Code of Conduct & Securities Dealing Procedures

Introduction

SEBI, vide Notification No. LAD-NRO/GN/2014-15/07/1414 dated September 01, 2014, notified the SEBI (Research Analysts) Regulations, 2014, which became effective from November 29, 2014. The Regulations were introduced with the objective of fostering transparency in securities research and providing investors with reliable and useful information for making informed investment decisions.

This Code of Conduct and Securities Dealing Procedures Policy has been adopted in accordance with the aforesaid regulations and shall govern the conduct of Gowtham Kumaresh, SEBI Registered Research Analyst bearing Registration No. INH000028981, and all associated persons engaged in research activities.

Applicability

This policy applies to Gowtham Kumaresh ("Research Analyst" or "RA"), including all employees, associates, representatives, and persons engaged in research activities — in particular those involved in:

• Preparation or publication of research reports;
• Issuing buy, sell, or hold recommendations;
• Providing price targets or opinions on securities;
• Research activities relating to securities listed or proposed to be listed on recognised stock exchanges.

1. Honesty & Fairness

The Research Analyst shall act honestly, fairly, and in good faith while conducting research activities and shall not engage in any act, omission, manipulation, or deceptive practice that may mislead investors.

• Research recommendations shall be based on facts and honest assessment — not on speculation, rumour, or undisclosed interests.
• The Research Analyst shall not make any statement or publish any research that is false, misleading, or designed to induce investors to act in a manner contrary to their own interests.
• All communications with investors — whether in research reports, on social media, or through any other channel — shall be accurate, balanced, and consistent with the research conducted.

2. Diligence & Competence

• Act with competence, care, and diligence in all research activities.
• Maintain and continuously improve professional knowledge, skills, and competence relevant to securities research.
• Ensure that research reports are based on thorough analysis and research, with a sound and documented rationale for each recommendation.
• Not provide research reports based on rumours, hearsay, or unverified information.
• Maintain the NISM Series XV certification and any other qualifications required under the SEBI (Research Analysts) Regulations, 2014.

3. Independence & Objectivity

• All research activities shall be conducted independently and objectively, free from undue pressure or influence.
• The Research Analyst shall not compromise independence for commercial considerations, client relationships, or any other business interest.
• Research reports shall not be influenced by subject companies, third parties, or any person with a financial interest in the outcome of a recommendation.
• Conflicts of interest shall be identified, managed, and disclosed promptly and appropriately in all research reports.

4. Disclosure of Conflicts of Interest

• Disclose any financial interests in securities recommended in research reports, including holdings by the Research Analyst or associates.
• Disclose any compensation received from subject companies, if any, in connection with research services.
• Disclose positions held in securities of subject companies, wherever applicable and as required by SEBI regulations.
• Ensure that all disclosures are clear, prominent, adequate, and not misleading — placed in a position where they are likely to be read and understood by the investor.
• Disclosures shall be updated promptly whenever a material change in the conflict position occurs.

5. Client Interests First

• The interests of investors shall be placed above personal or business interests of the Research Analyst at all times.
• Research recommendations shall be fair, balanced, and unbiased — and shall not be tailored to benefit any particular investor, associate, or third party at the expense of others.
• Research services shall remain compliant with applicable SEBI regulations at all times, without exception.
• Research reports and recommendations shall be made available to all subscribers simultaneously — without selective or prior disclosure to any individual or group.

6. Compliance with Regulations

• Comply with all applicable laws, regulations, SEBI circulars, and guidelines — including the SEBI (Research Analysts) Regulations, 2014 and the SEBI Master Circular dated February 6, 2026.
• Maintain required records and registers as prescribed under SEBI regulations for the period specified.
• Submit timely reports, disclosures, and regulatory filings — including the monthly complaints data required to be published by the 7th of every succeeding month.
• Co-operate fully with SEBI, stock exchanges, RAASB, and any other regulatory body in the course of inspections, investigations, or regulatory reviews.
• Ensure that all advertisements and promotional communications comply with the SEBI Advertisement Code for Research Analysts, including mandatory risk warnings and registration disclosures.

7. Prohibition on Insider Trading & Front Running

The Research Analyst shall not engage in or facilitate insider trading, front running, or misuse of unpublished price-sensitive information. All research activities shall be based only on publicly available information.

Insider Dealing

No employee or associated person in possession of unpublished price-sensitive information shall:

• Trade in securities relating to such unpublished price-sensitive information;
• Publish research reports relating to such securities while in possession of that information;
• Communicate such information to unauthorised persons; or
• Provide recommendations based on unpublished price-sensitive information.

