Code of Conduct for Directors and Employees of Persistent Group

Preamble

This Code of Conduct (the “Code”) has been adopted by Persistent Systems Limited for its Directors and all Employees of Persistent Group under Regulation 17(5)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This Code is expected to help maintain high standards of business conduct for the Company (as defined below) and to promote ethical conduct. This Code is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship, and exemplary personal conduct. Directors and Employees must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders / stakeholders. Directors and Employees should ensure that they do not derive any undue personal benefit because of their position in the Company and / or exposure to certain confidential information coming to their knowledge.

With a view to maintain the high standards that the Company (as defined below) requires, the following Code should be observed by Directors and Employees of Persistent Group while carrying out business of the Company (as defined below).

Definition

Board shall mean the Board of Directors of various Companies of Persistent Group i.e., Persistent Systems Limited and its subsidiaries and step-down subsidiaries.

Company shall mean Persistent Systems Limited and its subsidiaries, step-down subsidiaries and shall also include any new corporate forms it assumes in the future.

Employees means all employees of the Company, its subsidiaries, step-down subsidiaries (Persistent Group) whether in India or overseas and shall refer to them collectively as well as individually.

Compliance Officer shall mean the Company Secretary, or the Chairperson of the Ethics Committee of the company as authorized by the Board of Directors of Persistent Systems Limited from time to time to be the Compliance Officer for the purposes of the Code, who will be available to Directors and Employees to answer questions arising out of the Code.

Policy

Honesty and Integrity

Directors and Employees shall act on behalf of the Company and on their personal behalf, with honesty, integrity, and fairness. Directors and Employees shall act in good faith, responsibility, with due care, skill, competence, and diligence, without allowing their independent judgment to be subordinated. Directors shall fulfill the fiduciary obligations and act in the best interests of the Company, its stakeholders and for the protection of environment.

Conflict of Interest

Employees, at all times, shall avoid any actual, potential or perceived conflict of interest arising from their personal financial dealings. Accordingly, employees shall not, directly or indirectly (Indirect Interest includes any financial interest held by or through the employee, whether individually or jointly, including interests held via immediate or extended family members, nominees, trusts, partnerships, pooled vehicles, portfolio management services (discretionary or non‑discretionary), investment advisers, or any other arrangement through which the employee exercises control, influence, voting rights, or derives economic benefit whether for their own benefit or for the benefit of any third party) invest in, acquire, hold, or trade in any kind securities (includes any kind of Securities as defined under Sec. 2 (h) under the Securities Contract Regulations Act, 1956 which includes but not limited to shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities of a like nature in or of any incorporated company or other body corporate; derivatives, units or any other instrument issued by any collective investment scheme to the investors in such schemes, security receipt as defined in the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002); or arrangements that provide direct or indirect economic exposure to an underlying security or ownership interest), or other ownership interests of any key customer, supplier, strategic business partner, competitor, or any other entity with which the Company has a current, proposed, or reasonably foreseeable material or significant business or commercial relationship, where:

a) such investment exceeds the materiality thresholds prescribed under applicable laws, regulations, or Company policies; or

b) such investment could reasonably be perceived to influence, impair, or conflict with the employee’s independent business judgment, decision making, or performance of official duties; or

c) the employee has access to confidential, proprietary, commercially sensitive, or unpublished price sensitive information relating to such entity.

Further employees who possess material non public information (“MNPI”) or unpublished price information (“UPSI”) relating to the Company or any third party shall strictly comply with , applicable securities laws and Company policies and are prohibited from buying, selling, pledging, gifting or otherwise dealing in the Company’s securities, or the securities of such third party, whether directly or indirectly, until such information becomes public.

This restriction shall not apply to ownership of stocks, bonds, or other securities of companies listed on a public securities exchange/s, solely where the amount of the value/interest is less than 0.5% of the issued and outstanding value of the relevant class of such securities, and provided that such holding is purely passive in nature and does not otherwise give rise to a conflict of interest.

Where the beneficial ownership interest equals or exceeds 0.5% or where a conflict of interest may otherwise arise irrespective of the percentage held, the employee shall promptly and fully disclose the proposed or existing investment and obtain prior written approval from the Corporate Secretarial Department (corpsec@persistent.com) with a copy to the employee’s Reporting Manager/BU Head.

Such investment may be made or continued only after receipt of the required two approvals and strictly subject to any conditions imposed to mitigate potential conflict of interest. Any upward revision to the abovementioned investment already made by the employee in the past, shall require a fresh prior approval by the employee.

Employees shall make timely accurate, and complete disclosures of such interests, where required, and shall comply with all applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company’s Code of Conduct, Acceptable Use Policy, and other policies governing ethical conduct, prevention of insider trading, and the use and protection of confidential and MNPI, UPSI.

Disclosures made under this clause shall be treated as confidential and accessed on a need to know basis. Notwithstanding the foregoing, the Company reserves the right to verify, audit, and seek supporting documentation regarding such disclosures, to the extent permitted by law. Obligations concerning confidentiality, insider trading, survive cessation of employment and continue to bind the employee thereafter in case of misuse of UPSI/MNPI after cessation of employment.

Any non compliance with this clause, whether intentional or otherwise, including failure to disclose or unauthorized dealing in securities, shall be treated as a violation of Company policy and applicable law and may result in disciplinary action, including but not limited to suspension, termination of employment, initiate any other action available under applicable laws, and reporting to regulatory authorities, as deemed appropriate by the Company.

