Walchandnagar Industries Limited

Regd. Office : 3, Walchand Terrace, Tardeo Road,

Mumbai – 400 034

CODE OF CONDUCT

FOR

DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors and Senior Management of Walchandnagar Industries Limited (“the Company”) subscribe to the following code of conduct adopted by the Board.

1. To exercise due care and diligence in performing their duties.

2. To owe primary responsibility towards shareholders of the company.

3. To act honestly in good faith and in the best interest of the company.

4. To avoid conflict of personal interest with interests of the company.

5. To ensure confidentiality of information received by virtue of association with the company. The information could be disclosed if authorized by the company or required by law.

6. To abstain from taking undue advantage of position as a director or a senior manager of the company.

7. Not to engage in conducts likely to bring discredit to the company.

8. To comply with various requirements of law as applicable by virtue of holding office of a director or a senior manager of the company.

The above code of Conduct is formulated with reference to the amendment of Clause 49 of the Listing Agreement as envisaged under Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29^th October, 2004.