CODE OF CONDUCT

INTRODUCTION

Ultramarine & Pigments Limited has formalized a code of conduct (the Code) for the members of the Board of Directors and Senior Management.

The Code of Conduct and Ethics is promulgated by the Board of Directors of the Company to promote honest and ethical conduct and comply with applicable Laws, Rules and Regulations. Each Director and Senior Management must comply with the letter and spirit of this Code.

APPLICABILITY OF CODE TO DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY

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

1. COMPLIANCE WITH LAW

All Directors and Senior Management 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

2. CONFLICT OF INTEREST

Each Director and Senior Management shall endeavour to avoid any conflict of interests with the Company. A ‘conflict of interest’ exists when a Director’s or Senior Management’s personal or professional interest is adverse to, or may appear to be adverse to, the interests of the Company.

3. FAIR DEALING

Each Director and Senior Management shall endeavour to deal fairly with the Company’s customers, suppliers, dealers, investors, competitors, officers and employees.

4. GIFTS AND BUSINESS ENTERTAINMENT

No Director or Senior Management of the Company shall solicit, accept or agree to accept anything of value for the benefit from anyone doing or seeking to do business with the Company.

5. CORPORATE OPPORTUNITY

Directors and Senior Management 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 Senior Management reasonably believes that a contemplated transaction might be a corporate opportunity or a competitive transaction, the Director or Senior Management should make full disclosure to the entire Board and seek its authorisation to pursue such transaction.

6. CONFIDENTIALITY

Directors and Senior Management 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 authorised or legally required. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company if disclosed.

7. INSIDER TRADING

Obligations under Indian securities laws apply to everyone as the Company is listed on the Indian stock exchanges. In the normal course of business, Officers of the Company may come into possession of significant, sensitive information. This information is the property of the Company. The Directors and Senior Management have been entrusted with it. The Directors and Senior Management may not profit from it by buying or selling securities themselves. Further they are not to tip others to enable them to profit or for them to profit on the Directors’ and Senior Management’s behalf. The purpose of this Code is both to inform the Directors and Senior Management of their legal responsibilities and to make clear to them that the misuse of sensitive information is contrary to Company policy and applicable Indian Securities laws.

Insider trading is a crime, penalized by fines and imprisonment for individuals. In addition, the Securities and Exchange Board of India may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading. Insider traders must also disgorge any profits made, and are often subjected to an injunction against future violations. Finally, insider traders may be subjected to civil liability in private lawsuits.

Insider trading rules are strictly enforced, even in instances when the financial transactions seem small. The Directors and Senior Management should read the Insider Trading Rules of the Company carefully, paying particular attention to the specific policies and the potential criminal and civil liability and / or disciplinary action for insider trading violations. They should comply with the Company’s Insider Trading Rules, follow the pre-clearance procedures for trading and trade only during a trading window.

Officers of the Company who violate this Policy will also be subject to disciplinary action by the Company, which may include termination of employment or of business relationship. All questions regarding the Company’s Insider Trading Rules should be directed to the Compliance Officer.

8. PROHIBITION AGAINST SHORT SELLING OF COMPANY STOCK

No Officer may, directly or indirectly, sell any equity security, including derivatives, of the Company in violation of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003.

9. PROTECTION AND PROPER USE OF COMPANY’S ASSETS

All Directors and Senior Management should protect the Company’s assets and ensure their efficient use. All Company assets should be used for legitimate business purpose only

10. ENCOURAGING THE REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOUR

Directors and 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 persecution/retaliation for reports made in good faith.

11. ADMINISTRATION AND WAIVER

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

12. MONITORING CODE COMPLIANCE

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