This Code of Conduct (hereinafter referred to as the “Code”) of Indian Hume Pipe Company Limited (the “Company”) is applicable to all its Non-Executive Directors (hereinafter referred to as “NEDs”). It is intended to serve as guiding principles for the NEDs.

The NEDs shall affirm compliance with this code on an annual basis as at the end of each each financial year.

Within the bounds of fiduciary authority conferred upon them, NEDs are expected to make and enact informed decisions and policies in the best interests of the Company and its stakeholders, and in doing so, are encouraged to raise questions about particular circumstances that may involve one or more of the provisions of this Code, or any other issue of ethical risk, to the attention of the Company Compliance Officer.

In performing their Board and the Board Committee functions, the NEDs shall adhere to certain principles as enumerated below :

The NEDs shall endeavour to attend and actively participate in the meetings of the Board and of the Board Committee(s) of which they are members.

The NEDs shall not participate in the discussion of any subject matter in which any conflict of interest exists or arises, whether pecuniary or otherwise, and such cases the same shall be disclosed and recorded in the minutes of the meeting.

The NEDs shall endeavour that the Company abides by all the provisions of the relevant legislations as applicable to it from time to time.

The NEDs shall act in good faith, with due care, and with competence and diligence, to not misrepresent material facts or allow their independent judgement to be subordinated.

The NEDs shall submit the necessary disclosures of interest/statement of holdings/dealings in securities as required under the law.

Unless otherwise required by law, the NEDs shall maintain confidentiality and shall not divulge/disclose any information obtained in the discharge of their duties and that no such information shall be used by them for their personal gains.

The NEDs shall maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in the discharge of their duties in order to inspire stakeholders confidence. The NEDs shall perform their duties in an independent and objective manner and avoid activities that may impair, or may appear to impair their independence or objectivity.

The NEDs shall not associate with the Company’s competitor in a manner prejudicial to the interest of the Company.

The NEDs shall protect the Company’s interest and shall not utilise their position to the detriment of the Company’s interest.

The NEDs shall not engage in any act involving moral turpitude, dishonesty, fraud, deceit, or misrepresentation or any other act prejudicial to the Company.

For the purpose of the Code, the Company has appointed the Company Secretary as the Compliance Officer, who shall be available to the NEDs to answer their queries and help them comply with the Code.

The Code shall be reviewed as and when deemed fit by the Board and necessary amendments may be made thereto. Any such amendment shall be notified to all NEDs by the Compliance Officer.

(Rajas R. Doshi)

Chairman & Managing Director

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