Code of Conduct & Business ethics

SAMAD CONSULTANCY SERVICES 

CODE OF CONDUCT AND BUSINESS ETHICS - Updated 2025

1. PREAMBLE:

 This Code of Conduct (“this Code’) shall be called “The Code of Conduct for Board Members and Senior Management Personnel’ of Samad Consultancy Services (hereinafter referred to as “The Company”). This Code shall also be treated as Code of Business Ethics for the purpose of Schedule IV of the Companies Act, 1956 read with Companies Act, 2013. This code is in alignment with Company’s Vision and Values to achieve the Mission & Objectives and aims at enhancing ethical and transparent process in managing the affairs of the Company.  The Board first adopted the Code of Conduct for Board Members and Senior Management in its meeting. The said Code is being modified for better governance and to keep conformity with the regulatory requirements. The Board of Directors adopts this Code of Conduct and Business Ethics as a Testimony of its commitment to adhere to the standards of loyalty, honesty, integrity and the avoidance of conflict of interest. This Code Is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct. This model code of conduct shall be reviewed by the Board from time to time in conformity with the regulatory requirements and any amendments to this Code shall be approved by the Board of Directors. 

2. DEFINITION AND INTERPRETATION:

 In this Code, unless repugnant to the meaning or context thereof, the following   have the meaning given to them below:   The term “Board/Board of Directors” shall mean the Board of Directors of the Company. The term “Board Members” shall mean the Members on the Board of Directors of the Company.  The term “Whole-time Directors” shall mean the Board Members who are in whole- time employment of the Company. The term “Senior Management Personnel” shall mean personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads. The term “Relative” shall mean ‘relative’ as defined in Section 2(77) read with Rule 4 of the Companies (Specification of Definition Details) Rules 2014 of the Companies Act, 2013 (detailed in Annexure -I)  The term “Conflict of Interest” means where the interests or benefits of one person or entity conflict with the interests or benefits of the company. 

3. APPLICABILITY:

This Code shall be applicable to the following persons:  a) All the Directors of the company.  b) All Senior Management Personnel of the Company from the executive rank and above including functional heads of each department.  c) This code of Conduct is applicable to any other employee or officer of the company who has a direct functional reporting to the Board and also to any employee or officer of the Company, who has the opportunity to materially influence the strategy and operation of the business and financial performance of the company. Samad Consultancy Services is committed to observe all applicable Laws and Regulations and all other above mentioned Officials are expected to uphold this commitment.  

4. DUTIES OF DIRECTORS  (A) General Duties of Directors:

The Directors shall — (1) Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.  (2) Director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, and the community and for the protection of environment.  (3) Director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.  (4) Director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.  (5) Director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.  (6) Director of a company shall not assign his office and any assignment so made shall be void.   (B) Code of Conduct for Independent Directors including duties: The Code of Conduct applicable to Independent Directors shall be as per Companies act, 2013.  

5. COMPLIANCE OF LAW:  

The Board Members, Senior Management Personnel and employees shall comply with all laws, rules and regulations relating to the business of the Company. 

6. CORPORATE DISCLOSURE PRACTICES:  

The Code on Corporate Disclosure Practices regulates disclosure of “Unpublished Price Sensitive Information’. The Company Secretary is responsible for overseeing and coordinating disclosure of “Unpublished Price Sensitive information” to stock exchanges, analysts, shareholders and media including drafting of the press release or the text of the information to be posted on the Company's web-site/released to the press with the approval of the Director-Finance/Managing Director. 

7. Related Party Disclosures: 

The Board Members and Senior Management Personnel shall make disclosure of related party transactions to the Board of Directors in the format provided under Accounting Standard 18 (AS-18) (Annexure Ill) issued by the Institute of Chartered Accountants of India (ICAI) and/or any modification or re-codification thereof.  

8. Confidentiality of Information:

 “Confidential information” includes all information of the Company not authorized by the management for public dissemination. This includes information on trade, trade secrets, mergers and acquisitions, stock splits and other confidential and privileged information which is not available in the public domain at that point of time.  No Board Member and Senior Management Personnel shall provide any information either formally or informally, to the press or any other media, unless specifically authorized. Provided that Board Members and Senior Management Personnel shall in consultation / under intimation to the Company Secretary of the Company be free to disclose such information which is:-   a) Part of the public domain at the time of disclosure; or  b) Authorized or required to be disclosed pursuant to a decision of the Board or any of   its  Sub-Committees; or  c) Required to be disclosed in accordance with applicable laws, rules, regulations, guidelines, or directions from the regulatory bodies. 

