EDELWEISS CODE FOR TRADING IN OTHER THAN EDELWEISS FINANCIAL SERVICES LIMITED SECURITIES Edelweiss Code for Trading in other than Edelweiss Financial Services Limited Securities I. Purpose of the Code The SEBI (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as “Insider Trading Regulations”) mandate all market intermediaries to formulate an internal Code to regulate, monitor and report, trading by employees and other connected persons towards achieving compliance with the Regulations. The Edelweiss Group is engaged in a variety of market intermediary activities including Merchant Banking, Stock Broking, Portfolio Management, Research and Investment Advisory Services. Accordingly, this Code is being formulated in accordance with Regulation 9(1) of the Regulations, clarifications and subsequent informal guidance letters issued by SEBI from time to time. The activities of Edelweiss Group are regulated by the Securities & Exchange Board of India, Reserve Bank of India, Stock Exchanges, Depositories, Clearing Corporation of the Stock Exchanges, IRDA, etc. under the various Rules and Regulations, Bye-laws, Guidelines and Directives of those respective regulatory/ government authorities which are applicable to the businesses transacted by Edelweiss Group. Given the diversity of the business operations and the multiplicity and complexity of the regulations that Edelweiss’ activities are subject to and given the impact of non-compliance, it is important that the employees of Edelweiss Group understand and comply strictly with the various regulatory requirements applicable to their respective business/ function. Pursuant to amendments to the Insider Trading Regulations in December 2018, which are effective from 01 April 2019, the Company has suitably amended the “Code for Trading In Other than Edelweiss Financial Services Limited Securities” hereinafter referred as Non EFSL Code. This Code shall replace the existing Code of the Company and shall come into force with effect from July 01, 2020. II. Applicability This Code is applicable to all employees of Edelweiss Group and their Immediate Relatives and Connected Persons, as defined in this Code. The Edelweiss Group includes Edelweiss Financial Services Ltd (“Edelweiss” or “EFSL”) and its Subsidiary and Associate Companies. The new employees shall be bound by the Code from the date of commencement of employment irrespective of the fact that whether they are on probation or not. III. Scope This Code deals with- a. Personal securities transactions of the Designated Persons and lays down detailed guidelines to be followed in this respect. b. Disclosure by the Employees, while tendering public investment advice. c. Policies and procedures to prevent any instance of insider trading and guard against abuse of price sensitive information. Page 2 of 25 Edelweiss Code for Trading in other than Edelweiss Financial Services Limited Securities IV. Definitions: “Act” means the Securities and Exchange Board of India Act, 1992. “Associate Company & Subsidiary Company” shall have the same meaning as assigned under the Companies Act, 2013. “Code” or “this Code” shall mean the Edelweiss Code for Trading in Other than Edelweiss Financial Services Limited Securities as amended from time to time. “Company” or “the Company” or “Edelweiss” means ‘Edelweiss Financial Services Limited’. “Compliance Officer” means the Designated Compliance Officer of respective entities/companies as may be appointed by the Board of Directors from time to time for the purpose of the administration of this Code "Connected Person" means,- i) any person who is or has during the six months prior to the concerned act been associated with a company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship between himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to Unpublished Price Sensitive Information or is reasonably expected to allow such access. ii) Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established, - a) an immediate relative of connected persons specified in clause (i); or b) a holding company or associate company or subsidiary company; or c) an investment company, trustee company, asset management company or an employee or director thereof; or d) a member of board of trustees of a mutual fund or a member of the board of directors of the asset management company of a mutual fund or is an employee thereof; or e) a concern, firm, trust, Hindu undivided family, company or association of persons wherein a director / employee of a company or his immediate relative or banker of the company, has more than ten per cent of the holding or interest. Page 3 of 25 Edelweiss Code for Trading in other than Edelweiss Financial Services Limited Securities “Designated Person(s)” shall mean the Designated Employees, their Immediate Relatives and their Connected Persons. “Designated Employees” shall mean the Employees of the Company and employees of its Subsidiaries and Associates; including their Immediate Relatives and Connected Persons falling within the following categories: • Chief Executive Officer or Business Head and employees up to two levels below Chief Executive Officer or Business Head of the Company • Directors and Key Managerial Personnel of the Company • All promoters who are investment companies of the Company • Specified functional personnel from Control functions such as Compliance, Secretarial and Legal team who handle activities in relation to the transaction • All employees in the grade of Senior Vice President (SVP) and above • All employees brought over the Chinese Wall • Any other employee as may be determined and informed by the Compliance Officer from time to time. “Grey/Restricted List” means list of listed securities maintained by Compliance Officer for monitoring compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 “Group Entities” mean subsidiaries and associate companies of Edelweiss group who trade in securities market in their own capacity “Immediate Relative” means the spouse of a Designated Employee and includes parent, sibling, and child of such Designated Employee or of the spouse, any of whom is either dependent financially on such Designated Employee, or consults such person in taking decisions relating to trading in Securities; “Insider” means any person who is:- i) a connected person; or ii) in possession of or having access to Unpublished Price Sensitive Information. “Insider Trading Regulations or The Regulations” means the Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 2015 as amended from time to time. “Non-Designated Person” shall mean employees of Edelweiss group other than “Designated Persons” and Group Entities “Proposed to be listed” shall include securities of an unlisted company: (i) if such unlisted company has filed offer documents or other documents, as the case may be, with the SEBI, stock exchange(s) or registrar of companies in connection with the listing; or Page 4 of 25 Edelweiss Code for Trading in other than Edelweiss Financial Services Limited Securities (ii) if such unlisted company is getting listed pursuant to any merger or amalgamation and has filed a copy of such scheme of merger or amalgamation under the Companies Act, 2013 "Securities" shall have the meaning assigned to it under the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or any modification thereof except units of a mutual fund; “Trading” means an act of subscribing, buying, selling or dealing or agreeing to subscribe, buy, sell, or deal including pledge etc. “Unpublished Price Sensitive Information” or “UPSI” means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following: (i) financial results; (ii) dividends; (iii) change in capital structure; (iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions; (v) changes in key managerial personnel; and (vi) Any significant changes in policies, plans or operations of any listed company (vii) The information is material and price sensitive if the dissemination of the same is likely to affect the market price of that security and would influence the investors/speculators in their decision of trading in that security V. Limitation and Review Edelweiss may, from time to time, amend this Code or stipulate additional Codes, depending upon the situation and change the internal policies of the Group. All employees are bound by such changes/additions in Code as and when these changes/ additions come into force. All employees are required to read this Code and confirm their understanding and acceptance of the Code. VI. Appointment of Designated Compliance Officer “Designated Compliance Officer” means the Compliance Officer appointed by the Board of Directors for the purpose of compliance of policies, procedures, maintenance of records, monitoring adherence