Corporate Opportunities

Directors shall not exploit for their own personal gain, opportunities that are discovered through the use of Company’s property, information or position, unless the opportunity is disclosed fully in writing to the Managing/Executive Director of Persistent Systems Limited and the Managing Director approves to pursue such opportunity through the Compliance Officer.

Employees shall not exploit for their own personal gain, opportunities that are discovered through the use of Company’s property, information or position, unless the opportunity is disclosed fully in writing to the Ethics Committee of Persistent Systems Limited and the Managing Director approves to pursue such opportunity through the Compliance Officer.

Directors and Employees must make disclosures to the Board relating to all material financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the Company at large (for example dealing in Company’s shares, commercial dealings with bodies, which have shareholding of management and their relatives, etc.)

Compliance with Laws, Rules and Regulations

Directors and Employees shall meticulously comply with all applicable laws, rules, and regulations, in all areas and geographies where the Company operates, both in letter and spirit. Company cannot accept practices which are unlawful or may be damaging Company’s reputation. In order to assist the Company in promoting lawful and ethical behavior, Directors and Employees must report any possible violation of law, rules, regulation or the Code to the Ethics Committee at ethics@persistent.com. In the event, the implication of any law is not clear; the Compliance Officer shall be consulted for advice.

Other Directorships

Directors must report / disclose their directorships in other companies to the Board on an annual basis. If there is any change in directorships in other companies during the course of the year, Directors must promptly advise the same to the Board which will be noted by the Board at the next meeting.

Employees must obtain the prior approval of the panel formed for this purpose viz. directorship_disclosure@persistent.com before accepting a directorship in any other company. The application seeking such approval should be routed through Compliance Officer. Directors and Employees shall not accept the directorship / advisor or hold any other capacity of a direct competitor of the Company or of any firm which is working under any software development field.

Any employee shall act as the director / advisor or hold any other capacity in any other company after making proper disclosure to the Compliance Officer.

Dealing with the Internal Customers

The Directors and Employees shall practice and encourage the spirit of free discussion and debate in the Company and shall show respect for all the co-workers, irrespective of their grade, position, pay, authority, caste, creed, race, or sex. Everyone in the Company shall work with the values of trust, teamwork, mutuality, collaborate with objectivity, self-respect and human dignity.

Dealing with the External Customers

Each Director and Employee should deal fairly with clients, vendors, and competitors. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts, or any other unfair dealing-practices.

Confidentiality of Information

Confidential information, including commercial secrets, technologies, advertising, and sales promotion plans, unpublished price sensitive information or any information concerning the Company’s business, its customers, suppliers, etc., which is not in public domain and to which the Directors or Employees have access, must be held in confidence, unless authorized to do so and when disclosure is required as a requirement of law. Directors or Employees shall not provide any information either formally or informally, to the press or any other publicity media, unless specifically authorized by the Managing Director of Persistent Systems Limited.

Insider Trading

Directors and Employees shall not derive benefit or assist others to derive benefit by giving investment advice on the basis of the access to and possession of insider / price sensitive information about the Company which is not in public domain. Directors and Employees shall comply with the Code of Conduct for prevention of insider trading of Persistent Systems Limited or of any other company of Persistent Group.

Anti-trust and Anti-Competition Behaviour

Persistent is unwavering in its commitment to integrity and ethical business conduct. “Anti-trust” and “Anti-Competition” refers to actions that provide an unfair advantage in the marketplace and other practices which would monopolise competition in the market.

All employees are expected to adhere to all applicable antitrust laws and to deal fairly with each other, and with the Company’s customers, suppliers, competitors and third parties. Employees should not take undue advantage of anyone through collusion, price-fixing, market manipulation or any other practices that may compromise fair competition.

Gifts and Donations

Directors and Employees shall not receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments, and comparable benefits which are likely to obtain business (or uncompetitive) favors or influence any business decision for the conduct of business. Nominal gifts of commemorative nature, for special events / occasions could, however, be accepted or offered.

Protection of Assets

Protection of the Company’s assets is a key responsibility of every person associated with the Company. Directors and Employees are not expected to use Company assets for personal gains. Care should be taken to ensure that assets are not misappropriated, loaned to others or sold without appropriate authorization.

Annual Review

Directors and Employees shall affirm compliance with the Code annually on or before March 31st of every year or such other date as may be determined in this regard. The Corporate Governance Report of Persistent Systems Limited shall contain a declaration to this effect signed by the Managing Director of Persistent Systems Limited.

Amendment to the Code

The Code is subject to modification / amendment from time to time. Any amendment to the provision(s) of the Code must be approved by the Board based on the recommendation from the Ethics Committee and communicated to the Directors and Employees of Persistent Group.

Waivers

Any waiver of any provision of this Code for a Director or any employee must be placed for approval before the Audit Committee of Persistent Systems Limited.

Waivers

It is ethical responsibility of Directors and Employees to abide by and enforce the Code. Any perceived violation of the Code by any Director or Employees should be reported in writing (by any employee / party affected adversely) to the Ethics Committee at ethics@persistent.com. The Board of Directors of Persistent Systems Limited shall take appropriate action against Directors, and the Ethics Committee of Persistent Systems Limited shall take appropriate disciplinary action against Employee, who is found to have violated the Code. The Board / Ethics Committee shall consider various factors such as nature and gravity of the violation and take appropriate action against individuals who violate the provisions of this Code of Conduct. Such action may be taken in various forms, viz., it may impact employee appraisal and remuneration, or it may be a verbal warning or written reprimand, dismissal or referral for criminal prosecution or such action as may be deemed fit in the circumstances of each case.