Code of Business Conduct ver 2.1

1. ICRAAnalyticsLimited CodeofBusinessConduct ICRAAnalytics-COBC-01 Version2;Revision:2 Effective:February8,2022 ICRAAnalytics–Code ofBusinessConduct Page1of47

2. ICRAAnalyticsCodeofBusinessConduct Contents Overview...........................................................................................................................................5 CodeofBusinessConduct........................................................................................................................5 ComplyingwithApplicableLaws.............................................................................................................5 ObservingEthicalBusinessStandards.....................................................................................................5 Whistle Blower &GrievanceRedressalMechanismandotherAvenuesforReportingConcerns...........7 EmployeeRelations.........................................................................................................................11 EqualOpportunityEmployer.................................................................................................................11 DiscriminationandHarassmentProhibited..........................................................................................11 Sexual Harassment.................................................................................................................................11 OtherFormsofDiscriminatoryHarassment.........................................................................................12 ConsensualRelationships......................................................................................................................12 Non-Retaliation......................................................................................................................................12 Nepotism................................................................................................................................................13 WorkplaceViolenceProhibited.............................................................................................................13 EthicalBusinessPractices.................................................................................................................14 BusinessRecords....................................................................................................................................14 DeceptionandFraud..............................................................................................................................14 AcceptingGifts,EntertainmentorOther ThingsofValue....................................................................15 IntellectualProperty..............................................................................................................................16 UnauthorizedCopyingorUse................................................................................................................16 Confidentiality.................................................................................................................................18 Company’sConfidentialInformation....................................................................................................18 ConfidentialityIssuesRelatingtoGroupCompany..............................................................................19 TradeSecretsandProprietaryInformation..........................................................................................19 SafeguardingConfidentiality.................................................................................................................19 ProtectionofPersonalData...................................................................................................................19 Photographs,VideosandRecordings....................................................................................................20 Conflicts of Interest..........................................................................................................................21 InterestsinOutsideCompanies.............................................................................................................21 PositionswithOutsideCompanies........................................................................................................21 Internal

3. ICRAAnalyticsCodeofBusinessConduct EmployeesasConsultants......................................................................................................................22 Purchases................................................................................................................................................22 UseofCompanyResources....................................................................................................................22 ImproperPersonalBenefitsfromtheCompany...................................................................................22 Company’sConflictofInterestPolicy...................................................................................................22 CorporateOpportunities..................................................................................................................24 Privacy,Security,andStandardsofUseof CompanyTechnologyResources.......................................25 SafeguardingCompany’sTechnologyResources.................................................................................25 AppropriateUseofCompany’stechnologyResources.........................................................................26 UseofPersonalElectronicDevices........................................................................................................27 SocialMedia...........................................................................................................................................27 InsiderTrading/MarketAbuse..........................................................................................................28 TradingandOwnershipRestrictions.....................................................................................................28 ReportingRequirements........................................................................................................................29 FairDealing......................................................................................................................................31 Competition.....................................................................................................................................32 DealingwithCompetitorsinIndia.........................................................................................................32 AbuseofDominantPosition..................................................................................................................33 IntegrityofBusinessProcessesandSeparationofActivities..............................................................34 Government Investigations and Civil Litigation.................................................................................35 Civil Litigation.........................................................................................................................................35 RecordRetentionandPreservationDirectives.....................................................................................35 Anti-BriberyandAnti-CorruptionLaws.............................................................................................37 Environment,HealthandSafety.......................................................................................................38 PoliticalActivities.............................................................................................................................39 OtherLaws......................................................................................................................................40 Economic and Trade Sanctions Against Countries and Individuals......................................................40 ExportComplianceLawsandRegulations.............................................................................................41 InternationalBoycotts...........................................................................................................................41 CodeAdministration........................................................................................................................43 Interpretation.........................................................................................................................................43 AccountingMatters................................................................................................................................43 Internal

4. ICRAAnalyticsCodeofBusinessConduct ReportingofPotentialViolationsoftheCode,Law,Regulation,orCompanyPolicyBythe Company’sEmployees...........................................................................................................................43 TheICRAIntegrityHotlineforCompany’sEmployees..........................................................................43 Non-Retaliation......................................................................................................................................43 InvestigationsofSuspectedViolations..................................................................................................44 EnforcementoftheCode.......................................................................................................................44 WaiversoftheCode...............................................................................................................................44 NoRightsCreated...................................................................................................................................44 KeyContactInformation..................................................................................................................45 ICRALegalDepartment..........................................................................................................................45 ICRAComplianceDepartment...............................................................................................................45 Company’sLegalandComplianceDepartment....................................................................................45 ICRAHumanResourceDepartment.......................................................................................................45 Company'sHumanResourceDepartment............................................................................................46 ICRAIntegrityHotline.............................................................................................................................46 The Code is a statement of guiding principles and policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment. Rights as an employee and Company’s rights as an employer are governed by the laws of the jurisdiction of employment, the work rulesofyouremployingunit,andyourindividualwrittenemploymentcontract,ifany.[EmploymentbyCompanyisemploymentatwill,unlessagreed uponotherwise in an express, written employment agreement.] Employment at will means that the employee may terminate his or her employment at any time, for any reason or no reason at all,andtheCompany may terminateemployment atany time,foranylegitimatereason ornoreasonat all,but notforanunlawful reason.Whereemployment is at will, no oral representation by any Company employee with respect to continued employment can alter this relationship. In the event that any provision of this Code conflictswithanyprovisioninyourindividualwrittenemploymentcontract,theprovisionsinyourindividualwrittenemploymentcontractwillprevail.Inaddition,to theextentthattheCompanyadoptsorrevisesanypoliciesthataremorerestrictivethanthisCode,beadvisedthattheprovisionsinthosepolicieswillprevail. Internal

5. ICRAAnalyticsCodeof BusinessConduct Overview Codeof BusinessConduct Sinceincorporation,theCompanyhasbuiltareputationforthehigheststandardsofintegrityandresponsibility.It is the duty ofeachofus toupholdand enhancethatimage. We owe that duty to ourselves, aswellas to our fellow employeesanddirectors,Companyshareholdersandcustomers,andeveryonewithwhomwedobusiness. ThisCode of Business Conduct (the “Code”) is designed to helpall employeesofthe Companyand directors understand how to apply these principles in daily business activities. The Code confirms the basic elements of honesty,integrity,goodjudgmentandprofessionalismthatallemployeesoftheCompanyanddirectorsare expectedtoobserve.AllemployeesanddirectorsareexpectedtocomplywiththeprinciplessetforthinthisCode. Complying withApplicableLaws You must not take any action on behalf ofthe Company or its group companies including subsidiaries that violates anylaworregulation.YoumustcomplywithalllawsandregulationsthatapplytotheCompany’sbusiness,including all applicablelawsof Indiaandthe other countries in whichwedo business. Violations of the law can resultinheavy penalty,imprisonmentandotherlegalconsequences,includingterminationofyouremployment. Observing EthicalBusiness Standards AsanemployeeordirectoroftheCompany,youmuststrivetomaintainthehigheststandardsofpersonalethics and integrityinyour dealings on behalf of Company. At a minimum, this means complyingwiththe principlesand policiesarticulatedinthisCode. ScopeofCode Internal

6. ICRAAnalyticsCodeof BusinessConduct The rest of this Code describes areas of law and Company policies that are mostlikelytoaffectthe work of employees and, in certain instances, directors of the Company. In some cases, COMPANY’s expectations go beyond what the law requires. Youarenot expected to become a legal expert by reading this Code,butthe Code should alert you to significant legalandethical issuesthatmayarise in your job. If you are indoubt aboutan issue or about the best course of action in a particular situation, please consult your manager, senior manager, a Human Resources representative,arepresentativeofICRACompliancedepartment,oranattorneyinICRALegaldepartment.Problems canusuallybeminimizedbyseekingadviceearlierratherthanlater,whentheymaybecomehardertoaddress. The Company has implemented Company policies concerning legal and ethical behavior in various areas. The purposeof the Code is not to supersede those policies,butto provide a summaryof Company policies and expectations in certain areas. Employees should read theCodeof Business Conducttogether with Company’s other policies. The Code is available on Company’swebsite atwww.icraanalytics.com.The Codemaybe revised from time to time. Themostrecent,controllingversionwillalwaysbeavailableonwww.icraanalytics.com.Employeesanddirectorsare responsible for reviewing and understanding the Code and all Company policies to the extent related to them and their activities. No business transaction or other activity that violates the Code or other Company policieswillbe tolerated. The Code cannot cover all the legal requirements ofeachjurisdiction in whichCompany does business. This Code, however,appliestoallemployeesanddirectorsoftheCompanyandallemployeesofitsholdingcompanyaswell as subsidiaries worldwide, including off-roll and contractual employees. The terms “the Company” is used in this Code torefertoICRAAnalyticsLimitedandallitssubsidiaries. Internal

7. ICRAAnalyticsCodeof BusinessConduct WhistleBlower& GrievanceRedressalMechanismand otherAvenuesforReportingConcerns The Company supports open door communication and encourages you to attempt to resolve concerns, problems, grievance, complaint or issues that involve the work environment by holding frank discussionswithyourimmediate supervisors orotherseniormanagers.Suchdiscussionmay helpresolvemanyworkplaceissues. TheCompany’sobjectiveistomaintainanenvironmentinwhichdirectorsandallemployeesfeelcomfortableraising issues or grievances they believe are important.The Company believes that maintaining a culture where open dialogueisencouragedandsupported,leadstoamoreproductive,cohesiveandenjoyableworkenvironment. Further in consonancewiththe Companies Act, 2013 and the Industrial Disputes Act, 1947, the Company has established a vigil and grievance redressal mechanism whereby directors and employees are encouraged to report unethicalorimproperactivitiesthroughestablishedchannels,enablinganethical andcorruptionfreework environment. WhatcanIexpect from theCompany’sopendoorcommunications? Employees can expect that managerswillbe available to discuss workplace problems, grievances or concerns in an environment free of distractionsandthose managerswillnot subject employees to any reprisals when concerns are raisedingoodfaith. Areopen doorconversationsconfidential? TheCompanyrecognizestheimportanceofmaintainingtheconfidentialityofissuesandconcernscommunicated byemployeesviaopendoorcommunicationsandotherchannelsdescribedinthisCode.However,insome instances,itmaynotbepossibletokeepyouridentityconfidentialwithoutimpairingtheintegrityofaninvestigation orbecauseofcertainlegalrequirements.Managerswillcommunicatethedetailsofissuesandconcerns communicatedbyemployeesonlyonaneed-to-know basis,orasrequiredbylawand/orCompanypolicies. WhatshouldIdoifIlearnabouta legalorethicalviolation? Legal and ethical violationsareobviously matters of serious concern to the Company. Except as otherwise provided in this Code and subject to applicable law, suspected violations of this Code, applicable laws, regulations, policies or procedures,shouldbereportedtotheICRAIntegrityHotline,whichisdescribedingreaterdetaillaterinthisCode. It is your responsibility toraisesuch concerns or issueswithina reasonable period oftime.However, you are not required or expected to actasinvestigators or finders of facts, nor are you required to determine the appropriate corrective or remedial action thatmaybe warranted in a given case. Youarealso advised not to act on yourownin conductinganyinvestigativeactivities,nordoyouhavearighttoparticipateinanyinvestigativeactivitiesotherthan asrequestedbytheBoardofDirectors,ICRAComplianceDepartmentortheInvestigators.Theconcernsreported by you should be factual and not speculative or in the nature of a conclusion and should contain as muchspecific informationaspossibletoallowforproperassessmentof thenatureandextentof theconcern. What should Ido ifI wishtoraisegrievance/complaintrelating toworkplace? Where you wish to raise a complaint/grievance relatingtoworkplace, you must initially attempt to resolvethe complaint/grievance informally yourself at the workplace level, by raising your concernwiththe other party or partiesinvolvedinthegrievance,if youfeelabletodoso. If you do notfeelable to raise concernswiththe other party or parties involved in a grievance, you should raise your concernswithyour manager. Where your grievance is relating to your manager, you should instead inform your manager’s supervisor. At any stage, youmaytake assistance from the Human Resources team to resolve your complaint/grievance. Internal

