This code of Conduct for the members of the Board and Senior Management of the Company helps to maintain the standards of business conduct for Birla Power Solutions Limited and ensures compliance with legal requirements, particularly the requirements under clause 49 of the Listing Agreement with stock exchange (s).

The purpose of the code is to deter wrongdoing and promote ethical conduct. The matters covered in this code are utmost importance to the Company, our shareholders and our business partners

The code of conduct and ethics may be laid down in brief. The members are advised to read and understand carefully the code of conduct of the Company so as to understand and act in accordance with highest standards of personnel and professional integrity, honesty and ethical conducts.

I. Principle of Professional & Personal Integrity:

Act with honesty and integrity, avoiding actual or apparent Conflicts of interest in personal and professional relationships.

Confidential information acquired in the course of one’s work will not be used for personal advantage.

Achieve responsible use of and control over all assets and resources employed or entrusted.

II. Principle of Propriety & Relevance of Information:

Provide all stakeholders with information that is accurate, complete, objective, relevant, timely and understandable.

Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose.

III. Principle of Compliance:

Comply with rules and regulations of all Public Authorities in all the geographies in which Birla Power Solutions Limited operates.

IV. Principle of Role models of Highest Standards of Corporate Governance:

Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.

Share knowledge and maintain skills important and relevant to stakeholders’ needs.

Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.

A. General Standards of Conduct.

The Company expects all employees, agents and contractors to exercise good judgment to ensure the safety and welfare of employees, agents and contractors and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization.

B. Financial Reporting and records

The Company shall prepare and maintain its accounts fairly and accurately in accordance with prescribed accounting standards which represent the generally accepted guidelines, principles, laws and regulations of the Country in which the Company conducts its business affairs. There shall be no willful omissions of any Company transactions from the books and records, no advance income recognition and no hidden bank account and funds. Internal control and audit procedures shall fairly and accurately reflect all of the Company’s business transactions and disposition of assets.

Any willful material misrepresentation of and/or misinformation on the financial accounts and reports shall be regarded as a violation of this code, apart from inviting appropriate civil or criminal action under the relevant laws.

C. Security Transaction & Confidential Information

The Board members and the senior management team and their families,viz: dependent spouse and dependent children, shall not derive any benefit from the access to and possession of information about the affairs of the company which is not in public domain and thus constitute insider information. Insider information shall include beneficial information such as profits, dividends, bonus/rights issues, investment/disinvestments decisions /plans, major contracts, buy back scheme, introduction of new products, acquisition/disposal of business/units etc.

D. Competition

The Board as well as senior management team shall ensure that the company’s products and services are made available to the customers freely and shall not make any misleading statement about the competitors products and services or indulge in any unfair trade practices.

E. Policy on Conflict of Interest

The term conflict of interest pertains to situations in which financial or personal considerations may compromise, or have the appearance of Compromising our judgment of professional activities. A conflict of interest exists where the interest or benefits of one person or entity conflict with the interests or benefits of the Company. Examples of Conflicts of Interest include:

i) Employment/Outside Employment.

In consideration of your employment with the Company, you are expected to devote your full attention to the business interests of the Company.

ii) Outside directorships.

It is a conflict of interest to disclose the material information about the company to any competing company in which he is also a director.

iii) Business Interests.

If you are considering an investment in a Company, customer, supplier, developer or competitor, you must first take great care to ensure that these investments do not compromise your responsibilities to the Company.

iv) Related parties

As a general rule, you should avoid conducting Company business with a relative or significant other, or with a business which a relative or significant other is associated in any significant role. To know the meaning of Relatives refer Section.6 read with Schedule I of the Companies Act,1956.

F. Ethical Conduct

Ever employee of the Company including Directors, shall deal on behalf of the Company with professionalism, honesty and integrity as well as high moral and ethical standards. Such conduct shall be fair and transparent.

G. Integrity of Data

Every employee of the Company shall ensure, at all times, the integrity of data or information furnished by him or her to the Company.

H. Protecting Company Assets

The assets of the Company should not be misused but employed for the purpose of conducting the business for which they are authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary information, relationships with customers and suppliers etc.

I. Citizenship

An employee of the Company shall in his or her private life is free to pursue an active role in civic affairs as long as it does not adversely affect the business or interests of the Company.

J. Separation

Employees will retire from the services of the Company on completion of 58 years of age and will retire on the last day of the month in which he attains the age of retirement. This is not applicable for Independent Directors on the Board. Employees leaving the company other than on normal retirement are required to serve a notice to the Company as per the letter of appointment or contract of employment as the case may be.

K. Regulatory Compliance.

Every employee of the Company shall in his or her business conduct, comply with all applicable laws and regulations, both in letter and spirit, in all the territories in which he or she operates. It is the policy of the Company to comply with all applicable laws and regulations. The policy prohibits all illegal payments or donation to any agencies.

