CODE OF CONDUCT

INTRODUCTION
1. Sound corporate governance principles are an important pillar of our on-going commitment
to achieve long-term customers and employees value through corporate excellence and
sustainable growth. The good name and reputation of Prestige Group and its operating
companies reflect the integrity, dedication and competence of our colleagues. That reputation is
fundamental to the continued success of our businesses. It is the personal responsibility of all of
us that our conduct with customers, colleagues, financial institutions, suppliers, governmental
and regulatory bodies, and others with whom we come into contact, reinforces and enhances
that reputation. Proper conduct goes beyond strict compliance with the provisions and intention
of the laws and regulations that apply to our businesses. It also means that we are honest and
ethical in everything we do. The guidelines will not answer all questions; for that we must rely
ultimately on your personal judgment and good sense, including recognizing when you should
seek guidance from others.

Businesses in the reality sector stand on foundations of integrity and mutual trust. In order to
maintain and safeguard the trust and confidence of the customers and the public, it is essential
that the company be protected from involvement not only in any form of malpractice but also in
any situation or activity, which although innocent, might be perceived by others to constitute
malpractice. Each employee is expected to read the Code of Conduct guidelines and comply
with them, if you have any questions, speak with your manager. We are committed to servicing
customers at the highest professional standards. Adherence to these guidelines and their
purpose and spirit will help us achieve this goal. Any breach of these rules will attract
appropriate disciplinary action.

The following rules (subject to such modifications, as may be notified) shall apply to all
employees of the company.

2. RESPONSIBILITIES. Company leadership team is responsible for ensuring that the employees
whom they supervise understand their responsibilities under the code. The standards in this
code aren’t meant to cover all policies or laws, and are often stricter than the law. All provisions
of this code are subject to applicable laws and existing agreements. If local laws or other policies
and codes of conduct differ from the code, or if there is a question as to whether the code
applies to a particular situation, the employee should check with your manager or supervisor
before acting.

3. WORKPLACE PRINCIPLES. All colleagues share responsibility for a business environment that
encourages everyone to contribute fully and productively. We will act promptly, in accordance
with our policies and applicable laws, to address conduct that infringes upon individual dignity,
respect, fairness or objectivity.

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a) Dealing with People in the Organisation. In dealing with each other, all employees shall
uphold the values which are at the core of our Human Resource Philosophy – trust, teamwork,
mutuality and collaboration, meritocracy, objectivity, self respect and human dignity. Indeed,
these values form the basis of our Human Resource Management Systems and processes. In
areas such as selection and recruitment, meritocracy will be the only criterion and all managers
will scrupulously avoid considerations other than merit and suitability. Performance
management systems including appraisals, remuneration and rewards will focus on meritocracy,
equity and upholding of the company’s values.
b) A Gender Friendly Workplace. As a good corporate citizen, the company is committed to a
gender friendly workplace. It seeks to enhance equal opportunities for men and women,
prevent/stop/redress sexual harassment at the workplace and institute good employment
practices.

4. GIFTS & ENTERTAINMENT. In our line of business, sometimes for business development and
in the interest of the company we may have to extend some business courtesies to our
customers and vendors. The under-mentioned principles shall be followed while extending such
courtesies.

a) All employees shall ensure that in their dealings with suppliers and customers, the
company’s interests are never compromised. Accepting gifts and presents of more than a
nominal value, gratuity payments and other payments from suppliers or customers could lead to
compromising the company’s interests.

b) If any employee if offered by any individual or organisation doing or seeking to do business

with the company any personal benefit, he/she shall use all efforts to politely refuse the same.
In the event the employee feels that such refusal may not be appropriate, he/she may receive
such gift. Any gifts accepted or given must be customary in type and nominal in value. If the
value of the gift exceeds INR 500 in the opinion of the staff members, then he/she shall
forthwith hand over the same to the Corporate Communication Department along with a report
in the format provided in Annexure – 1. This will ensure proper accountability and appropriate
usage as per the direction of the management.
c) Unsolicited and infrequent gifts and business courtesies, including meals and entertainment,
are permissible if they are: for business development; customary and commonly accepted; of
minimal value, and accepted without an express or implied understanding that you are in any
way obligated by your acceptance of gifts or courtesies. You may not accept gifts of cash or cash
equivalents.

5. PERSONAL CONDUCT. All employees have the obligation to conduct themselves in an

honest and ethical manner and act in the best interest of the company at all times.

a) Leading by Example. The organization’s senior management set the professional tone for
the company. Through both their words and their actions, the organisation’s leadership conveys

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what is acceptable and unacceptable behaviour. The company’s senior management must
constantly reinforce through their actions and behaviour that the company’s stated beliefs of
responsible corporate citizenship are rooted in individual conviction and personal integrity.
b) Conflict of Interest. As an employee, you may have some knowledge of the financial affairs
of our customers it is therefore imperative that you avoid every conceivable conflict of interest
or breach of confidence. Conflicts or the appearance of conflicts between the company’s or
customers interests and your personal interests must be avoided. It is expected that you put the
interest of the company ahead of your own; if you have any doubt the propriety of any course of
action or find that your own interests are more be in conflict with those of the company, you
may seek the advice of the Human Resources team or Legal team, as appropriate.

