Radico Khaitan : Code of Conduct for Prohibition of Insider trading

RADICO KHAITAN LIMITED

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Introduction

Radico Khaitan Limited (the "Company") on an ongoing basis endeavors to apply best practices in relation to corporate governance requirements. As a part of its efforts, the Company undertakes to regulate, preserve and manage Unpublished Price Sensitive Information and its abuse.

Securities and Exchange Board of India ("SEBI") vide its Notification dated January 15, 2015, had issued the SEBI (Prohibition of Insider Trading) Regulations, 2015 and further amended the same vide its notification dated December 31, 2018 by introducing the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 , further amended in 2020 and last amended on April 26, 2021 with the objective to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. The said Regulations prescribes all listed companies to formulate and publish code of conduct with the approval of the Board and to regulate, monitor and report trading of its securities by its designated persons and immediate relatives of designated persons towards achieving compliance with the Regulations, adopting minimum standards as set out in Schedule B of the Regulations, without diluting the provisions of the Regulations in any manner.

In furtherance to the mandates under SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company hereby notifies this code of conduct ("Code of Conduct") effective from April 01, 2019. It is framed to achieve the above mentioned objectives and is to be followed by all Directors, designated persons, their immediate relatives and other connected persons.

Definitions

In this Code, unless the context otherwise requires:

1. "Company" means Radico Khaitan Limited.
2. "SEBI Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992) as amended from time to time.
3. "Board" means the Securities and Exchange Board of India.
4. "Board of Directors" means the Board of Directors of the Company.
5. "Compliance Officer" means the Company Secretary or such other senior officer designated so, reporting to the Board of Directors, who is financially literate and is capable of appreciating requirements for legal & regulatory compliance under these regulations and who shall be

responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of Unpublished Price Sensitive Information, monitoring of trades and the implementation of the codes and policies specified in the Regulations under the overall supervision of the Board of Directors of the Company.

"financially literate" shall mean a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows

1. "Code" means this Code of Conduct formulated for Regulating, Monitoring and Reporting by Insiders under SEBI (Prohibition of Insider Trading) Regulations, 2015 read with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, as amended from time to time.
2. "Connected Person" includes:
3. 1. any person who is or has during the six months prior to the concerned act been associated with the Company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship between himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to Unpublished Price Sensitive Information or is reasonably expected to allow such access.
   2. Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established:
   3. 1. An immediate relative of connected persons specified in clause vii(A) above; or
      2. A holding company or associate company or subsidiary company; or
      3. An intermediary as specified in Section 12 of the Act or an employee or director thereof; or
      4. An investment company, trustee company, asset management company or an employee or director thereof; or
      5. An official of a stock exchange or of clearing house or corporation; or
      6. A member of board of trustees of a mutual fund or a member of the Board of Directors of the asset management company of a mutual fund or is an employee thereof; or
      7. A member of the Board of directors or an employee of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or
      8. An official or an employee of a self-regulatory organization recognized or authorized by the Board; or
      9. A banker of the Company; or
      10. A concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of the Company or his immediate relative or banker of the Company, has more than ten per cent, of the holding or interest.
4. "Dealing in Securities" means an act of subscribing, buying, selling or agreeing to subscribe, buy, sell or deal in any securities by any person either as principal or agent;
5. "Designated Persons" shall include:
6. 1. Every Promoter of the Company

1. 1. Every Director of the Company
   2. Chief Executive Officer and employees upto two levels below Chief Executive Officer of the Company namely Senior Vice President, Vice President and Assistance/Associate Vice President.
   3. Every employee in the Corporate Secretarial, Insurance, Taxation, Accounts, IT & Legal department irrespective of their role, designation etc.
   4. Any other employee /person as may be determined by the Board of directors from time to time in consultation with the management of the Company considering the objectives of the Code; and
   5. Immediate Relatives of all the above persons.
2. "Director" means the Director as defined under Companies Act, 2013.
3. "Employee" means every employee of the Company whether permanent or contractual basis including the Directors in the employment of the Company.
4. "Immediate Relative" means a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities.
5. "Generally available information" means information that is accessible to the public on a non- discriminatory basis;

