Insider Trading Policy
DUDANI RETAIL LIMITED
(EARLIER KNOWN AS DUDANI RETAIL PRIVATE LIMITED)
REGISTERED OFFICE:
F-93, 3rd Floor Kartarpura Industrial Area, 22 Godam Jaipur, Station Road (jaipur), Jaipur, Jaipur, Rajasthan, India, 302006.
TEL NO: +91 8690532399
EMAIL: TEAMDIVENA@GMAIL.COM
CODE OF INTERNAL PROCEDURES CONDUCT FOR PREVENTION OF INSIDER TRADING
PREFACE:
Dudani Retail Limited, believes in adhering to the highest standards of transparency and fairness in dealing with all stakeholders and aims to institutionalize strong governance processes to ensure that no insider uses his or her position, with or without the knowledge of the Company, for personal benefit, or to provide benefits to any third party. Further, under the SEBI Regulations, even sharing of information which is not mis-used, is considered a violation unless required. Thus, information needs to be shared only on a “need to know” basis.
Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“The PIT Regulations”), mandates Directors of every Listed Company to formulate a code of conduct to regulate, monitor and report trading by its designated persons and immediate relatives of designated persons towards achieving compliance with these regulations, adopting the minimum standards set out in Schedule B to the regulations.
This Code has been reviewed and approved by the Board of Directors and shall come into effect from the Date of Listing of the Equity Shares of the Company.
DEFINITIONS:
“Act” means the Securities and Exchange Board of India Act, 1992.
“Board” means the Board of Directors of the Company.
“Code” or “Code of Conduct” shall mean the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by insiders of the Company as amended from time to time.
“Company” means “Dudani Retail Limited”
"Compliance Officer" means Company Secretary or such other senior officer, designated so and reporting to the Board of Directors who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under the 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compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in the regulations under the overall supervision of the Board of Directors of the Company.
“Connected Person” means:
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 or is reasonably expected to allow such access.
i. 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,
a) An immediate relative of connected persons specified in clause (i); or
b) A holding company or associate company or subsidiary company; or
c) an intermediary as specified in Section 12 of the Act or an employee or director thereof; or
d) an investment company, trustee company, asset management company or an employee or director thereof; or
e) an official of a stock exchange or of clearing house or corporation; or
f) 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
g) 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
h) an official or an employee of a self-regulatory organization recognised or authorized by the Board; or
i) a banker of the Company; or
j) 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.
“Dealing in Securities” means an act of subscribing to, buying, selling or agreeing to subscribe to, buy, sell or deal in the securities of the Company either as principal or agent.
“Designated Person(s)” shall include:
i. Employees of the Company designated on the basis of their functional role or access to unpublished price sensitive information in the organization by their board of directors or analogous body;
ii. Employees of material subsidiaries of the company designated on the basis of their functional role or access to unpublished price sensitive information in the organization by their board of director;
iii. All promoters of the company;
iv. Chief Executive Officer and employees upto two levels below Chief Executive Officer of the Company and its material subsidiaries irrespective of their functional role in the Company or ability to have access to unpublished price sensitive information; and
v. Any support staff of the Company such as IT staff or secretarial staff who have access to unpublished price sensitive information
“Director” means a member of the Board of Directors of the Company.
“Employee” means every employee of the company including the directors in the employment of the Company.
“Fiduciaries” refers to professional firms such as auditors, accountancy firms, law firms, analysts, consultants, banks etc., assisting or advising the companies
“Generally available Information” means information that is accessible to the public on a non-discriminatory basis.
“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.
“Insider” means any person who,
i. a connected person; or
ii. in possession of or having access to unpublished price sensitive information.
“Key Managerial Person” means person as defined in Section 2(51) of the Companies Act, 2013.
“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;
“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.
