Updates

August 06, 2026 Na(cid:415)onal Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 NSE SYMBOL: MVELECTRO SCRIP CODE: 544851 Sub: In(cid:415)ma(cid:415)on under Regula(cid:415)on 8(2) of the Securi(cid:415)es and Exchange Board of India (Prohibi(cid:415)on of Insider Trading) Regula(cid:415)ons, 2015 Dear Sir / Madam, Pursuant to Regula(cid:415)on 8(2) of the Securi(cid:415)es and Exchange Board of India (Prohibi(cid:415)on of Insider Trading) Regula(cid:415)ons, 2015, as amended ('SEBI PIT Regula(cid:415)ons'), please find enclosed herewith the Code of Prac(cid:415)ces and Procedures for Fair Disclosure of Price Sensi(cid:415)ve Informa(cid:415)on framed under Regula(cid:415)on 8(1) of SEBI PIT Regula(cid:415)ons. This is submi(cid:425)ed for your informa(cid:415)on & records. Thanking you FOR MV ELECTROSYSTEMS LIMITED Sourabh Bansal Company Secretary and Compliance Officer Membership No.: A49529 Place: Mumbai MV ELECTROSYSTEMS LIMITED (“COMPANY”) CODE OF CONDUCT PREVENTION OF INSIDER TRADING I. Definition “Act” Securities and Exchange Board of India Act, 1992 “Board” Securities and Exchange Board of India “Code” or “Code of Code of Conduct for Prevention of Insider Trading of “MV Conduct” Electrosystems Limited” as amended from time to time. “Company” MV Electrosystems Limited "Compliance Officer" 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compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in these regulations under the overall supervision of the Board of Directors of the Company. “Connected Person” a. any person who is or has during the six months prior to the concerned act been associated with a 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 (“UPSI”) or is reasonably expected to allow such access. b. 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: ➢ an immediate relative of connected persons specified in clause (i); ➢ a holding company or associate company or subsidiary company; ➢ an intermediary as specified in Section 12 of the Act or an employee or director thereof; or ➢ an investment company, trustee company, asset management company or an employee or director thereof; or ➢ an official of a stock exchange or of clearing house or corporation; ➢ 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 ➢ 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 ➢ an official or an employee of a self-regulatory organization recognized or authorized by the Board; or ➢ a banker of the Company; or ➢ 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. “Designated Person(s)” 1) Every KMP and Director of the Company; 2) All Promoter(s) of the Company; 3) All Employees two level below the CEO and its material subsidiary (ies); 4) Executive Assistant/Secretaries to Executive Directors; 5) Head of Departments; 6) Support Staff such as Secretarial Staff, Accounts Staff, IT Staff; 7) All directors and department heads of Material Subsidiary (ies); 8) Any other employee /person as may be determined and informed by the Compliance Officer from time to time in consultation with the Board of Directors/management of the Company considering the objectives of the Code. “Director” Member of the Board of Directors of the Company “Employee” Every employee of the Company including the Directors in the employment of the Company “Financial Literate” Shall mean a person who has ability to read and understand basic financial statements i.e. Balance Sheet, Profit / Loss A/c and Statement of cash flows "Generally available Information that is accessible to the public on a non-discriminatory Information" basis. "Immediate Relative” / Spouse of a person and includes parent, sibling and child of such “Dependent(s)” 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. “Insider” any person who is: a. a Connected Person; or b. in possession of or having access to UPSI. “Key Managerial Personnel” a. Executive Directors (including MD, WTD, Manager, CEO); (KMPs) b. Chief Financial Officer; c. Company Secretary; “Material Subsidiary” Shall mean a subsidiary, whose income or net worth exceeds 20% of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year. Provided however that aforesaid limit of 20% shall be read as 10% w.e.f. April 01, 2019, to determine the status of Material Subsidiary. “Material financial means a relationship in which one person is a recipient of any kind of relationship’’ 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. "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 "Securities" shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof except units of a mutual fund "Trading or Dealing in means and includes subscribing, buying, selling, dealing, or agreeing to securities" subscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly. "Trading Day" a day on which the recognized stock exchanges are open for trading “Unpublished Price any information relating to the Company or its securities, directly Sensitive Information” or indirectly, that is not generally available which upon becoming (“UPSI”) 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: a. Declaration of Financial Results (both audited and or unaudited); b. Declaration of Dividends (both Interim and or Final); c. Change in Capital Structure by way of Public/Rights/Preferential/Bonus issues; d. Mergers, De-mergers, Acquisitions, Delisting, Disposals and Expansion of Business and such other transactions; e. Changes in Key Managerial Personnel (“KMP’s”); “Regulations” Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto II. Interpretation Words denoting the singular shall include the plural and vic a versa and words denoting masculine gender shall include reference to feminine or neuter gender; Words and expressions used and not defined in this code but defined in the SEBI (Prohibitio [Showing first 8,000 characters — download PDF for full document]