8. ICRAAnalyticsCodeof BusinessConduct What should Ido ifmygrievance/complaintisnotresolvedatfirstlevel? If yourcomplaint/grievanceisnotresolvedat thefirstlevel explainedabove,youmayreportittotheICRAIntegrity Hotline attheearliestalong withfollowinginformation: a. b. c. d. e. Thedetailsofyourcomplaint/grievanceandanysupporting details; Anyattemptsmadebyyoutoresolvethecomplaint/grievanceinformally; Anyresponsethat wasprovidedduringorfollowingtheattemptsatinformalresolution; Anysolutionsorremediesdiscussed;and Thepreferredremedytoresolvethecomplaint/grievanceandanyalternativeremediesthatmaybe acceptable. Whataretheunethicaland/orimpropermalpracticesand/oreventsthatcanbereportedtotheICRA IntegrityHotline? Thisvigilmechanismcoversdisclosureofanyunethicaland/orimpropermalpracticesand/oreventsthathavetaken place/ suspectedtotakeplace involving: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) BreachoftheCodeofBusinessConductandPoliciesframedbytheCompany Breachof BusinessIntegrityandEthics Breachof termsandconditionsof employmentandrulesthereof Intentionalfinancialirregularities,includingfraud,orsuspectedfraud Deliberate violationof laws/regulations Grossorwillfulnegligencecausingsubstantialandspecificdangertohealth,safetyandenvironment Manipulationof companydata/records Pilferingofconfidential/propriety information Misappropriationof Company funds/assets Anyother grievance/complaintrelatingtoworkplace WhatistheprocedureofinvestigationundertakenbyCOMPANYtoaddresstheunethicaland/orimproper malpractices and/oreventsreportedontheICRAIntegrityHotline? (i) All the unethical and/or improper malpractices and/or events reported on the ICRA Integrity Hotline or otherwisewillbethoroughlyinvestigatedbytheICRAComplianceDepartmentand/orInvestigator appointedwiththeapprovaloftheBoardorthedirectornominatedtoplaytheroleoftheAuditCommittee. In case the Company does not have an Audit Committee, any reference to the Audit Committee in this Sectionof the Code shallmeanto a director nominatedtoplay the role of the Audit Committee. Such investigationswillbeconductedunder the supervision of the Board. Ifany memberof the Board has a conflict of interest in any given case, he/she should recuse himself/herself and the other members of the Boardshoulddealwiththe matteronhand. (ii) TheBoardmayatitsdiscretion,considerinvolvinganyInvestigatorsforthepurposeofinvestigation. (iii) If initial enquiries indicatethatthe concern has no basis, or it is not a matter to be investigated under this CodeofBusinessConduct,itmaybedismissedandthedecisionandthereasonfordismissingthecomplaint shallbedocumentedand,wherepossible,communicatedtothepersonwhohadlodgedthecomplaint. (iv) Where initial enquiries indicate that further investigationisnecessary, itwillbe carried out by the ICRA Compliance Department and/or Investigator. The investigationwillbe conducted in a fair manner, as a neutral fact-finding processandwithout presumption of guilt. A written investigation report of the findings alongwithdisciplinary action and preventive measurestoavoid reoccurrence ofsuchmatter shall be preparedwithinareasonableperiodoftimefromthedateof receiptof thecomplaint. Internal

9. ICRAAnalyticsCodeof BusinessConduct (v) Thedisciplinaryactionagainst thepersonshallbetakenonlywhenthepersonhasbeengivenarighttobe heardandrespondtothematerialfindingsoftheinvestigationsas providedinthewrittenreport. (vi) In exceptional cases, wherethecomplainant is not satisfiedwiththe outcome oftheinvestigation, he/she can make a direct appeal to the Chairman of the Board or to the director nominated to play the role of AuditCommitteeinwriting. Thedecisionof theBoardinthatregardwouldbefinalandbinding. (vii) All information disclosed shall be kept confidential to the extent possible given the legitimate needs of law and the investigation. All employees have a dutytocooperate in the investigationandprovide factual information,failingwhichtheyshallbesubjecttodisciplinaryaction,includingterminationofemployment. (viii) In the event the unethical practice or grave misconduct referred to in a complaint raised by an employee pertains to a client, the intimation regarding the samewillalsobe provided to the relevant authority at the clientfornecessaryactiontobetakenbythe client. (ix) The ICRA Compliance Department shall submit a report to the Board of Directors on a quarterly basis about allthereports/complaintsreceived byhim/herpursuanttoreportingofunethicalandimproperor malpracticesandeventssincethelastreporttogetherwiththestatusandresultsofinvestigations,if any. (x) All the concerns reported on the ICRA Integrity Hotline or otherwise in writing or documented along with the results of investigation relating thereto, shall be retained byCompany for a minimum period of seven yearsorsuchotherperiodas specifiedbyanyotherlawinforce. Whatis theprocedure of redressing employee relating grievance/complaints reported onthe ICRAHotline? All grievances/complaints that are not resolved at the first level and reported on the ICRA Integrity Hotline or otherwise,willberesolved by the ICRA Grievance Committee and/or nominee appointed by the ICRA Grievance Committee. The ICRA Grievance Committee consists of ‘EVP & Regional Head-West’, ‘Head, Human Resources’and ‘GeneralCounsel’.TheICRAGrievanceCommitteeand/oritsnomineewillattempttoresolvethe complaint/grievance,whichmayinclude butisnotlimitedto: a. b. c. makingfurtherinquiries/investigationintothecomplaint/grievance; conducting afacilitateddiscussion; and/or makingsuggestionsfor resolution In case any party aggrieved with the resolution/decision given by the ICRA Grievance Committee, the said partymay make an appeal to ICRAGroupChief Executive Officer within 5 days of such resolution/decision communicated to him/her.Aftergivingopportunitiesofbeingheardtobothparties,thedecisionofICRAGroupChiefExecutiveOfficer shall befinalandbindingtobothparties. Whatarethemeasures tosafeguardmefromvictimizationowingto areport/complaintmadebyme? Retaliationagainstanyemployeeforreportingingoodfaithapossibleviolationofthelaw,theCodeorCompanyis strictlyforbiddenandwillnotbetolerated.Anyviolationoftheaboveshallbepromptlyandthoroughlyinvestigated. Theinvestigationshallbecompletedwithinareasonableperiodoftimeuponreceiptofacomplaint. TheCompanywilltakeappropriatemeasurestokeeptheidentityoftheemployeereportinganyunethicaland/or improper practicesand/oreventsconfidential. Additionally, the Company shall annually affirmthatit has provided protection to the persons whohavereported violations, from unfair adverse personal action. The affirmation shall also form part of the Annual Report of the Company. Internal

10. ICRAAnalyticsCodeof BusinessConduct Incase of repeatedfrivolouscomplaintsbeingfiled bya director or anemployee,the Boardor the director nominated to play the role of Audit Committeemaytake suitable action against the concerned director or employee concernedincludingreprimand. Whatis thepossible action thatcanbe taken byCompany whenanemployeeisconcludedtohave committed an improperorunethicalact? If an investigation leads theBoardto concludethatan improper or unethical act has been committed, the Board shallrecommendto the management of the Company that such disciplinary or corrective action as the Boardmay deemfitbetaken. WhatshouldIdoifI needguidanceonan issue? Ifyouneedguidanceorareindoubtaboutthebestcourseofactioninaparticularsituation,youshouldconsultyour manager, a representative of the Human Resources, or ICRA Compliance department, ortheICRA Legal department. Incertaincircumstances,youmayalsocontactICRAIntegrityHotline. Contact information foreachof these resources and more detailed information abouttheICRA Integrity Hotline is providedattheendof this Code. Internal

11. ICRAAnalyticsCodeof BusinessConduct • EmployeeRelations • Company’ssuccessfulbusinessoperationsandreputationarepredicatedonitshighstandardsforbusinessconduct, which are particularly important in the context of its work environment.Company requires a work environment that respects and protects the dignity of the people who work for andwiththeCompany.Eachemployee and director oftheCompany must actwithintegrity, dignity and fairness in all dealings withCompany,Company employees, issuers, investors, other customers, and thepublicat large, and shall conduct all business affairs in a professional manner. It is the responsibility of allCompanyemployees and directorsnotto takeanyaction that mightreasonablybeexpectedtoimpair orcompromiseCompany’s integrityand toabidebythefollowing sections. • Equal OpportunityEmployer • Company’s success has always depended in large measure on the individual and collective ability of its people. The Company recruits, hires, employs, trains, promotesandcompensates individuals based on job-related qualifications and abilities. Company also has a longstanding policy of providing a work environment that respects the dignity and worth ofeachindividual and is free from all forms of unlawful employment discrimination, including harassment because of race, color,gender,age, religion, national origin, citizenship, marital status, sexual orientation, gender identity,geneticinformation,disabilityoranyothercharacteristicprotectedbylaw. • Our goal is to build an organizational environment that encourages the full participation of all members of our diverse work force and enables everyone tousethe full range of their talents, skills and abilities to serve our customers. • We believe that the different perspectives, backgroundsandindividual styles of our people offer great opportunities to add valuetothe Company, and thateachperson’s role is vital toCompany’s success.The Company believes that equalemploymentopportunityisessentialforthecontinuedsuccessfuloperationofourbusiness.Everyonebenefits whenallpeopleareabletorealizeequalopportunitiesandtherewardsthatcomeasaresultofcapitalizingonthose opportunities. • DiscriminationandHarassmentProhibited • Unlawfuldiscriminationandharassment,includingsexualharassment,discriminatoryharassment,andother workplace conduct prohibited by local lawwillnot be tolerated by the Company. This prohibition applies toall unlawful discrimination and harassment occurring in the work environment, whether in theoffice,at customer- related or Company-related events outside the office, or in theuseof Company resources, including electronicmail, voicemailandtheInternet. • Unlawful discrimination and harassment by non-employees (e.g., customers, independent contractors, vendors) are also prohibited to the extentthatsuch conduct affects the work environment or interfereswiththe performanceof work by employees of the Company. If an employeeinformsthe Company that he or she has been subject to or has witnessed discrimination or harassment in the workplace by a non-employee, that employeewillbe informed of Company’spolicyand appropriatecorrectiveactionandpreventivestepswillbetaken. • SexualHarassment • Forpurposesofthe Code, • “Sexual Harassment” includes unwelcome sexual advances, requests for sexual favours, and other verbal, non- verbal orphysicalconductof asexualnaturewhen: • submissiontosuchconductiseitherexplicitlyorimplicitlymadeatermorconditionofanindividual’s employment; • submissiontoorrejectionofsuchconductisusedasthebasisforemploymentdecisionsaffectingtheindividual; or Internal

12. ICRAAnalyticsCodeof BusinessConduct • suchconducthasthepurposeoreffectofunreasonablyinterferingwithanindividual’sworkperformanceor creating anintimidating,hostile,oroffensiveworkingenvironment. • Sexual harassment is prohibited whether directed towardsmenor women, regardless of whether the individual engaged in harassment andtheindividual being harassed are of the same or different sexes, and regardless of whether the employee accepts or rejects the advance. In addition to being contrary to Company’s policy, employees shouldbeawarethatsexualharassmentcanviolatethelawandresultinpersonalliabilityfortheharasser. • Specific examples of what may constitute sexual harassment include: threatening ortakingadverse employment actionsifsexualfavorsare notgranted;demandsfor sexualfavorsinexchangeforfavorableorpreferential treatment; unwelcome and repeated flirtations, propositions or advances; unwelcomephysicalcontact; whistling, leering, improper gestures or offensive remarks, including unwelcome comments about appearance; sexual jokes or inappropriate use of sexually explicit or offensive language; and the display in the workplace of sexually suggestive objectsorpictures.Theabovelistisnotintendedtobeall-inclusive. • OtherFormsof DiscriminatoryHarassment • “Other discriminatory harassment” includes verbal or physical conduct that denigrates or shows hostility or aversion toward an individual because of his or her race, color, gender, age, religion, national origin, citizenship, marital status, sexual orientation, gender identity, genetic information, disability or any other characteristic protected by law,andthat: • hasthepurposeoreffectofcreatinganintimidating,hostile,oroffensiveworkenvironment;or • hasthepurposeoreffectofunreasonablyinterferingwithanindividual’sworkperformance. • Examples of whatmayconstitute such harassment include: using epithets or slurs; threatening, intimidating or engaging in hostile acts that focus on a protected characteristic, including jokes or pranks; and placing or circulating anywhere onCompany’s premises, or using Company resources, including electronicmail,voicemailand the Internet, to create, send, receive or store written or graphic material that denigrates orshowshostility, bias against or aversion toward a person or group because of a protected characteristic. The above list is not intended to be all- inclusive. • Consensual Relationships • Consensualromanticand/orsexualrelationshipsbetweenamanagerandanon-managementemployee,orbetween an employee with supervisory authority andhisor her subordinate, can create an unprofessional atmosphere for other employees or result in potential or actual conflicts of interest. Similarly, such relationshipsmayexpose both the Company and the employees involved to embarrassment and/or potential legal liability. Therefore, subject to applicable law,eachemployee involved in such a relationship is required to promptly report the relationship to either the Human Resources or ICRA Legal department.Anemployee’s failure to report such a relationshipmay result in disciplinary action against the employee. The existence of such relationships in the workplacewillbe considered carefully by theCompany and appropriate action, if warranted, will be taken, subject to applicable law. Appropriate actionmayinclude a change in the responsibilities of the individuals involved in such relationships or transfer of locationwithintheoffice todiminish or eliminate the supervisory relationshipand workplace contact thatmayexist. • Non-Retaliation • TheCompany respects the right ofeachemployee to report in good faith possible unlawful discrimination or harassment, including sexual or other discriminatory harassment, or to provide information in connectionwithany such report.Retaliationagainstany employee for engaging in these protected activitiesiscontrary toCompany’s policyandthisCodeandwillnotbetolerated.Ifyoubelievethatyouhaveexperiencedillegalharassment, discrimination or retaliation, you should immediately report such belief to the Human Resources or ICRA Legal department. Internal

