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CODE OF CONDUCT FOR BOARD OF DIRECTORS & SENIOR MANAGEMENT
The Board of Directors of the Company at its meeting held on 25th June 2005 has approved and adopted the following code of conduct which is applicable to all the concerned with immediate effect. This code of conduct shall apply to all the Directors and senior management of EMCO Limited, wherever located.

EMCO is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each Director, officer and employee is expected to comply with the letter and spirit of this Code.

The directors, senior officers and employees of the Company must not only comply with applicable laws, rules and regulations but should also promote honest and ethical conduct of the business. They must abide by the policies and procedures that govern the conduct of the Company's business. Their responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and to maintain a work environment that encourages the stakeholders to raise concerns to the attention of the management.

This code of conduct does not attempt to describe all potential problem areas that could develop, but some of the more common problems are described below:

1. A conflict situation can arise:
   • When an employee, officer, or director takes action or has interests that may make it difficult to perform his or her work objectively and effectively,
   • The receipt of impro per personal benefits by a member of his or her family as a result of one's position in the Company,
   • Any outside business activity that detracts an individual's ability to devote appropriate time and attention to his or her responsibilities with the Company,
2. The receipt of non-nominal gifts or excessive entertainment from any person/company with which the Company has current or prospective business dealings
3. Any significant ownership interest in any supplier, customer, development partner or competitor of the Company
4. Any consulting or employment relationship with any supplier, customer, business associate or competitor of the Company.
5. 5) The directors, officers and employees should be scrupulous in avoiding 'conflicts of interest' with the Company. In case there is likely to be a conflict of interest, he/she should make full disclosure of all facts and circumstances thereof to the Board of directors or any Committee / officer nominated for this purpose by the Board and a prior written approval should be obtained.
   
   
6. Honest and Ethical Conduct:
   The Directors, officers and employees shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct not only on Company's premises and offsite but also at company sponsored business, social events as well as any places. They shall act and conduct free from fraud and deception. Their conduct shall conform to the best-accepted professional standards of conduct.
   
   
7. Corporate Opportunities:
   Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors, officers, and employees are expressly prohibited from:
   • Taking for themselves personally, opportunities that are discovered through the use of Company's property, information, or position,
   • Competing directly with the business of the Company or with any business that the Company is considering.
   • Using Company's property, information, or position for personal gain. If the Company has finally decided not to pursue an opportunity that relates to the Company's business activity, he/she may pursue such activity only after disclosing the same to the Board of directors or the nominated person/committee.

The directors, officers and employees shall maintain the confidentiality of confidential information of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. The Confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or harmful to the Company or its associates. The use of confidential information for his/her own advantage or profit is also prohibited.

Each director, officer, and employee should deal fairly with customers, suppliers, competitors, and employees of group companies. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices.

All directors, officers and employees should protect Company's assets and property and ensure its efficient use. Theft, carelessness, and waste of the Company's assets and property have a direct impact on the Company's profitability. Company's assets should be used only for legitimate business purposes.

The Directors, officers and employees shall comply with all applicable laws, rules, and regulations. Transactions, directly or indirectly, involving securities of the Company should not be undertaken without pre-clearance from the Company's compliance officer. Any director, officer or employee who is unfamiliar or uncertain about the legal rules involving Company business conducted by him/her should consult the legal department of the Company before taking any action that may jeopardize the Company or that individual.

If any director, officer or employee who knows of or suspects of a violation of applicable laws, rules or regulations or this Code of conduct, he/she must immediately report the same to the Board of Directors or any designated person/ committee thereof. Such person should as far as possible provide the details of suspected violations with all known particulars relating to the issue. The Company recognizes that resolving such problems or concerns will advance the overall interests of the Company that will help to safeguard the Company's assets, financial integrity and reputation. Violations of this Code of Ethics will result in disciplinary action, which may even include termination of services of the employee. The Company's Board or any Committee/person designated by the Board for this purpose shall determine appropriate action in response to violations of this Code of Ethics.

Any question or interpretation under this Code of Ethics and Business Conduct will be handled by the Board or any person /committee authorized by the Board of the Company. The Board of Directors or any designated person/committee has the authority to waive compliance with this Code of business conduct for any director, officer or employee of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Board or the designated person/ committee.

Honesty, integrity and sound judgment of the senior officers is fundamental for the success and reputation of EMCO. The professional and ethical conduct of the senior officers is essential to the proper functioning of the Company. The senior finance officers as well as directors of the Company shall be bound by the following code of ethics:

• Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal, financial and professional relationships.
• make full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits or makes periodically, to the shareholders, government authorities, and to the public.
• Comply with governmental laws, rules, notifications and regulations applicable to the Company's business.
• Disclose to the Board or any committee/officer designated by the Board for this purpose, any material transaction or relationship that reasonably could be expected to give rise to any violations of the code including actual or apparent conflicts with the interests of the company.
• Promote prompt reporting of violations of the Code of Ethics to the Board of Directors or any person/committee designated for this purpose, as may be necessary.
• Respect the confidentiality of information acquired in the course of employment unless legally obliged to disclose and ensure that no such confidential information is used for personal advantage/benefit,
• Maintain the skills necessary and relevant to the Company's needs.
• Act in good faith, responsibility, with due care, competence and diligence without misrepresenting material facts.
• Refrain from any inappropriate or undue influence of any kind in all dealings with independent auditors, and avoid any actual or apparent conflicts with analysts.
• Achieve responsible use of and control over all assets and resources employed or entrusted to the them,
• Promote ethical and honest behavior within the Company and its subsidiaries,

All senior officers should adhere to both the code of business conduct and the code of ethics of the Company. Violation of the code of ethics will lead to appropriate disciplinary action including dismissal from the services of the Company. Any deviation/waiver from this code can only be effected on the sole and absolute discretionary authority of the Board or any person/committee designated by the Board for this purpose.

Acknowledgment of Receipt of Code of Business Conduct and Ethics � I have received and read the Company�s Code of Conduct and ethics for Directors and Senior Officers and Employees. I understand the standards and policies contained in the said Code of Conduct & ethics and understand that there may be Additional Policies or Laws specific to my job. I further agree to comply with the said Additional Policies or Laws of the said Code of Conduct.

If I have questions concerning the meaning or application of the said Code of Conduct, any Company policies, or the legal and regulatory requirements applicable to my job, I know I can consult Board of Directors, knowing that my questions or reports to these sources will be maintained in confidence.

The duties of Independent Directors of the Company, as laid down under Schedule IV to the Companies Act, 2013, are incorporated herein pursuant to Clause 49 of the Listing Agreement with Stock Exchanges. It shall be the duty of Independent Directors to:

• undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;
• seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
• strive to attend all meetings of the Board of Directors and of the Board Committees of which they are a member;
• participate constructively and actively in the Board Committees in which they are chairpersons or members;
• strive to attend the general meetings of the Company;
• ensure, where they have concerns about the running of the Company or a proposed action, that these are addressed by the Board of Directors;
• keep themselves well informed about the Company and the external environment in which it operates;
• not to unfairly obstruct the functioning of an otherwise proper Board or Board Committee;
• pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;
• ascertain and ensure that the Company has an adequate and functional vigil mechanism and ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
• report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct;
• act within their authority and assist in protecting the legitimate interests of the Company, shareholders and its employees;
• not to disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans and unpublished price sensitive information, unless such disclosure is expressly approved by the Board of Directors or required by law.