Black Box Limited Adopts Revised Code for Insider Trading and Fair Disclosure of Price Sensitive Information

Black Box Limited Adopts Revised Code for Insider Trading and Fair Disclosure of Price Sensitive Information​

Black Box Limited has adopted a revised Code of Conduct pertaining to insider trading and fair disclosure of Unpublished Price Sensitive Information (UPSI). The Board of Directors approved the new code during a meeting held on August 12, 2026. This comprehensive framework is designed to ensure market integrity and fairness in handling sensitive company information.

The revised code details processes for managing and disseminating UPSI, which covers financial results, changes in capital structure, mergers, acquisitions, key managerial personnel changes, and regulatory actions against the company or its subsidiaries.

Fair Disclosure of Unpublished Price Sensitive Information (UPSI)​

The Company has established a rigorous process to ensure that material information is released promptly and universally. Key aspects of the new disclosure code include:

• Prompt and Uniform Dissemination: The Company must disclose UPSI immediately upon becoming credible and concrete, ensuring uniform dissemination to avoid any selective disclosure.
• Need-to-Know Basis: All UPSI must be handled on a need-to-know basis. The company considers any person receiving UPSI for a legitimate business purpose as an insider and requires them to maintain confidentiality.
• Investor Relations Role: The Company Secretary is designated as the Chief Investor Relations Officer, responsible for managing the dissemination of information and disclosure of UPSI.
• Documentation: The company must ensure that transcripts or records of meetings with analysts are published on its official website to provide documented confirmation of disclosures.

Internal Procedures for Insider Trading​

The code establishes detailed rules governing how Designated Persons and insiders conduct business in the securities of Black Box Limited, replacing previous codes concerning insider trading.

Insider Trading Protocols:

• Designated Persons must adhere to a strict internal code of conduct when dealing in company securities.
• Any person holding UPSI is considered an insider. The Company has mandated that all dealings are conducted either through pre-approval or under an approved trading plan.

Trading Plan and Pre-clearance:

• Insiders who possess the potential for continuous access to sensitive information must formulate a trading plan, which must be submitted to and approved by the Compliance Officer before any trade can occur.
• The approval process requires adherence to specific parameters, including defining the nature of the trade (buy/sell), setting a timeframe (not exceeding five consecutive trading days), and establishing price limits. For instance, the upper price limit for a buy trade must be between the day prior's closing price and 20 per cent higher than that closing price.
• The Compliance Officer is required to approve or reject the trading plan within two trading days of receiving it.

Pre-clearance Thresholds:

• For Designated Persons (acting in their own name or through Immediate Relatives), pre-clearing a transaction is mandatory if they intend to deal in securities when the trading window is open, and either the proposed number of shares to be traded is 5000 or more, or the total transaction value is Rs 5 Lakhs or more (whichever is less).
• A designated person may not apply for pre-clearance if they are currently in possession of any UPSI.

Holding and Transaction Restrictions:

• The code enforces restrictions against opposite trading within six months following a prior transaction.
• Insiders who subscribe to securities in the primary market must maintain an investment holding period of at least 30 days, commencing from when the securities are allotted.

Compliance Controls and Penalties​

Black Box Limited has implemented robust internal controls, including maintaining a structured digital database detailing all persons or entities with whom UPSI is shared, along with their relevant identifiers. This database is managed through an online IT portal designed for tracking compliance.

The code also outlines severe penalties for contravening the regulations:

• Any Specified Person who trades in violation of the Code is liable for disciplinary action by the Company.
• Such action may include a monetary penalty up to 300% of the profits or gains made from the non-compliant transaction, in addition to other appropriate actions.

BBOX Stock Price Movement​

Black Box Limited's stock gained on Wednesday, rallying 1.78% to close at ₹772.1, driven by strong market action during the session. The equity saw active trading, with a total of 550,829 shares traded throughout the day.