'CODE OF CONDUCT'

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This code of business conduct and ethics (the “code”) lays down important corporate values that shape the Company’s value system and business practices and provides guidance to employees in recognizing and dealing with important ethical and legal issues. The code cannot and is not intended to cover every applicable law or provide answers to all questions that might arise; for that we must ultimately rely on each person’s good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. This Code is a statement of goals and expectations for individual and business conduct. Our ethics are ultimately determined by all of us as we do our daily jobs. Our standard has been, and will continue to be, that of the highest ethical conduct.

This code is applicable to

Members of the Board and Senior Management Cadre comprising of Vice President & General Managers, both referred to as "employees" hereafter. The Company has one single segment "Pharmaceuticals". This code with the exception of Certification clause is applicable to all other employees not covered above.

 1) Obeying The Law

The Company strives to be a good corporate citizen in every country where it conducts its business and will comply with all applicable laws and regulations of that country. The Company’s trade secrets, proprietary information, and other internal information are valuable assets. The directors, officers and employees of the Company shall be very careful about disclosure of such confidential information and are prohibited from using such information for actual or anticipated personal gain in any manner whatsoever.

In case of any legitimate business need to share the Confidential or proprietary information of the Company with outsiders, it shall be disclosed only after prior

 2) Trust and respect for people

The Company is committed to provide a working environment conducive to mutual trust and respect for all employees irrespective of hierarchical level and where everyone feels responsible and accountable for the performance and reputation of the company.

 3) Safety

Highest priority is assigned to the safety of all its employees. The Company is committed to a safe, healthy and non-exploitative working conditions and practices for all its employees.

 4) Conflicts of Interest

Directors, officers and employees are eventually responsible to the shareholders of Lyka and have a duty to avoid conflict of interest with the Company.

Concerns about conflicts of interest may be addressed through prior approval in writing from the appropriate authorities.
• Prior approval in writing from the appropriate authorities or
• Complete and timely disclosure to such appropriate authority.

 5) Use of Inside Information

It is the Company’s goal to protect shareholders’ investments through strict enforcement of the prohibition against the insider trading set forth in Securities Exchange Board of India guidelines and the securities laws and regulations. Insider trading is both unethical and illegal and shall be dealt with firmly.

 6) Protection and use of Company Assets

Company’s assets including intellectual property and software, are valuable assets owned, licensed, or otherwise belonging to the company. Safeguarding Company’s assets is the responsibility of all directors, officers and employees. Employees should make proper use of the Company’s assets in their personal possession.

 7) Gifts

Employees will not solicit any gifts from their business relationships. Any gift consistent with customary business practices, corporate gifts, provided that they are not excessive or create an appearance of impropriety, and inexpensive gifts, do not violate this policy. Acceptance of cash gift is strictly prohibited.

 8) Financial information

It is the policy of the Company to fully and fairly disclose the financial information on Company’s operation and performance and communicate events or developments significantly impacting the financial position in compliance with applicable accounting principles, laws, rules and regulations.

 9) Corporate Governance

The Company is committed to conduct its operations in accordance with principles of good corporate governance.

 10) The Environment

The Company's business will be conducted in an environment friendly and responsible manner and all employees would ensure compliance with all environmental laws, regulations and standards.

 11) Compliance

Compliance with these principles is an essential element in conduct of our business in pursuit of success. All employees are expected to strictly comply in spirit and letter with the standards of conduct contained in this code and the underlying policies and procedures.
The Board of Directors through the Corporate Officers of the Company is responsible for ensuring that these principles are communicated to, and understood and observed by, all employees.

Any non-compliance/ suspected violations of this 'CODE OF CONDUCT' should be reported to the Managing Director/ Company Secretary. The employees reporting any such violation shall be suitably protected against any unjust action being taken against such employee for reporting such violation.

 12) Certification

Assurance of compliance shall be given and monitored each year. All employees to whom the code is applicable shall affirm to the company of their compliance with this code every year.

The Managing Director shall make a declaration to this effect in the Annual Report that all affirmations are received from the employees for that particular year.