Front Running

Front running is strictly prohibited. It may arise through:

• Misuse of advance knowledge of pending client orders; or
• Misuse of unpublished research recommendations or reports prior to their publication or dissemination to clients.

8. Fair Dealing

The Research Analyst shall deal fairly with all investors and shall not discriminate between investors in providing access to research reports, recommendations, or services.

• Research reports shall be published and made available to all subscribers at the same time — no investor shall receive a recommendation before it is made available to all others.
• The Research Analyst shall not selectively disclose research recommendations, price targets, or material non-public opinions to any investor, group of investors, or associate.
• All investors shall be treated with equal dignity and respect, regardless of the value of their subscription or the size of their portfolio.

9. Prohibition on Churning

The Research Analyst shall not issue research reports or recommendations with the intention of inducing excessive trading activity that is not in the best interest of investors.

• Research recommendations shall be based on genuine analysis and a reasonable expectation of benefit to the investor — not on a desire to generate commission, trading volume, or any other ancillary benefit.
• The frequency of research recommendations shall reflect the genuine assessment of market conditions and shall not be artificially inflated.

10. Record Maintenance

The Research Analyst shall maintain proper records for the period prescribed under applicable SEBI regulations, including:

• Research reports and the rationale supporting each recommendation;
• Client agreements, KYC records, and communications — including interactions with prospective clients prior to onboarding where any conversation related to research services took place;
• Complaints received, the status of each complaint, and the resolution provided;
• Compliance and disclosure documents, including this Code of Conduct, the Disclosure Document, and the Internal Policy.

11. Prohibition on Assured Returns

The Research Analyst shall not make any promise, assurance, or guarantee of returns or profits from investments based on research reports. All research services are provided on a best-effort basis.

• No communication — whether verbal, written, or digital — shall contain any express or implied promise of guaranteed or assured returns.
• Past performance of any research recommendation shall not be represented as an indication or guarantee of future results.
• Investors are strongly advised to independently evaluate all research recommendations and make their own investment decisions through their registered broker accounts.

12. Confidentiality

The Research Analyst shall maintain confidentiality of research reports, client information, and internal communications until disclosure is legally required or such information becomes public.

• Research reports shall not be disclosed to any person prior to their publication and simultaneous distribution to all subscribers.
• Client information — including identity, contact details, and financial information — shall be kept strictly confidential and protected by reasonable security measures.
• Confidential information shall not be disclosed to third parties except where required by law, a regulatory obligation, or where the client has provided specific written consent.
• Clients are advised not to share login credentials, demat account details, or trading account passwords with the Research Analyst or any associated person.

13. Professional Standards

The Research Analyst and all associated persons engaged in research activities shall maintain high professional and ethical standards while preparing research reports and making investment recommendations.

• Research shall be prepared with intellectual honesty — acknowledging uncertainty, limitations of analysis, and the inherent risks of securities markets.
• Recommendations shall reflect the genuine view of the Research Analyst based on available information and analysis — not on external pressure, commercial incentives, or investor sentiment.
• The Research Analyst shall not plagiarise or reproduce the research of others without proper attribution and authorisation.
• All interactions with investors, regulators, and other market participants shall reflect the professional standards expected of a SEBI Registered Research Analyst.

14. Responsibility of Senior Management

Senior management — in the case of We Capitalize, the Research Analyst (Gowtham Kumaresh) as the sole proprietor and SEBI Registered Individual Research Analyst — bears primary responsibility for:

• Ensuring adherence to this Code of Conduct across all research activities and associated persons;
• Implementing proper compliance systems and ethical business practices consistent with SEBI regulations;
• Reviewing and updating this Code of Conduct in response to regulatory changes or material developments in research operations;
• Ensuring that all complaints are received, investigated, and resolved within the timelines prescribed by SEBI;
• Ensuring that this Code of Conduct and all associated regulatory documents are published on the website and made accessible to all investors and prospective investors.

15. Review & Updates

This policy may be reviewed and updated from time to time in accordance with amendments to SEBI regulations and other applicable laws.

• Reviews are triggered by material amendments to SEBI regulations, new master circulars, or significant changes in the scope of research activities.
• The currently governing circular is the SEBI Master Circular for Research Analysts dated February 6, 2026 (Ref: HO/38/12/11(1)2026-MIRSD-POD/I/4360/2026), which superseded the May 21, 2024 Master Circular.
• Any material update to this Code will be reflected in the "Last Updated" date shown on this page.