CODE OF CONDUCT

Name of the Policy Code of Conduct (“Policy”)

Name of the entity IRB Infrastructure Developers Limited

formulating the policy

Objective This code is intended to serve as a basis for maintaining the

standards of honest and ethical business conduct including the
ethical handling of action or apparent conflicts of interest
between personal and professional relationships, ensuring
confidentiality of corporate information and data of the Group
Entities (defined below) and compliance with applicable laws.

This Code of Business Conduct and Ethics (the “Code”) is a

reference document outlining the standard code of conduct for
IRB Infrastructure Developers Limited (the “Company”) and its
subsidiaries/associate/group entities (together called the
“Group”) and for its directors, officers, employees, Value Chain
Partners or any other third party intermediaries (the
“Associates”).

The Code is for internal compliances and does not create, nor
shall it be construed to create, directly or implicitly, any rights,
duties or obligations of the Company to any person, body or
legal entity.

Effective Date October 21, 2022

Applicability This Policy shall apply to the Group Entities.

GENERAL CODE OF • To carry out their duties in an honest, fair, diligent and
CONDUCT FOR ALL ethical manner, within the scope of the authority conferred
GROUP ENTITIES upon them and in accordance with the applicable laws,
rules, regulations, agreements, guidelines, standards and
internal policies and procedures.

• To ensure use of the Group Entity’s assets, properties,

human resources and other resources for the official
business of the Group Entities.

• Not to receive directly or indirectly any benefit from the

Group Entities’ business associates, which are intended or
can be perceived as being given to gain favour for dealing
with the concerned Group Entity.

• To ensure the security of all confidential information

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 available to them in the course of their duties.

• Not to engage with any member of press and media in any

matter concerning the Group Entity. In such cases, they
should direct such request to the person designated as the
spokesperson of the respective Group Entity.

• Not to engage in any material business relationship or

activity which conflicts with their duties towards the
respective Group Entity.

• Not to engage in, and ensure that it’s Employees do not

engage in, any activity, practice or act which conflicts with
the interests of any Group Entity.

• Without the prior approval of the authorized person of the

respective Group Entity, not to accept employment or a
position of responsibility with any other organization for
remuneration or otherwise.

• To ensure compliance of all applicable laws including anti-

trust laws.

In addition to above code of conduct, the Corporate Code of

Conduct adopted by the Company should be adhered to by all
employees and related/associated parties of Group Entities -
including the Board of Directors, Senior Management of the
Company and its Subsidiaries.

ANTI -DISCRIMINATION The Company prohibits discrimination, harassment or

intimidation of any form, which violates the policies of the
company or is otherwise unlawful. Any kind of discrimination or
harassment based on gender, race, color, creed, caste,
religion, nationality, disability, marital status, pregnancy, sexual
orientation, culture, socio-economic status or any other
characteristic protected under applicable laws is completely
prohibited.

If you or someone else is being subjected to discrimination,

harassment or intimidation of any form you must report such
behavior to relevant email id.

COMPLIANCE OF LAW The Company is committed to comply with all the applicable
laws and regulations. All of the Associates are expected to
uphold the standards laid down in the Code and applicable
laws and regulations.

DRUG AND ALCOHOL Maintaining a healthy & productive work environment is

ABUSE everybody’s responsibility. Misusing controlled substances, or
selling, manufacturing, distributing, possessing, using or being
under the influence of illegal drugs and alcohol at the work
place is absolutely prohibited.

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DRESS CODE Since each of us is a representative of the Company, we must
pay attention to personal grooming and adhere to the
recommended dress code wherever applicable. All Associates
are expected to dress neatly and in a manner consistent with
the nature of work performed.

When visiting or working on site, Associates must adhere to

the dress code maintained at that particular site and follow the
required safety protocols.

PROVIDING The Company works in close connection with the government

TRUE AND and its entities. The business of the Company is largely
ACCURATE affected by the decisions of the government and its agencies.
INFORMATION Therefore, we look forward to maintaining a fair, constructive
relationship with the government.

If you contact any of the government officials for any of the

Company’s business, you must make sure that the information
shared is true, accurate and in the best interest of the
Company.

Also, you are strictly instructed to refrain from indulging in any

corrupt practices. Never offer, promise to offer or accept any
undue favors from anyone in cash or in kind.

COMPETITIVE You should never attempt to obtain a competitor’s confidential

INFORMATION information by improper means, & you should especially never
contact a competitor regarding their confidential information.