13. ICRAAnalyticsCodeof BusinessConduct Anypersonfoundtohaveretaliatedagainstanindividualforreportingdiscriminationorharassmentorfor participatinginaninvestigationofallegationsofsuchconductwillbesubjecttoappropriatedisciplinaryaction. What should Ido ifIbelieveIhaveexperienceddiscriminationorharassment? If you are afemaleemployee in India, pleasereferto thePolicyon Prevention of Sexual HarassmentofWomen at Workplace fordetailsastohowtoraiseacomplaint. For all other employees, if you believe that you have been subjected to unlawful workplace discrimination or harassment of any kind, or have observed discrimination or harassment of another employee, you should reportthe matter as soon as possible. Such complaints should be brought to the attention of the Human Resources [or ICRA Legal department. Employeesmayalso reportanysuch complaints by calling the ICRA Integrity Hotline.The Company understands that reporting discriminationandharassment can be extremely sensitive and, as far as practicable,willkeepsuchreportsandallcommunicationsconcerningtheminconfidence. The Companywillinvestigate all such reports promptly.IfCompany determines that unlawful discrimination or harassmenthasoccurred,appropriate corrective and/or disciplinaryactionwill betaken aswarranted by the circumstances. WhatshouldIdotocomplywithCompany’sprohibitionagainstdiscriminationandharassment? Each employee has an affirmative duty to comply with the provisions of this Code. The Company expects employees to reportimmediatelyany suspected or actual violations. Managers must make itclearthat no one is required to endure discrimination or harassment. In addition, managers must immediately report to the Human Resources or ICRA Legal department any reports they receive from their employees concerning discrimination or harassment of anykind. Nepotism Subject to applicable law, the Company places restrictions on the hiring and transfer of relatives of employees.To avoid the appearance of conflicts of interest or favoritism in the workplace, subject to applicablelaw,relatives of or individualsinaclose personal relationshipwith employees— includingspouses,domestic partners(orother individualscohabitingwith andsharingfinancialresponsibilitieswith theemployee),individualswithwhom employees share a romanticand/orsexual relationship, parents, stepparents, brothers, sisters, brothers/sisters-in- law,children,stepchildren,grandparents,grandchildren,mothers/fathers-in-law,sons/daughters-in-law,aunts, uncles, nieces, nephews and a domestic partner’s parents, siblings or children—will be considered for employment andjobplacementonlyundercertaincircumstances. Workplace Violence Prohibited At your Company,webelieve in the importance of maintaining a work environment that respects the dignity, safety and security of all employees. As a result, the Companywillnot tolerateactsof workplace violence, including behaviorsthatabuse,threatenorintimidateanotherpersonandnegativelyaffecttheindividual,eitherphysically or psychologically, regardless of whether the act is committed by another employee, a customer, visitor, vendor, contractor,temporaryworkerorotherindividualwithwhomtheemployeecomes intocontactwhileinthe workplace.Beaware that the workplace includes COMPANY offices aswellas customer-related or Company-related events outside theoffice.The workplace also includes theuseofcompany’s technology resources, includingemail, voicemail,theInternetandanyotherCompany-supportedcommunicationchannels. Subject to applicable law, this prohibition applies to all directors, employees, vendors, consultants, and temporary workers doing businesswiththe Company. If you believe you have been subjected to workplace violence of any kind,you should reportthemattertoHumanResourcesortheICRALegaldepartment. Internal

14. ICRAAnalyticsCodeofBusinessConduct • EthicalBusinessPractices • The Company requires itsemployeesand directors to conduct themselves accordingtothe highest standards of integrityandethicsinallof theirbusinessactivities. • Besides being the right thingtodo, ethical conduct is good business practice because it is essential for maintaining trustingrelationshipswith ourcustomers.Businessconductisalsoregulatedbymanylaws relatingtofraud, deceptive acts, bribery and corruption, consumer protection, competition, unfair trade practices, and property, including intellectualpropertysuchas patents, trademarks andcopyrights. • Several ethicalbusinessconcernsarediscussedbelow. • BusinessRecords • Accurate business recordsmustbe maintained.Company business records must alwaysbeprepared accurately and reliably, reflect the true nature of the transaction, and be stored properly. All transactions must be executed in accordance with the Company’s general or specific authorization. The Company’s books, records and accounts must reflect all transactions and all other events of the Company that are the subject of any specific regulatory record- keeping requirementor Companyrecord-keeping policy. • Accurate business records are also required to allow the Company to fulfill its obligation to provide full, fair, timely, andunderstandablefinancialandotherdisclosuretothepublicandgovernmentsaroundtheworld. • Examples of improperbusinessrecords include making records appear as though payments were made to one person when, in fact, they were made to another, submitting expense reports that do not accurately reflect the true nature of the expense, or submitting inaccurate sales results to the Finance department. It is very important thatno one creates or participates in the creation of any records that are intended to misleadanyoneor conceal anything. Any employee who creates or participates in the creation of misleading or falsified recordswillbesubject to disciplinaryactionup toand includingterminationof employment. • The financial and other books and records of the Company must not be falsified. Anyone having information or knowledge of any hiddenfundor asset, of any false or artificial entry in the Company’s books and records, or of any inappropriatepayment,shouldpromptlyreportthemattertotheCompany’sChiefFinancialOfficer,andtotheICRA Legal departmentorviathe ICRAIntegrityHotline. • DeceptionandFraud • You must not engage inanyformoffraudordeceptionwitha customer, the Companyorany other party.The basis ofdeceptionorfraudisamisrepresentation,whichinitssimplestformisastatementthatisnottrueorismisleading. Toavoidanysuggestionof deceptionorfraud,youshouldnotethefollowing: • Representationsasawholecanbemisleading,eventhougheachstatementconsideredseparatelyisliterally true. • Failuretodiscloseimportantadditionalorqualifyinginformationmaybeamisrepresentation. • Representationsshouldnotshadethetruth. • Representationsshouldnotclaimcharacteristicsforaproductorservicethatitdoesnothave. • RepresentationsconcerningthefactualcharacteristicsoftheCompanyanditscompetitors’productsand servicesmustbecapableofbeingproven. Internal

15. ICRAAnalyticsCodeof BusinessConduct Accepting Gifts,EntertainmentorOtherThingsofValue The receiptofgifts, entertainment, and other things ofvaluefrom entities orpersonswho do or are seeking to do businesswiththeCompany can influence, or appear to influence, your business judgment, can create actual or potential conflicts of interest, and couldleadto inferences of bribery under thelawsin certain jurisdictions. For that reason,the Company places strictlimitson the types of gifts, entertainment and other things of value employees mayacceptfromsuchbusinesscontacts. Certain types of gifts, entertainment or other things of value are always improper, and thereforemaynot be acceptedatanytime.Specifically,youmaynotaccept:   anygiftintheformofcashoranycashequivalentsuchasa giftcertificateorgiftcard; anygift,entertainmentorotherthingof value,regardlessof itsvalue,wherethereisanyreasonto believe thatitisbeingofferedinanattempttoinfluenceyourworkattheCompany; anygift,entertainmentorotherthingofvaluethatisextravagantorlavishinnature,orwhichexceedslocal social orbusinesscustom; anygift,entertainmentorotherthingofvalue thatisintendedtobeconcealedorisnotofferedopenly andtransparently;and/or anygift,entertainmentorotherthingofvaluefromagovernmentemployeedirectlyorindirectly throughathird party.    Finally, you should neversolicitor encourage any business contact toofferyou a gift or other thing of value. All employees of the Company, are prohibited from soliciting or accepting any gifts, entertainment or other things of value fromanyratedentityorthesponsorsoragentsof aratedentity. Company employeesmayonlyaccept minor incidentals provided in the context of a business interaction—suchas lightmeals,pensandpaper —limitedtoINR5,000per person,perbusinessinteraction, per day. Someexamplesofacceptableandunacceptablegifts,entertainmentandotherthingsofvalueareasfollows:   Apromotionalballpointpen wouldbeofnominalvalue,butagoldwristwatchwouldnotbe. A festival gift of a sweet box or cake or dry fruits from a vendor or customer wouldlikelybe of nominal value (provideditisworthINR5,000 orless),butagoldcoinwouldnotbe. Tickets toanordinarysportingeventthatyouattendwith abusinesscontact,wouldbeconsidered customary and reasonable, but tickets to the World Cup, or other similar major sporting event would be consideredexcessiveinvalueandshouldnotbeaccepted. Ordinarybusinessmealsareacceptable,butalavishdinneratafive-starrestaurantlikelywouldnotbe.   Good judgment would also dictate that theCompany should periodically assume the cost of themealas a business expense. Ihave been askedtospeak ataconference sponsored by one ofthecompanieswith whichtheCompany does business.May Iaccept reimbursement formyadmissionfeefortheevent as well asmytravel,lodging and otherincidentalexpenses? Yes. These are not considered gifts under the Code. However, such reimbursement(ordirect payment of such expenses on your behalf) must be for your individual travel, lodging, meals, and other reasonable expenses. You should not accept reimbursement for lavish or extravagant travel, lodging or other expenses. Youmaynot be reimbursedforthetravelor otherexpensesof anyfamilymemberswhoaccompanyyou. Internal

16. ICRAAnalyticsCodeof BusinessConduct WhatdoIdo ifIreceiveaperishablegift? The employees of the Company may,withthe approvalofyour manager and the ICRA Compliance department, sharesuchgiftswiththeirofficecolleaguesordonatethemtoapublicserviceorsocialserviceorganization. Ifyouareofferedagift,entertainmentorotherthingofvalue,andyouhaveanyquestionabouttheappropriateness of acceptingit,youshould seekguidancefromtheICRACompliancedepartmentpriortoacceptance. Gifts, entertainment or other things of value that do notmeetthe requirements outlined above should be returned to the donor as tactfully as possible. Youmayrefer to thisCodewhen you return such a gift, and you should report suchagifttoyourmanager. The employees of the Company should consult the ICRA Compliance department if they encounter a situation in which the gift, entertainment or other thing of value exceeds these guidelinesbuttheir refusal to accept would be seenasoffensive. For information regarding the giving of gifts, pleasereferto the Anti-Bribery and Anti-Corruption Laws section ofthe Code. IntellectualProperty When you perform work forthe Company,the Companyownsall intellectual property rights in your work product (“Work Product”), to the extent permitted by applicable law, includingbutnotlimitedto all copyrights, trademarks, patents, inventions, and know how associatedwiththe WorkProduct.Tothe extent permitted by applicable law, your Work Product isconsidered“work made for hire” created forthe Company. If for some reason any Work ProductyoucreateisnotdeemedworkmadeforhireordoesnotbelongtotheCompanybyoperationofapplicable law, you assign and agree to assign to theCompany any and all of your right, title and interest inandto the Work Product, including all copyright (and all future copyright)andpatent rights or, if applicable local lawdoesnot permit assignment of rights, you grant theCompany an exclusive, unlimited, worldwide, royalty-free license, to the extent permitted by local law. In relation toanyWork Product inwhichyou have a moral right,youirrevocably consent to the Company using suchWorkProduct in any mannerthatmight otherwise infringe such moral right, provided such consentand/orinfringementisallowedbyapplicablelaw.IfrequestedbytheCompany,youwillexecuteanyfurther documents in the future necessary to documentCompany ownership of the Work Product. When you develop new Work Product, youwilldisclose it promptly tothe Company. You agree not to use or misappropriate any third party intellectualproperty,confidentialorproprietaryinformation,ortradesecretsincreatingWorkProductor performing anyserviceforthe Company. UnauthorizedCopyingorUse Generally, it is against thelawto make copies of legally protected works of others or tousethem without proper permission.Wrongfulcopyingofcopyrightedmaterialscanresultinpersonal,aswellasCompany,liability. Protectedworksincludemostpublications,computersoftware,videoandaudiotapesorfiles,andcertaindatabases. In addition, protected worksmayinclude material displayed or published through Internet web sites, including articles,musicalrecordings(suchasMP3files),graphicdesigns,photographicimagesandaudiovisualmaterials. As employees of a company whose business is based onitsvaluable intellectual property,wemust be especially sensitivetotheintellectualpropertyrightsofothers.Youmustnot,whenpreparinganypresentationtoor publication forCompany employees, customers, investors, or other third parties, copy oruseany protected works prepared by any other person who is not aemployee oftheCompany, or was not anemployee of the Company when such material was prepared, unless you: (a) acknowledge theuseof such other person’s protected works and identify in the relevant presentation or publication, at a minimum, the name of the author, publisherandowner of the protected works; and (b) obtain the consent in writing of the ownerofthe protected works if more than an insubstantial portion of original work is used. ICRA Legal department can assist you in determining whether such writtenconsentisrequired. Internal

17. ICRAAnalyticsCodeof BusinessConduct Thelawdoespermitinsomecircumstancescertain“fairuse”or“fairdealing”ofprotectedworks,butthisrightis limitedandrelianceonitshouldbemadeonlyinconsultationwiththeICRALegaldepartment. Wheniscopyingpermitted? ThesearesomeofthelimitedcircumstanceswherecopyingbytheCompanymaybepermitted,dependingupon applicable law:  Preparinganoriginalworksummarizingothers’copyrightedmaterialandincludingitinCompany publicationsorreports togetherwithbrief quotations. Occasionalcopyingofasmallportionofanarticleorbook(butnotanyextensiveorregularcopyingofan outsidepublicationtoreducesubscriptioncostsandbroadeninternaldistribution). Makingacopyof acomputerprogramasanarchivalorbackupcopy. ForwardinganInternetaddressorlinkto awebsitewhereinformationofinterestispublished.    Someof these examplesmaystill be prohibiteddueto confidentiality obligations tothirdparties or contractual restrictions. The circumstances under which copying bytheCompany is permittedmaydiffer from jurisdiction to jurisdiction depending oneachjurisdiction’s intellectual propertylawsaswellas the specific facts relating to the copying.Ifyouhaveanyquestionsabout whethercopyingispermitted,pleaseconsulttheICRALegaldepartment. Example: A company pays INR 10,000 a year for its one subscription to a weekly industry newsletter. It wouldnotbe a fairuse to make 12 complete copies of such newslettereachweek for its regional sales managers. Itmaybe a fairuseto occasionallycopyalimitedexcerptfromthenewsletterandcirculateittotheregionaloffices,butnotifsuchcopying would effectively serve as a substitute for the subscription. Consult the ICRA Legal department for any specific questionsinthisarea. QuestionsandAnswers-EthicalBusinessPractices Iknowthatour team is in the processofdevelopinga newproduct. I’m tryingtocloseabig salewith anew customer.I’m sureIcould makethesale ifIpromisethecustomerthat thenew product will be available by the endoftheyear.Idon’tthinkthisisdeceptivebecausewe areactually workingontheproductnow. You cannot make claims about a product that are not based on facts and cannot be proved. Even if youhavebeen authorized to tell a customer a new product isunderdevelopment, if you have notofficiallybeen notified by the Companywhentheproductwillbeavailable,youcannotpromisethatproductbya dateyouhavechosen. Ourcompetitor’s salespeople are claiming thattheirproduct ismoreaccuratethanours because their analysis isbasedon alargerdatabase.Can Idispute thoseclaimswithourcustomer? You can dispute the claim iftheCompany has proof to back up any statements you make about the competition. If youknowofanyonemakingclaims abouttheCompanythatyoubelieveareuntrue,notifytheICRALegal department. Iamasecretaryandhavebeenaskedtofilloutanexpensereportformyboss.Iknowthathiswifeaccompanied him onthe tripfor purely personal reasons and that he has included his wife’s expenses inthereport without approvalofhighermanagement,althoughnoonecan easilytellfrom theinvoices.Whatshould Ido? Askhimifheinadvertentlyincludedhiswife’sexpenses.Ifyouknowanexpensereportassubmittedisfraudulent, youshouldreportittotheICRALegaldepartment.YoumayalsomakeareportviatheICRAIntegrityHotline. Internal

