Employee & Director Trading Policy

1. Objective

1. prevent conflict of interest between personal trading activities of Employees and the interests of clients;
2. prevent front-running and misuse of unpublished research, recommendations or internal information;
3. ensure prevention of insider trading, whether actual or perceived;
4. Dealing at Arms Length and maintenance of Chinese Wall with group/sister companies. and
5. ensure compliance with the SEBI (Research Analysts) Regulations, 2014, as amended from time to time, and related SEBI circulars.

This Policy seeks to maintain the independence, objectivity and integrity of research activities carried out by the Company.

2. Applicability

This Policy shall apply to:

• all Research Analysts employed by the Company;
• all employees of the Company (permanent, contractual or temporary);
• Directors and the Chief Executive Officer;
• the Compliance Officer; and
• immediate relatives of all the above persons.

For the purpose of this Policy, trading by immediate relatives shall be deemed to be trading by the concerned Employee.

3. Definitions

3.1 Employee

"Employee" means and includes:

• Research Analysts;
• Directors;
• the Chief Executive Officer;
• the Compliance Officer;
• senior management; and
• any other person employed by the Company, whether full-time, part-time or contractual.

3.2 Immediate Relative

Immediate relative shall mean spouse, dependent children, parents, siblings or any other person financially dependent on the Employee or whose trading decisions are influenced by the Employee.

3.3 Restricted Securities

Restricted Securities include securities which are:

• under active research coverage;
• included in or proposed to be included in model portfolios; or
• identified, shortlisted or discussed for Margin Trading Facility (MTF) recommendations.

4. General Prohibition On Trading

No Employee or their immediate relative shall:

1. trade in Restricted Securities prior to publication or dissemination of research reports;
2. trade prior to communication of model portfolio changes to clients;
3. trade prior to communication of MTF security identification; or
4. engage in any activity that may amount to insider trading, front-running or misuse of unpublished price sensitive or research-related information.

Same-day trading (buy and sell or sell and buy on the same day) in Restricted Securities is strictly prohibited.

5. Trading Window – Research Reports (7-Day Rule)

The trading window for securities covered under research reports shall:

• remain closed for 7 (seven) calendar days prior to publication of the research report; and
• remain closed for 7 (seven) calendar days after dissemination of the research report to clients or the public.

No Employee or immediate relative shall trade in such securities during this period.

6. Trading Window – Model Portfolios (7-Day Rule)

The trading window for securities forming part of model portfolios shall:

• remain closed from the date of internal finalisation of any model portfolio change; and
• reopen 7 (seven) calendar days after such changes are communicated to clients.

7. Trading Window – MTF Securities (7-Day Rule)

The trading window for securities identified or discussed for Margin Trading Facility (MTF) shall:

• remain closed from the date of internal discussion or identification; and
• reopen 7 (seven) calendar days after communication of such identification to clients.

8. Extended Closure Of Trading Window

The Compliance Officer may, considering the sensitivity of information or any other material event, extend the trading window closure for a period of up to 30 (thirty) calendar days.

Such extension may be applied selectively or generally, and shall be binding on all Employees.

9. Pre-Clearance Of Trades

1. Pre-clearance is mandatory for all Employees for trades in securities.
2. Pre-clearance shall be compulsory where the value of the proposed trade exceeds ₹50,000 (per transaction or series of related transactions).
3. Pre-clearance approval shall be valid for 7 (seven) trading days from the date of approval.
4. If the trade is not executed within the validity period, fresh pre-clearance shall be obtained.

10. Contra Trades (30-Day Rule)

No Employee shall execute a contra trade (buy/sell or sell/buy) in the same security within 30 (thirty) calendar days of the original transaction.

Any exception to this rule shall require prior written approval of the Compliance Officer, along with recorded reasons.

11. Arm's Length Dealing Requirement

Employees of the Company shall, at all times, deal at arm's length with:

• stock brokers;
• wealth managers;
• portfolio managers;
• investment advisers; and
• any other market intermediaries.

Employees of the group/ sister companies shall not seek or accept any preferential treatment, unpublished information, special access, trading advantage, or consideration by virtue of their position from the employees of Shriram Research Pvt Limited. Any dealing that compromises independence, objectivity or creates an actual or perceived conflict of interest is strictly prohibited.¹⁶

12. Disclosures

All Employees shall make the following disclosures in the prescribed formats:

• Initial disclosure at the time of joining;
• Quarterly disclosure of holdings and trades; and
• Annual disclosure as may be prescribed.

Failure to make timely and accurate disclosures shall be treated as a violation of this Policy.

13. Monitoring And Record Maintenance

1. The Compliance Officer shall monitor compliance with this Policy.
2. The Compliance Officer shall maintain records relating to:
   • disclosures,
   • pre-clearance approvals, and
   • violations and actions taken.
3. Such records shall be preserved for a minimum period of 5 (five) years.

14. Obligations Of Directors And CEO

Directors and the Chief Executive Officer shall:

• avoid trading in securities covered under research reports, model portfolios or MTF identification;
• ensure the highest standards of ethical conduct; and
• make enhanced disclosures as may be required under applicable laws and regulations.

15. Penalties And Disciplinary Action

Any violation of this Policy may result in:

• internal disciplinary action, including warning, suspension or termination; and
• reporting of such violation to SEBI or other regulatory authorities, wherever required.

16. Review And Amendment

This Policy shall be:

• reviewed annually or earlier if required due to regulatory changes; and
• placed before the Board of Directors for approval of any amendment.

Version no. 1.0

Approved by the Board of Directors on 06-02-26