Balmer Lawrie & Co.

Ltd

Code of Conduct

Persons covered under this Code are expected to comply with the following:

1. Be honest and trustworthy & practice integrity

Uphold highest level of personal and professional integrity, honesty and ethical conduct. The underlying
values, principles and norms for such ethical conduct include, among others, professionalism, fairness,
accountability, credibility, diligence, respect for others, a sense of responsibility to the job, loyalty to the
Company, primacy of Company’s interests over personal interests, respect for the law, staying above the
temptation to utilize official position or knowledge for personal gain and a strong personal sense of right
and wrong.

2. Be fair and take action not to discriminate inter alia in the discharge of workplace responsibility

Uphold the values of equality, tolerance, respect for others and the principles of equity & justice. In
addition to adhering to the basic values and principles underlying ethical behaviour, Designated
Personnel should also strive to abide by the principles of respect for all persons including those
junior/subordinate to them or who are less advantaged; respect for individual dignity and rights.
Discrimination, on the basis of race, gender, ethnicity, religion, caste, age, disability, national origins or
other such factors, is an explicit violation of this Code.

3. Conflict of interest

Every Board Member and Designated Personnel must act in the best interest of the Company and
ensure that any business or personal association which he/she may have, does not involve a conflict of
interest with the operations of the Company and his/her role therein. All actions, which may lead to a
conflict of interest, shall be reported to the Board and the advice of the Board sought. Actions arising
out of such reporting shall be as mandated by the Board.

4. Compliance with Laws

All Designated Personnel shall comply with all the applicable provisions of existing local, state, national
and international laws. They should also follow and obey the policies, procedures, rules and regulations
relating to business of the Company. They should discharge their duties in this regard in a truthful,
accurate, diligent and timely manner.

5. Honour Confidentiality

The confidentiality of information pertaining to other entities with which the Company has business
dealings should also be equally respected and protected. In situations where the performance of a
specific job inherently requires sharing of information, including that of otherwise confidential nature or
where certain information needs to be provided under the law, regulations or in the course of any
official enquiry/query or on account of operational reasons or in similar situations, appropriate
authorization should be obtained.
6. Protect assets of the Company

All Designated Personnel shall ensure that all the assets of the Company, tangible (such as machinery,
equipment, systems, facilities, computers, vehicles, materials etc.) as also intangible (such as
information and communications systems and technology, proprietary information, relationships, brand
equity and intellectual property etc.), must be used in the interest of the Company for the conduct of
business and the purpose for which they have been provided and to prevent any misuse or
misappropriation for personal or unauthorized use.

7. Prevention of Insider Trading

Board Members and Designated Personnel shall comply with the Code of Internal Procedures and
Conduct for prevention of Insider Trading in dealing with Securities of the Company and the provisions
of law relating thereto. No such person should use or share such information for making or giving advice
on making investment decisions about the securities of the Company or of such entities with which it
does business.

8. Use of Official position for personal gains

The Designated Personnel shall not use his official position in the Company to obtain any support for
activities in which he/she may be involved in a personal capacity, including those of a non-commercial
nature, e.g. cultural, literary, charity etc. from anyone with whom the Company has business dealings;
nor should he/she use the official position, time or resources to pursue such activities, even if these may
be desirable activities per se. The Designated Personnel should not seek or accept, directly or indirectly,
any gift, donation or comparable benefits from anyone having business dealings with the Company,
except as prescribed under the policy or rules of the Company.

9. Outside Directorship or Employment

No Designated Personnel shall accept any directorship or any employment, assignment or position of
responsibility, including consultancy or freelance work, irrespective of whether it is with or without
remuneration, in any Company or organization without specific approval.

10. Strive to achieve the highest quality, effectiveness and dignity in both the processes and products
of professional work:

All Designated Personnel should strive to achieve the highest quality, effectiveness and dignity in their
professional work. They are, therefore, expected to participate in setting standards for appropriate
levels of competence and strive to achieve those standards. Aiming at excellence has to be an important
obligation of a Designated Personnel.

11. Manage Personnel and resources to enhance the quality of working life:

Board Members and Designated Personnel would be responsible for ensuring human dignity of all
Personnel, would encourage and support the professional development of the Personnel of the
Company by providing them all necessary assistance and cooperation, thus enhancing the quality of
working.

12. Observe Corporate Discipline:

The flow of communication within the Company is not rigid and people are free to express themselves
at all levels. Though there is a free exchange of opinions in the process of arriving at a decision, but after
the debate is over and a policy consensus has been established, all Designated Personnel are expected
to adhere to and abide by it, even when in certain instances one may not agree with it individually. In
some cases policies act as a guide to action, in others they are designed to put a constraint on action. All
Designated Personnel must learn to recognize the difference and appreciate why they need to observe
them.

13. Conduct in a manner that reflects credit to the Company:

All Designated Personnel are expected to conduct themselves, both on and off duty, in a manner that
reflects credit to the Company. The sum total of their personal attitude and behaviour has a bearing on
the standing of the Company and the way in which it is perceived within the organization and by the
public at large.

14. Accountability to the stakeholders of the Company:

All Designated Personnel are expected to remain accountable to all the stakeholders i.e. the customers,
shareholders, vendors as also the Society, to whom the Company is responsible for its actions.

15. Identify, Mitigate and Manage Business Risks:

It is the responsibility of all Designated Personnel to follow the Risk Management Framework of the
Company to identify the business risks that surround function or area of operation of the Company and
to assist in the Company-wide process of managing such risks, so that Company may achieve its wider
business objectives.

16. Corporate Social Responsibility:

The Company needs to be specially committed to issues that go beyond the financial performance of the
Company, such as those relating to corporate citizenship, health, safety, education, social justice,
climate change and environmental sustainability, to name some. The operations and business conduct
of the Company should, to the extent feasible, benefit the locations and communities in which they
operate and must not be detrimental to them or to the local environment. Designated Personnel are
responsible not just for carrying out the policies of the Company in this context as a part of their duties,
but should also integrate these concerns in their working and contribute pro-actively in ensuring that
the Company operates as a good and responsible corporate citizen.

17. Duty to uphold the Code

All Members of the Board and Designated Personnel of the Company shall uphold and promote the
principles of this Code.

18. Effect of violations of this Code

Adherence of professionals to a Code of ethics is largely and generally a voluntary matter. However, if
any Board Member and Designated Personnel does not follow this Code, the matter would be reviewed
by the Board and its decision shall be final.

19. Continual Updation of this Code

This Code is subject to continuous review and updation in line with any changes in law, changes in
Company’s philosophy, vision, business plans or otherwise as may be deemed necessary by the Board
and all such amendments/modifications shall take effect prospectively from the date stated therein.

20. Specific Additional Provisions for Board Members and Designated Personnel.

(i) As Board Members and Designated Personnel:

They shall undertake to actively participate in the meeting of the Board and/or Committees on which
they serve.

(ii) As Board Members

They undertake to inform the Chairman & Managing Director / Company Secretary of any charges in
their other Board positions, relationship with other business and other events / circumstances /
conditions that may interfere with their ability to perform Board / Board Committee duties or may
impact the judgement of the Board as to whether they meet the independence criteria of Listing
Agreement with Stock Exchanges and the Guidelines of DPE.