18. ICRAAnalyticsCodeof BusinessConduct Ithink thatthe vicepresident ofmydepartment submitted sales figures forthequarter, thatwere muchhigher thanouractualsales. The vicepresidentisunderalotofpressure tomeetsalesgoals.WhatshouldIdo? If youfeelcomfortable doing so, talk to the vice president about your concern. If you still thinkthefigures are dishonest,youshouldreportyourconcerntotheCompanyChiefFinancialOfficerandtotheICRALegaldepartment. Youmayalso make a report via the ICRA Integrity Hotline. Submitting false financial results violates this Code and canresultinfraudchargesagainsttheCompany. Confidentiality It is imperative that allemployeesofthe Company maintain the confidentialityofnon-public information regarding our customers, both to encourage our customers’ good faith disclosures and to fulfill our legal obligations.In particular, the receiptofconfidential information from the customers requires close attention be paid to protecting such confidential information.Tothe extent thatanemployee is obligated tokeepany particular information confidential, that obligation continues even after the employee’s employmentwiththe Company terminates for anyreason. In addition to harming the Company, the misuse of confidential information could violate insider trading laws, as discussedundertheInsiderTradingsectionof thisCode. ICRALegaldepartmentmustreviewallagreementsrelatingtoconfidentialitypriortotheirexecution. COMPANYConfidentialInformation Employees(employeesworkingondeputationinCompanyoragentsoftheCompanythathaveexecuted appropriate agreements containing binding confidentiality obligations) are prohibited from disclosing non-public informationgainedinthecourseof theiremploymentordealingswiththeCompany,including: When speakingwiththe press, or other third parties, youmaynot disclose confidential informationthathas been providedbyanyclientthathasnotpreviouslybeendisclosedinanypubliclyavailablesources.Ofcourse,confidential information received fromtheclients should onlybeincluded in our publications if the client has given its prior consenttosuch disclosure. Internal

19. ICRAAnalyticsCodeof BusinessConduct ConfidentialityIssues Relating toGroupCompany Fromtimetotime,Companyreceivesconfidentialinformationfromitscustomers.Confidentialcustomer informationwillnotbesharedwithotherGroupCompanyentities’employees. AllconfidentialCompany’scustomerinformationstoredineitherinhardcopyand/orelectronicallymustbe protectedbyusingtechnologicalandphysicalsecurityprocedures. TradeSecretsandProprietaryInformation We also need to maintaintheconfidentiality of the Company’s trade secrets and other proprietary information. Employees and directorsmaylearn facts aboutCompany’s business, plans, or operations thatCompany has not disclosed to its competitorsorthe general public. Examples of Company trade secrets and proprietary information mayinclude,butarenotlimitedto,un-publishedpricesensitiveinformationsuchascustomerlists,thetermsoffered orpriceschargedtocustomers,nonpublicmodelsormethodologies,marketingorstrategicplans,potential acquisitions or proprietary product designs or product systems developments. Employees and directorsmaynot disclose such information except, in the ordinary course oftheirauthorized business activities, to partieswithwhom theCompanyhasentered intoagreementscontainingappropriate confidentialityobligations.Thisrestriction applies equally to the tradesecretsof our customers. If you have questions about whether disclosure of a particular tradesecretorproprietaryinformationtoathirdpartyispermitted,pleaseconsulttheICRALegaldepartment. SafeguardingConfidentiality You must be careful not to discuss confidential or proprietary informationwith third parties, includingfamily members or business or social acquaintances, or in places where you can be overheard, suchastaxis, elevators or restaurants.Youmustalsotakecareinsecuringdocumentsandcomputerfiles thatcontainconfidentialor proprietary information. Even withinthe Company, confidential information should be disclosed onlyona need-to- know basis.Please be aware that useof personal email accountsto store,transfer ordistributeCompany’s confidentialandproprietaryinformationisnotpermitted,exceptasprovidedinanyapplicableCompany’sITpolicy. ProtectionofPersonalData In accordancewithapplicable law,the Company collects, processes, uses, transfers, discloses and stores personal data relating to its employees for the purposes of their employment, the Company’s business and administration, andcompliancewithapplicablelaws,thisCodeandotherCompaniespoliciesandprocedures.Suchdatamayinclude your name, date of birth, nationality, passport or driver’s license details, photograph, education and qualification details, marital status, number of dependents, bank account details, tax details,healthinformation, pregnancy and/or disability status,informationrelating toyourposition within the Company, performance and evaluation, absences, salary, bonus, benefits, securities accounts, holdings and transactions, aswellas the securities accounts, holdings and transactions of certain of your family members, and contact details foryouand your next of kin. In addition,incertaincircumstances,yourpersonaldatamay bepassedontoCompany’sexternalagentsor contractors subject to appropriate confidentiality arrangements to assistthe Company in the performanceofthe foregoing functions, includingbutnotlimitedto, outsourced payroll or HR service providers, IT and communications service providers, law firms, accountants and auditors. Further,Companymayrelease your data to third parties if required by law, regulation, or court order. Your personal datawillbe processedduringthe continuance of your employmentwiththe Companyand thereafter, for as long as reasonably necessaryfor Company’s legitimate businesspurposes andaspermittedbyapplicablelaw. Tothe extent you are employed byanaffiliate oftheCompany located in the jurisdiction having a similar legal structurewithregard to the protection of personal data, please be advised that yourdata maybe transferred to, storedandprocessedfortheabove-mentionedpurposesbyothermembersoftheCompanyorgroupofcompanies, external agentsorcontractorsincountriesoutside yourjurisdiction. If you would like any further information about the collection and processing of your personal data, including any rights youmayhave under local law to access, modify, update, correct or delete such personal data, please contact the HRdepartment. Internal

20. ICRAAnalyticsCodeof BusinessConduct It is the responsibility ofeachemployee to secure, protect, and maintain the confidentiality of any personal data (including employee data and similar personal data received from customers, vendors, contractors and other third parties) he/she accesses during the course of his/her relationshipwiththe Companyinaccordance with the Privacy, Security and Standards of Use of Company Technology Resources section of this Code, any other Company’s policies or guidelinesonsecurity,andapplicablelaws. WhatshouldIdo iftheconfidentialnatureofcertaininformationisunclear? Bearinmindthattherearemanytypesofinformationthatemployeesmayaccesswhichshouldbekeptconfidential, such as proprietary information regarding itsCompany oritscustomersandpersonal data relating to theCompany employees(whichmay include healthand/or leave information, PANdetails, creditcard numbers, and salary information). Because thereisa wide variety of information that should be maintained as confidential, you should err on the side ofcaution andrefrain from disclosing any such information untilyouhave had an opportunity to determine whether it is of a confidential nature.Ingeneral, confidentiality questions should be directed to your manager,theICRALegaldepartment,or,if applicable,totheHumanResourcesdepartment. Photographs,VideosandRecordings Subject to applicable law,the Companymaytake photographs and make audio and/or visual recordingsofour employees in ourofficesand at various events for anyuseinthe Company’s internal or external materials, including butnotlimitedto electronic and print formatsas wellasCompany’s website and external websites,andon social media.Byparticipating in any event that is being photographed or recorded, tothe extentpermitted by applicable law, youconsent to being photographedandrecordedandtothe Companyusing of suchphotographsand recordings of youasdescribed above at anytime.If explicit individual consentisrequired to be obtained for such purposesunderlocalapplicablelaws,theCompanywill useallreasonableeffortstoobtainsuchconsent. Internal

21. ICRAAnalyticsCodeof BusinessConduct ConflictsofInterest Company’s long-established internal policies to mitigate conflicts of interest are essential for our credibility in the market and the independence of our employees. A conflict of interest exists when your personal interest interferes in any waywiththe interests of the Company. Your obligation to conduct the Company’s business in an honest and ethical manner includes the ethical handling of actualandpotential conflicts ofinterestbetween personal and businessrelationships.Thisincludesfulldisclosureofanyactualorpotentialconflictsofinterestassetforthbelow. Special rules apply to executive officers and directors of the Company who engage in conduct that creates an actual, apparent or potential conflict of interest.Beforeengaging in any such conduct, executive officers and directors must make full disclosure of all facts and circumstances to the Company Secretary and the Chair of the Board of the Board ofDirectorsandintheabsenceofBoard,totheChairoftheBoardofDirectors,andobtainthepriorwrittenapproval of the Board or the Board of Directors (as the casemaybe). Theremaybe additionalpoliciesregarding conflicts of interest that apply to you or your business unit.Ifyou have any questions regarding whether a particular situation maycreateaconflictof interest,pleasecontactICRA’sCompliance department. Interestsin OutsideCompanies Decisions to do businesswithindividuals or companies must be made solely on the basis of the best interests of the Company. You should not participate in the selection of vendors, business partners or contractors, or make any decisions as part of yourjob(including participating in the rating process) for any entity, if you or animmediate relation has a significant business interest insuchentity. You also shouldnotacquire a significant interest in any customer or other entity thatmaycreate an actual or potential conflictwithyour dutiesonbehalf of theCompany, unlessyouobtainapprovalfirstfromyourmanagerorsupervisorandthenfromtheICRACompliancedepartment. Any interest in another company that would influence you to make a decision based on that company’s or yourown interests rather thanCompany is considered “significant.” An interest can be financial, such as owning stock, or personal, such as afamilyor other close relationshipwithan owner of a company. If you are uncertain whether an interest is significant, you should disclose it to yourmanager,who can decide whether you should be assigned to dutiesinvolvingthecompanyinquestionandwhethersuchsignificantinterestmayrequirefurtherreportingtoICRA Compliance department. Example: Youareamanager-ITattheCompany].Formanyyears,youhaveownedstockinInfosysLimitedthatisnowworth Rs.100,000.Yourmanagerassignsyoutodevelopspecificationsforthepurchaseofanewsoftwarepackage,and Infosysisoneofthemajorvendors.YoushouldinformyourmanagerofyourownershipoftheInfosysstock.Your manager willdecidewhetheryoushouldbetakenoffthatparticular assignment. PositionswithOutsideCompanies Anemployeeordirectorservingasanofficerordirectorofanoutsidecompanymayberegardedasarepresentative ofthe Company and might find his or her duties with that company to be in conflictwith Company’s interests. Employees should accept such a position only upon receiving approval first from their manager or supervisor and thenfromtheICRA’sCompliancedepartment.Ingeneral,requestsbyCompanyemployeestoserveontheboard ofdirectorsofanyclientoftheCompanywillnotbeapproved.Requestsbydirectorstoserveontheboardsofother companiesmustbemadeinaccordancewithCompany’sRemunerationPolicy. Internal

22. ICRAAnalyticsCodeof BusinessConduct An employee should not take a part-time or second job or any positionwithan outside entity, including not-for- profit entities thatmaycreate a conflict of interestwiththe duties that the employee performs for the Company. Beforeacceptinganyoutsideemploymentorotherposition,whetherpaidorunpaid,atanoutsideentity,youshould discuss firstwithyour manager or supervisor and thenwiththe ICRA’s Compliance department whether such a positionwouldpresentaconflictof interest. EmployeesasConsultants A managermaynot hireemployee of the Company to work as a consultant, orasan independent contractor or contractworkerforthe Companywherepaymentismadeoutsidenormalpayrollroutines. This applies, regardless of whether or not the work is related to the duties of the employee’s position, where payment is made outsidenormalpayroll routines. Theremaybe instances where special Company projectsmay warrant exceptions to thispolicywhere payment is madewithinthe normal payroll routines. Such exceptions must be approvedinadvancebyICRA’sHumanResourcesandICRACompliancedepartment. Further, the ICRA Compliance and Human Resources department must approve any situation in which a former employee of the Company wishes to become an independent contractor or contract worker forthe Company.In addition,theHumanResourcesdepartmentshouldbeconsultedinsituationsinwhichanindividualwhohasworked asanindependentcontractorfortheCompanywishestobecomeCompany’semployee. Purchases TheCompanywillpurchaseallofitsservicesandsuppliesonthebasisofquality,priceandservice.Thefactthata vendorisalsoacustomerof theCompanyshallnotbethebasisformakingpurchasingdecisions. UseofCompanyResources YoumaynotuseCompany’smoney,materials,suppliesorotherresources,includingcomputers,toadvanceyour personal interests. Each ofushas a duty to protect the Company’s assetsandtousethem efficiently. Theft, carelessness and waste have a direct impact on the Company’s profitability. We should take measures to prevent damage to and theft or misuseofCompanyproperty.Exceptasspecificallyauthorized,Companyassets,includingCompanytime, equipment, materials, resources and proprietary information, must beusedfor business purposes only. Personal calls from office telephonesshouldbe kept toareasonable minimum.Similarly, useof Companycomputers, including the Internet, for personal matters should be kept to a reasonable minimum, and any such usage should be consistentwiththe Privacy, Security, and Standards of Use of Company Technology Resources section of this Code. InnoinstancesshouldsuchpersonaluseofCompanytelephonesorcomputersinterferewith yourwork commitments. WhenyouleavetheCompany,allCompanypropertymust bereturnedtotheCompany. ImproperPersonalBenefitsfrom theCompany Conflictsofinterestarisewhenanemployeeordirector,oramemberofhisorherfamily,receivesimproperpersonal benefits as a result of his orherpositioninthe Company. Youmaynot accept any benefits from the Company that have not been duly authorized and approved pursuanttoCompany policy and procedure, including any Company loans or guarantees of your personal obligations. The Companywillnot make any personal loans to nor guarantee the personal obligations ofdirectorsand executive officers unless otherwiseallowedunder applicablelawsor Companypolicies. Company ConflictofInterestPolicy Internal