9. GIFTS, DONATIONS & ENTERTAINMENT:

 The Board Members and Senior Management Personnel shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favors for the conduct of its business. However, the Board Members and Senior Management may accept and offer nominal gifts, which are customarily given and are of a Commemorative nature, for special events.  

10.  CONFLICT OF INTEREST:

 A conflict of interest situation would be deemed to have arisen, when an individual's interest is perceived to be inconsistent with or is in conflict with the business interest of the Company. One should avoid such conflict of interest with the Company. However, in case such a situation arises, he shall, on becoming aware of the same, make full and true disclosure of all facts and circumstances thereof to the Company. Some of the situations wherein a conflict of interest may be deemed to have arisen are elucidated below: a) pecuniary benefit where one’s conduct is likely to confer a pecuniary benefit to oneself or in favor of any relative(s) or in favor of any

Company, body corporate or firm where one or one’s relative is an employee, member, director or partner. b) Related Party Transactions Where one enters into transaction(s)/arrangement(s) (directly or indirectly through relatives) with companies, bodies corporate or firms, for personal gain, which may conflict with the business interest of the Company.  c) Corporate Opportunities Where one uses and/or exploit’s for personal gain, opportunities that rightly belong to the Company or are discovered through the use of one’s position or through the Company’s image, property or information.  d) Outside Directorships it is a conflict of interest to serve as a director of any company that competes with the Company. Directors/ Senior Management must first obtain approval from the Company’s Board/Managing Director before accepting a directorship.   

11.  PROTECTION & PROPER USE OF COMPANY’S ASSETS & RESOURCES:

All the assets of the Company are properly used optimally in the best business interest of the Company. The Board Members and the Senior Management team shall:  a) Ensure that equipment/ facilities/ amenities provided to him/her by the Company for Discharge of his/her duties in terms of his employment are used with proper care and diligence and return the possession thereof upon his resignation, termination or retirement from the services of the Company, as the case may be.  b) Ensure that proprietary information and trade secrets belonging to the Company, including any information concerning pricing, products and services that are being developed, internal system designs and other such trade secrets are held in strict confidence and due care is exercised to avoid inadvertent and inappropriate disclosure. Such information shall be used in the manner as required or mandated and as a part of the duties assigned and not for personal gain.  c) Ensure that all other personal and financial information relating to the customers, associates and stakeholders of the Company is accessed, used and disclosed accordance with the policies, systems and controls laid down by the Company, from time to time d) Take steps to use and protect the Company’s assets and ensure their efficient use as also use the assets only for the legitimate business purposes of the Company or such other purposes as may be authorized by the Management.   

12. DEALING IN THE COMPANY’S SECURITIES: As the Company’s securities are listed, the Company is committed to comply with securities laws in all jurisdiction in which its securities are listed. The Company prohibits its Directors / Senior Management and those who could be considered as Insiders from any fraudulent and unfair trade practices in the securities market, with regards to the securities of the Company or of any other company with whom the Company has business dealing to the best of their knowledge.  Further Directors are prohibited from indulging in forward dealings in the securities of the company or in its holding, subsidiary or associate Company. Hence, no director of a company shall buy in the company, or in its holding, subsidiary or associate company—  (a) a right to call for delivery or a right to make delivery at a specified price and within a specified time, of a specified number of relevant shares or a specified amount of relevant debentures; or  (b) a right, as he may elect, to call for delivery or to make delivery at a specified price and within a specified time, of a specified number of relevant shares or a specified amount of relevant debentures.

13.  PREVENTION OF INSIDER TRADING:

 The Board Members and the Senior Management team shall comply with the Code of conduct for prevention of Insider Trading in dealing with securities of the Company. 

14. GENDER FRIENDLY ENVIRONMENT:

The Board Members and the Senior Management team shall:  Practice a conduct that promotes equality of gender, class and caste and should promote the same values and also exercise their duties in a manner that encourages healthy personal and career growth of the employees of the Company. Not conduct themselves in such manner as would be construed to be an incident of sexual harassment at the workplace.  Constitute Internal Complaint Committee (ICC) in which half of the committee members would be women to encourage women employees to report any harassment concerns and be responsive to any complaints of harassment or other unwelcome and offensive conduct at office and/or other places by persons in position or otherwise by any male employee. The committee shall consider and redress complaints of sexual harassment. 

