CODE OF ETHICS

SBI CAPITAL MARKETS LIMITED

2023

Version Prepared by Reviewed by Approved by

1 Compliance and Risk Top Management Board of Directors on

Management Department October 27, 2021

2 Human Resource Department Top Management Board of Directors on

19th October, 2023

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Table of Contents

Sr. no. Particulars Page No.

A Introduction 3
B Applicability of the Code 3
C About Code of Conduct 3
D Responsibilities as an Employee 3
E Responsibilities of Department Heads 4
1 Section 1 - Service 4
2 Section 2 – Transparency 5
3 Section 3 - Ethics 5
4 Section 4 – Politeness 6
5 Section 5 – Sustainability 7
Acknowledgement of Receipt code of Ethics 8

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CODE OF ETHICS

A. Introduction:

a. SBI Capital Markets Limited (“SBICAPS” / “Company”) is registered with Securities and Exchange
Board of India (“SEBI”) as a Merchant Banker and a Research Analyst. It is a wholly owned subsidiary
of State Bank of India (“SBI”).

b. SBI has its Code of Ethics, which establishes a set of ethical principles that are instrumental in
founding and nurturing a common organizational culture. SBI has advised the group companies to
prepare a Code of Ethics consistent with their Code of Ethics.

c. SBICAPS being the wholly owned subsidiary of SBI has adopted this Code of Ethics which is broadly
categorized as STEPS i.e Service, Transparency, Ethics, Politeness and Sustainability.

B. Applicability of the Code:

a. This Code of Ethics (“Code”) defines and governs the way the Company would deal with its clients,
colleagues, other stake holders and the public at large. Hence, all the employees must possess an
understanding of the behaviour these values call for.

b. The Code applies to all the employees the Company. It applies to all the dealings with the persons
within and outside the Company. All the employees of the Company are required to act consistently
with the spirit of the Code.

C. About the Code:

a. The Code sets forth minimum standards of behaviors the Company expects all employees to follow.
It works alongside Company’s other policies and procedures.

b. Adherence to the Code and the underlying principles is essential for preserving the reputation of the
Company and maintaining the public trust. Each employee has, therefore, to understand and follow
the Code. It is the joint responsibility of all the employees to make sure that the guidelines set out
in the Code are adhered to.

c. The purpose of the Code is to protect and enhance the SBI Group’s reputation for integrity and fair
dealing by setting forth standards for the behavior as an employee of the Company. The Company
expects its employees to assume responsibility for ensuring adherence to these standards.

d. Throughout the world, the financial services industry is one of the most heavily regulated. Adherence
to all applicable laws and regulations is vital to continued success. However, the Company's clients,
potential clients, competitors and stakeholders have come to expect the highest degree of ethics,
honesty and fairness in all the employees’ dealings rather than simple obedience to the letter of the
law.

D. Responsibilities as an Employee:
• Be familiar with, understand and follow the Code in letter and spirit.
• Commit to it as prescribed.

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• Be familiar with the policies and procedures relevant to the current role.
• Ask any questions about the Code, policies & procedures and how they apply.
• Keep the values of STEPS in mind and treat colleagues & clients with respect.
• Speak up/report a suspected violation of the Code, policies, procedures, or law.
• Refer to the Ethical Decision-Making Guide of the Code if not sure on what to do

E. Responsibilities of Department Heads:

As a Group/Department Head or Team Leader there are additional Responsibilities as the Company
holds them to a higher responsibility for Ethical Conduct:
• Understand the Code and be in a position to guide the team properly.
• Foster a culture of ethics & uphold the spirit of the Code in daily actions.
• Make sure that the team feels comfortable in asking questions or raising concerns.
• Never tolerate retaliation or allow others to do so.
• Make sure that there is appropriate delegation before entering into any transaction or risk on
behalf of Company.
• Report a misconduct and arrange for taking action to redress the same.
• Use Ethical Decision-making Guide when unsure in a situation.

Section 1– Service

1.1 Principle 1: Serving the Clients

• The employees shall provide the clients with the best-in-class services & solutions to suit their needs.
• The employees shall treat the clients with empathy to anticipate, meet and exceed their
expectations.

1.2 Principle 2: Providing Ease of Convenience

• The employees shall keep the processes simple and prompt.

• The employees shall address and resolve the clients' grievances quickly.

1.3 Principle 3: Serving the Nation:

• The employees shall contribute to socio-economic development of the country and do utmost for
nation building.

1.4 Principle 4 : Growing Together to Deliver Better:

• The employees shall continuously learn, build skills, share knowledge and create a learning
organization together.
• The employees shall believe in each other, collaborate, draw strength from teamwork and achieve
more together.

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Section 2 – Transparency

2.1 Principle 1: Being Transparent

• The employees shall respect the right of the clients and other stakeholders for maximum openness
in all their interactions
• The employees shall promote transparency both at personal and collective level.

2.2 Principal 2: Enjoying Public Trust & Confidence

• The employees shall conduct all the transactions with probity to conform with the Company's
fiduciary responsibilities.

2.3 Principal 3 :Being Responsible with External Stakeholders

• The employees shall adhere to the best disclosure standards and keep a complete and accurate
record of the books of accounts and transactions.
• The employees shall meticulously follow the applicable laws, rules, and regulations.

