INTRODUCTION:

Kreo Capital Private Limited believes in conducting business in accordance with the highest standards of business ethics & fulfilling our obligations in prompt, ethical & professional manner. We endeavor to exercise due diligence, ensure proper care and exercise independent professional judgement while performing our duties as merchant bankers.

Ethical conduct is critical to our business. Accordingly, we are expected to uphold these standards in day-to-day activities, and comply with all applicable laws, rules and regulations, policies and procedures adopted by the Company that govern the conduct of business. Further, these are essential so that we can conduct our business in accordance with our stated values.

This Code of Conduct & Ethics has been prepared in compliance with 13th Regulation of Schedule III of SEBI (Merchant Bankers) Regulations, 1992.

We hereby affirm that we shall,

1. We shall make all efforts to protect the interests of investors.
2. We shall maintain high standards of integrity, dignity and fairness in the conduct of business.
3. We shall fulfil our obligations in a prompt, ethical, and professional manner.
4. We shall at all times exercise due diligence, ensure proper care and exercise independent professional judgment.
5. We shall endeavor to ensure that—
   • inquiries from investors are adequately dealt with;
   • grievances of investors are redressed in a timely and appropriate manner;
   • where a complaint is not remedied promptly, the investor is advised of any further steps which may be available to the investor under the regulatory system.
6. We shall ensure that adequate disclosures are made to the investors in a timely manner in accordance with the applicable regulations and guidelines so as to enable them to make a balanced and informed decision.
7. We shall endeavor to ensure that the investors are provided with true and adequate information without making any misleading or exaggerated claims or any misrepresentation and are made aware of the attendant risks before taking any investment decision.
8. We shall endeavor to ensure that copies of the prospectus, offer document, letter of offer or any other related literature are made available to the investors at the time of issue or the offer.
9. We shall not discriminate amongst our clients, save and except on ethical and commercial considerations.
10. We shall not make any statement, either oral or written, which would misrepresent the services that we are capable of performing for any client or has rendered to any client.
11. We shall avoid conflict of interest and make adequate disclosure of interest.
12. We shall put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of business or where any conflict of interest arises, shall take reasonable steps to resolve the same in an equitable manner.
13. We shall make appropriate disclosure to the client of possible source or potential areas of conflict of duties and interest while acting as merchant banker which would impair our ability to render fair, objective and unbiased services.

1. We shall always endeavor to render the best possible advice to the clients having regard to their needs.
2. We shall not divulge to anybody either orally or in writing, directly or indirectly, any confidential information about clients which has come to our knowledge, without taking prior permission of clients, except where such disclosures are required to be made in compliance with any law for the time being in force.
3. We shall ensure that any change in registration status/any penal action taken by the Board or any material change in the merchant banker‘s financial status, which may adversely affect the interests of clients/investors is promptly informed to the clients and any business remaining outstanding is transferred toanother registered intermediary in accordance with any instructions of the affected clients.
4. We shall not indulge in any unfair competition, such as weaning away the clients on assurance of higher premium or advantageous offer price or which is likely to harm the interests of other merchant bankers or investors or is likely to place such other merchant bankers in a disadvantageous position while competing for or executing any assignment.
5. We shall maintain arms length relationship between merchant banking activity and any other activity.
6. We shall have internal control procedures and financial and operational capabilities which can be reasonably expected to protect operations, clients, investors and other registered entities from financial loss arising from theft, fraud, other dishonest acts, professional misconduct or omissions.
7. We shall not make untrue statement or suppress any material fact in any documents, reports or information furnished to the Board.
8. We shall maintain an appropriate level of knowledge and competence and abide by the provisions of the Act, regulations made thereunder, circulars and guidelines, which may be applicable and relevant to the activities carried on by us. We shall also comply with the award of the Ombudsman passed under the Securities and Exchange Board of India (Ombudsman) Regulations, 2003.
9. We shall ensure that the Board is promptly informed about any action, legal proceedings, etc., initiated against us in respect of material breach or non-compliance by us, of any law, rules, regulations, directions of the Board or of any other regulatory body.
10. (a) We or any of our employee shall not render, directly or indirectly, any investment advice about any security in any publicly accessible media, whether real-time or non-real-time, unless a disclosure of his interest including a long or short position, in the said security has been made, while rendering such advice.
    (b) In the event of our employee rendering such advice, we shall ensure that such employee shall also disclose the interests, if any, of himself, his dependent family members and the employer merchant banker, including his long or short position in the said security, while rendering such advice. We shall demarcate the responsibilities of the various intermediaries appointed by us clearly so as to avoid any conflict or confusion in their job description.

1. We shall provide adequate freedom and powers to our compliance officer for the effective discharge of the compliance officer’s duties.
2. We shall develop our own internal code of conduct for governing internal operations and laying down our standards of appropriate conduct for our employees and officers in carrying out their duties. Such a code may extend to the maintenance of professional excellence and standards, integrity, confidentiality, objectivity, avoidance or resolution of conflict of interests, disclosure of shareholdings and interests, etc.

1. We shall ensure that good corporate policies and corporate governance are in place.
2. We shall ensure that any person we employ or appoint to conduct business is fit and proper and otherwise qualified to act in the capacity so employed or appointed (including having relevant professional training or experience).
3. We shall ensure that we have adequate resources to supervise diligently and does supervise diligently persons employed or appointed by us in the conduct of business, in respect of dealings in securities market.
4. We shall be responsible for the Acts or omissions of our employees and agents in respect of the conduct of our business.
5. We shall ensure that the senior management, particularly decision makers have access to all relevant information about the business on a timely basis.
6. We shall not be a party to or instrument for—

• creation of false market;
• price rigging or manipulation; or
• passing of unpublished price sensitive information in respect of securities which are listed and proposed to be listed in any stock exchange to any person or intermediary in the securities market.

The Company’s Board is responsible for approving and issuing the Code. The Board of Directors must approve any changes to the Code.