“Relatives” means a person, as defined in Section 2(77) of the Companies Act, 2013 and any amendments thereto
“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;
“Takeover Regulations” means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto;
“Trading” means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and "trade" shall be construed accordingly;
“Trading Day” means a day on which the recognized stock exchanges are open for trading;
“Trading Window” means a trading period for trading in Company’s Securities as specified by the Company from time to time
“Unpublished Price Sensitive Information” means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following:
A. financial results;
B. dividends;
C. change in capital structure;
D. mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;
E. changes in key managerial personnel;
“Regulations” shall mean the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and any amendments thereto.
“Specified Persons” means the Directors, connected persons, the insiders, the Designated Persons and the promoters and immediate relatives are collectively referred to as Specified Persons.
Words and expressions used and not defined in these regulations but defined in the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013) and rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislation.
DUTIES OF COMPLIANCE OFFICER
The Compliance Officer shall report on Insider Trading to the Board of Directors of the Company and in particular, shall provide reports to the Chairman of the Audit Committee, if any, or 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.
The Compliance Officer shall assist all employees in addressing any clarifications regarding the Regulation and Company’s Code of Conduct.
PRESERVATION OF “PRICE-SENSITIVE INFORMATION”
A. All information shall be handled within the Company on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
B. Unpublished price sensitive information may be communicated, provided, allowed access to or procured, in connection with a transaction which would:
a) entail an obligation to make an open offer under the takeover regulations where the Board of Directors of the Company is of informed opinion that sharing of such information is in the best interests of the Company; or
b) not attract the obligation to make an open offer under the takeover regulations but where the Board of Directors of the Company is of informed opinion that sharing of such information is in the best interests of the Company and the information that constitute unpublished price sensitive information 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 of Directors may determine to be adequate and fair to cover all relevant and material facts.
However, the Board of Directors 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 limited purpose and shall not otherwise trade in securities of the Company when in possession of unpublished price sensitive information.
The board of directors or heads of the organization shall ensure that a Structured Digital Database is maintained containing the nature of unpublished price sensitive information, names of such persons who have shared the UPSI along with names of person or entities, as the case may be, with whom information is shared and under this regulation along with the Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available.
Such database shall not be outsourced and shall be maintained internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database
“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.
All non-public information directly received by any employee should immediately be reported to the head of the department.
“Legitimate Purpose” shall include sharing of Unpublished Price Sensitive Information in the ordinary course of business by an insider with partner(s), collaborator(s) lender(s), customer(s), supplier(s), merchant banker(s), banker(s), legal advisor(s), auditor(s), Insolvency professional(s) or other advisor(s) or consultant(s), provided that such sharing has not been carried out to evade or circumvent the prohibitions of the PIT Regulations.
The ‘Unpublished price sensitive information’ can be shared as an exception by an Insider for Legitimate purpose as per its “Policy for determination of Legitimate Purpose” (Annexure 7), provided it is not shared to evade or circumvent the prohibition under this Regulation.
Trading when in possession of unpublished price sensitive information:
No insider shall trade in the equity shares of the Company when in possession of unpublished price sensitive information except as allowed under Regulation 4(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Limited Access to Confidential Information:
Files containing confidential information shall be kept secure. Computer files must have adequate security of login and password.
PRE-CLEARANCE OF TRADES
All Specified Persons, who intend to deal in the securities of the Company when the trading window is opened and if the dealing in securities exceeds One Lot of Equity Shares, should pre-clear the transaction. However, no designated person shall be entitled to apply for pre-clearance of any proposed trade if such designated person is in possession of unpublished price-sensitive information even if the trading window is not closed and hence he shall not be allowed to trade.
The pre-dealing procedure shall be as stated hereunder:
Trading by designated persons shall be subject to pre-clearance by the compliance officer(s), if the value of the proposed trades is above such thresholds as the board of directors or head(s) of the organization may stipulate.
A. An application shall be made in the prescribed form (Annexure1) to the Compliance officer indicating the estimated number of securities that the Specified Person intends to deal in, the details as to the depository with which he has a security account, the details as to the securities in such depository mode and such other details as may be required by any rule made by the company in this behalf.
