Code of Conduct for Directors and Senior Management pursuant to Clause 49 of the listing agreement

Kamat Hotels (India) Ltd’s commitment to ethical and lawful business conduct is a fundamentally shared value of the Board of Directors, the senior management and all other employees of the Company.

Consistent with its Values and Beliefs, Kamat Hotels (India) Ltd has formulated the following Code of Conduct as a guide. The Code does not attempt to be comprehensive or cover all possible situations. It encourages the Kamat Hotels (India) Ltd team to take positive actions, which not only commensurate with the Values and Beliefs, but also perceive to be so. Kamat Hotels (India) Ltd expects all its employees to implement the Code in its true spirit and in case of any doubt or confusion, to consult his/her immediate superior, the head of HR or the Executive CMD as relevant.

For the purpose of this Code, the term "senior management" shall mean
(a) Executives who are in the grade of General Manager and above;
(b) All executives directly reporting to the Executive CMD and
(c) Company Secretary

In performing their functions, the directors and senior management of the Company shall:

Act honestly, diligently and in good faith and integrity in all their dealings with and for the Company.

Not use any confidential information obtained by them in the course of their official duty, whether from the Company or otherwise, for personal gain, or use/ allow the use of such information for the financial benefit for any other person.

Not engage in any business, relationship or activity, which might detrimentally conflict with the interest of the Company.

Maintain the principle of need to know and also confidentiality of all material non-public information about the Company, its business and affairs.

Abide by all applicable laws and regulations including the Company's Prevention of Insider Trading code.

Not use their status to seek or accept any personal gains or favours from those doing or seeking to do business with the Company or from other employees of the company.

As a general practice not to accept gifts in cash or kind if it is likely to lead to a business relationship with the Company. However, an exception to this may be made for non cash gifts upto a value not exceeding Rs. 5000/- for items that can be reciprocated such as tickets to events, etc. If refusing a gift beyond this would affect a relationship with the Company, the gift may be accepted and handed over to the Company.

Not share any information regarding the Company, its business and/or affairs with media without the prior approval of the Corporate Disclosure Officer.

In addition, in performing their Board and Board Committee functions, the directors shall:

• Not hold position of Advisor with a competitor Company
• Inform the Chairman of changes in their interests that may interfere with their ability to perform their duties, and in the case of “independent directors”, impact their independence as Board members.

This Code embodies the belief that acting always with the company’s legitimate interest in mind and being aware of the company’s responsibility towards its stakeholders is an essential element of the company’s long term excellence.