This Code of Conduct has been prepared by Navneet Publications (India) Limited (Navneet) to comply with the applicable rules of the Stock Exchanges where the securities of the Company are listed i.e., The Bombay Stock Exchange Ltd. and National Stock Exchange of India Limited.

Navneet is a law abiding corporate citizen and has been doing business in the most ethical manner. As one more step in the direction of increased transparency, Navneet has adopted this Code of Conduct for its Directors and Senior Management Personnel.

This Code would provide guidance and assist in recognizing and dealing with the ethical issues in doing business, and it provides a mechanism to report unethical conduct and help foster a culture of honesty and accountability. Each Director and Senior Management Personnel is expected to comply with this Code in letter and spirit with this code.

It would be the prime duty of each Director and Senior Management Personnel to ensure that the affairs and business of the Company are well managed in the interests of its shareholders and stake-holders .

The better governance of the Company's affairs is the most essential duty of the Board of Directors, as the Board is the Company's decision making authority on all matters pertaining to the affairs of the Company. The Board of Directors is expected to lay down the sound strategies and policies to achieve the vision and mission, in a most transparent and ethical manner.

The Board of Directors delegate the powers to the Senior Management Personnel and accordingly the Board is not expected to play an active role in the day to day management of the Company.

The Senior Management Personnel shall periodically report to the Board of Directors on various aspects of the business and the performance of each Strategic Business Unit.

Each Director and Senior Management Personnel shall exercise due care in the performance and discharge of his / her duties, be loyal to the Company and act in good faith.

Each Director and Senior Management Personnel shall act in the best interest of the Company and in a manner that shall not be prejudicial to the interest of the Company and its Shareholders.

Each director should make responsible efforts to attend the meeting of the Board of Directors and other Committee Meetings regularly and conscientiously.

Each Director and Senior Management Personnel shall ensure compliance with all the laws, rules, regulations and statutes that are applicable to the Company. They shall ensure confidentiality of the business and corporate policies of the Company.

Each Director and Senior Management Personnel shall make reasonable efforts to ensure that there is no conflict between their personal interest and that of the Company.

Directors and Senior Management Personnel shall not take any loan from the Company or obtain the guarantees of the Company for any loan taken by them from any other corporate. The Directors and Senior Management Personnel shall make full disclosures of any material transaction entered into with the Company to the Board of Directors of the Company at its meeting.

Certain examples of circumstances that may lead to conflict of interest are given below:-

• The receipt of improper personal benefit(s) by a member of his / her family as a result of one's position in the Company.
• The receipt of non-nominal gifts or excessive entertainment from any person / Company with whom / which the Company has current or prospective business dealing(s).
• The receipt of loan by himself or his / her family member in the repayment for which the Company is the guarantor.

Each Director and Senior Management Personnel shall maintain utmost confidentiality of information and facts relating to the business of the Company which comes to their knowledge while performing their duties and responsibilities. They may, however, disclose such information that is legally required to be made public after such disclosure is approved by the Board of Directors.

The proprietary information of the Company and certain strategic information relating to business of the Company shall not be disclosed or used for any personal gain or advantage of any Directors or Senior Management Personnel. These obligations would be applicable to all Directors and Senior Management Personnel during their tenure of office with the Company and even thereafter.

While doing their duties and responsibilities, the Directors or Senior Management Personnel should avoid:-

• Diverting any corporate business opportunity for themselves that are discovered by using the Company's property or information or their position.
• Use of Company's property, information or their position for personal gain.
• Competing with the Company.

"Corporate Business Opportunity" referred to in this para means an opportunity:

• Which has synergy with Company's existing business or proposed expansion or diversification already announced by the Company.
• Which the Company is financially able to undertake.
• The opportunity which may be of interest to the Company. Directors or Senior Management Personnel who discovers such corporate business opportunity and who wishes to avail of such opportunity shall disclose the same to the Company's Board of Directors. If the Board of Directors feels that the Company does not have any existing or future interest in such opportunity, then and only then the Directors and Senior Management Personnel may avail of it, provided that he or she has not wrongly used Company's resources in order to avail of such opportunity.