15.  REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOUR:

 The Company shall promote ethical behavior in all its business activities.  Employees are free to report existing/probable violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the Management to the workgroups. Such reports received from any employee will be reviewed from time to time.  In accordance with the Company’s Whistle-blower Policy the Directors / Senior Management Personnel shall not attempt to suppress/conceal any such view or reporting.  The confidentiality of those reporting violations shall be protected and they shall not be subjected to any discriminatory practices.  

16.  OCCUPATIONAL HEALTH AND SAFETY:

Covered Parties must abide by the Company's standards in safety matters, do their part to maintain a healthy and safe work environment and take necessary steps to ensure their own safety and the safety of others.  

17. COMMITMENT TO HUMAN RIGHTS:

 It is envisaged that our code of conduct and governance principles directly and indirectly value and protect human rights. We seek to conduct our business in a manner that respects the human rights and dignity of people. We play a role in the elimination of human rights abuses such as child labour, human trafficking and forced labour.  

18.  NO RIGHTS CREATED:

This Code sets forth guidelines for conduct for the Board of Directors and Senior Management Personnel. It is not intended to and does not create any rights in any Director or Senior Management Personnel, client, supplier, customer, shareholder, or any other person or entity.  

19.  PLACEMENTS OF THE CODE ON WEBSITE:

Pursuant to Clause 49 of the Listing Agreement, this Code and any amendment there to shall be posted on the website of the Company.        

20.  ANNUAL COMPLIANCE REPORTING:

 In terms of Clause 49 of the Listing Agreement, all Board Members and Senior Management Personnel shall affirm compliance of this Code within 30 days of close of every financial year. The Annual Report of the company shall contain a declaration to this effect signed by the Managing Director/ Chief Financial Officer (CEO/MD/CFO) of the Company. The Annual Compliance Report shall be forwarded to the Company Secretary. If any Director /Senior Management Personnel separates from the Company any time during a financial year, he shall send a communication vide Annexure-V to Company Secretary affirming compliance of the Code till the date of his association with the Company.  The Chief Financial Officer (CFO) or any other person heading the finance function of the Company shall certify to the Board that there are, to the best of their knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of this Code.  

21.  ACKNOWLEDGEMENT OF RECEIPT OF THE CODE:

 All Board Members and Senior Management Personnel shall acknowledge receipt of this Code or any modification(s) thereto, in the acknowledgement form as at Annexure- VI and forward the same to the Company Secretary indicating that they have received, read, understood and agreed to comply with this code.  

22.  ENFORCEMENT OF CODE OF CONDUCT:

 Each Board Member and Senior Management Personnel shall be accountable for fully complying with this Code. 

23. WAIVERS:

 Any waiver of any provision of this Code of Conduct for a Director, senior management personnel must be placed for approval before the Company’s Board of Directors.

24.  NON ADHERENCE:

 Any instance of non-adherence to the Code of Conduct / any other observed unethical behavior on the part of those covered under this Code should be brought to the attention of the immediate reporting authority, who shall in turn report the same to the Head of Human Resource Department. 

25. CONSEQUENCES OF NON-COMPLIANCE OF THIS CODE:

In case of breach of this Code by the Non Whole-time Directors, the same shall be considered by the Board of Directors for initiating appropriate action, as deemed necessary.  In case of breach of this Code by the Whole-time Directors and Senior Management Personnel will not be tolerated and will result in disciplinary action, including termination of employment where appropriate.

26. ETHICS COMMITTEE:

 The Nomination and Remuneration Committee of the Board would be designated as the Ethics Committee and shall be responsible for establishing conditions to help Directors embrace the Code of Conduct and for making sure it is properly complied. The Committee will ensure that Directors are familiar with the Code of Conduct, understand its principles and comply them. It will also provide individual feedback and assistance and look into complaints/queries, if any, in this regard.

27. AMENDMENTS TO THE CODE:

 The provisions of this Code can be amended /modified by the Board of Directors of the Company from time to time and all such amendments/modifications shall take effect from the date stated therein.

By Order

Management

Samad Consultancy Services