Code of Conduct

BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

INTRODUCTION

This Code of Ethic (“Code”) shall be called “The Code of Conduct for Board Members and Senior Management Personnel” of Kaushal Investments Limited (“the Company”).

The purpose of the ‘Code’ is to reflect business practices and principles of behavior of the Board Members and Senior Management Personnel in affirming their commitment to Good Governance in line with the Company’s Philosophy on Corporate Governance.

This ‘Code’ has been framed specifically in compliance with the provisions of Clause 49 of the Listing Agreement with Stock Exchanges. However, the Functional Directors and Senior Management Personnel will continue to be governed by the Company’s Discipline Rules which govern the conduct of all employees of the Company.

DEFINITIONS & INTERPRETATIONS:

In this Code, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them as under:

APPLICABILITY:

This ‘Code’ shall be applicable to the following persons:

KEY REQUIREMENTS

The Board Members and Senior Management Personnel shall function within the authority conferred upon them by the Company, keeping the best interest of the Company in view and they ‐

COMPLIANCES

The Board Members and Senior Management Personnel shall comply with all applicable laws, rules and regulations.

CONFIDENTIALITY OF INFORMATION

Any information concerning the Company’s business, its customers, suppliers, etc, and to which the Board Members and Senior Management Personnel have access or possesses such information, must be considered confidential and held in confidence. No Board Members or Senior Management Personnel shall provide any information either formally or informally, to the press or any other public media, except as required in the performance of the regular corporate duties. However, Board Members or Senior Management Personnel shall be free to disclose such information which is

PROTECTION OF ASSETS

The Board Members and Senior Management Personnel shall protect the Company’s assets including physical assets, information and intellectual rights and shall not use the same for personal gain.

ENFORCEMENT OF ‘CODE’

Each Board Member and Senior Management Personnel shall be accountable for full compliance of this Code.

AMENDMENTS TO THE CODE

The provisions of this Code can be amended/ modified by the Board of Directors of the Company from time to time and all such amendments/modifications shall take effect from such date as the Board may decide. The Board may delegate the authority to make amendment to the Code to the Chairman & Managing Director or any other Director as Board may deem fit.

PLACEMENT OF THE CODE ON WEBSITE

Pursuant to Clause 49 of the Listing Agreement, this ‘Code’ and any amendments thereto shall be posted on the website of the Company.

ANNUAL COMPLIANCE REPORTING

It terms of Clause 49 of the Listing Agreement, all Board Members and Senior Management Personnel shall affirm compliance of this Code within 30 days of close of every financial year, The Annual Compliance Report shall be forwarded to the Compliance Officer.

CONSEQUENCES OF NON‐ COMPLIANCE OF THIS CODE