/3/20

Client I.D. No.

Name Relation PAN

I/We declare that I/We have complied with the requirement of the minimum holding period of six months with respect to the securities purchased/sold. I

further declare that the above disclosure is true and correct and is in accordance with the Internal Code of Conduct for Regulating, Monitoring and

Reporting of Trades by Insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Place: Date: Signature:

----------------Page (19) Break----------------

ANNEXURE-VIII

Disclosure Relatives by Designated Person

Sr.

No.

Immediate Relatives Persons with whom Designated Persons

share a material financial

information

Phone/mobile nos. of persons

mentioned in (2) & (3)

Name of Educational Institution from which

Designated Persons have graduated

(One time Disclosure)

Names of Past Employers

(One time Disclosure)

(1) (2) (3) (4) (5) (6)

----------------Page (20) Break----------------