Sulabh Engineers & Services Limited has adopted an amended policy governing the procedure for inquiry into actual or suspected leaks of Unpublished Price Sensitive Information (UPSI). The company notified the Bombay Stock Exchange on August 12, 2026, regarding the updated framework, which aims to strengthen internal controls and prevent the unauthorized dissemination of price-sensitive data that could impact market prices and investor confidence. The move addresses regulatory concerns over UPSI leaks via instant messaging apps and other channels.

The revised policy is framed pursuant to Regulation 9A(5) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended. It mandates that listed companies formulate written procedures to investigate leaks and initiate appropriate action upon becoming aware of such incidents. The Board of Directors approved the policy to ensure compliance with SEBI norms and to plug loopholes in internal control systems.

Scope and Applicability

The policy applies to all Directors, Promoters, Promoter Group members, Designated Persons, Insiders, Connected Persons, their relatives, Fiduciaries, and any other person having possession of or access to UPSI. It defines "Leak of UPSI" as the communication of sensitive information by an Insider, Employee, or Designated Person to any unauthorized party, except where shared for a "Legitimate Purpose" under Regulation 3(2A). Legitimate purposes include sharing information in the ordinary course of business with partners, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, or insolvency professionals, provided such sharing does not evade regulatory prohibitions.

Inquiry Procedure and Disciplinary Actions

Upon becoming aware of an actual or suspected leak, the Compliance Officer must promptly intimate the Audit Committee and coordinate the disclosure of relevant facts. The Committee is empowered to conduct a preliminary enquiry to ascertain the truth of allegations, collect supporting material, and decide on further action. If the allegation is found frivolous, it may be dismissed; otherwise, a detailed investigation ensues.

The final report from the Committee is placed before the Board of Directors, which includes independent directors holding a 50% majority. The Board decides on disciplinary actions, which may include wage freezes, suspension, recovery, clawback, termination, or other measures deemed necessary. The company must also report actual or suspected leaks to the Stock Exchanges and SEBI using specified formats (Annexure A and Annexure B).

Key Regulatory Requirements

What This Means for Investors

The adoption of this amended policy underscores Sulabh Engineers’ commitment to maintaining market integrity and protecting shareholder interests. By establishing a clear protocol for investigating UPSI leaks, the company aims to deter unethical practices among insiders and fiduciaries. The policy ensures that any breach is swiftly identified, investigated, and penalized, thereby reducing the risk of reputational damage and financial loss associated with insider trading violations. Investors can expect enhanced transparency and stricter adherence to fair disclosure practices as the company implements these strengthened internal controls.

Sulabh Engineers & Services appointed Shraddha Mishra as Chief Financial Officer effective August 13, 2026, following the resignation of Seema Mittal from the position due to personal reasons. The Board of Directors held its meeting on August 12, 2026, to approve the leadership change alongside the notice for the 43rd Annual General Meeting (AGM) and the re-appointment of Vimal Kumar Sharma as Managing Director. These decisions ensure continuity in financial oversight and corporate governance ahead of the upcoming shareholder meeting.

The Board approved the appointment of Ms. Shraddha Mishra based on the recommendation of the Nomination and Remuneration Committee. Ms. Mishra holds a Master of Business Administration in Finance and Marketing and brings experience in U.S. Commercial Real Estate analysis. She is not related to any other director on the Board and holds no shares in the company. Her appointment replaces Mrs. Seema Mittal, who resigned as CFO effective August 12, 2026, citing personal reasons. Mrs. Mittal will continue to serve the company as an Executive Director.

Key Board Resolutions

The Board transacted several items of business during the meeting held at the company’s corporate office in Kanpur. The resolutions included administrative approvals for the upcoming AGM and key personnel changes.

Leadership Profiles

Mr. Vimal Kumar Sharma, who is up for re-appointment as Managing Director, has over 36 years of experience in the securities market and financial investments. His term, if approved by shareholders, will commence from the date of the 43rd AGM and continue until the completion of five years or the 48th AGM, whichever is earlier. He is not related to any other director on the Board.

Mrs. Seema Mittal, who retains her seat on the Board as a Director, is a business consultant with over seventeen years of experience in legal aspects of business matters. She retires by rotation at the 43rd AGM and seeks re-appointment.

Regulatory Compliance

The disclosures were made pursuant to Regulation 30 read with Para A (4) of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dr. S K Jain, Practicing Company Secretary (Membership No. F-1473), has been appointed as scrutinizer to oversee the e-voting process for the AGM. The Board also reviewed and approved the Board Report, Management Discussions and Analysis Report, and Corporate Governance Report for inclusion in the Annual Report for FY25-26.