# 1. Financial Performance ## A. Price Discovery Mechanisms * **Disclosure Mandates:** The Company is obligated to provide immediate public disclosure of Unpublished Price Sensitive Information (UPSI) to stock exchanges once data becomes credible to ensure market transparency. * **Regulatory Exemptions:** Selective disclosure is strictly limited to professional intermediaries, including merchant bankers and counsels, specifically for the structuring of **securities, debentures, ADR/GDR, or QIPs**. --- # 2. Regulatory Compliance & Framework ## A. PIT Regulation Adherence * **Regulatory Alignment:** One Mobikwik Systems Limited maintains a comprehensive framework for Fair Disclosure of UPSI, strictly adhering to **Regulation 8(2)** and **Schedule A** of the SEBI (Prohibition of Insider Trading) Regulations, 2015. * **Policy Governance:** The Board established specific policies under **Regulation 3(2A)** to govern the sharing of sensitive data, ensuring all non-public information is made generally available to prevent selective disclosure. * **Legal Integration:** The company’s internal definitions and compliance protocols are cross-referenced with the **SEBI Act**, **Listing Regulations**, and the **Companies Act, 2013** to ensure legal consistency. ## B. SEBI Disclosure Standards * **Materiality Framework:** Identification of UPSI is strictly governed by materiality guidelines under **Schedule III** of the SEBI LODR Regulations, specifically covering events such as the grant or suspension of key licenses. * **Exchange Reporting:** Formal notifications and policy amendments are systematically submitted to both the **NSE (MOBIKWIK)** and **BSE (544305)** to maintain market transparency. * **Public Accessibility:** The Company maintains high transparency standards by hosting its full disclosure code and corporate policies on its dedicated **Investor Relations portal**. ## C. Fair Disclosure Practices * **Board Oversight:** The Board of Directors recently approved critical amendments to the Fair Disclosure Code on **May 12, 2026**, to refine the handling of price-sensitive data. * **Market Integrity:** The primary objective of the updated Code is to ensure prompt disclosure to stock exchanges, effectively neutralizing the risk of selective information sharing with specific investors. * **Dynamic Compliance:** All disclosure provisions are subject to mandatory revision based on evolving **applicable laws**, with a commitment to notify exchanges of any structural policy changes. --- # 3. Governance & Leadership ## A. Board Oversight Roles * **Policy Governance:** The Board maintains absolute authority to amend, modify, or resolve ambiguities within the regulatory code to ensure alignment with corporate intent. * **Effective Mandate:** Current policy amendments were formally ratified by the Board on **May 12, 2026**, establishing the immediate operational framework. ## B. CIRO Responsibilities * **Strategic Information Oversight:** The Chief Investor Relations Officer (CIRO) is mandated to ensure the fair, unbiased, and credible dissemination of Unpublished Price Sensitive Information (UPSI). * **Regulatory Compliance:** The CIRO serves as the primary liaison for SEBI-prescribed disclosures and is responsible for providing formal responses to regulatory queries and market rumors. * **Key Appointment:** **Ankita Sharma** (Company Secretary & Compliance Officer) has been designated as the CIRO, centralizing compliance and investor communication functions. --- # 4. Information & Data Management ## A. UPSI Identification & Insider Criteria * **Broad Insider Classification:** Defines "Insiders" as any individual in possession of price-sensitive data, including "Connected Persons" associated with the company within **6 months** prior to a sensitive act. * **Comprehensive UPSI Scope:** Classifies non-public information as UPSI if it materially affects security prices, specifically covering financial results, capital restructuring, fund-raising, and leadership changes. * **Event-Driven Triggers:** Extends UPSI status to corporate restructuring (mergers/acquisitions), forensic audit initiations, credit rating shifts, and significant legal or insolvency developments. * **Analyst Interaction Protocol:** Mandates that unanticipated material questions from analysts be taken on notice, requiring a public announcement before a formal response is provided. ## B. Legitimate Purpose & Disclosure Framework * **Strict "Need-to-Know" Basis:** Establishes a rigorous framework where UPSI is shared only for legitimate business interests, legal obligations, or professional duties to prevent trading advantages. * **Authorized Recipient Network:** Permits data sharing with a defined ecosystem including lenders, auditors, merchant bankers, and collaborators for the purpose of securing licenses, credit, or contracts. * **Commercial Integrity Test:** Requires verification that disclosures are commensurate with the specific business purpose and are not intended for personal benefit or the evasion of **PIT Regulations**. ## C. Structured Digital Database & Security * **Tamper-Proof Record Keeping:** Mandates an internal digital database to track the nature of shared UPSI