B. A Declaration in the prescribed form (Annexure 2) shall be made to the Company by such Specified Person specifying, inter alia, the following clauses, as may be applicable:
a) That the employee/director/officer does not have any access or has not received “Price Sensitive Information” up to the time of signing the Declaration.
b) That in case the Specified Person has access to or receives “Price Sensitive Information” after the signing of the Declaration but before the execution of the transaction he/she shall inform the Compliance Officer of the change in his position and that he/she would completely refrain from dealing in the securities of the Company till the time such information becomes public.
c) That he/she has not contravened the code of conduct for prevention of insider trading as notified by the Company from time to time.
d) That he/she has made a full and true disclosure in the matter.
C. All Specified Person shall execute their order in respect of securities of the Company within seven trading days after the approval of pre-clearance in the prescribed form (Annexure3), failing which fresh pre-clearance would be needed for the trades to be executed.
D. The Specified Person shall file within 4 (four) days of the execution of the deal, the details of such deal and in case the transaction is not undertaken, a report to that effect to the Compliance Officer in the prescribed form (Annexure4).
E. All Specified Persons who buy or sell any number of shares of the Company shall not enter into an opposite transaction i.e., sell or buy any number of shares during the next six months following the prior transaction. All Specified Persons shall also not take positions in derivative transactions in the shares of the Company at any time.
F. 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 Securities and Exchange Board of India (SEBI) for credit to the Investor Protection and Education Fund administered by SEBI under the Act. Provided that this shall not be applicable for trades pursuant to exercise of stock options.
G. Provided that the holding period would commence when the securities are actually allotted.
H. The Compliance Officer may waive off the holding period in case of sale of securities in personal emergency after recording reasons for the same. However, no such sale will be permitted when the Trading window is closed.
PREVENTION OF MISUSE OF “UNPUBLISHED PRICE SENSITIVE INFORMATION
Employees and connected persons designated on the basis of their functional role ("designated persons") in the Company shall be governed by an internal code of conduct governing dealing in securities.
A. TRADING PLAN:
An insider shall be entitled to formulate a trading plan for dealing in securities of the Company and present it to the Compliance Officer for approval and public disclosure pursuant to which trades may be carried out on his behalf in accordance with such plan.
B. TRADING PLAN SHALL:
a) not entail commencement of trading on behalf of the insider earlier than six months from the public disclosure of the plan;
b) not entail trading for the period between the twentieth trading day prior to the last day of any financial period for which results are required to be announced by the issuer of the securities and the second trading day after the disclosure of such financial results;
c) entail trading for a period of not less than twelve months;
d) not entail overlap of any period for which another trading plan is already in existence;
e) 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
f) not entail trading in securities for market abuse.
The Compliance Officer shall review the trading plan to assess whether the plan would have any potential for violation of these regulations. However, he shall be entitled to seek such express undertakings as may be necessary to enable such assessment and to approve and monitor the implementation of this plan.
However, pre-clearance of trades shall not be required for a trade executed as per an approved trading plan.
However, the trading window norms and restrictions on contra trade shall not be applicable for trades carried out in accordance with an approved trading plan.
The Trading Plan once approved shall be irrevocable and the Insider shall mandatorily have to implement the plan, without being entitled to either deviate from it or to execute any trade in the securities outside the scope of the trading plan.
Further, the implementation of the trading plan shall not be commenced, if any unpublished price sensitive information in possession of insider at the time of formulation of plan has not become generally available at the time of commencement of implementation. The commencement of the Plan shall be deferred until such unpublished price sensitive information becomes generally available information.
Upon approval of the trading plan, the compliance officer shall notify the plan to the stock exchanges on which the securities are listed.
