OSWAL EXTRUSION LIMITED

CIN: U25200GJ2004PLC045239

CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

1. PREAMBLE

This Code of Conduct is a written document that outlines Company values, principles and
guidelines in a variety of areas and enables the Company to publicly state to its external
stakeholders viz. suppliers, customers, consumers and shareholders, the way in which they
intend to do business. All Directors and Senior Management Personnel of Oswal Extrusion
Limited (“the Company”):

i. shall endeavor to act in good faith, responsibility, with due care, competence and diligence
without misrepresenting material facts while dealing with the third parties and promote
ethical and honest behavior within the Company;

ii. are committed for conducting the business of the Company in accordance with the
applicable laws, rules & regulations and with highest standards of business ethics.

2. APPLICABLITY

This Code of Conduct and Ethics is applicable to all the Board of Directors and Senior
Management. The Senior Management shall include all Executives in Top Management Cadre of
the Company (hereinafter referred as “Management”).

Ethical business conduct is critical to our business. Members of the Board and Senior
Management Personnel are therefore expected to read and understand this Code, uphold these
standards in day-to-day activities, and comply with: all applicable laws; rules and regulations;
and all applicable policies and procedures adopted by the Company that govern the conduct of its
employees and to ensure that the various stakeholders of the Company are aware, understand
and comply with these standards.

Nothing in this Code or in any related communications (verbal or written) thereto shall
constitute or be construed to constitute a contract of employment for a definite term or a
guarantee of confirmed employment.

3. HONEST AND ETHICAL CONDUCT

The Company expects that all Board Members and Senior Management Personnel are act in
accordance with the high standards of personal and professional integrity, honesty and ethical
conduct, whenever the Company’s business is being conducted or at any place where such Board
Members and Senior Management Personnel are representing the Company before any person
and authority.

The Company considers honest conduct to be conduct that is free from fraud or deception. The
Company considers ethical conduct to be conduct conforming to the accepted professional
standards of conduct. Ethical conduct includes ethical handling of actual or apparent conflicts of
interest between personal and professional relationships.

4. FINANCIAL REPORTING

The Company shall prepare and maintain its accounts fairly and accurately in accordance with
the accounting and financial reporting standards which represent the generally accepted
guidelines, principles, applicable accounting standards, laws and regulations of the country.
Accounting and procedures shall fairly and accurately reflect all the Company's Business
Transactions. All required information shall be accessible to Audit Committee of the Company &
Company Auditors and other authorized parties / agencies. 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.

5. CONFLICT OF INTEREST:

The Management must avoid any conflicts of interest between Company and Management. Any
situation that involves, or may reasonably be expected to involve, a conflict of interest with the
Company, should be informed promptly to the Chairman or Audit Committee or Managing
Director of the Company. Some of the more common conflicts, which management must avoid,
are mentioned herein under:

1. Financial interest of an employee of the Company or his relatives including shareholding in

any Company or a share in any firm which is an actual or potential competitor, supplier,
customer, or other alliance partner of the Company.

2. An employee of a the Company conducting business on behalf of his Company/Firm or being

in a position to influence a decision with regard to his Company's/Firm's business with a
supplier or customer of which his relative is an officer or representative, resulting
in a benefit directly or indirectly in any form to him or his relative.

3. Award of benefits such as increase in salary or other remuneration, posting, promotion or

recruitment of a relative of an employee of the Company where such an individual is in a
position to influence the decision with regard to such benefits.

4. Acceptance of gifts, donations, hospitality and/or entertainment beyond the customary level
from existing or potential suppliers, customers or other third parties which have business
dealings with the Company.

The above illustrations are limited. However other instances of conflict of interest exist due to
any reasons, adequate and full disclosure by such interested persons should be made to the
management of the Company.

6. CORPORATE OPPORTUNITY:

The Directors or Senior Management personnel are strictly prohibited from:

1. To take themselves or their companies opportunities which is discovered through the

internal sources/insider information or position as a director or manager of the Company.

2. To use assets/properties of the Company for their personal gain.

3. To compete with the Company for business. However the Independent directors/
disinterested Directors of the Company decide that the Company will not pursue the said
opportunities that relates to the Business of the Company, then Directors/senior
management may then do so.

7. HONEST AND ETHICAL CONDUCTS & FAIR DEALING

All officers shall act in accordance with the highest standards of personal and professional
integrity, honesty and ethical conduct while working for the Company.

All officers shall fairly deal with the customers, suppliers, competitors, business associates and
the employees of the group companies. They also should not take unfair advantage through
concealment of information which is ought to be disclosed, manipulation, confidential, trade
secret information, misrepresentation of material facts or any other unfair practice.
8. COMPLIANCE WITH LAWS, RULES, REGULATIONS, CIRCULARS ETC.:

All officers of the Company must comply with all applicable laws, rules, regulations, notifications,
circulars issued by the Government of India or Government of Gujarat or any other
statutory/regulatory authorities from time to time and also update themselves for latest
amendments issued by such authorities relating to their duties and responsibilities. Any officer
who is uncertain about the applicability of rules/ regulations, at that time they should take expert
advice before taking any decision that may cause harmful to the Company.

9. PRIVACY AND CORPORATE SECRET:

All secret information like trade related & confidential information, buyer – seller information,
strategic planning related information, commercial, technical, legal, marketing information that
made available or provided to the officers of the Company and has obtained by virtue of his
employment with the Company. All officers must maintain the secrecy or confidentiality of above
cited information and not to disclose information to any supplier, customers, business associates
of the Company that the Company is bound to maintain secrecy, except when disclosure is
authorized on account of operation of laws.

10. 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 duly authorized by the Management. These include tangible
assets such as equipment and machinery, systems, facilities, materials, resources as well as
intangible assets.

11. SAFETY, HELTH & ENVIRONMENT :

Oswal Extrusion Limited provides a clean, safe and healthy work environment. Each employee
has responsibility for maintaining a safe and healthy workplace by following safety and health
rules and practices and reporting accidents, injuries and unsafe conditions, procedures, or
behaviors. Violence and threatening behavior are not permitted. Employees must report to work
in a condition to perform their duties, free from the influence of illegal drugs or alcohol.

12. PRODUCT AND SERVICE OF THE COMPANY :

Oswal Extrusion Limited strives for continuation of Reserch and Development of its products and
better service to its customers to strengthen their competitiveness and performance pertaining
to the industries in which the Company is venturing. The Company recognizes that meeting its
customers' needs is necessary for its long term growth and prosperities.

13. SHAREHOLDERS RIGHT :

The Company shall comply with all rules, regulations and laws that govern shareholders' rights.
The Company shall duly and fairly disclose information in accordance with the respective
regulations to its shareholders which allow them to take informed decision of their investments.

14. CONCURRENT EMPLOYMENT:

Executive Directors & Senior Management Personnel of the Company is expected to devote their
full attention to the business interests of the Company. They are prohibited from engaging in any
activity (unless disclosed to the Board or President of the Company) that interferes with their
performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to
the interest of the Company. Our policies prohibit any employee from accepting simultaneous
employment with a Company's supplier, customer or competitor, or from taking part in any
activity that enhances or supports a competitor's position.
15. NON COMPLIANCE OF THE CODE:

Suspected violations of this Code must be reported to the Board or the Chairman of the Audit
Committee. All reported violations would be appropriately investigated.

16. AMENDMENT, MODIFICATION AND WAIVER OF CODE:

This Code may be reviewed, amended, modified, or waived by the Board of Directors, subject to
the disclosure and other provisions of the Companies Act, 2013 and the rules made thereunder.

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