23. ICRAAnalyticsCodeof BusinessConduct The Company maintains separate policies and procedures relating to the identification and managementofconflicts ofinterestasmandatedunderapplicablelaws.TheemployeesoftheCompanyareexpectedtofamiliarize themselveswithandadheretothosepolicies. QuestionsandAnswers-Conflicts ofInterest As amanager,Ihave been workingwith a Companysupplier foranumber of years.Herecently offeredtodo somepersonalworkformeatasubstantialdiscount. CanItakehimuponhisoffer? No.ThecontractorwouldbegrantingyouaspecialfavorbecauseofhisrelationshipwiththeCompany. Isita conflictofinteresttorestrict myflightstooneairlineinordertocollectmileageawards? Company’s policy is that alltravellerson business for the Company should take advantage of the lowest logical fare offered.Nocarriershouldbeusedtogarner“frequentflyerbonuspoints”ifanother,morecost-effectivealternative isavailable. As theanalyst forXYZLimited,Ihavebeenworking withmycontactsatXYZLimited, including ABC,forseveral years. Recently,IbegandatingABC. Isthis aconflictofinterest?Whatshould Ido? Yes, this creates a conflict of interest. A conflict of interestmayarise from the personal relationship ofCompany’s employeewithan employee of a customer, investor, or other business contact. If you become involved inanysuch personal relationship that creates an actual or potential conflict of interest, subject to applicable law, you should notify your manager and a member oftheCompliance department, whowillassess the situation andadviseyou whether anystepsmustbetakentomitigatetheconflict. CanCompany’semployees sellproducts(e.g.,Amwayproducts)tootherCompanyemployeesor customers? Generally no. Solicitation by employees of otherCompany employees or customers for personal gain is prohibited. This principle applies whether the employee is on working time, on a break or at lunch. Nor should employeesuse Company resources, including telephones, fax machinesandcomputers, to engage in an outside business activity. Thisprohibitionisnotintendedtopreventemployeesfromsolicitingcharitablecontributionsfromotheremployees, or from raising funds on behalf of charitable organizations, provided the employees who are solicited are not subordinatesof thesolicitingemployee. Internal

24. ICRAAnalyticsCodeof BusinessConduct CorporateOpportunities Employees and directorsowea duty to the Company to advance its legitimate interests when the opportunity to do so arises. If you learn of a business or investment opportunity through theuseof corporate property or information or your position at the Company, such as from a competitor or actual or potential customer, supplier or business associate of the Company, youmaynot participate in the opportunity or make the investment, or assist another person in so doing, without the prior written approval of the General Counsel. Directors must obtain the prior approval of the Board. Suchanopportunity shouldbeconsidered an investment opportunity for the Company in the firstinstance.YoumaynotusecorporatepropertyorinformationoryourpositionattheCompanyforpersonalgain, andyoumay notcompetewiththeCompany.Normayyou assistsomeoneelseinsodoing. Internal

25. ICRAAnalyticsCodeofBusinessConduct Privacy,Security,andStandardsofUseofCompany TechnologyResources The Company technologyandinformation resources, including computer systems and,areCompany property, and allinformation,copiesofdocumentsormessagescreated,sent,received,orstoredonthesesystemsareandremain the exclusive property of the Company. Employees should be aware that, subject to applicable law, they have no proprietary interest inand noreasonable expectation of privacy while usinganyCompany computer equipment, voicemailequipmentorCompany-providedaccesstotheInternet,includingelectronicmail,instantmessaging,SMS textmessages,orsimilar technologies. Tothe extent permitted by applicable law, there is no confidentialitywithrespect to anyfilestored on or message sent orreceivedthroughCompany’ssystems underanycircumstances.Tothe extent permitted by applicable law, theCompanyreservestheright,throughtheuseofautomatedsoftwareorotherwise,onacontinuous,intermittent, or ad hoc basis, to monitor, open, read, review, copy, store, audit, inspect, intercept, access, disclose and delete all computer documents, systems, disks, voicemail,internet usage records and electronicmailof current andformer employees, aswellas anyothercommunications transmitted orreceivedthrough its systems without notice to any user and at anytime.Such activitiesmaybe undertakenfora range of purposes, includingbutnotlimitedto the following: to protect the security of the Company documents and systems; to maintain quality standards; to provide business continuity and record retention when an employee is absent (for whatever reason) or when an employee hasleftthe Company; to respond toanysummon, judicial order, or other request ofanygovernmental agency or authority; to investigate whereCompany has a legitimate and reasonable concern that an employee or former employee has engaged in wrongdoing, unlawful or illegal acts ormaybe in breach of Company requirements or policies; or as the Company’s business needsmayotherwise require.Totheextent permitted by applicable law, the resultsofanysuchreview,audit,inspection,interception,accessordisclosuremaybeusedfordisciplinarypurposes or in legal proceedings.Totheextent permitted by applicable law, youruseofCompany computer,voicemail and electroniccommunicationssystemsconstitutesyouracknowledgementandunderstandingoftheforegoingrights ofthe Company and your consent to them. Any employee who wishes to avoid inspection of any private personal data should not use Company equipment for personal matters or save any private personal data on Company computer storagedevices. SafeguardingCompanyTechnologyResources EmployeesareresponsibleforsafeguardingtheirpasswordsforaccesstoallCompany technologyresources, includingcomputerandvoicemail systems.Individualpasswordsshouldnotbegiven toothers,norshould employees access any account on Company computerandvoicemailsystems otherthantheir own.The useof passwords to gain access to the computer and voicemailsystems is intended solelytoprotect the security of Company’s businessand doesnot confer an expectation of privacyonindividual users. The Company has also installed a number of security features, such as firewalls, proxy servers,andanti-virus software, to protect its information technology. You should never disable or attempt to evade the operation of these security features. Employees must safeguardthelaptops, smart phones or any other technology resources provided to them by the Company and should exercise the highest standardsofcarereasonable and appropriate to the circumstancesto preventsuchtechnologyresourcesfrombeinglost,stolenoraccessedbyanunauthorizedperson. If you suspect or become awareofany unauthorized access to, or loss, misuse or acquisition of,Company’s technology resources, or information maintained on, or handledby,any technology resource, or any other incident in which the security ofCompany technology resources or information systemsmayhavebeen compromised, you mustimmediatelyreportsuchincidentonICRAIntegrityHotline. Internal

26. ICRAAnalyticsCodeof BusinessConduct AppropriateUseofCompanyTechnologyResources Use of web-basedmailsystems, except corporateemail, basedon the Google for Work, web-based storage systems, filesharing systems and third party orcommercialinstant messaging services (suchasYahoo!, WhatsApp, Facebook IM and AIM) for internal or external communications on anycomputer systems ordevicesof the Companyis prohibited.Tothe extent permitted by law,the Company reserves the right to monitor communications, and to restrictandrevokeaccesstoitasand whenitfeelsappropriate. All software used in connectionwithanyCompany’s technology resource must be licensed tothe Company and used for legitimate business purposes only.Inaddition, anyuseof open source or other free software must be approvedbyCompany Information Security and ICRA Legal department in accordancewiththe applicable policy. The unauthorized use, installation, copying or distribution of copyrighted software is prohibited and could expose the Company toclaimsof copyright infringement. Further, software not installed and maintained bythe Company poses a security risk to the Company. Any installation of software on Company’s equipment is the sole responsibility of,andmustonlybeperformedbytheCompanyITteam.TheCompanyprohibitsthe useofpeer-to-peer applications, improperly licensed software, or softwarethatattempts to bypass security controls and policieson Companysystems.TheCompanyhastherightto removeand/oruninstallanyunauthorizedsoftwarefrom Company’sequipmentwithoutnotice. Transmitting, downloading, displaying, or otherwise disseminating any sexually explicit or unlawful material by voice mail,electronicmail,or other form of electronic communication is contrary toCompany policyandis prohibited. Theuseof electronic communications that intimidate others or create a hostile work environment, or any other use that is inconsistentwiththe Company’s policies or professionalimage,is strictly prohibited. For example, employees are not to transmit, use, or condone the receipt of electronicmailcommunications that contain ethnic slurs, racial epithets, or anything thatmaybe perceived as harassmentofothers based on their race, national origin, sex, sexual orientation,genderidentity,age,disability,religiousor political beliefs,oranyotherlegallyprotectedstatus. Employees encountering or receiving such material should immediately report the incident to their manager or to theICRAHumanResourcesdepartment./TheCompanywillinvestigateallallegations,andemployeesfoundtobe inviolationof thesepoliciesmaybedisciplined,uptoand includingterminationof employment. The Company computer network, including its connection to the Internet, is primarily intended for the conduct of Company’s business. Although incidental personaluseispermitted, unauthorizeduseof the Internet through Company computer networkis prohibited. Unauthorizeduseincludes, but isnotlimited to: on-line gambling, interactiveorothergameplaying;downloading,uploading,sending,orstoringmusic,video,ormoviefiles,software, or other copyright-protected works; connecting, posting, downloading, transmitting or storing offensive or unlawful material; disabling or compromising the security of information contained on the Company’s computers; conducting personal business or commercial ventures; solicitingfunds, supportor membership for any organizations or causes outside the scope of your employment and/or responsibilities atthe Company; oranyotherusethat is inconsistent withthis Code or the Company’s policies. Please note thatthe Company filters its Internet connection for content thatisdeemed inappropriatefortheworkplaceandreservestherighttoblocksitesthatitconsiderstobe inappropriate,wouldcauseadistractionintheworkplaceorposearisktoitssystems,includingrisksassociatedwith bandwidthconsumption. For additional information regarding the appropriateuseof the Company’s technology resources, please checkwith Company’sIT department. Internal

27. ICRAAnalyticsCodeof BusinessConduct UseofPersonalElectronic Devices Employees’ useof anytype of personal electronic deviceswhile conducting anyCompanybusinessissubjectto relevantCompanypolicies. Usersmayusethepersonaldevicetoaccessthecorporateemail.Accessonmobiledeviceissubjecttoapprovals andmaybeenforcedwithapplicablepolicies. Inaddition,approvedemployeesmaybepermittedtoaccessCompany’stechnologyresourcesthroughcertain modelsofpersonally-ownedmobilecomputingdevicesusingCompany’sselectedthirdpartydownloadable softwareapplication. ParticipatinginthisBring YourOwnDevice(“BYOD”) programmeisvoluntaryandissubjectto departmental andmanagerialapproval. Employees are prohibited from engaging in any type of surreptitious and/or unauthorized recording or photography onCompany’spremises,e.g.,useofGoogleGlass.Inaddition,locallawsinmanyjurisdictionsprohibitphotography, videoand/oraudiorecordingwithoutpermission.EmployeesareremindedthatcopyinganyofCompany’s confidential informationonpersonallyowneddevicesisnotpermitted. Youshouldnotdiscloseconfidentialinformation usingyourpersonalelectronicdevices.Forexample,when attending Company’s meetings or traveling for business,donot publicize your activities or location on social media sites or otherwise, including through GPS-based mobile applications, because thiscouldalert othersaboutnon- public eventsorinformation. SocialMedia The Company recognizes the growinguseof commercial social media sites (e.g., LinkedIn, Facebook, Twitter, etc.) for legitimate business purposes in the workplace, aswellas the reputational and distraction risks such sitesmay pose. Accordingly,the Company has determined that it is in the best interest of its workplace to block access to certainsocialmediasitesthatareprimarilyusedforpersonalcommunications,suchasTwitterandFacebook. Internal