C. TRADING WINDOW
a) The trading period, i.e., the trading period of the stock exchanges, called ‘trading window”, is available for trading in the Company’s securities.
b) The trading window shall be, inter alia, be closed 7 days prior to and up to 48 hours after the information becomes generally available.
c) When the trading window is closed, the Specified Persons who have not submitted the trading plan shall not trade in the Company’s securities in such period.
d) All Specified Persons shall conduct all their dealings in the securities of the Company only in a valid trading window (except for person who have executed trading plans) and shall not deal in any transaction involving the purchase or sale of the Company’s securities during the periods when the trading window is closed, as referred to in Point No. (b) above or during any other period as may be specified by the Company from time to time.
e) In case of ESOPs, exercise of option may be allowed in the period when the trading window is closed. However, sale of shares allotted on exercise of ESOPs shall not be allowed when trading is closed.
The Compliance Officer shall intimate the closure of trading window to all the designated employees of the Company when he determines that a designated person or class of designated persons can reasonably be expected to have possession of unpublished price sensitive information. Such closure shall be imposed in relation to such securities to which such unpublished price sensitive information relates.
The Compliance Officer after taking into account various factors including the unpublished price sensitive information in question becoming generally available and being capable of assimilation by the market, shall decide the timing for re-opening of the trading window, however in any event it shall not be earlier than forty-eight hours after the information becomes generally available.
The trading window shall also be applicable to any person having contractual or fiduciary relation with the Company, such as auditors, accountancy firms, law firms, analysts, consultants etc., assisting or advising the Company.
GENERAL PROVISION ON DISCLOSURE OF TRADING BY INSIDERS
The disclosures 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.
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 purposes of this Code.
The disclosures made under this Code shall be maintained for a period of five years.
Reporting Requirements for transaction in Securities
A. Initial Disclosure:
Every person on appointment as key managerial personnel or a director of the Company or upon becoming a promoter or member of the promoter group shall disclose his 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 prescribed Form (Annexure 5).
B. Continual Disclosure:
Every promoter, member of the promoter group, designated person and director of the Company shall disclose to the Company in the prescribed form (Annexure 6), 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 ₹ 10,00,000.
The disclosure shall be made within 2 trading days of:
a) the receipt of intimation of allotment of shares, or
b) the acquisition or sale of shares or voting rights, as the case may be.
C. Disclosure by other Connected Person:
The Company may at its discretion require any other connected person or class of connected persons to make disclosures of holding and trading in securities of the Company in order to monitor the compliance with this Code.
Disclosure by the Company to the Stock Exchanges
Within 2 trading days of the receipt of intimation under Clause B– Continual Disclosure, the Compliance Officer shall disclose to all Stock Exchanges on which the Company is listed, the information received.
The Compliance officer shall maintain records of all the declarations in the appropriate form given by the directors/officers/designated employees for a minimum period of five years.
Dissemination of Price Sensitive information
A. No information shall be passed by Specified Persons by way of making a recommendation for the purchase or sale of securities of the Company.
B. Disclosure/dissemination of Price Sensitive Information with special reference to analysts, media persons and institutional investors:
a) Only public information to be provided.
b) Simultaneous release of information after every such meet.
PENALTY FOR CONTRAVENTION OF THE CODE OF CONDUCT
A. Every Specified Person shall be individually responsible for complying with the provisions of the Code (including to the extent the provisions hereof are applicable to his/her dependents).
B. Any Specified Person who trades in securities or communicates any information for trading in securities, in contravention of this Code may be penalized and appropriate action may be taken by the Company.
C. Specified Persons who violate the Code shall also be subject to disciplinary action by the Company, which may include wage freeze, suspension, ineligibility for future participation in employee stock option plans, etc.
D. The action by the Company shall not preclude SEBI from taking any action in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Compliance Officer of the Company shall report to the Board of Directors and the Chairman of the Audit Committee of the Company about the compliance of the Code on a quarterly basis.
This Policy is approved by the Board of Directors at their meeting held on March 27, 2026 and shall be effective from the date of listing of the equity shares of the Company.
ANNEXURE-1
SPECIMEN OF APPLICATION FOR PRE-CLEARANCE APPROVAL
Date
To,
Company Secretary & Compliance Officer
Dudani Retail Limited
Dear Sir,
Sub: Application for pre-clearance approval in securities of the Company.
Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company’s Code of Conduct for prevention of Insider trading, I seek your approval for Purchase/ Sale /Subscription of equity shares of the Company as per details given below:
| Sr. No. | Particulars | Details |
| 1. | Name of the Applicant: | |
| 2. | Designation: | |
| 3. | No. of Securities held as on date: | |
| 4. | Folio no / DP ID Client ID | |
| 5. | Approval is for |
(a) Purchase of Securities (b) Sale of Securities (c) Subscription of Securities
|
| 6. | Proposed period for dealing in securities | |
| 7. | Estimated number of securities proposed to be acquired/ sold/subscribed | |
| 8. | Whether the transaction will be through Stock exchange or Off market | |
| 9. | Folio no / DP ID Client ID where the securities will be credited/ debited (Applicable only in Off market transaction) |
Thanking you,
Yours faithfully
(Name of Designated Person)
Encl: Declaration
ANNEXURE-2
Specimen of Declaration to be accompanied with Application for Pre-clearance approval
Declaration
To,
Company Secretary & Compliance Officer
Dudani Retail Limited
I, (Name), (Designation) of the Company residing at , am desirous of dealing in shares of the Company as mentioned in my application dated for pre-clearance of the transaction.
I further declare that I am not in possession of or otherwise privy to any unpublished Price Sensitive Information (as defined in the Company’s Code of Conduct for prevention of Insider Trading (the Code) up to the time of signing this Undertaking.
In the event that I have access to or received any information that could be construed as “Price Sensitive Information” as defined in the Code, after the signing of this undertaking but before executing the transaction for which approval is sought, I shall inform the Compliance Officer of the same and shall completely refrain from dealing in the securities of the Company until such information becomes public.
I declare that I have not contravened the provisions of the Code as notified by the Company from time to time.
I undertake to submit the necessary report within two days of execution of the transaction / a ‘Nil’ report if the transaction is not undertaken.
If approval is granted, I shall execute the deal within 7 trading days of the receipt of approval failing which I shall seek pre-clearance again.
I declare that I have made full and true disclosure in the matter.
(Signature of Designated Person)
Place
Date:
ANNEXURE-3
SPECIMEN FOR PRE-CLEARANCE APPROVAL
To,
Name:
Designation:
Place:
This is to inform you that your request for dealing in (number) shares of the Company as mentioned in your application dated is approved. Please note that the said transaction must be completed on or before (date) that is within 7 trading days from today.
In case you do not execute the approved transaction /deal on or before the aforesaid date you would have to seek fresh pre-clearance before executing any transaction/deal in the securities of the Company. Further, you are required to file, to the Company, the details of the executed transactions in the attached format within 2 days from the date of transaction/deal. In case the transaction is not undertaken a ‘Nil’ report shall be filed with the Company.
Yours faithfully
For, [●]
Compliance Officer
Date:
Encl: Specimen for submission of details of transactions.
Annexure-4
SPECIMEN FOR DISCLOSURE OF TRANSACTIONS
(To be submitted within 2 days of transaction/dealing in securities)
To,
Company Secretary & Compliance Officer
Dudani Retail Limited
I hereby inform that:
a) I have not bought/sold/subscribed any securities of the Company
b) Have bought/sold/subscribed to securities as mentioned below on (date)
| Name of Holder | No. of Securities dealt with | Mode of dealing (Sale/Purchase/ subscription) | Folio no./ DP ID Client ID | Price Rs. |
In connection with the aforesaid transaction(s), I hereby undertake to preserve, for a period of 5 years and produce to the Compliance officer / SEBI any of the following documents:
-
Broker’s contract note.
-
Proof of payment to/from brokers.
-
Extract of bank passbook / statement (to be submitted in case of demat transactions).
-
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. (applicable in case of purchase / subscription).
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 transactions(s).
