Preamble

Regulation 17(5) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) stipulates that the Board of Directors of every listed company shall lay down a code of conduct for all Board Members and Senior Management personnel of the Company.

The term “Senior Management” shall include all Functional Heads, Unit Heads, Company Secretary, and Chief Financial Officer.

This Code of Conduct provides Directors and Senior Management with general guidance on the standards of conduct expected from them, including guidelines on conflict of interest. It complements other policies/procedures of the Company.

All Board Members and Senior Management must:

  • Exercise the care, diligence, and skill of a reasonably prudent person.

  • Ensure and enhance the reputation of the Company.

  • Strive for growth, stability, and service to consumers, stakeholders, and society.

  • Act professionally, courteously, and respectfully.

  • Share all relevant information to ensure sound operations.

Duties of Directors Including Independent Directors

Directors, including Independent Directors, shall adhere to duties as defined under:

  • The Companies Act, 2013

  • SEBI (LODR) Regulations, 2015

  • Any other roles as determined by the Board

Compliance with Laws

Directors and Senior Management shall:

  • Comply with applicable laws of all jurisdictions where the Company operates.

  • Consult legal counsel for legal clarifications.

  • Never engage in or condone illegal acts.

  • Avoid creation or destruction of records unless legally permissible.

Conflict of Interest

  • Actual Conflict: When private interest directly interferes with official duty.

  • Apparent Conflict: When it appears that judgment is compromised due to personal interest.

All such conflicts must be disclosed to the Board. Directors must avoid actions that may compromise the Company’s interest.

Outside Business Interests

Directors/Senior Management must:

  • Declare outside business interests upon engagement.

  • Avoid situations that could result in a conflict of interest.

  • Always act in the best interest of the Company.

Confidential Information

  • Maintain strict confidentiality of company records.

  • Do not misuse confidential data for personal interest.

  • Adhere to policies regarding electronic data storage and communication.

  • Media communication must align with approved company policy.

Investment in Company Shares

All must comply with SEBI’s Insider Trading Regulations and Company policies regarding share trading.

Outside Employment

Directors/Senior Management must not:

  • Accept employment with competitors.

  • Engage in activities prejudicial to the Company’s interest.

Entertainment, Gifts & Benefits

  • Do not accept or offer gifts or benefits that could influence decisions.

  • Only normal business courtesies are acceptable.

  • Ensure fairness in business dealings.

Professional Development

Encourage and support the skill development of Company employees.

Environment and Safety

  • Comply with environmental laws and safety standards.

  • Ensure a safe, healthy, and harassment-free workplace.

  • Take moral and legal responsibility for safety and environment.

Patents and Discoveries

Innovations developed within the scope of employment belong to the Company, including:

  • Software

  • Inventions

  • Technical processes

  • Research methods

Maintain confidentiality and do not use for personal gain.

Use of Company’s Property

  • Do not misuse Company resources.

  • Maintain and account for assigned property.

  • Follow proper guidelines before disposing of any Company asset.

Responsibility

The Company aims to maintain high ethical standards. Adherence to this Code is mandatory for all Directors and Senior Management.

Where to Seek Clarification

For any clarification regarding this Code, contact the Company Secretary.