ENGAGING WITH Our Value Chain Partners must be confident that they will be
VALUE CHAIN treated lawfully and in an ethical manner. At the same time, we
PARTNERS encourage them to comply with the policies adopted by IRB.
While engaging with our suppliers we recognize that we need to
manage our expenditure on procurement with social, ethical
and environmental perspectives in mind by ensuring that our
suppliers meet our standards of responsible behavior.
Wherever any serious ethical issues are identified, the Partner
will be excluded from doing business with us. Our procurement
process will ensure that we take all possible steps to ensure our
Partners do not unnecessarily impact the environment in the
way they produce, consume and dispose materials. For details
please refer Third Party Policy adopted by IRB.

FREE AND FAIR The Company is committed to free & fair competition in the
COMPETITION marketplace. Associates should avoid actions that would be
(COMPETITION/ contrary to laws governing competitive practices in the
ANTI-TRUST marketplace including The Competition Act, 2002 or other
LAWS) relevant anti-trust laws applicable in the countries where we
operate. Such actions include misappropriation and/or misuse
of competitor’s confidential information or engaging into
agreement with competitors and common suppliers. The Group
and its Associates shall under no circumstances engage in any

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 anti-competitive practices in violation of applicable competition
laws.

BRAND USE From time to time you are entrusted with confidential
& PROTECTING information by the Company with the expectation that you fully
CONFIDENTIAL understand the importance of maintaining confidentiality of such
INFORMATION information. This information is the Company’s valuable asset.

The Company’s confidential information includes but is not

limited to product design, product plans, inventions,
manufacturing process, list of customers pricing, pricing policy,
discount schemes, budgets, financial information and results,
expansion/ diversification plans and corporate restructuring
plans. This information is the property of the Company and may
be protected by patent, trademark, copyright and trade secret
laws. All confidential information must be used for Company
business purposes only. Every Associate must ensure to
safeguard the confidential information that is shared during the
tenure of employment. Publicity or sharing or unauthorized
copying of such information or handling it negligently should be
strictly avoided and failure to do so may invite disciplinary
action as per the applicable law &/or Company policy.

Any information that is confidential and shared with the other

persons should be shared only on need to know basis with prior
approval of your head of department. This obligation extends to
confidential information of third parties, which the Company has
rightfully received under Non-Disclosure Agreements. Your
confidentiality obligation remains in effect for as long as you
work for the Company and even after you cease to be in the
employment.

INSIDER TRADING As an Associate of the Company you may/shall have access to

& INFORMATION material, non-public information about our Company and its
BARRIERS business operations. You and your family/acquaintances shall
not use such information to derive any benefit or assist others
to derive any benefit from wrongful use of such information and
thus constituting to insider trading.

Any person having access to price sensitive information is

obliged:

• Not to deal directly or through third persons, in

securities of the Company on the basis of price
sensitive information and during the period when trading
window is closed,

• To properly maintain database of price sensitive

information,

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 • To obtain pre-clearance before certain transactions of
shares. For further details, please consult the Company
Secretary department in this regard.

For more details, please refer code of internal procedures and

conduct for regulating, monitoring and reporting of trading by
designated persons.

ACCOUNTING The Company is required to give a true and fair picture of its
PRACTICES assets and liabilities and profit/loss in all the published financial
statements. This is a very strict obligation towards stakeholders
and potential investors. Therefore, the Company is responsible
to fully and accurately record all the transactions in the
Company’s books and records in compliance with all applicable
laws. All required information shall be accessible to the
Company’s auditors and other authorized persons and
government agencies.

The Company prohibits recording false or misleading entries,

unrecorded funds or assets, or payments without appropriate
supporting documentation and approval, willful omissions of
any Company transactions. Any willful material
misrepresentation of and / or misinformation of the financial
accounts and reports may lead to appropriate civil or criminal
action under the relevant law.

ENVIRONMENT We give utmost importance to Environment Health and Safety

HEALTH & SAFETY (“EHS”) as one of the non-negotiable values for conducting
business. We value human life above everything else and we
expect the same to be reflected by our actions as responsible
Associates. Creating a safe working environment for our
Associates and other stakeholders is non-negotiable. Likewise,
we expect our Associates to display the same values and
ensure that they create a safe work environment for all
Associates and channel partners working with us.

