Munjal Showa Limited has adopted an amended Code of Conduct for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) and a Code of Conduct to Regulate, Monitor and Report Trading by Insiders, effective May 29, 2026. The Board of Directors approved these amendments at its meeting held on May 29, 2026, pursuant to Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The move ensures compliance with regulatory standards governing the prevention of insider trading and the maintenance of fair disclosure practices.

Compliance Officer and Oversight

Ravinder Sharma, Company Secretary & Compliance Officer, will oversee the implementation of the codes. The Compliance Officer is mandated to report to the Board of Directors and the Chairman of the Audit Committee at least once a year. The officer is responsible for assisting employees with clarifications regarding the regulations and maintaining records of declarations for a minimum period of five years.

Trading Windows and Restrictions

The amended code establishes a trading window that closes when designated persons are reasonably expected to be in possession of UPSI. Specifically, a trading restriction period applies from the end of every quarter until 48 hours after the declaration of financial results. Designated persons and their immediate relatives are prohibited from trading in the company’s securities during these closure periods.

Pre-clearance and Trading Plans

Trading by designated persons is subject to pre-clearance by the Compliance Officer if the value of proposed trades exceeds thresholds stipulated by the Board. Insiders may formulate a trading plan, which must be approved and publicly disclosed. The plan cannot commence trading earlier than 120 days from public disclosure and must not overlap with existing plans. Trades must be executed within seven trading days of pre-clearance approval.

Disclosure Requirements

The code mandates that promoters, members of the promoter group, designated persons, and directors disclose holdings upon appointment and any changes in holdings within two trading days if the traded value exceeds ₹10 lakh in a quarter. The company must notify stock exchanges of such trading within two trading days of receipt of the disclosure. Additionally, the Chief Financial Officer has been designated as the Chief Investor Relations Officer to handle the dissemination of UPSI.

Munjal Showa Limited has received an Income Tax demand notice imposing a penalty of ₹37.35 lakhs for assessment year 2015-16, the company disclosed to stock exchanges on April 13, 2026.

Tax Notice Details

The company received the demand notice on April 12, 2026, under section 156 of the Income-Tax Act, 1961, along with Order 143(3) read with section 271(1)(c) of the Income-tax Act, 1961. The notice carries DIN & Notice No. TBA/PNL/F/271(1)(c)/2025-26/1087837368(1).

Nature of Violation

According to the assessment order for AY 2015-16 passed under section 143(3) of the Income Tax Act, 1961, excess MAT credit of ₹37.35 lakhs was disallowed. The penalty of ₹37.35 lakhs has been levied under section 271(1)(c) of the Income Tax Act, 1961 for alleged furnishing of inaccurate particulars of income.

Company's Response Strategy

Munjal Showa Limited has indicated its intention to challenge the penalty notice based on strong merits. The company plans to file an appeal before the Commissioner of Income Tax Appeals to contest the demand.

Regulatory Compliance

The disclosure was made under Regulation 30 read with Schedule III of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The information was provided as per Para A of Part A of Schedule III read with Regulation 30 of the Listing Regulations and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

The company secretary and compliance officer Ravinder Sharma signed the disclosure document, ensuring compliance with stock exchange notification requirements for both BSE and NSE where the company's shares are listed.