A. Preamble:

a) This Document containsthe policy and procedures with regard to Conflict of Interest in trading / investment by Employees and Senior Management (herein jointly and severally referredto as Employees) of SMERA and by SMERA.

b)SMERA and all its Employees should ensure complianceof this Policy Document and also ensurecompliance of:

i)The Securities and ExchangeBoard of India (Insider Trading)Regulations, 1992;

ii)The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 and

iii)Other laws relevant to trading in securities.

B. Definitions::

a)Securities

Securities include instruments like shares, debentures, bonds, warrants and derivatives both Indian and International but excludeInvestments in Government Securities, Mutual Funds, gold, real estate, Government Savings Schemes, investments made through discretionary wealth management service providers, investments whichare not in the natureof securities like life insurancepolicies, provident funds,etc.

b)Dependent

Spouse, minor children, dependent parents, other dependents and any entity (including Hindu Undivided Family) or trust owned or controlled by the Employee/his/her Dependent.

c)Senior Management

Senior Management includes the Chief Executive Officer / Managing Director / Executive Director / WTD,all Business Heads in the Credit Rating Division, RatingAnalysts and Compliance team members.

C. Trading / Investment by SMERA:

SMERA shall ensure that there is no conflict of interest while making investment in any Securities. SMERA shall not make any investments in Securities issued by companies which have credit ratings outstanding from SMERA. No non-public and/or price - sensitive information about any companyfrom its creditrating division shall berelied upon in its investment decision.

D. Trading / Investment by Employees:

a)Disclosures

i.Within seven working days from the date of joining and thereafter on an annual basis every Employee must submit to the Compliance Officer a Holding Statement of the Securities held by him/her and/or his/her Dependents, in the format given in the enclosed Annexure A.

ii.Thereafter, every Employee should submit to the Compliance Officer the Holding Statement annuallyas on 31^st March every year, before 30^th April of that year.

iii.As regards, the Compliance Officer, he/she shallsubmit the HoldingStatement/s, as statedabove, to the CEO.

iv.As regards, the CEO, he/she shall submit the Holding Statement/s, as stated above, to the Board of Directors.

v.The Compliance Officer shall make necessary disclosure to the Chief Executive Officer (CEO) / ExecutiveDirector / ManagingDirector (herein jointlyand severally referredto as CEO) / Boardof Directors of SMERA.

vi.On completion of any and every transaction of Securities, the Employee shall furnish the transaction details within seven working days from the date of transaction to the Compliance Officer alongwith an updated HoldingStatement as per Annexure A.

b)Prior Approval for Transactions

i.Every Employee must obtain prior written approval of the Compliance Officer, by submitting a request in duplicate, in the format given in the enclosed Annexure B, to enter into a Securities transaction (including transactions in Initial Public Offerings (IPOs)) in his/her name and/or in the name/s of his/her Dependent/s.

ii.The Compliance Officer shall, in turn, obtain necessary approval from the CEO.

iii.The Compliance Officer shall convey the approval / disapproval by returning to the Employee, a duplicateof his/her requestform duly signed bythe Compliance Officer.

iv.As regards the Compliance Officer, he/she shall obtain prior written approval of the CEO by submitting a request in duplicate in the format given in the enclosed Annexure B.

v.The CEO shall convey the approval / disapproval by returning to the Compliance Officer, a duplicate of his/her requestform duly signedby the CEO.

vi.As regards the CEO, he/she shall obtain prior written approval of the Executive Committee of the Boardby submitting a request in duplicate in the format given in the enclosed Annexure B.

vii.The Compliance Officer shall convey the approval / disapproval by the Executive Committee by returning to the CEO, a duplicate of his/her request form duly signed by the Compliance Officer, mentioning the date of approval / disapproval by the Executive Committee.

viii.On receipt of the approval, the order must be executed within seven working days from the date of approval. If the order is not executed within the above period of seven working days, the Employee must seek prior approval for the transaction again.

ix.If the Employee does not intend to utilize the approval already given, he/she should accordingly and immediately inform the Compliance Officer of his/herdecision not to utilize the given approval.

x.Approvals grantedherein shall be valid for seven workingdays from the date of approval but may be withdrawn earlier by the Compliance Officer, if the circumstances so warrant.

c)Restricted List

i.To prevent trading in the Securities of a client of SMERA based on inside information, SMERA shall put such companieson the Restricted List which will be maintained by the Compliance Officer.

ii.When a company is on the Restricted List relevant to a businessgroup, trading in Securities of that companyby an Employee of that business group shall be disallowed.

iii.All Employees are prohibited from trading in any Securities issued by other Indian credit rating agencies.

d)Other Restrictions

i.An investment has to be held for a minimum period of 30 working days (after purchase before selling) in order to be considered as being held for investment purposes. In the case of IPOs, the holdingperiod shall commencefrom the date of allotment of the Securities.