We shall further strive to protect our environment by using

world class technologies. We will try to minimize and mitigate
the impact of our operations that have or may have a
hazardous impact on the environment. We encourage & call
forward all our Associates to take
an active part in the environment protection initiatives of the
Company.

In order to protect the environment & ensure safety of others,

Associates are expected to do the following:

• Comply with all applicable EHS laws and regulations.

• Ensure that the work environment is safe & prevent

workplace injuries.

• Assess the EHS impacts of a new activity before

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 starting it and take all preventive measures for risk
mitigation.

• Eliminate unreasonable EHS risk from facilities,

products, services and activities.

• As far as possible, reduce hazardous and toxic

materials; prevent pollution; & conserve, recover and
recycle materials, water and energy.

• Continuously strive to improve our EHS systems.

• Promptly alert your manager or EHS contact of any

unsafe condition or act.

ESG NORMS IRB and its group entities recognise the significant financial and
economic impacts of environmental, social and governance
(ESG) risks and are committed to ensuring that our actions are
guided by the goal of playing a constructive role in society and
ensuring, as a part of our strategic plan, long term value
creation for all stakeholders by prioritizing sustainability in all its
business operations which will lead to a resilient and
sustainable economy.

The IRB Group understands that the essence of corporate

governance calls for risk awareness, and demand for data and
transparency. Therefore, to enable the management and
disclosure of ESG factors, IRB Group shall formulate a
framework for the implementation of an ESG performance
monitoring and reporting framework in alignment with the
SEBI’s business responsibility and sustainability reporting
format. IRB Group shall periodically also seek an ESG rating
from a suitable rating agency such as EcoVadis, Dow Jones
Sustainability Indices, Sustainalytics, MSCI, or any other similar
reputed agency.

CORPORATE Personal benefit cannot be above your responsibility towards

OPPORTUNITIES the Company and you will not exploit for your own personal
gain, opportunities that are discovered through the use of
corporate property, information or position, unless the
opportunity is disclosed fully in writing to the Company and the
Concern Head of the Department declines to pursue such
opportunity. If you are the person who is involved in or
connected with development of new products/ processes, etc.
which are in nature of invention then all the inventions made by
you individually or jointly with others in the course of
employment are the property of the Company.

You will not make any application personally either in India or

outside for grant of copyright/patents/trademarks for any such
invention. You will assign the rights in all the inventions so
made, in favor of the Company and will sign all the necessary
deeds & documents for that purpose. You will not keep in

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 personal custody or pass-on to other persons or competitors
the confidential information pertaining to such inventions made
during the period of employment or thereafter. For your
personal gain/benefit, you will not deprive the Company of any
existing or potential business opportunity.

GIFTS, DONATIONS & The Company recognises that constructive business

POLITICAL relationships may include occasional, incidental provision of
CONTRIBUTIONS gifts, hospitality and entertainment. However, gifts, hospitality
and entertainment which are or may be seen as exceptional,
lavish or disproportionate, or given to certain individuals who
have the ability to make decisions affecting the IRB Group
Member, may be regarded as improper or unlawful and, and
such practice risks being perceived as Bribery and Corruption.

IRB Group Member is committed to being a responsible

member of communities where it operates, to support those in
need which may include sponsoring various events, initiatives
and organisations in accordance with its Corporate Social
Responsibility Policy. For further details please refer the Anti-
Bribery and Anti-Corruption Policy of the Company.
FRAUD, MISCONDUCT Fraud is defined as an intentional act committed to secure
& MONEY unlawful or illegal gain or causing unlawful or illegal loss.
LAUNDERING Misconduct refers to violation of laws, regulations, internal
policies & market expectations of ethical business conduct.
Together they fall into the following categories of risk that can
undermine public trust and damage the Company’s reputation
for integrity. The following acts shall be covered within the
definition of fraud and misconduct:

• Fraudulent financial reporting

• Misappropriation of assets
• Revenue of assets gained by illegal or fraudulent acts
• Expenses or liabilities avoided by fraudulent act
• Expenses or liabilities incurred for fraudulent or illegal
acts
• Other misconducts

The Company is committed to the elimination of these acts,

through rigorous investigation of any suspected cases of fraud
& misconduct, where such criminal act is proven, to ensure that
wrongdoers are appropriately dealt with.

The Company also complies with the applicable money

laundering regulations in each jurisdiction in which it operates &
will co-operate fully with any investigation conducted by
regulatory authorities involving potential money laundering by
an Associate.

