Ethical business conduct is critical to the business carried on by the Company. Keeping this mind the Board of Directors of the Company have adopted the Code of Conduct and Ethics which helps maintain the standards of business conduct for the Company and ensures compliance with legal requirements.

The purpose of the code is to deter wrongdoing and promote ethical conduct. The matters covered in this code are of utmost importance to the Company, our shareholders and our business partners.

The code of conduct is designed to assist in defining appropriate personal and professional conduct, to provide guidance in the identification and resolution of ethical issues, and to help the members of the Board, members of the Senior Management and officers of the Company to maintain the culture of honesty, integrity, transparency and accountability. Since no code or policy can anticipate every situation that may arise, this Code is intended to provide guidance for handling unforeseen situations which may arise.

Each Director, members of the Senior Management and officers must comply with the letter and spirit of this Code.

For the purpose of this Code, 'Senior Management' would comprise members of the management one level below the executive directors, including all functional heads.

APPLICABILITY OF CODE TO DIRECTORS, MEMBERS OF THE SENIOR MANAGEMENT AND OFFICER OF THE COMPANY

The Code applies to the members of the Board of Directors, members of the Senior Management and officers of the Company.

All Directors, Senior Management and officers of the Company must respect and comply with all laws, rules and regulations of India and other countries in which the Company conducts its business. Violating the law must be avoided under all circumstances, especially violations punishable by imprisonment, monetary penalties and fines.

Each Director ,every member of the Senior Management and every officer should endeavour to avoid any conflict of interests with the Company. A 'conflict of interest' exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. The Directors, members of the Senior Management and officers must avoid situations involving actual or potential conflict of interest.

Conflict of interest may also arise when a Director or a member of the Senior Management or an officer or members of his or her family, or an organisation with the Director or Senior Management is affiliated, receives improper benefits as a result of the Director's or Senior Management's or officer's position.

Any situation that involves or may involve a conflict of interest must be promptly disclosed to the Company's Compliance Officer or Chairman of the Audit Committee. No transaction which involves an actual or potential conflict of interest should be undertaken without prior approval of the Compliance officer and the Whole Time Director and Group President / Managing Director and in case of Directors with the approval of the Board of Directors.

Each Director, member of the Senior Management and officer should endeavour to deal fairly with the Company's customers, suppliers, dealers, investors, competitors and employees. No Director or member of the Senior Management or officer of the Company should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

In addition to strict compliance with all legal aspects , all Directors, members of the Senior Management and officers are expected to observe the highest standards of business and personal ethics in the discharge of their assigned responsibilities.

Under no circumstances the Directors, Members of the Senior Management or the officers of the Company shall solicit, accept or agree to accept anything of value for the benefit of any person from anyone doing or seeking to do business with the Company that is perceived as intended, directly or indirectly, to influence any business decision. Invitations from business partners, especially suppliers may only be accepted if the occasion and the scope of the invitation are appropriate and if refusing the invitation is discourteous.

The Directors, members of the Senior Management and officers shall not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company's Board of Directors and the Board of directors declines to pursue such opportunity.

Directors, members of the Senior Management and officers are prohibited from (a) taking for themselves personally any opportunity that properly belongs to the Company or is discovered through the use of corporate property, information, or position; (b) using corporate property, information, or position for personal gain; and (c) competing with the Company.

If a Director or a member of the Senior Management or an officer reasonably believes that a contemplated transaction might be a corporate opportunity or a competitive transaction, the Director or member of the Senior Management or officer should make full disclosure to the entire Board through the appropriate channel and seek its authorisation to pursue such transaction.

The Company's confidential information is a valuable asset. The Company's confidential information includes product information, product plans and list of customers, dealers and employees and financial information. All confidential information must be used for Company business purpose only. Every Director member of the Senior Management and officer must safeguard it.

The Directors, members of the Senior Management and officers must maintain the confidentiality of the information entrusted to their knowledge by the Company or its customers and any other information which comes to them about the Company, except when disclosure is authorized or legally required. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company if disclosed.

All Directors, members of the Senior Management and employees at all levels should protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have direct impact on the Company's profitability.

Encouraging The Reporting Of Illegal Or Unethical Behaviour

Directors and members of the Senior Management should endeavour to ensure that the Company (a) encourages employees to talk to their superiors and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violation of laws, rules, regulations or the Company's Code of Conduct to appropriate personnel; (c) informs employees that the Company will not allow retaliation for reports made in good faith.

It is prohibited to trade in securities or to tip others to trade in securities of Raymond Ltd. on the basis of insider information before it is made available to the public and information about the event has been sufficiently disseminated in public to enable investors to evaluate it. 'Insider information' means any information which is not public knowledge and which can be used to influence an investor's decision to purchase, sell or keep a security.

Insider trading rules are strictly enforced, even in instances when the financial transactions seem small. The Company has imposed a trading blackout period on members of the Board of Directors, Senior Management and officers who, as a consequence of their position with the Company, are more likely to be exposed to material non-public information about the Company. These Directors, members of the Senior Management team and officers are prohibited from trading in company's securities during the blackout period.

To avoid the appearance that any Director, member of the Senior Management or officer is trading on inside information, no Director or member of the Senior Management or officer directly or indirectly should engage in short sales or trade in puts, calls or other options on the securities of the Company.

The purpose of this policy is both to inform of the legal responsibilities and to make clear to the directors, members of the management team and officers of the company that the misuse of sensitive information is contrary to Company policy and applicable securities regulation laws of India.

Further information on insider trading is outlined in 'Raymond Directors and Designated Employees Code of Conduct for Prevention of Insider Trading'.

This Code can be found on the Company's website at http://www.raymondindia.com

Any waiver of any provision of this Code for Director or Senior Management of the Company or officer may be granted only by the Board of Directors, upon recommendation of the Audit Committee and shall be promptly disclosed as required by any applicable law. Any waiver must be accompanied by appropriate controls designed to protect the Company.

Each Director. member of the Senior Management of the Company and officer is expected to monitor his or her personal compliance with this Code. An Annual reaffirmation of compliance with this Code is required of all Directors and all members of the Senior Management of the Company.