28. ICRAAnalyticsCodeof BusinessConduct InsiderTrading/MarketAbuse Employees and directors who have access to confidential information of the Company’s clients are not permitted to useor share that information for purposes of trading securities (such as clients securities) or foranyother purpose except the conduct of our business. The SEBI (Prohibition of Insider Trading), Regulations, 2015 and Section 195of the Companies Act, 2013prohibitbuying or selling securities issued by the Company’sclientswhile in possession of Unpublished Price Sensitive Information (UPSI)aboutthe Company’s client. Youwillalso violate theselawsby disclosingUPSIor material non-public information to another person. If you make such a disclosure orusesuch information, you can bepunished,even if you yourself have made no financial gain. In addition toheavyfines or lengthy prison terms, a violator in India or one who trades on stock exchanges can be required to pay civil penalties not less than INR 10lakhbutwhichmayextend toINR25 crore or threetimesthe amount of profits made out of insidertrading,whichever ishigher.Inother countries,suchactionscanlead tofines,publiccensure, compensation/restitutionordersandinjunctions,aswellaspotentialprisonterms. "Unpublishedpricesensitiveinformation"meansanyinformation,relatingtotheCompany’sclientortheir respectivesecurities,directlyorindirectly,thatisnotgenerallyavailablewhichuponbecominggenerallyavailable, islikely to materially affectthe priceofthe securitiesofthe Company’s clients, includingbutnotlimited to, informationrelatingtothe following: financialresults; dividends; changein capitalstructure; mergers,de-mergers,acquisitions,delistings,disposalsandexpansionofbusinessandsuchothertransactions; changesinkeymanagerial personnel; and materialeventsinaccordancewiththelistingagreement. An employee or director who hasUPSIbefore it is publicly disclosed shouldnotmake a trade himselfnorshall the employee or director provide the saidUPSIto any person until at least 48 hours after the information becomes generallyavailableorpubliclydisclosed. Example: InconnectionwithanalyzinganIndianissuer,ananalystreviewsanon-publicagreementthatwillallowtheissuer to enter a very profitable new lineofbusiness. She tells her sister-in-law, whobuys1,000 shares of the issuer’s shares. The day after the issuer publicly discloses the agreement, its stock price jumps Rs.120 per share.Theanalyst hasviolatedtheinsidertradingregulations,eventhoughshedidnotpersonallymakeaprofit. TradingandOwnershipRestrictions Issuers and other third parties often share UPSI withemployees oftheCompany. Moreover,Company’s actions mayhavean effecton thepriceof an issuer’s securities. Accordingly, in addition to legal restrictions,theCompany places important limits on trading or ownership of securities by its employees and their Immediate Relatives (as definedCompany’s Code of Conduct for Prohibition of Insider Trading) which means aspouseof a person, and includes parent, sibling, andchildof such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities to protect against anyactual or potential conflicts of interest. If you have any questions aboutCompany’s Code of Conduct for Prohibitionof Insider Trading, please contactCompany’s compliance officer appointedpursuantto the aforesaid Code, before engaging inasecuritiestransaction. Presented below is a general description ofsomeof the limitations on trading or owning securitiesthatapply to Company’s employees and their Dependents (as defined inCompany’s Code of Business Conduct)/ immediate relatives. Internal

29. ICRAAnalyticsCodeof BusinessConduct • An employee and his/her Immediate Relativesmay not buyorsella security if:(1)thepurchaseor sale is made whiletheemployee is in possession ofUPSIrelating to the security or the issuer ofthesecurity; or (2) the purchase or sale is made while aware ofnon-publicinformation that isproprietarytoCompany, regardless of whether such information is material. Information relating to a potentialCompanydecisionis considered “proprietary” to theCompany.UPSIofCompany’s clients are deemed byCompany toremainnon-public until theforty-eighthoursaftertheinformationbecomesgenerallyavailableorithasbeenpubliclydisclosed. • An employee involved in credit or securities analysis, andemployeeswho have routine access to UPSI, and their Immediate Relatives,maynotbuy, sell,orownanysecurityor other instrument ifthe securityor other instrumentisonarestricted/greylistthatisapplicabletotheemployee. • Company employeesmaynotdirectly or indirectly participate in any action (even if the company or any of its subsidiaries are not on the employee’s restricted list), if they or their Immediate Relativesownany security that could be affected by that action. These trading and ownership restrictions apply regardless of where an employee resides,evenif the activitydoesnotviolate the law ofthe countrywhere he/she resides.Eachemployeeis responsible for making sure that he/she and any Immediate Relatives complywithCompany’sCode of Conduct for Prohibitionof InsiderTrading. • The Company reserves therightto impose additional restrictions at anytimeafter necessary modification(s) in the Company’sCodeof ConductforProhibitionof Insider Trading. • ReportingRequirements • Tocomplywithlegalrequirementsaswellasfacilitateinternalmonitoring,/Companyrequiresemployeestoadhere toreportingrequirementsrelatingtotheirsecuritiesholdingsandtransactions.Thesereportingrequirements,which vary dependingonthe jurisdiction and the employee’s role, are described in a greater detail inCompany’s Code of ConductforProhibitionof Insider Trading. QuestionsandAnswers-InsiderTradingorMarketAbuse May Ibuyorsellasecurityassoonasmaterialinformationbecomespublic? No. As a general rule, an employee or director who has UPSI before it is publicly disclosed should not make a trade untilatleastfortyeighthoursafteritisdisclosedinordertoensurethatthemarkethashadsufficienttimetoabsorb the information. AmIfreetodisclosenon-materialconfidentialinformation? You must not disclose without authorization any confidential information that youlearnabout the Company’s business during the course of your employment. As discussed in the Confidentiality section above, itis Company’s policy not to disclose any confidential informationregardless of whether such information is material ornot. Similarly,Companydoesnot permitdisclosureofitscustomers’confidentialinformation,regardlessofits materiality. Also, confidential information should be shared even withinCompany only on a need-to-know basis, andmay onlybe provided to third party contractors oragentsof those entities that have executed appropriate agreements containing binding obligations tokeeptheinformationconfidential. You should make suretokeep confidential alldocumentsunderyourcontrolthatcontain confidentialinformation. IownsomesharesoftheClientsthatIwouldliketoselltohelppayforanewcar.Idonothaveanyunpublished price sensitive information abouttheClients oranyof its Subsidiaries direct or indirect. DoIhaveto checkwith anyonebeforeselling,orreportthesaletoanyone? Youmaybuyor sell Client’s shares subject to apreclearancefrom the compliance officer provided you are not in possession of unpublished price sensitive information and the Trading Window is not closed. If youhaveanydoubt whetherinformationyouhaveismaterial,consultwithamemberof ICRA’sCompliancedepartment. Internal

30. ICRAAnalyticsCodeof BusinessConduct SomeoneIusedtoworkwithisnowastockmarketanalyst.Wheneverhecalls,hepretendsit’spersonal,but thenaskswhatishappeningatICRA orCompany.Iamnotsure whattosay. You should never discuss the Companywithan analyst. All inquiries from analysts or similar securities specialists about the Company or its group companies (including ICRA Limited) should be referred to ICRA’s Chief Investor Relations Officer. You mustnotdiscuss confidential business issueswithfriends or acquaintances, even if they have nointerestinour business. ICRAorCompanyowns5percentofthestock of anothercompany thathas publicly traded stock. Inthecourse ofmyjob,Ilearned that ICRA orCompanyplanstobuy another5percent of that company’sstockshortly. May Ibuy sharesof thatcompany’sstockbeforetheICRAorCompanypurchase? No. That company’s stockprice maywell change because of the purchase by ICRA orthe Company. Thesamerules thatapplytomaterialnon-publicinformationaboutICRAorCompanyapplyaswell tomaterialnon-public informationyoulearnaboutothercompanies. If material non-public information is passed downtheline amonganumberof Company’s employees and eventually it is determinedaviolation of the insider trading regulations has occurred, are alltheemployees liable? All of the employees could be implicated in securities violations. The person disclosing the information can be found culpable,evenif he/shedoesnotfinanciallybenefit. Internal

31. ICRAAnalyticsCodeof BusinessConduct FairDealing The Company depends onits reputation for integrity. The waywedealwith our customers, competitorsand suppliersmouldsourreputation,buildslong-termtrustandultimatelydeterminesoursuccess.Youshoulddealfairly withthe Company’s customers, suppliers, competitorsandemployees. We must never take unfair advantage of others through manipulation, concealment,abuseof information, misrepresentation of material facts or any other unfair dealingpractice. Internal

32. ICRAAnalyticsCodeof BusinessConduct Competition The Company iscommittedtobeing in compliance with the Competition Act, 2002 of India aswellas antitrustand competitionlawsof other countries that applytotheCompany’s or its subsidiaries ortheirrespective businesses. TheCompanywillnottolerateanybusinesstransactionoractivitythatviolatestheantitrustandcompetitionlaws inIndiaoranyotherjurisdictioninwhichtheCompanyand/oritssubsidiariesoperate. The Company acknowledges that antitrust and competitionlawsdefine acceptable behavior for competing ineach marketplace and free and open competition requires that we refrain from collaboratingorcommunicatingwithany competitorinanywaythatisintendedtorestrain,orhastheeffectofrestraining,competitioninareassuchasprice, creditterms,services,orproductavailability. ThemainaimsoftheCompetitionAct,2002istopreventpracticeshavingadverseeffectoncompetition,topromote andsustaincompetitioninmarkets,toprotecttheinterestsofconsumersandtoensurefreedomoftradecarried on by other participants inmarketsin India. We must adhere to the said ethos for our business in India. Further for our business outside India such as in the United States and the EU,lawsprohibit agreements or actions that might injure competition, secure, threaten to secure, or maintain a monopoly through anticompetitive means (such asin theUnitedStates)or“abuseadominantmarketposition”(intheEUandotherjurisdictions). You must remember that antitrustlaws inthe United States are stringentandthat violations canleadto recovery to the extent of three times the actual damages and criminal fines and jail terms. Additionally,the Companymayalso be subject to competition laws in other jurisdictions where it or its subsidiaries undertake business or impacts the marketplacesandprivatepartiesmay beabletoseekdamagesforlossessufferedasaresultofbreachof competitionlawsinthesaidjurisdictions. Competition and antitrustlawsare deliberately broad andgeneralin their language andhence,attention should be paid to possible antitrust orcompetitionlaw implications ofCompany’s business activities. ICRA’s General Counsel shouldbecontactedinallcaseof doubt. DealingwithCompetitors inIndia The Companywillnot beallowedto enter into any agreementwithcompetition(s) or associations of competitions includingcartels,engagedinidenticalorsimilartradeofservices,which—(a)directlyorindirectlydeterminesservice fee/ charges; (b) limits or controls markets, technical development, investment or provision of services;(c)shares themarketorprovisionofservicesbywayofallocationofgeographicalareaofmarket,ortypeofservices,ornumber ofcustomersinthemarketoranyothersimilarway;(d)directlyorindirectlyresultsinbidriggingorcollusivebidding, shall bepresumedtohavean appreciableadverseeffectoncompetition. Provided that it shall not apply to any agreement enteredintoby way of joint ventures if such agreement increases efficiencyintheprovisionofservicesof theCompany. TheCompanyshallalsonotenterintoanagreementamongstcompetitionsatdifferentstagesorindifferentmarkets or inrespectof priceofprovisionsof servicesincluding- (a) tie-in arrangement- includes any agreement requiring a purchaser of goods/services, as a condition of such purchase,topurchasesomeothergoods/services; exclusive supply agreement- includes any agreement restricting in any manner the purchaser in the course of histradefrom acquiring or otherwise dealing in any goods other than those of theselleror any other person; (b) Internal

33. ICRAAnalyticsCodeof BusinessConduct (c) exclusivedistributionagreement-includesanyagreement tolimit,restrict or withholdthe output orsupply of anygoodsorallocateanyareaormarketforthedisposalorsaleof thegoods; (d) refusaltodeal-includesanyagreementwhichrestricts,orislikelytorestrict,byanymethodthepersons or classesof persons towhomgoodsaresoldorfromwhomgoodsarebought; resalepricemaintenance-includesanyagreementtosellgoodsonconditionthatthepricestobecharged ontheresalebythepurchasershallbethepricesstipulatedbythesellerunlessitisclearlystatedthatprices lower thanthosepricesmaybecharged. (e) EmbargoesoncompetitiveagreementsarefairlysimilarinotherjurisdictionsaswellandtheCompanyisnotallowed to enter into certain agreementswithcompetitors andactin concert to fix, set or control the availability of any products or services, the prices, or any associated terms or conditions under the anti-trustlawsas well. Any formof informalunderstandingmayalsoattractsanctionsundertheanti-trustorcompetitionlaws. Abuseof Dominant Position Adominantpositionis apositionof strengthenjoyedbyanenterpriseinarelevantmarketwhichenablesitto: (i) (ii) operateindependentlyofcompetitiveforcesprevailingintherelevantmarketor affectitscompetitorsorconsumersortherelevantmarketinitsfavour. TheCompanyshallnotabuseitsdominantposition.Thereshallbeanabuseofdominantposition,if theCompany: (a) directly or indirectly, imposes unfair or discriminatory- (i) condition in sale of service; or(ii)pricein sale (including predatoryprice)ofservice. limitsor restricts - (i) provision of services or market therefore or(ii)technical or scientific development relating to services to the prejudice of consumers; or(c)indulges in practice or practices resulting in denial ofmarketaccessinanymanner;or(d)makesconclusionofcontractssubjecttoacceptancebyotherparties of supplementary obligations which, by their nature or according to commercial usage,haveno connection withthe subject of such contracts; or(e)uses its dominant position in one relevantmarketto enter into, or protect,otherrelevantmarket. (b) Theimportantqualificationsthatmaytriggertheapplicabilityofaboveprovisionsare: (a) (b) (c) (d) (e) (f) creationofbarrierstonew entrantsinthe market; driving existingcompetitorsoutofthemarket; foreclosureof competitionbyhinderingentryintothemarket; accrual of benefitstoconsumers; improvementsinproduction ordistributionof goodsorprovisionofservices; promotionoftechnical,scientificandeconomicdevelopmentbymeansofproductionordistributionof goodsorprovisionofservices. Whatdo IdoifIreceiveaninappropriaterequest? If you are asked by a competitor to enter into an illegal or questionable agreement on pricing or the other activities discussed above, or to share information aboutCompany’s practices, you should immediately inform ICRA Legal department about the incident. The ICRA Legaldepartmentwillassist you in determining the appropriate action to take. Internal