L. Intellectual Property

Intellectual Property Rights (IPR) broadly covers patented or potentially patentable inventions, trademarks, service marks, trade names, copyrightable subject matter, and trade secrets. Directors / Senior Management shall make their best efforts to protect all such Intellectual Properties related to the Company, as it is critical to the Company’s overall success. It is advisable to highlight and consult the Compliance Officer for determining the appropriate course of action whenever there is lack of clarity and issue of any kind related to IPR.

M. Corporate Opportunities

N. Shareholders

The Company shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders’ rights. The Board of Directors of the Company shall duly and fairly inform its shareholders about all relevant aspects of the company’s business and disclosure such information in accordance with the respective regulations and agreements. Every employee shall be responsible for the implementation of and compliance with this code in his professional environment. Failure to adhere to the code could attract the most severe consequences, including termination of employment.

A. Customer Relationships

The Company and its employees have provided services for several years and have built up significant goodwill over that time in the domestic and international market.

This goodwill is one of the most important assets of the Company and therefore the employees, agents and contractors, while representing the Company, must act to preserve and enhance our reputation and goodwill.

B. Gifts and Donations

Under no circumstances may employees, agents or contractors accept any offer, payment, promise to pay or authorization to pay any money, gift or anything of value from customers, vendors, consultants etc. that is perceived as intended, directly or indirectly to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud. However, the Company and its employees may accept and offer nominal gifts, which are customarily given and are of a commemorative nature, for special events.

C. Political Non-Alignment.

The Company shall be committed to and support the functioning of a democratic constitution and system with a transparent and fair electoral system in India. The
Company shall not support, directly or indirectly, any specific political party or candidate for political office.

The Company shall not offer or give any Company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign.

D. Quality of products.

The Company shall be committed to supply its products of the highest quality standards and the standards should at least meet the required national standards. The Company should endeavor to achieve international standards.

E. Equal opportunity, employment policy and policy prohibiting Discrimination and Harassment.

The company’s greatest assets are its employees. The Company is committed to attracting, retaining and developing the best work force possible in today’s market. The Company endeavors to offer equality of opportunity to all employees and not to engage in or support discrimination in hiring, compensation, access to training, promotion, termination or retirement based on ethnic and national origin, race, caste, religion, disability, sex or political orientation. Employees of the Company shall be treated with dignity and in accordance with the Company’s policy to maintain a work environment free of sexual harassment, whether physical, verbal or psychological. The policies and Procedures shall be administered in a manner that ensures that in all matters equal opportunity is provided to those eligible and decisions are merit based. The Company is also committed to have a work place that is free from illegal use of drugs and alcohol.

F. Media Policy

The Company honours the information requirements of the public and its stakeholders. In all its public appearance with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees and shareholders, the Company shall be represented by the director of the Company and officer authorized by Board of Directors. All statements to the media shall be true and fair and should have the legal clearance. Disclosure of forward-looking statements should be combined with cautionary statements. Do not disclose non public information selectively to a particular group.

H. Insider Trading

The Board members and senior management team shall inform their equity holding in the company and any changes that may take place and shall not indulge in the trading of the securities of the company which would come within the purview of the company’s Insider Trading Regulations. In case of any agreement or contract which is or shall be entered into by and between two corporate entities, in which a Director is interested, the Director shall forthwith draw the attention of the Board about the fact and shall not participate in the deliberations nor vote on the resolution relating to the same.

I. Code of Conduct for non-executive directors

Non-executive directors of a company will always act in the interest of the company and ensure that any other business or personal association which they may have, does not involve any conflict of interest with the operations of the company and his role therein.

Non-executive directors will comply with all applicable laws and regulations of all the relevant regulatory and other authorities as may be applicable to such directors in their individual capacities.

Non-executive directors will safeguard the confidentiality of all information received by them by virtue of their position.

J. Reporting Concerns

Every employee of the Company shall promptly report to the management any actual or possible violation of this code or an event he or she becomes aware of that could affect the business or reputation of the Company.

K. Compensation and Disclosures

The fees and compensation payable to the Board Members (both executive and non executive) shall be fixed in accordance with the approvals as per the applicable provisions of law and the same shall be fully disclosed in the Annual Report to the Members.

K. Adoption and Commencement

This code of conduct shall come into force with effect from 05th May,2006

L. Amendment, Modification & Waivers

This Code may be amended, modified, or waived by the Board in consultation with the Corporate Governance Committee, subject to appropriate applicable provisions of law, rules, regulations and guidelines.

As a general policy, the Board will not grant waivers to the Code. However, in extraordinary situations and for reasons to be recorded in writing, the Board may grant exemption from any one or more of the provisions of this Code.

M. Annual Certification

Every Director and Member of Senior Management of the Company will be required to certify compliance with the Code within 15 days of the close of the financial year of the Company.