Tube Investments of India Limited’s (TII) commitment to ethical and lawful business conduct is a fundamental shared value of the Board of Directors, the senior management and all other employees of the Company.

Consistent with its Values and Beliefs, TII has formulated the following Code of Conduct as a guide. The Code does not attempt to be comprehensive or cover all possible situations. It encourages the TII team to take positive actions, which are not only commensurate with the Values and Beliefs, but are also perceived to be so. TII expects all its employees to implement the Code in its true spirit and in case of any doubt or confusion, to consult his/her immediate superior, the head of HR or the CEO as relevant.

This Code of Conduct is applicable to the Directors and Senior Management personnel which includes executives who are in the grade of General Manager and above; all executives directly reporting to the Chief Executive and Company Secretary.

In performing their functions, the directors and senior management of the Company shall:

• act honestly, diligently and in good faith and integrity in all their dealings with and for the Company.

• not use any confidential information obtained by them in the course of their official duty, whether from the Company or otherwise, for personal gain, or use / allow the use of such information for the financial benefit for any other person.

• not engage in any business, relationship or activity, which might detrimentally conflict with the interest of the Company.

• maintain the principle of need to know and also confidentiality of all material non-public information about the Company, its business and affairs.

• abide by all applicable laws and regulations including the Company's Prohibition of Insider Trading code.

• not use their status to seek or accept any personal gains or favours from those doing or seeking to do business with the Company or from other employees of the company.

• not accept gifts in cash or kind, either by themselves or by their close family members, particularly if this is likely to lead to a business relationship with the company. (However, an exception to this may be made for non cash gifts upto a value of Rs.2000/, and for items that can be reciprocated such as tickets to events, business meals etc. If refusing a gift beyond this value, would affect a relationship with the company, the gift may be accepted and handed over to the company.)

• not share any information regarding the Company, its business and/or affairs with media without the prior approval of the Corporate Disclosure Officer.

• not employ any of their relatives or deal with them on Company’s behalf without proper authorization, obtained after disclosing their relationship.

• treat all employees with dignity, respect and concern and treat them on parity at all times.

In addition, in performing their Board and Board Committee functions, the directors shall:

• not hold position of Director/Advisor with a competitor Company

• Inform the Chairman of changes in their interests that may interfere with their ability to perform their duties, and in the case of “independent directors”, impact their independence as a Board member.

This Code embodies the belief that acting always with the company’s legitimate interest in mind and being aware of the company’s responsibility towards its stakeholders is an essential element of the company’s long term excellence.

All Directors and senior management personnel shall affirm compliance with this code on an annual basis.