34. ICRAAnalyticsCodeofBusinessConduct IntegrityofBusinessProcessesandSeparationofActivities No employee or directormayengage in any conduct that interferes, or might have the appearance of interfering, withthe outcomeofany specific reporting, measurement, or evaluation process of theCompany in a manner that compromises, or might appear to compromise, the integrity of such process. The essence ofCompany businesses is theabsoluteandunquestionedintegrityof ourreporting,measurementandevaluationprocesses. If you have any questions relating to the separation of activities, including whether specific informationmaybe shared, you should seek guidance fromtheLegal department and/or the Compliance department prior to sharing anypotentiallyconfidentialorsensitiveinformation.Employeeswhobelievetheymay haveimproperlyor inadvertentlyreceivedinformationshouldnotifytheirsupervisorandtheICRALegaldepartmentimmediately. Internal

35. ICRAAnalyticsCodeofBusinessConduct GovernmentInvestigationsandCivilLitigation TheCompanycooperateswithappropriateinvestigationsbytheGovernmentofIndiaandthegovernmentsofother countries, and their departments and agencies. No employee should ever: (i) destroy, hide or alter any document or part of a document in anticipation of a request for those documents from a government agency or a court;(ii) lieor make any misleading statements toanygovernment investigator, or in any deposition or other testimony; or(iii) attempttoinfluenceanemployeeoranyotherpersontoengageinanyof theseacts. AlthoughCompany cooperateswithappropriate governmental investigations and responds properly to valid legal process,the Company also has legitimate and important intereststoprotect. For example,the Company has importantconfidentialityobligationstoitscustomers,includingtheobligation,incertaininstances,toprovidenotice to those customers when requested or ordered to provide information about them.Toassistthe Company in complyingwithour obligations to our customers or others, and to ensure the accuracy of the information we provide, you should notify the ICRA Legal department if you are approached by a government investigator regarding Companyoranyofitscustomers. This should in no way deter you from reporting any suspected wrongdoing at the Company to the ICRA Integrity Hotline, the ICRA Legal department, or any of the other resources identified in thisCode.The Company prohibits retaliation against an employee for making a good faith reportofsuspected wrongdoing to the Companyorthe government,orfor cooperatingwitha government investigation.If you believe thatyouhave been subject to retaliation for making a good faith report or for cooperatingwitha government investigation, you should report the mattertotheICRALegaldepartmentimmediately.Alternatively,youmayreportthemattertoICRAIntegrityHotline. CivilLitigation Like all companies, the Company issometimesinvolved in civil litigation, and youmaybe approached by lawyers for companies or people who have brought suit ormaybe thinking of bringing suit against the Company oroneof our customers. You should contact the Legal department before responding to any questions about / Company or our customers from lawyers or representatives of third parties whomaybe involved in or contemplating bringing a lawsuit againstthe Company or our customers. Pleasebeaware that you must contacttheICRA Legal department beforeprovidingsuchpeoplewithanyinformationorrecordsregardingCompanyorour customers. Record Retention andPreservation Directives Documents and other records(inwhatever form) must be retained for the periods oftimespecified by law and underCompany’srecord-retentionpolicies,procedures,andrules. Under appropriate circumstances relating to a government investigation and/or a civil litigation, theCompanywill issue a record preservation directive to all employees who arelikelyto have in their possession records relevant to the subject matter of the investigation or litigation. Thus, from time totime,youmayreceive directives from the Legal department directingyouto preserve all such records in your possession or under your control. If you receive suchadirective,youmaynotdestroyorotherwisediscardanyrecordsrelatingtothesubjectmatterdescribedin thedirective,regardlessoftheplaceormannerinwhichthoserecordsarestored.Inaddition,ifyoureceive/learn of a summon or legal notice or a pending or contemplated litigation or government investigation, you should immediately contact theLegaldepartment. Similarly, if you have notreceiveda record preservation directivebut believe you have records related to a summon or legal notice or pending or contemplated litigation, government investigation, or other proceeding, you should immediately contact the Legal department. In such circumstances, you must also retain and preserve all records thatmaybe responsive to the summon or legal notice or relevant to thelitigationortotheinvestigationuntilyouareadvisedbytheICRALegaldepartmentastohowtoproceed. Youmustalsoaffirmativelypreservefromdestructionallrelevantrecordsthatwithoutinterventionwould Internal

36. ICRAAnalyticsCodeof BusinessConduct automatically be destroyed or erased (such as electronic mail and voicemailmessages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. The destruction or falsification of a recordwiththe intent to impede or that has the effectofimpeding a governmental investigation, audit or examinationmaylead to prosecution for obstruction of justice. If you are not sure whether a record canbedestroyed, consult ICRA Legal departmentbeforedoingso. TheseretentionobligationsapplyequallytoCompanyrecordsthatyoustoreinlocationsoutsideCompany’soffices, including your home. Thus, if you store records outsideCompany offices, youwillbe expected to provide any such records to the ICRA Legal department upon request. Furthermore,if you storerecordselectronically on your personal computer, youmaybe asked to provide theCompany access to your personal computer so that the ICRA Legal department or an agent thereofmayextract anyCompany records related to an ongoing investigation and/or litigation. Aren’tmy files,memos ande-mailsconfidential? No. Except for certain “privileged” communications, all Company documents andcomputerfiles, including the most casual note or electronic mail message,mayhave to be disclosed to government enforcement organizations or private parties in investigations or lawsuits involving the Company. You should also know that stamping documents “restricted”or“confidential”may notprotectthemfrombeingdisclosedincourt.Consultwith ICRA Legal departmentaboutwhencommunicationswithalawyercanbe“privileged.” Internal

37. ICRAAnalyticsCodeof BusinessConduct Anti-BriberyandAnti-CorruptionLaws You must not engage in commercialorpublic sector bribery.This means you or anyone acting on the Company’s behalfcannotoffer,promise,orgive,moneyoranythingelseofvalue,directlyorindirectly,toacommercialparty or publicofficialintending to receive, or for having received, favorable treatment. You are also prohibited from “turningablindeye”tothelikelihoodthatanagentorotherthirdpartyisorwillbemakinganimproperpayment in connectionwiththe Company’s business. Anti-corruptionlawsin various jurisdictions, includingtheU.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“UKBA”), the PreventionofCorruption Act, 1988, Indian Penal Code,1860andallapplicableanti-briberyandanti-corruptionlaws wheretheCompany operates,restrict companies’ and employees’conductin this area and subjectthe Company and its employees to serious penalties forviolations.PleaseconsulttheAnti-BriberyandAnti-CorruptionPolicyforfurtherguidance. Becausethe Company maybeliable for improper payments made by third parties acting on its behalf,employees of the Company who seek to engage certain third parties thatwillinteract with publicofficialsor with customers or prospective customers must ensure that suchthirdparties are formally vetted before contracting for any services. PleaseconsulttheCoveredThirdPartyAnti-CorruptionDueDiligenceandContractingProceduresforfurther guidance. TheCompanyisalsorequiredtoensure thatitsbooksandrecordsaccuratelyreflectthe true natureofthe transactions represented,andto maintain internal accounting control systems designed to preventanddetect impropertransactions.Accordingly,allinformationrelatingtobusinessexpensesorothercostsincurredonbehalf oftheCompanymustberecordedaccuratelyandprovidesufficientdetails. If you have any questionas towhether a gift or favor could violate your local anti-bribery statute, this Code or Company’sPolicy,pleasecontacttheICRACompliance department. Whenisitpermissibletogive gifts? Employees generally are free to give reasonable, inexpensive and customary gifts to non-governmental business contacts, provided that suchgiftscomplywiththe following requirements as set forth intheCompany’s Anti-Bribery and Anti-Corruption Policy: (1) the cost of thegiftmust be reasonable and justifiable under the circumstances; (2) thegiftmustcomplywithapplicablelaws;(3)thegiftmustnotreasonablybeinterpretedasanattempttoobtain or retain an improper business advantage, andmustnotreflectnegatively on the reputation of the Company or the recipient; (4) the gift must bebona fideand must directly relate to a legitimate business purpose; and (5) the gift must be supported by receiptsandmust be properlydocumentedin accordance with any applicable expense reimbursement and accounting procedures. No gifts, business courtesies or anything else of valuemaybe given, directly or indirectly, to Indian or non-Indian public officials without complyingwithall of these requirements,as wellas the additional requirements set out in theCompany’s Anti-Bribery and Anti-Corruption Policy. The ICRA Compliancedepartmentmustapproveinadvanceanyproposedgiftsbeinggiventopublicofficials. Ifyouhaveanyquestionsregardingthegivingofgifts,pleasecontactICRA’sCompliancedepartment. WhatdoIdoifIreceiveaninappropriaterequest? Decline the request firmly and immediately.Ifyou are asked by a customer, public official or other party to make or take a bribe, kickback or other prohibited payment or gift, you should tell the person that youwillnotconsider the request,andimmediatelyinformyourmanagerandICRA’sGeneralCounselabouttheincident. Internal

38. ICRAAnalyticsCodeof BusinessConduct Environment,HealthandSafety The Company iscommittedto complyingwithall environmental, health and safetylawsand regulations of the countryand localitiesin whichwedo business. The Company believes it is our obligationtorespecttheenvironment in the worldwide communities whereweoperate and live. We are committed to operating in a way that protects and preserves our environment and natural resources and maintains a healthy, safe and environmentally sound workplace. Internal

39. ICRAAnalyticsCodeof BusinessConduct PoliticalActivities The Company encourages you to participate in the political process on yourown time,as longasyou take care not to imply that you are acting on behalf of theCompany.You should not permit your Company’s affiliationtobe noted in any outside organization’s materialsoractivities without the approvalofICRA’s General Counsel unless you are servingasCompany’s representative. Companies are permitted to make political contributions, however, it is an obligationoncompanies to disclose any amount contributed by them to political party(ies) in their profit and loss account. Your personal contributions must not be made with, or reimbursedby,Companyfunds.Further, you shall not disclose or otherwise involve thename of the Company in any political activities in which you participate in your individual capacity. Individual participation must be completely voluntary and must occur only during non-workinghours.Political activitymaynot involve the use ofCompany’sfunds,personneltime,equipment,suppliesorfacilities. AnyproposedCompanypoliticalcontributionanywhereshouldbediscussedinadvancewithICRA’sGeneralCounsel. Influencing legislation or “lobbying” is also not allowed. Before any employee takes a public position on government actionsonbehalfof theCompany,ICRA’sGeneral Counselshouldbeconsulted.Employeeswho serveon government advisory boards should also be aware of applicable restrictions on their ability to promoteCompany’s businessinconjunctionwiththeirworkonsuchboards. Internal

40. ICRAAnalyticsCodeof BusinessConduct OtherLaws • The Company is engaged in business involving other countries. Further, Moody’s, ICRA’s parent company(whichis Company’s parent company), is a U.S.-based multinational companywithcomplex legal obligations that impactthe Company, ICRA and other Moody’s companies. Accordingly, otherlawsapply tothe Company ineachcountryin which, orwithwhichthe Company does or wishes to do business. It isCompany’spolicyto seek to complywithall lawsthatareapplicabletoitandwhererequiredbylaworMoody’spolicytocomplywithlawsapplicabletoMoody’s and/oritsgroupcompanies.Amongthelawsthatcouldaffectyourjobarethefollowing: • EconomicandTradeSanctionsAgainstCountriesandIndividuals • It is the policy of theCompany to complywithall sanctionslawsand regulations applicable to theCompany and/or ICRAand/orMoody’s.AsanIndia-basedcompany,theCompanymustcomplywiththelawsofIndiaastheyrelate to sanctions and other international trade restrictions. Due toCompany being a wholly ownedsubsidiaryof ICRA, which is a subsidiary of Moody’s,the Company entities are required by law to comply with certain U.S. sanctions andcanbepenalizeddirectlyforviolationsthereofandcansubjectMoody’stopenaltiesforactivitiesinvolvingother • U.S. sanctions targets. As a result,Company entities are prohibited or restricted from engaging inanybusiness dealings in, with, or relating to countries or entities subject to sanctions under U.S. law. Any dealingswithsuch countriesorentitiesmustbespecificallyapprovedbyICRA LegalDepartment. • CountrySanctions:AsofMay2015,theUnitedStatesmaintainscomprehensiveeconomicandtradesanctions against Cuba, Iran, SudanandSyria,as wellas the region ofCrimea.TheCompany and its employees are prohibited from providing, directly or indirectly, goods, technology, and/or services to or for the benefitof entities or individuals in these countries or Crimea. In addition, the United States has imposed a comprehensive embargo and other sanctions on North Korea, which prohibits virtually all exports and re-exports of U.S. goods andtechnologytoNorthKorea.Inlightoftheforegoing,itisCompany’spolicythatnoCompany’semployee or entitymayengage in business involving or forthebenefitof any entity or individualdomiciledinCrimea, Cuba, Iran, North Korea, Sudan or Syria, or owned or controlled by such an entity, or with any entity owned or controlled by the governments of these countries or Crimea, wherever located, even though itmaybe lawful in some circumstancesforCompanytoindependentlyengage insuchbusiness. • Regime-Related Sanctions:TheUnitedStateshasidentifiedcertainseniorregimemembersinBelarus, Burma (also known as Myanmar), Russia, parts of Ukraine, and Zimbabwe, and certain of their associates and supportersas SpeciallyDesignated Nationals (“SDNs”).TheCompany and its employees are prohibited from dealing,directlyorindirectly,withthesepersons,ortheirpropertyorinterestsinproperty,includinganyentities theyown(50% or more). In addition, Burma is subject tolimitedsanctions related to security services and investmentsinvolvingdefense-relatedentities.Becausethesesanctionsgiverisetosignificantsanctions compliance risks, any business involving Belarus, Burma, Russia, Ukraine, or Zimbabwe must be approved by ICRALegalDepartmentbeforeanytransactionsorproposalsareundertakenwithregardtosuchbusiness. • Russia “Sectoral” Sanctions:The United States and other jurisdictions have imposed “sectoral” sanctions, some of which specifically target the debt and equity of designated Russian entities and entities that are 50% or moreownedbyoneormoredesignatedentities.Asaresult,theCompanyislimitedinthebusinessactivities it is permitted to engage inwithdesignated Russiancompaniesand certain of their affiliates.Solong as these sanctionsremainineffect,ICRALegalDepartmentmustreviewandapproveallbusinessinvolvinganyRussian or Ukrainian company andanyentity in another country that is owned 50% or more by a Russian or Ukrainian companyorindividual(s). Internal