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WHISTLE BLOWER If Associates have any concern related to the following, they
CASES should promptly report it to relevant email id.

• Questionable accounting, accounting controls, auditing

matters, or reporting of fraudulent financial information
to our shareholders, government or financial markets; or

• Grave misconduct i.e., like acceptance of favour from

third party in cash or kind or any such conduct which
results in violation of the law of the company or in a
substantial mismanagement of Company resource
which is proven, would constitute a criminal offence or
reasonable ground for dismissal of the person engaged
in such conduct; or

• Conduct which is otherwise in violation of any law.

The Company will protect the confidentiality and anonymity of

the complainant to the greatest extent possible with an
objective to conduct an adequate review. External stakeholders
such as vendors, customers, business partners etc., have the
opportunity to submit complaints, however, the Company is not
obliged to keep complaints from external stakeholders
confidential or to maintain the anonymity of them.

Post review, if the complaint is found to have been made with

mala fide intention, stringent action will be taken against the
complainant. We encourage Associates to report genuine
complaints in good faith.

Please refer SPOC Policy or Whistle Blower Policy for further

details.

PREVENTION OF The Company is committed to providing & maintaining a

SEXUAL HARASSMENT productive environment for all its Associates at various levels in
the organization, free of sexual harassment and discrimination
on the basis of gender.

Please refer POSH Policy for information.

Strict actions leading up to termination of employment shall be

taken against Associates found guilty by the committee as per
the evidences, admissions and submissions given on record in
the due course of the proceedings of the above mentioned
committee. It is noteworthy that the committee will follow the
principles of natural justice and due process of laws. In cases
where it is found that the complaint was not made with fair
intentions, strict disciplinary action shall be taken against the
Complainant. If the nature of offence is grave, criminal
proceedings may also be initiated against the Associate as per
the said Act.

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Conflict of Interest A conflict of interest may arise when an Employee’s personal
interests or those of their family intersect with their
responsibilities at a Group Entity. All measures must be taken
to avoid situations where a conflict exists or that give the
impression that a conflict could exist.

Employees are required to declare, annually and update at the

time of any change, if they have, either during or outside
working hours, any other gainful employment or conduct any
other form of business activity, either personally or through the
agency of another. Employees shall notify the Compliance
Officer immediately if any conflict or potential conflict of interest
arises.

Some examples of situations that could constitute a conflict of

interest include:

• Any Employee or their relative has a financial interest in, or

works in or serves as a director for, any supplier, customer
or competitor of the Group Entity.

• Employee’s acceptance of, or giving permission to the

Employee’s relative to accept, gifts or favors of more than
nominal value as mentioned in ABAC policy, from any
customer, supplier or competitor of the Group Entity, or any
governmental official. This does not preclude an
employee’s acceptance of reasonable business
entertainment or gifts, such as a lunch or dinner, or events
involving normal sales promotion, advertising or publicity.

The following situations would not be considered conflicts of

interest:

• A transaction or relationship disclosed in accordance with

this Policy and determined not to be a prohibited conflict of
interest.

In most instances, full disclosure of the facts by the Employee

is all that is necessary to enable the Group Entity to protect its
interests.

Anti-Trust Each Group Entity shall comply with all anti-trust laws in the
jurisdictions in which it carries out its operations. All Employees
engaged to act on behalf of the Group Entity, must comply with
all anti-trust laws. The Group Entity will not condone any
conduct which results in or could reasonably be expected to
result in anti-trust charges being brought against the Group
Entity.

No Employee of the Group Entity has the authority to direct or

approve the violation of any anti-trust laws by the Group Entity
or persons acting on behalf of the Group Entity. Any Employee
who has questions or clarification regarding the applicability of

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the anti-trust law to a particular circumstance should consult the
Compliance Officer.

The Competition Act, 2002 is the primary anti-trust legislation in

India. Practices by companies or groups of (i) entering into anti-
competitive agreements, (ii) abusing a dominant position that
they may enjoy with respect to a particular market and (iii)
entering into certain combinations (mergers, acquisitions and
amalgamations, are deemed to be anti-competitive or anti-trust
practices and are regulated.

The following is a list of situations / scenarios that should be

avoided by Employees to ensure compliance with anti-trust
Laws. This list is not intended to be exhaustive and is for
illustrative purposes only.