6. CORPORATE ETHICS. In the conduct of business all employees of Prestige Group will
practice good corporate citizenship and embrace the under-mentioned corporate ethics.

a) Outside Employment. No employee shall take up any Directorships or employment or part

time commercial duties (paid or unpaid) outside the company except with prior written
approval from the CMD/JMD.
b) Use of Information. In our business, many of us will become aware of confidential
information about our clients, our colleagues and the company. Confidential information is all
nonpublic information, including information that can be used by our competitors or that would
be harmful to the company or our customers if released without authorization. No employee
shall, during or after termination of employment except in the proper course of his/her duties or
with prior approval in writing from the management divulge or make use of any confidential
information or of any correspondence, accounts, connects or dealings of the company or its
customers or of any knowledge gained in any way whatsoever. Employees must use such
confidential information only in connection with the company’s business.
c) Secrecy. An employee shall not either during the continuance of your employment with the
company or after its cessation for any reason whatsoever, except in the proper course of duty or
with the prior written consent of the company, divulge or make use of any confidential
information or of any correspondence, accounts, information, connections or dealings
whatsoever relating to the company, its subsidiaries, group or associated companies or of any
customer or correspondent of any of them or of any knowledge gained in relation thereto
during the term of employment and shall not alter, obliterate, spoil, destroy, waste, embezzle,
spend or without the express written consent of the company take away from the custody of
the company any books, papers, writings, accounts, money or other property in physical or
electronic form, of the company, its subsidiaries, group or associated companies or of any
customer or correspondent of any of them.
d) Press Information. Enquires from the press should be referred to the Head of Marketing or
the Director – Corporate Communications. Statements to the press/media shall be made only by
persons authorized and adequately briefed in this regard. Under no circumstances should
employees make statements to the press regarding the company’s business, operations,

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policies, strategies etc., without obtaining approval in writing from the Director – Corporate
Communications. As a matter of principle we do not comment on issues involving competitors
or customers and on rumors or speculation about the company in the press.
e) Reporting Internal Fraud, Theft or Illegal Activities. Employees shall be alert and vigilant with
respect to fraud or illegal activities committed within the office or any site. Controls must be in
place to safeguard assets and permit the preparation of accurate financial statements. The use
of company funds for non-company use is prohibited. If any fraud or illegal activity comes to
attention of the employee, he/she must immediately report the same to the management.
Failure to report such activity will attract disciplinary action. All company assets must be
returned when leaving the company’s employment or your position with the company.
f) Investments. Employees in functions like Business Development, Finance, Legal,
Compliance, Public Relations, etc and certain members of the management team who by nature
of their functional responsibilities could be privy to investment decisions of the company are
covered by a code of conduct that prescribes restrictions and function whereby you qualify as a
key management personnel who is privy to such information, you are required go through and
confirm your acceptance to this code of conduct.
g) Transparency and Auditability. All employees shall ensure that their actions in the conduct
of business are totally transparent except where the needs of business security dictate
otherwise. Such transparency shall be brought about through appropriate policies, systems and
processes, including as appropriate segregation of duties, tiered approval mechanism and
involvement of more than one manager in key decisions and maintaining supporting records. It
shall be necessary to voluntarily ensure that areas of operation are open to audit and the
conduct of activities is totally auditable.
h) Protecting Assets of the Company. The company’s assets have a direct effect on our success,
so it is important to protect these assets and use them efficiently. All company assets should be
used for legitimate business purposes. You must prevent damage, theft or misuse of company
assets and they should not be used for any unlawful or unauthorized purpose. The use of
company funds for non-company use is prohibited. All company assets must be returned when
leaving the company’s employment or your position within the company.
i) Use of Company Property. Company telephone, fax, stamp machines, office equipment,
cellular telephone, computers, and other company properties are generally available to
employees to use for business-related purposes only. Excessive personal use of company
property may result in disciplinary action, up to and including termination of employment.

7. CONFIDENTIALITY OF INDIVIDUAL COMPENSATION. Prestige Group recruits employees of

the desired skills set in various grades and compensation levels from different companies. They
are hired on varying compensation packages, depending upon their skill sets, functional
criticality, and compensation levels in the organisation they come from. Thus, compensation
packages are individual specific contractual terms between the employee and the organisation.
Prestige Group has a firm believe in paying for the requisite skill sets and contribution as well as
on the basis of relevant experience, competencies and market potential. It is pertinent that this

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confidentiality is nurtured, demonstrated and communicated to all employees and simplistic

comparisons are strictly avoided.

8. HEALTH & SAFETY POLICY. The company attaches great importance to a healthy and safe
work environment. Good physical working conditions, high standards of hygiene and
housekeeping shall be ensured. Particular attention should be paid to training of employees to
increase safety awareness and adoption of safe working methods on sites particularly designed
to prevent serious or fatal accidents.

9. ENVIRONMENT POLICY. The company believes that commitment to sustainable

development is a key component of responsible corporate citizenship and therefore deserves to
be accorded the highest priority. Accordingly, the company is committed to best practices in
environmental matters arising out of its business activities and expects every employee to fully
demonstrate this commitment.

10. NON-SMOKING POLICY. The company provides a smoke-free environment for all
employees, and all company facilities are smoke-free workplaces. Smoking is absolutely
prohibited anywhere on company premises. This policy applies to third parties such as vendors
and customers as well as employees. Any individual who has a complaint regarding a violation of
this policy should contact his/her manager or Human Resources without fear of retaliation.

11. LICENSING AND COPYRIGHT. The company respects international copyright conventions.
Unauthorized copies of software must not therefore be made or used on the company’s
equipment or on an employee’s own equipment whilst being used for company related work. As
an employee of the company, individuals may receive access to our company network. All
communication services, equipment, and personal computers are the sole property of the
company. By accepting access to our network and our computers, employees acknowledge and
agree to comply with our Information Security policy.

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ANNEXURE – 1
REPORT ON PERSONAL BENEFITS RECEIVED

To: __________________________________________________________________________

Name of Donor: _______________________________________________________________

Description and assessment of the Value of the Gift:

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

Business connection (if any) between the Donor and the Prestige Group:
_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

Employee Name: ______________________________________________________________

Date of Deposit: _______________________________________________________________