Spouse, parent, brother, sister, child or step-child

A body corporate with which the Director / Senior Management Person(s) is associated.

A person acting as the Trustee of any trust, the beneficiaries of which includes the Director / Senior Management person at (a) above or the body corporate at (b) above.

A person acting as a partner or any person who by virtue of (a) – (c) above is connected with the Director / Senior Management Person(s).

an opportunity in the Company’s line of business or proposed expansion or diversification,

which the Company is financially able to undertake and

which may be of interest to the Company. A director who learns of such a corporate business opportunity and who wishes to participate in it should disclose the opportunity to the Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in the opportunity, then, and only then, may the director participate in it, provided that the director has not wrongfully utilized the Company's resources in order to acquire the opportunity.

Directors / Senior Management Person(s) are expected to dedicate their best efforts to advancing the Company's interests and to make decisions for the Company's best interests and independent of outside influences.

A conflict of interest occurs when one’s private interests interfere in any way, or even appear to interfere, with the interests of the Company. A conflict situation can arise when a director / Senior Management person takes actions or has interests that make it difficult to perform his/her duties for the Company objectively and effectively. A director’s / Senior Management person’s obligation to conduct the Company's business in honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships.

A director / Senior Management person who has an actual or potential conflict of interest, including any of the situations described above, must disclose to the Board / to the Chairman / Managing Director / Whole-Time Director

When acting on behalf of PRIME PROPERTY DEVELOPMENT CORPORATION LIMITED, Directors / Senior Management person should never request gifts, entertainment or any other business courtesies from people doing business with the Company (including suppliers, customers, competitors, contractors and consultants).

Unsolicited gifts are permissible if they are customary and commonly accepted business courtesies; not excessive in value; and given and accepted without an express or implied understanding that the Director / Senior Management Person (s) is in any way obligated by acceptance of the gift. Meals in the ordinary course of business and infrequent meals and entertainment, such as cultural or sporting events, that are attended by both the Director / Senior Management person and the giver are not considered gifts.

Gifts of cash or cash equivalents (including gift certificates, securities, below-market loans, etc.) of any amount are prohibited.

Directors / Senior Management Person(s) have responsibility to safeguard and properly use Company’s assets and resources, as well as assets of other organizations that have been entrusted to the Company. Except as specifically authorized, Company assets, including Company equipment, materials, resources and proprietary information, must be used for Company business purposes only.

Directors / Senior Management Person(s) shall maintain confidentiality of information entrusted to them by the Company. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for personal gain or advantage of Director / Senior Management person or anyone other than the Company.

Directors / Senior Management Person(s) shall endeavor to deal fairly with the Company’s Customers, Suppliers, Competitors and Employees and shall never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

The Company is committed to compliance with all laws, rules and regulations that govern the conduct of our business. Directors / Senior Management Person(s) must ensure compliance with all laws, rules and regulations governing the business of the Company.

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Board of India, the Stock Exchange, Registrar of Companies and in other public communications made by the Company. Directors / Senior Management person(s) must abide by the applicable Company policies and procedures designed to promote compliance with all such security laws.

All directors and officers of the company shall comply with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time.

Trading Window is open for officers and directors of the company to buy or sell company’s securities, except the period for which the Trading Window is closed.

Trading Window shall be closed seven days before and upto two days after each Board Meeting to conduct business items as mentioned in SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time.

Directors / Senior Management Person(s) are prohibited by Company policy and SEBI Regulations from buying or selling securities of the Company when in possession of unpublished Price Sensitive Information. They also shouldn’t disclose such information to outsiders until such information is publicly released as per SEBI guideline and any other legal requirement. Directors / Senior Management Person(s) are subject to additional requirements relating to reporting and effecting transactions in Company securities under the applicable regulations.

While the Company competes vigorously and creatively in its business activities, its efforts in the marketplace must be conducted in accordance with all applicable Competition Act and Regulations. Directors / Senior Management person shall not engage in any activity in violation of applicable Competition Act.

The various branches and levels of government have different laws restricting gifts, including meals, entertainment, and transportation and lodging, that may be provided to Government Officials and Government Employees. Directors / Senior Management Person(s) should not offer to or pay for meals, travel, lodging or any other expenses for Government Officials in connection with the Company or Company business without first consulting with the Legal Counsel.

The Company will not make political contributions from corporate resources to any political party, candidate or holder of public office, or political committee in violation of section 293A of the Companies Act, 1956.

Company directors / Senior Management Person(s) must comply with applicable laws and Company policy with respect to causing the Company to make political contributions. Directors / Senior Management Person(s) will not be reimbursed or otherwise compensated for any personal political contribution.

Suspected violations of this Code must be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations would be appropriately investigated. Directors / Senior Management Person(s) who violate this Code may be subject to sanctions, up to and including a request to resign as Director or the Board’s seeking removal of the Director / Senior Management Person(s), where permitted by applicable law.

A director / Senior Management person charged with a violation of this Code shall not participate in any vote at Committee Meeting(s) or the Board Meeting(s) concerning his/her alleged violation, but may remain present at such meeting(s) that may be convened for that purpose.

Any waiver of the Directors’ / Senior Management person’s Code shall be approved by the Board of Directors and publicly disclosed as required by law or regulation.

This Directors' / Senior Management Person(s)’s Code sets forth guidelines for conduct of Directors / Senior Management person. It is not intended to and will not create any rights in favour of any Director, Officer, Employee, Client, Supplier, Competitor, Shareholder or any other person or entity.