• Not share or discuss pricing strategy or planned price

revisions, participation in tenders and bidding processes or
production details with competitors or employees of
competitors.

• Not accept any documentation which contains

commercially sensitive information of a competitor.

• In relation to proposed bids, do not directly or indirectly

assist a competitor by bidding or refraining from for a
particular tender, made last minute changes to bid
documents unless reasons for the same are documented,
engage in discussions with competitors or their employees
immediately before submitting bids or take any action
which artificially increases or decreases the bid price.

• While entering into contracts in the course of business,

ensure the following:

o The contract does not limit the parties’ commercial

freedom or prevent certain supplier from supplying to a
party;

o Agree to a lengthy non-compete clause or agree to a

wide ranging non-compete clause, which preclude the
other party from entering into an entire business or
business line; and

o Not take any actions which directly or indirectly prevent

enterprises from developing and marketing other
products / technologies independently or enter into any
standard setting process which aims to foreclose
certain competitors by purposefully setting too high a
standard.

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Corporate While preparing or engaging in any form of corporate
Communication communication, Employees should ensure that the following
are strictly avoided:

• Words or phrases suggesting illegal or secretive behavior

such as ‘please destroy after reading’ or ‘I should not tell
you this’;

• Terms such as ‘dominant position’ or referring to the effect

that any action of the Group Entity will have on its
competitors; and

• Any language suggesting that the Group Entity has

collaborated with its competitors such as ‘industry
agreement’ or ‘industry policy’.

PROTECTION & USE OF Associates have a duty to protect the assets of the Group and
COMPANY’S ASSETS use them for only legitimate purposes. Any kind of theft,
carelessness and waste have a direct impact on the
profitability of the Group. The funds of the group shall not be
used for any unlawful or illegal purposes.

To ensure that the assets of the Group are properly used and
protected, Associates should inter alia do the following:

• Exercise reasonable care to prevent theft, damage or

misuse of the property.

• Report actual or suspected theft, damage or misuse of

Group’s property to the Ethics & Compliance Team.

• Use the Group’s telephone system, email, written

materials and other property primarily for business
related purposes.

• Safeguard all electronic programs, data, communications

and written materials from inadvertent access by others.

• Use Group property only for legitimate purposes and only

to the extent authorized.

Group Property includes all data and communications

transmitted or received to or by, or contained in, the Group’s
electronic & telephonic system. Group property also includes all
written communications. To the extent permitted by law, the
Group has the ability, and reserves the right, to monitor all
electronic and telephonic communication. These
communications may also be subject to disclosure to law
enforcement or government officials.

All the records of the Company whether in the form of paper

documents, CDs, computer hard disks, email, floppy disks,

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 microfiche, microfilm or any other medium is the property of the
Company. All the records are statutorily required to be properly
preserved and maintained. Loss or misappropriation of records
is a serious matter and is subject to strict disciplinary action.

Usage of licensed software: All softwares used by the

Associates on Company’s equipment must be appropriately
licensed. Use of illegal or unauthorized copies of any software,
may constitute copyright infringement and invite potential civil
and criminal liability. In addition, use of illegal or unauthorized
copies of software may subject the Associate to disciplinary
action, up to and including termination.

DISCIPLINARY All matters covered under this Code and all others which are
ACTIONS important to uphold the spirit of this Code are of paramount
importance to the Company, its stakeholders and its business
partners, and are essential to the Company’s ability to conduct
business in accordance with its stated values. The Company
will ensure prompt and consistent action against violation of
this Code.

Disciplinary action may include immediate termination of

employment or business relationship at the Company’s sole
discretion. Where the Company has suffered a loss, it may
pursue its remedies against the individuals or entities
responsible.

Hyper-links for other Please visit www.irb.co.in or Intra-net for copy of the Policies
Policies adopted by the adopted by the Company.
Company

Review and Amendment • This Policy shall be reviewed as and when required to
ensure that it meets the objectives of the applicable laws
and remains effective. This Policy may be amended from
time to time by the Company’s board of directors.

• In case of any change in applicable laws governing this

Policy, not being consistent with the terms laid down under
this Policy, then such change shall prevail and this Policy
shall stand accordingly amended from the effective date of
such change.

Responsibility for Designated Officer of respective policy of the Company shall

Compliance have overall responsibility for implementing this policy for itself
and for the each of the Group Entities, and shall take
internal/external approvals wherever necessary to facilitate the
same.

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