(xiv)"Insider" means any person who is:

1. 1. a connected person; or
   2. Designated persons; or
   1. in possession of or having access to Unpublished Price Sensitive Information;
   1. "Key Managerial Personnel", in relation to a company, means-
   2. 1. the Chief Executive Officer or the managing director or the manager;
      2. the company secretary;
      3. the whole-time director;
      4. the Chief Financial Officer;
      5. such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and
      6. such other officer as may be prescribed under the Companies Act, 2013, from time to time.
2. "Legitimate Purpose" shall include sharing of Unpublished Price Sensitive Information in ordinary course of business by an Insider with Partners, Collaborators/ Lenders, Customers, Suppliers, Merchant Banker, 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 these regulations.
3. "Need to Know basis" means that Unpublished Price Sensitive Information 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 the information.

1. "Promoter" shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any modification thereof;
2. "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 or any modification thereof.
3. "Securities" shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 or any modification thereof, except units of a mutual fund.
4. "Sensitive Transactions" shall mean any proposed / ongoing transaction or activity of relating to Radico Khaitan Limited and/or its securities, directly or indirectly, information of which is not generally available and which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily include but not restricted to, information relating to the transaction(s) and/or events as mentioned in the definition of Unpublished Price Sensitive Information of this Code.
5. "Stock Exchange" means National Stock Exchange of India Ltd. and BSE Ltd.
6. "Takeover Regulations" means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto;
7. "Trading" means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly ;
8. "Trading day" means a day on which the recognized stock exchanges are open for trading.
9. "Trading window" means trading period for trading in the Company's Securities. All days

shall be the trading periods except when trading window is closed.

1. "Unpublished Price Sensitive Information" ("UPSI") shall mean any information, relating to the company or its securities, that is not generally available, whether directly or indirectly, which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily be including but not restricted to, information relating to the following:
2. 1. Periodical Financial Results of the Company;
   2. Dividends;
   3. Change in capital structure;
   4. mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;
   5. changes in key managerial personnel
   6. Any other event as may be determined by the Compliance officer which is likely to materially affect the price of the Securities of the company.

1. "Regulations" shall mean the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto.
2. "Whistle Blower" means an employee who reports instance of leak of price sensitive information under this Policy.

Terms that have not been defined in this code shall have the same meaning assigned to them in the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or any other SEBI Regulation(s) as amended from time to time.

Role of Compliance Officer

1. The Company has appointed the Group Head Legal & Company Secretary of the Company as the Compliance Officer for the purposes of compliance under this Code of Conduct.
2. The Compliance officer shall report to the Board of the company and in particular, shall provide reports to chairman of the Audit committee and to the chairman of the Board of Directors at such frequency as may be stipulated by the board of directors, but not less than once in a year.
3. The Compliance officer shall assist all employees, designated persons and their immediate relatives in addressing any clarifications regarding the Regulations and the code.
4. The Compliance officer shall monitor, review and Pre approve all Trading Plans.
5. The Compliance Officer shall, based on his discretion and occurrence of specific events detailed in this Code of Conduct, regulate and monitor the Trading Window of the securities of the Company.
6. The Compliance Officer may inquire any employee, designated persons and their immediate relatives in relation to Trading of securities and handling of Unpublished Price Sensitive Information of the Company.
7. The Compliance Officer may require any other persons (law firms, consultants, Auditors, investment bankers, vendors, customers, bankers etc.) to disclose shareholding and trading in securities of the Company.
8. The Compliance Officer shall assist the Company in formulation of Chinese walls and Crossing the Wall policy in order to regulate the abuse of Unpublished Price Sensitive Information.
9. The Compliance Officer shall implement this Code under the general supervision of the Audit Committee and the overall supervision of the Board of the Company.
10. The Compliance Officer shall close the trading window for such periods as he may deem fit in compliance with the provisions of this Code and the Regulations and shall inform the Designated Persons of the same.