CODE OF CONDUCT AND ETHICS FOR THE DIRECTORS & KEY MANAGEMENT PERSONNEL

This Code of Conduct shall be called “The Code of Conduct and Ethics for the Board Members and Key Management Personnel” of Shri Matre Power and Infrastructure Ltd. herein after referred to as “the Company.”

All the Directors and Key Management Personnel are responsible to carry out their duties in an honest, fair, diligent and ethical manner, within the scope of the authority conferred upon and in accordance with the laws, rules, regulations, agreements, guidelines, standards and internal policies, including such other requirements which are incidental thereto.   They have a duty to make decisions and implement policies in the best interests of the Company and its stakeholders.

The Board of Directors of the Company has adopted this Code of Conduct and Ethics as a testimony of its commitment to adhere to the standards of loyalty, honesty, integrity and the avoidance of conflicts of interest.

They shall act in good faith, with responsibility, due care, competence, diligence and independence; Act in a manner to enhance and maintain the reputation of the Company; And treat their colleagues with dignity and shall not harass any of them in any manner.

The Directors and Key Management Personnel shall respect and obey the laws of the jurisdictions in which the Company operates and comply with all applicable laws, rules, regulations, agreements, guidelines, standards and internal policies, including other requirements incidental thereto.

Related parties: The policies and procedures of the Company expect that the Directors and Key Management Personnel avoid conduct of business of the Company with their relatives or their significantly associated Companies, firms and other businesses. In case of conflicts, disclosure shall be made to the Board of Directors and its approval shall be obtained before proceeding further.

Gifts: The Directors and Key Management Personnel of the Company shall not accept any personal gifts that, because of their value or the time at which they are offered, could be interpreted to adversely affect business decisions or likely to compromise their personal or professional integrity.

Protection and proper use of the Company’s Assets: The Directors and Key Management Personnel shall protect the Company’s assets and ensure their efficient use. All Company assets should be used for legitimate business purposes. Company’s assets should not be used for other than business requirements of the Company. Incidental personal use, if reasonable, does not amount to violations under this Code.

Confidentiality of information: The Directors and Key Management Personnel must maintain the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors, until and unless authorized or legally required to disclose such information; and shall not use confidential information and other corporate opportunities for their personal advantage.

Disclosures standards

As a Listed entity, the Company is committed to full, fair, accurate, timely and understandable disclosure in reports and documents that it files with, or submits to, the regulatory authorities, SEBI, Stock Exchanges and in other public communications of the Company.

In support of this commitment, the Directors and Key Management Personnel shall be responsible for establishment and compliance with the disclosure and reporting requirements and internal controls over financial reporting.

Competition and Fair Dealing

All Directors and Key Management Personnel are obligated to deal fairly with each other, the Company’s associates and with the Company’s customers, suppliers, competitors and other third parties. Directors and Key anagement Personnel should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or any other unfair dealing or practice. They should not discriminate on the basis of gender, race, nationality, caste and creed.

Compliance with Code

Any violations of the Code shall be promptly reported to the Compliance Officer. The Directors and Key Management Personnel abide shall ready fully and abide by the code of conduct.

                  Sd/-                                                                             Sd/-                                                              Sd/-

           D.V. Manohar                                                             T. Lalitha Devi                                               Mr. Padmanabham

Chairman  & Managing Director                              Company Secretary & Compliance Officer                          Chief Financial Officer