Signature:
Name of Holder:
Designation:
Date:
Annexure-5
Specimen for Initial disclosure of Securities
To,
Company Secretary & Compliance Officer
Dudani Retail Limited
I, (Name), in my capacity as (Designation) of the Company hereby submit the following details of securities held in the Company as on (date of becoming Specified Person).
A. Details of Securities held by me:
| Type of Securities | No. of Securities held | Folio no/ DP ID Client ID |
B. Details of Dependent:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company’s Code of Conduct for Prevention of Insider Trading, I hereby declare that I have the following dependents:
| Sr. No. | Name of Dependent | Relation with Director/Officer/ Designated Employee |
C. Details of Securities held by Dependent:
| Name of Relative | Relationship | Type of Securities | No. of Securities held | Folio no./ DP ID Client ID |
Signature:
Name: Date:
Annexure-6
Disclosure of Change in Shareholding
To,
Company Secretary & Compliance Officer,
Dudani Retail Limited
I, (Name), in my capacity as (designation) of the Company hereby submit the following details of change in holding of securities of the Company:
| Name, PAN No. & address of Shareholder | No. of Securities held before the transaction | Receipt of allotment advice/ acquisition / sale of securities | Nature of transaction & quantity | Trading member through whom the trade was executed with SEBI Registration No. of the TM | Exchange on which the trade was executed |
| Purchase | |||||
| Sale | |||||
| Others |
Details of change in securities held by dependent family members:
| Name, PAN No. & address of Shareholder and relationship | No. of Securities held before the Transaction | Receipt of allotment advice/ acquisition/ sale of securities | Nature of transaction & Quantity | Trading member through whom the trade was executed with SEBI Registration No. of the TM | Exchange on which the trade was executed |
| Purchase | |||||
| Sale | |||||
| Others |
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 hereby declare that the above details are true, correct and complete in all respects.
Signature: Name: Date:
Annexure-7
POLICY ON DETERMINATION OF LEGITIMATE PURPOSE
[Pursuant to Regulation 3(2A) of SEBI {Prohibition of insider Trading) (Amendment) Regulations, 2018]
A. INTRODUCTION
The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate a written “Policy for Determination of Legitimate Purposes”. These regulations are effective from 27th March 2026. Accordingly, Dudani Retail Limited is required to formulate a Policy for Determination of Legitimate Purposes.
B. OBJECTIVE
The Policy is formulated to explain the Legitimate Purpose, to handle the information within the organization on a need-to-know basis and no Unpublished Price Sensitive Information shall be communicated to any person except in furtherance of legitimate Purpose, performance of duties or discharge of legal obligation.
C. APPLICABILITY
The Policy will be applicable on all “Insiders”.
D. DEFINITION
a. “Legitimate Purposes” shall mean sharing of Unpublished Price Sensitive Information in the ordinary course of business by an insider with partner(s), collaborator(s) lender(s), customer(s), supplier(s), merchant banker(s), banker(s), legal advisor(s), auditor(s), Insolvency professional(s) or other advisor(s) or consultant(s), provided that such sharing has not been carried out to evade or circumvent the prohibitions of the PIT Regulations.
b. “Insider” Any person in receipt of UPSI pursuant to a “legitimate purpose” shall be considered as an “insider” for purposes of these regulations and due notice shall be given to such persons (Insiders) to maintain confidentiality of such unpublished price sensitive information in compliance with these regulations.
(The definition of Insider given under Code of Practices & procedures for fair disclosure of UPSI stands revised to include the above.)
E. DISCIPLINARY ACTION
The Audit Committee, subject to approval of Board of Directors, may take appropriate action against any person who violates the provisions of this policy. Disciplinary action may include penalizing the concerned person. Where the Company has suffered a loss due to violation of the Policy, it may pursue its legal remedies against such persons.
F. REVIEW AND CHANGES
The Board may amend this Policy from time to time (if required) to incorporate any subsequent amendment(s) / modification(s) brought in by SEBI with respect to matters covered under this policy or even otherwise.
