Statutory Information

Code of conduct for board of members and senior management personnel

The Code of Conduct (‘the Code’) has been adopted by IST Limited (‘the Company’) to comply with the requirements of Clause 49 of the Listing Agreement executed by the Company with the Stock Exchanges, where the securities of the Company are listed.

The objective of the Code is to conduct business of the Company in accordance with the applicable laws, regulations, and rules and with the highest standard of ethics and values and follow the practice of Good Corporate Governance.

The Code shall come in to force with immediate effect. The Board Members and Senior Management Personnel, as defined herein below, shall follow the provisions of the Code and uphold the principles and standards enshrined therein in letter and spirit.

A. Applicability

1. All Members of Board of Directors of the Company; (‘the Directors’).

2. Senior Management Personnel” shall mean personnel of the Company who are members of its core management team excluding Board of Directors. This would comprise of all members of management one level below the Managing Director, including all Functional / Divisional Heads

B. The Code

1. Conflict of Interest: The Directors and Senior Management Personnel should be scrupulous in avoiding any conflicts of interest with the Company, the guiding principle being that in case any event, activity or situation involving conflict or potential conflict of interest arises, this must be disclosed to Board for information and appropriate action

2. Honest and Ethical Conduct: The Directors and Senior Management Personnel shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct and use their powers of office, in good faith and in the best interest of the Company.

3. Corporate Opportunities: The Directors and Senior Management Personnel owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises and are expressly prohibited from improper use of information / property or taking improper advantage of their position.

4. Confidentiality: The Directors and Senior Management Personnel shall maintain the confidentiality of information received from the Company or that from any customer, supplier or business associate of the Company to which the Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. The Confidential information includes all nonpublic information (including private, proprietary and other) that might be of use of competitors, disclosure of which might be harmful to the Company or its Associates. The use of confidential information for his / her own advantage or profit or monetary gain, directly or indirectly is also prohibited.

5. Protection and Proper Use of the Company’s Assets: The Directors and Senior Management Personnel should protect the Company’s assets and property. The Company’s assets should be used only for legitimate business purposes. Nothing should be done directly or indirectly to harm or diminish the value of the assets and properties of the Company.

6. Compliance with Laws, Rules and Regulations: The Directors and Senior Management Personnel shall endeavor to ensure compliance with all applicable laws, rules and regulations applicable to the Company. Transactions, directly or indirectly, involving securities of the Company should not be undertaken without complying with Code of Conduct for Prohibition of Insider Trading.

C. Amendment or Modification

Any amendment or modification of the Code would be approved by the Company’s Board of Directors.

D. Compliance With Code of Conduct

Each Director and Senior Management Personnel shall adhere to the Code of conduct and affirm compliance with the code on an annual basis as per the requirements of Clause 49 of the Listing agreement with the Stock Exchanges. Violation of the Code will lead to appropriate action.