2.4 Principle 4: Safeguarding Company Assets & Resources

• The employees shall protect the Company's assets/ Resources, tangible as well as intangible, from
theft, waste, misuse, loss and damage.
• The employees shall use the Company's assets & resources prudently, both physical and intellectual,
for approved purposes only.

Section 3 – Ethics

3.1 Principle 1: Conducting with Utmost Integrity

• The employees shall make sure that integrity permeates the workings and decisions every day.
• The employees shall be just and honest to all the stakeholders, clients, colleagues, investors,
communities, public and others.

3.2. Principle 2: Handling Conflicts of Interest - Actual, Potential or Perceived

• The employees shall avoid situations or positions in which personal interests conflict with the
professional duties.
• The employees shall be proactive in identifying and managing conflicts of interest between the
Company and its stakeholders.

3.3 Principle 3: Accepting & Offering Gifts or Entertainment

• The employees shall not accept, offer, or give gifts, entertainment or other benefits of value save as
specified in the Code of Ethics.
• The employees shall squarely follow the Code and declare the gifts received.

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3.4 Principal 4: Reporting and Preventing Unethical Activities

• The employees shall always report a conduct that can be detrimental to the interests of Company
or its stakeholders.
• The employees shall always encourage those who speak up and protect the colleagues who escalate
concerns.

3.5 Ethics Enabling Mechanisms

• The employees shall always take decisions which are ethical and conform to the values of the
Company
• In case of any doubt, the employees should use and depend on the Ethical Decision-Making Guide
given below

ETHICAL DECISION-MAKING GUIDE

In situations when the employees are uncertain on how to proceed, the employee should ask
these 8 questions from himself to do the right thing.

Question 1: Does it reflect the values and the brand?

Question 2: Does it comply with the Code, Policies, Guidelines and Law?
Question 3: Has he understood the risk & implications of his actions?
Question 4: Does it protect the interests of the Company and the Clients?
Question 5: Would he be comfortable if his action is reported?
Question 6: Can he share it openly with his colleagues, friends & family?
Question 7: Would it be seen appropriate by the community at large & media?
Question 8: Is he setting a good example?

If Answer to All Questions - Yes-Proceed

If in any Question – Unsure - Wait, Seek Help

If any of the answers – No - Please STOP

Section 4 - Politeness

4.1 Principle 1: Being Polite in Treating Clients

• The employees shall provide a polite, courteous and dignified experience to the clients in their
interactions with the Company.
• The employees shall listen more than they talk and ensure that they are understanding and
understood while dealing with clients.

4.2 Principle 2: Being Polite with Peers & Colleagues - Senior or Junior

• The employees shall be polite in their workplace relationships and create an enabling workplace
where work-life balance nurtures wellbeing and productivity as well.
• The employees shall demonstrate care and compassion for each other and foster a high-trust
workplace.

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4.3 Principal 3: Acting with Empathy & Passion for Colleagues

• The employees shall treat each other like an internal client and have the highest regard for the
dignity of all colleagues.
• The employees shall connect with their colleagues, engage in open dialogues with them and respect
each other.

4.4 Principle 4: Promoting an Inclusive & Empowering Culture

• The employees shall respect different points of view and draw on diversity of thought to stimulate
collaboration and innovation.
• The employees shall acknowledge the worth of all colleagues and appreciate that there are no
unimportant colleagues or unimportant roles and everyone has a valuable contribution to make.

4.5 Principle 5: Prevention of Sexual Harassment

• Employees shall maintain professional relationship with colleagues & clients of opposite/other
gender, treat each other with respect, allow personal & physical space by maintaining arm’s length
distance during interactions, respect their privacy and refrain from making/encouraging off color
remarks / obscene jokes/ social invitations with sexual overtones/sexual advances which may or may
not be accompanied by promises or threats, explicit or implicit.

Section 5 - Sustainability

5.1 Principle 1: Contributing to the Communities Around

• The employees shall commit themselves to produce positive and lasting impact in the communities.
• The employees shall continuously engage with the communities around to promote ecological, social
and economic improvements.

5.2 Principle 2: Collaborating with Business Partners to Promote a Green Future

• The employees shall work together with the partners to find new ways to reduce carbon footprints.
• The employees shall collaborate and drive sustainability for transforming India to a low-carbon and
resource- efficient economy.

5.3 Principle 3: Being a Responsible Corporate Citizen

• The employees shall take on responsibility that extends beyond the business and allows to
contribute for promoting social improvements.

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ACKNOWLEDGEMENT OF RECEIPT CODE OF ETHICS

(All the employees to provide this undertaking at the time of joining and annually)

I ............................................................................ confirm & acknowledge that I have received Company's

Code of Ethics.

I have gone through it and am now aware of the contents therein. I also understand that I am expected
to report any violation of this Code which I come to know, to my managers or to the HR Department. I
also note that I am required to comply with the guidelines prescribed in the Code and any violation of
the same will make me liable for action as per my service rules or contract terms and/or the Company’s
Disciplinary Action Policy.

I will do my best to maintain highest ethical standards of my Company and will strive hard to maintain
its premier position.

Signature …………………

Name ………………….

Department: ……………….

Date: ……………………

(Please submit this declaration to HR Department)

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