Code of Conduct

1. Introduction

The purpose of this Code of Conduct (hereinafter referred to as \”Code\” or \”Code of Conduct\”) is to conduct the business of the Company in accordance with the applicable laws, rules, and regulations and with the highest standard of ethics and values. The matters covered in this Code are of utmost importance to the Company, shareholders and other stakeholders. This Code shall come into force with immediate effect.

Each and every Director and Officer shall be duty-bound to follow the provisions of this Code in letter and spirit. Any instance of non-compliance of any of the provisions shall be a breach of ethical conduct and shall be viewed seriously by the Company.

This model code of conduct for Directors and Senior Management personnel is a guide to help Directors on the Board and Senior Management team of the company to live up to the company’s ethical standards.

2. Applicability

This Code of Conduct applies to the following:

1. All Members of the Board of Directors of the Company (hereinafter referred to as the \”Directors\”)
2. Following Personnel / Senior Management Personnel of the Company:
   • Chief Executive Officer
   • Company Secretary / Compliance Officer
   • Head of Finance function (by whatever designation called)
   • All Departmental/Functional heads of different functions of the Company
   • All members of management one level below the executive directors

3. Purpose

The prime purpose of the Code of Conduct is to create an environment where all the Directors and Officers of the Company maintain an ethical standard and compliance to the ethical standards that are laid down. This code of conduct will act as guideline to all to:

• Promote honest and ethical conduct
• Maintain a corporate climate in which the integrity and dignity of each individual is valued and promoted
• Assure compliance with laws, rules and regulations that govern the Company’s business activities
• Assure the proper use of the Company’s assets

4. Guidelines

• Comply with all applicable laws, rules, regulations, confidentiality obligations and other corporate policies of the Company
• Follow all policies, procedures and internal control systems of the Company
• Act honestly, in good faith and in the best interest of the Company

5. Honesty and Integrity

We expect all the Directors and Officers to act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct, while working at the Company’s premises, at offsite locations, at Company-sponsored business and social events, and at any other place where the Director and Officer represent the Company.

6. Conflict of Interest

The Directors and senior management personnel are expected to avoid and disclose any activity or association that creates or appears to create a conflict between the personal interests and the Company’s business interests.

(a) Related Parties

As a general rule, Director and Officer before conducting Company business with a relative and/or with a business in which a relative is associated in any significant role, must disclose their interest before the Board of Directors.

(b) Outside Employment

Executive Directors and Senior Management personnel shall not work for or receive payments for services from any clients, syndicates, associates, advisors, competitors of the Company without approval of the Board.

(c) Board Memberships

Acceptance of directorship on the board of other companies which compete with the Company amounts to conflict of interest.

(d) Gifts

The Directors and Senior Management personnel shall not accept lavish gifts or gratuities or any offer, payment, promise to pay, or authorization to pay any money, or anything of value that could be interpreted to adversely affect business decisions.

(e) Investments

Directors and Senior Management personnel may not allow their investments to influence, or appear to influence, their independent judgment on behalf of the Company.

(f) Diversion of Business

Directors and Senior Management personnel shall not divert business opportunities of the Company by exploiting for their own personal gain.

7. Insider Trading

Directors and Officers should observe all applicable laws and regulations including the Company policies and Codes as applicable to them with respect to the purchase and sale of the Company’s securities.

Price Sensitive information shall include (but not limited to):

• Acquisition and divestiture of businesses or business units
• Financial Information such as profits, earnings and dividends
• Announcement of new projects or developments
• Asset revaluations
• Investment decisions/plans including raising finances
• Restructuring plans
• Major MOUs and JV Agreements

8. Confidential Information

The Directors and Senior Management Personnel should maintain confidentiality of information entrusted to them in carrying out their duties and responsibilities. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of any Director.

9. Fair Dealing

The Directors and Senior Management Personnel should endeavor to deal fairly and not seek to take unfair advantage of the Company through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

10. Legal Compliance

The Directors and Senior Management personnel shall acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to perform their obligations diligently.

11. Duties of Directors

Every Director of the Company shall endeavour to comply with the provisions of Section 166 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, relating to the duties of directors.

12. Disclosures

Company’s policy is to provide full, fair, accurate, timely and understandable disclosure in reports and documents that Company files with, or submits to, the stock exchange, SEBI and/or any other government agency and in all other public communications made by the Company.

13. Accounting and Reporting

All the Directors and Officers of the Company are expected to follow the Company’s Accounting Policies. All accounting records should accurately reflect and describe corporate transactions.

14. Non-Compliance

Suspected violations of this Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations shall be appropriately investigated.

15. Amendment to the Code

We are committed to continuously reviewing and updating our policies and procedures. This Code is subject to modification. Any amendment or waiver of any provision of this Code shall be approved in writing by the Company’s Board of Directors.

16. Affirmation to the Code

Every member of the board of directors and senior management personnel shall provide in writing affirmation on annual basis affirming compliance with the provisions of this Code within 7 days of closure of every financial year.