41. ICRAAnalyticsCodeof BusinessConduct • Individual Sanctions:In addition to individualsandentities that are targets of U.S. regime-based sanctions, other individuals and entities have been designated as SDNs by the United States for various reasons.SDNs includebutare notlimitedto persons or entities determined to have been engaged in or providingsupportfor the proliferationofweapons of mass destruction, efforts to destabilize existing governments, or human rights abuses; terroristsandterrorist supporting organizations;andnarcotics traffickers and kingpins. TheCompany and its employees are prohibited from dealing, directly or indirectly,with such persons or their property interests (including entities in which they have, individually or collectively, 50% ormoreownership). TheSDN listmay beviewed athttp://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx. In addition, for often similarreasonsthe United Nationsandvarious countries have subjected certain persons to assetfreezesor other restrictions, which have a similar effect, andwithwhich theCompanymayalso be prohibitedfromengaginginbusinessdealings underIndian orotherapplicablelaw. • Sanctions Screening:The Company has implemented an Internet-based sanctions screening procedure for all business relationships. These procedures are designed to ensure that Company does not transact businesswith SDNs or persons that aresubjectto other applicable sanctions, including sanctionsimplementedby the United Nations.Beforeengaging any new business,Company’s employees should ensure that these procedureshave beenfollowedandthatthenewbusinesshasbeenproperlycleared. • Compliance Obligations:The prohibited activitiesdescribed abovemay not be accomplished indirectly, arranged through third parties, or facilitated inanyway byCompany’s employees, normaythey be permitted to occur by avoidance of relevant facts or lack of supervision. If you have any questions regarding economic and trade sanctions orCompany’s policy prohibiting businessinorwithcertain countries orwithcertainpersons, consultwithICRA’sComplianceDepartment. • Conflict of Laws:The employees of the Company should consult the ICRA Compliance Department regarding locallaws thatmay beinconsistentwith orconflictwithCompany’slegalobligationsorpolicies.ICRA ComplianceDepartmentshouldconsultwith Moody’sLegalDepartmentifthereisanyconflictwith U.S. sanctions or Moody’s policy. The desired goal in such casesisto achieve compliancewithall applicablelaws and regulations. • ExportComplianceLaws andRegulations • The export or re-export to another country of goods, including software, or technology,maybe subject to export licensing or reporting requirements, which vary based on the country of origin, the country of export, the goods or technology at issue, and the countries to whichthosegoods or technologywillbe exported or re-exported. If you areunsureof the export controlsthatmay applytoany goods or technology youintendto export, or need informationregardinglocalexportlaws,contactICRA’sComplianceDepartment.Theexportorre-exportofsoftware utilizing U.S.-origin encryption technologymayviolate U.S. export control laws. Exports of softwaremayoccur by various means, includingmail,courier,facsimile,electronicmail,or any another method of transmission. Consult ICRA Legal Department before transferring products using U.S. encryption technologytoanother country by any means. • InternationalBoycotts • Moody’sisliablefor theconduct ofitsgroupcompaniesthat involveparticipationinboycottsimplementedbynon- • U.S.countriescontrarytoU.S. policy.TherearetwoU.S.anti-boycottlaws.OneissetforthintheExport Administration Regulations (“EAR”) and the other in the Internal Revenue Code (“IRC”). These laws are primarily aimedatprohibitingcooperationintheArabboycottagainstIsrael,butcanapplyinothercases. • The EAR imposes criminal or civil liabilities on Moody’sandits subsidiaries, if they take actions to participate in or cooperatewithaforeignboycottthatarenotapprovedbytheU.S.Government.TheEARrequiresthatU.S. Internal

42. ICRAAnalyticsCodeof BusinessConduct companiesreportthereceiptofboycott-relatedrequestsfromanypersonorcountryonaquarterlybasis,regardless ofwhethertherequestiswrittenororalandevenifthecompanyoritsaffiliaterefusestoparticipateinorcooperate withtherequest. TheIRCprovision can result in tax penalties for Moody’s if it or entities it controls, asdefinedin the IRC, agree to participate or cooperate in an international boycott. Boycott participation and cooperation occurs when, as a condition of doing businesswithor in a boycotting country, if there is an agreement to refrain from: doing business witha boycotted country, orwithits government, companies or nationals; doing businesswitha blacklisted United States person; doing businesswithcompanies whose owners or managers are of a particular nationality, race, or religion; or employing individuals on the basis of their race, nationality or religion. Italsopenalizes agreements, madeasaconditionofthesaleofgoodstoaboycottingcountry,itscompanies,ornationals,torefrainfromshipping or insuringwith blacklisted carriers. Importantly, the IRCalso penalizes agreements tocomply generallywiththe lawsof any country known to participate in the boycott, which provisionsmaybe embedded in boilerplate language incertaincontractsorothercertificationsinboycottingcountries. For the foregoing reasons, it is important that you immediately inform ICRA Legal Department of possible boycott- relatedrequestsforinformationoractionthatyoureceive,includinganylanguageindocumentsprovidedbyentities in countries requiring compliancewiththe Arab BoycottofIsrael (i.e., Iraq, Kuwait,Lebanon,Libya, Qatar, Saudi Arabia,Syria,UnitedArabEmirates,orYemen),sothatMoody’scanpromptlycomplywith itsreporting requirements under any relevant law and ensure that it does not inadvertently participate in any activities that wouldviolatesuchlawsorresultintheimpositionof tax penalties. Internal

43. ICRAAnalyticsCodeof BusinessConduct CodeAdministration Periodically everyemployee and director of the Company is required to sign a written acknowledgement affirming that he orshehas reviewedthis Code of Business Conduct, understandsit, andagrees to be boundbyits terms.In addition, employees and directors are required (1) to certify that they have not violated the Code and that they are not aware of any suspected violationsbyothers and (2) to disclose any previously unreported transactions or events thatappeartobeinviolation of theCode. Interpretation The General Counsel of ICRA is responsible for interpreting and applying the Code to specific situations when questions arise. Any questions relating to how the Code should be interpreted or applied should be addressed to ICRA Legaldepartment. AccountingMatters The Company is committed to compliancewithallapplicable corporate and securities laws, rules, regulations, accounting standardsandinternal accounting controls. Reports of any complaints or concerns regarding accounting, internal accounting controls and auditing matters may be made as described below. All reportswillbe treated confidentiallytotheextentreasonablypossible. No onewillbe subject to retaliation becauseofa good faith reportofa complaintorconcern regarding Accounting Matters. Reporting of Potential Violations of the Code, Law, Regulation, or Company PolicyByCompany’s Employees You should be alert and sensitive to situationsthatcould result in violations of the Code, applicable laws, applicable regulations, or other Company policies. If you are an employee located inanyof our offices, you must reportany suspectedviolations ofanyapplicablelaws,theCode,applicableregulations,orotherCompanypolicies Except as otherwise provided in this Code, such matters should be reported to ICRA’s Legal department or through ICRA’sIntegrityHotline,asdiscussedbelow. TheICRA IntegrityHotlineforCompany’sEmployees The ICRA’s Integrity Hotline is available to all / Company’sdirectorsand employees nationwide, and is open during workinghoursonallweekdays.TheICRAIntegrityHotlineoffersservicesinaHindiandEnglishlanguages. When you call ICRA Integrity Hotline, youwillspeakwitha trained communication specialist of an outside company. Companyhasretainedthisoutsidecompanytospeakwith Company’semployeeswhohaveintegrity-related concerns. The communication specialistwilllisten to your concerns, take notes, ask questions, and review the information that you provide to document your concern accurately. The communication specialistwillthen forward the information you have provided to the ICRA Legal and ICRA Compliance departments, whichwill followup on yourconcern.YoumayreportanytypeofcomplainttotheIntegrityHotline,andyoumayreporttotheICRAIntegrity Hotline anonymously,oryoumaygive yourname. NoonewillbesubjecttoretaliationformakingagoodfaithreporttotheICRAIntegrityHotline. Non-Retaliation The Company respects therightofeachemployee to report ingoodfaith potential violations of the Code or other Company policies.Retaliation against any employee for making suchgoodfaith reportswillnot be tolerated.Any person found to have retaliated against an individual for reporting in good faith a suspected violation of the Code or other Company policy or for participating in an investigation of allegations of such conductwillbe subject to appropriate disciplinaryaction. Internal

44. ICRAAnalyticsCodeof BusinessConduct InvestigationsofSuspectedViolations All reports of suspected violationswillbe promptly investigated and treated confidentially to the extent reasonably possible. Reporting persons should not conduct theirownpreliminary investigations. Investigations of suspected violationsmayinvolvecomplexlegalissues,andactingonyourownmaycompromisetheintegrityofaninvestigation andadverselyaffectbothyou andtheCompany. Enforcement of theCode TheprinciplessetforthinthisCodeandotherrelevantCompanypoliciesandprocedureswillbeenforcedatalllevels of the Company. The Company intends touseevery reasonable effort to prevent the occurrence of conduct not in compliancewiththis Code and to halt any such conduct thatmayoccur as soonasreasonably possible after its discovery. Subject to applicable law and agreements, Company personnel who violate this Code and other Company policiesandproceduresmaybesubjecttodisciplinaryaction,uptoandincludingtermination. In some cases, compliance with these policieswillbe monitored by periodic audits. You are required to cooperate fullywithany such audits or investigations, to provide truthful, accurate informationandto respond to requests for certifications. WaiversoftheCode While some Company policies must be strictly adhered to,inother cases, exceptionsmaybe possible. If you believe thatawaiverofanyoftheprinciplesorpoliciesarticulatedinthisCodeisappropriateinaparticularcase,youshould contact animmediatesupervisor first. If theimmediatesupervisor agrees that a waiver is appropriate, the approval ofICRA’sLegaldepartmentmustbesought.DirectorsandexecutiveofficerswhowishtoobtainawaiveroftheCode must make full disclosure of all facts and circumstances to the General Counsel and the Chairman of the Board of Directors. Any waiver for directors and executive officers must be approved by theBoardas a whole and must be promptlydisclosedasrequiredbylaworregulation. NoRightsCreated This Code is a statement ofthefundamental principles and certain key policies that govern the conduct of the Company’s business. It is not intended to and does notcreateany obligations to or rights in any employee, director, customer,supplier,competitor,shareholderoranyotherpersonorentity. Internal

45. ICRAAnalyticsCodeof BusinessConduct KeyContactInformation ICRALegalDepartment AmitGupta GeneralCounsel BuildingNo.8, TowerA, 2ndFloor DLFCyber City, Phase II, Gurgaon Haryana, India -122002 Phone:0124-4545892 Email:amit.gupta@icraindia.com ICRAComplianceDepartment DharmeshVed Head,Compliance BuildingNo.8, TowerA, 2ndFloor DLFCyber City, Phase II, Gurgaon Haryana, India–122002 Phone:0124-4545379 Email:dharmesh.ved@icraindia.com Company’sLegal andCompliance Department VinayGupta CompanySecretary&Head-Legal&Compliance 1602-A,16thFloor, Tower-B, World Trade Tower, C-1,Main DND Road, Sector16,Noida 201301 Phone:+91-120–4279043 Email:vinay.gupta@icraanalytics.com ICRA Human ResourceDepartment SheetalSandhu Head,HumanResources BuildingNo.8, TowerA, 2ndFloor DLFCyber City, Phase II, Gurgaon Haryana, India–122002 Phone:0124-4545806 Email:sheetal.sandhu@icraindia.com Internal

46. ICRAAnalyticsCodeof BusinessConduct Company’sHumanResourceDepartment ICRAAnalytics’ Human Resources Dept. 17th Floor,InfinityBenchmark Plot-G-1,Block–GP,Sector –V,SaltLake, Kolkata WestBengal,India–700 091 Phone: +91-3340170119 Email:hr@icraanalytics.com ICRAIntegrity Hotline • ICRA Integrity Hotline is a mechanism for reporting of illegal/ unethical/ improper activities in good faith related to anyof thefollowing: • Anyactualor potentialviolationof thelegalandregulatory requirements • Misrepresentationofanyfinancialstatements andreports • Anyclaimoftheftorfraud • Anymisconductas definedintheCompany’s CodeofBusinessConduct • Anyclaimofretaliation • However,belowarefewexamplesof themattersthatareoutofscopeforthisservice: • Issues relatedtocareerprogression,transferordeputation,appraisal,etc. • Issues relatedtocompensation/reimbursement,taxdeduction,etc. • IT relatedmatters,likemalfunctioningof assets(e.g.printersnotworking) • Administration/facilitiesrelatedmatters(e.g.coffeemachinenotworking,lighting,etc.) • ICRA Integrity Hotline is operated by an independent third party service provider. All reportswillbe passed toICRA Compliance Officer, whowillact on them without compromising you in any way. The service is totally confidential and is available round theclock(24*7). You can remain anonymous,butweencourage you to identify yourself for more information/ review outcomeofthe concern. You can either call on000800 0502204(TollFree for PAN India) or makeareportviathe websitewww.icraindia.ethicspoint.com Internal

47. ICRAAnalyticsCodeof BusinessConduct RevisionHistory: Internal