and recipient identities, featuring **time stamping** and **audit trails**. * **Data Governance:** Ensures the database maintains a permanent record of all persons granted access to sensitive information alongside prescribed identification details. ## D. Confidentiality Agreement Protocols * **Contractual Safeguards:** Authorizes the use of NDAs that force recipients to acknowledge the company’s exclusive ownership of UPSI and restrict its use to specified purposes. * **Universal Compliance:** Extends policy obligations to all employees and connected persons, ensuring strict adherence to confidentiality regardless of the recipient's professional rank. --- # 5. Stakeholder & Investor Relations ## A. Analyst Meeting & Disclosure Guidelines * **Pre-Event Transparency:** Schedules for group investor meetings must be disclosed at least **two working days** in advance, with all presentation materials uploaded prior to the event start. * **Authorized Communication:** Participation in analyst or broker calls is strictly limited to authorized representatives to mitigate misrepresentation risks. * **UPSI Safeguards:** Any inadvertent leak of unpublished price-sensitive information (UPSI) during investor interactions requires immediate disclosure to stock exchanges by the CIRO. * **Digital Repository:** The company maintains a dedicated IR portal to provide centralized access to financial statements, briefing materials, and Q&A records. ## B. Universal Information Dissemination * **Standardized Reporting Timelines:** Audio recordings of earnings calls must be public within **24 hours** (or before the next trading day), while written transcripts are mandated within **five working days**. * **Video Disclosure:** If earnings calls are recorded via video, the company commits to publishing these files to exchanges and the website within **48 hours**. * **Anti-Selective Disclosure:** Policy mandates uniform dissemination of all material information via stock exchange filings to ensure equitable access for all stakeholders. * **Policy Accessibility:** The updated Code of Fair Disclosure and related corporate governance policies are hosted publicly on the official company website. ## C. Media & Rumor Management * **Remediation Protocol:** In instances of selective disclosure, the CIRO is required to make the information public within **24 hours** of discovery. * **Speculation Policy:** The company clarifies that general market rumors or media speculation do not constitute selective disclosure under this framework. --- # 6. Legal & Regulatory Risks ## A. Key Figures * **Connected Person Threshold:** **>10%** interest or holding by directors, relatives, or bankers * **Regulatory Scope:** **Regulation 2(1)(g)** of PIT Regulations (Insider Definition) ## B. Insider Trading Liabilities * **Broadened Definition of Connected Persons:** Liability extends to firms, partners, and employees if a primary connected person is a partner, as well as individuals sharing a household with specified insiders. * **UPSI Classification:** Material events including legal actions by statutory bodies, management control agreements, and the granting of non-routine third-party guarantees are strictly classified as Unpublished Price Sensitive Information. * **Strict Compliance for Information Recipients:** Any individual receiving UPSI for "legitimate purposes" is legally deemed an Insider; they must provide written undertakings to abstain from trading and maintain confidentiality. ## C. Litigation & Forensic Audits * **Permitted Information Sharing:** Disclosure of sensitive data is restricted to legal advisors for specific purposes such as litigation, IP registration, or obtaining expert advisory services. * **Material Dispute Impact:** The outcomes of litigations or disputes are flagged as critical UPSI due to their potential impact on the Company’s valuation or operational standing. ## D. Statutory Conflict Resolution * **Automatic Regulatory Alignment:** The Company’s internal code is designed to automatically absorb subsequent modifications to PIT Regulations or relevant statutory laws. * **Legal Precedence:** In any instance of contradiction between internal policy and governmental mandates, applicable statutory law and regulatory circulars shall prevail. * **Mandatory Disclosures:** Information sharing is explicitly permitted when compelled by subpoenas, court orders, or governmental decrees. --- # 7. Guidance & Outlook ## A. Listing & Trading Readiness * **Operational Scope:** The Code governs the **Company, its subsidiaries, and associates**, establishing a comprehensive compliance framework for the group. * **Effective Timeline:** Full policy activation is contingent upon the **listing and trading of equity shares** on the BSE or NSE, though "proposed to be listed" provisions are currently in effect. ## B. Transparency & Regulatory Alignment * **Disclosure Standards:** Management’s primary objective is the prevention of selective disclosure to ensure equitable access to material information for all stakeholders. * **Regulatory Compliance:** Policy provisions are designed for automatic alignment with evolving **PIT Regulations** and other relevant legislative updates.