Redington (India)Limited

Code of Business Conduct and Ethics

Preamble

The Board of Directors has decided to codify the existing best practices in the Company including value system, business integrity, probity and honesty and this has resulted in formulating the code of business conduct and ethics. The objective of this code is to ensure strict adherence to company's best practices and consistently improve upon them.

Applicability:

This code of conduct shall apply to all "covered employees" and the Board Reserves the right to enlarge the scope and contents as well as the applicability Thereof to other levels of employees.

"Covered Employee" include all members of the Board of Directors viz.Chairman, Managing and whole-time Directors, non-Whole-time Independent Diretors, Alternate Directors, Company Secretary and other Officers referred to in the Companies Act, 1956 including President , Chief Finance Officer, Chief Information Officer, Vice-Presidents, General Managers, Group Business Managers, Functional Heads, Human Relations Managers, Senior Manager and such other persons occupying similar positions of responsibility.

Code of Conduct:

• Covered Employees shall ensure that the company's assets, properties and services are properly safeguarded and put to use for official purposes only and no part of the assets are used for private purposes.
• Covered Employee shall demonstrate trust and honesty. The shall act in accordance with the highest standards of personal and professional integrity and ethical conduct on all occasions while representing the company.
• They shall not receive directly or indirectly any benefit from the company's business associates, which is intended or can be perceived as being given to gain favour for dealing with the company.
• They shall ensure at all times the security of all confidential records / information made available to them in the course of their duties. They shall not exploit for their own personal gain, opportunities that are discovered through the use of corporate proprietary, information or position unless the opportunity is disclosed fully in writing to the Company's Board of Directors and consent obtained from the Board which shall ensure that such consent is not given which is prejudicial to the interest of the company.
• No directors or senior manager, other than the designated spokespersons shall interact with any member of press and media in matters concerning the company. In such cases, they should direct the request to the designated spokespersons.
• The Covered Employees shall not engage in any material business relationship or activity, which conflicts with their duties and the Company's interest
• They shall not, without the prior approval of the managing director of the company, accept any assignment with any competing organization for remuneration or any benefit. This restriction shall equally apply to the spouses of the covered employees.
• The covered employees shall disclose information about their relatives (Spouse, children and parents) employed in the company or with its competitors.
• The covered employees shall follow all prescribed safety and environment-related norms.
• The covered employees shall adhere to the existing local, state, national and international laws.
• This Code, is in addition to the standing orders, contract / terms of employment and not in substitution thereof.
• All covered employees shall affirm compliance with this code on an annual basis as at the end of each financial year.
• They should sign the attached acknowledgement form and return it to the Company Secretary indicating that they have received, read and understood, and agree to comply with the Code.