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Effective Date: 01/08/2016

IKSMS-HRIND-POL-013
IKS Code of Conduct

CODE OF CONDUCT

Table Of Contents

President & CEO's Message 3

Introduction 4
Equal Opportunity and Diversity 4
Harassment 4
Safety and Health 5
Drug and Alcohol 5
Compliance with Laws, Rules and Regulations 5

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Compliance with Environmental Laws 5

Compliance with the Antitrust Laws 5
Conflict of Interest 6
Business Conduct and Fair Dealing 7
Gifts and Entertainment 7
Payments to Domestic and Foreign Officials 7
Bribery, kickbacks and rebates 8
Political Activities and Contributions 8
Usage Of Company's Assets 8
Electronic Resources Usage 8
Handling Confidential Information 8
Compliance with this Code 9

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President & CEO's Message

Dear Fellow Employee:

The most highly regarded companies are praised for the conduct of their senior management
and employees and their business practices, as well as for their financial results.

The IKS Health "Code of Conduct" outlines the high ethical standard that we support and details
how the employees of the company should conduct themselves when dealing with fellow employees,
clients, suppliers, competitors, and the public at large. I ask that you read this Code carefully and refer
to it often for guidance. It is your personal responsibility to comply with it in all respects. While laws and
business customs may vary in the different countries and cultures in which we operate, our common
goal is to follow strong ethical code in every place we do business.

Honesty, integrity and a commitment to high standards of ethical and moral conduct are core
values of the Company. I know I can count on you to adhere to these standards and to continue to build
the fine reputations of our businesses.

Yours truly,

Sachin Gupta
President & Chief Executive
Officer

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Introduction
The Company requires the highest standards of professional and ethical conduct from its
employees. The Company's reputation for honesty and integrity is key to the success of its business.
No one in the company is permitted to achieve results through violations of laws or regulations through
unscrupulous dealings.

This Code reflects the Company's commitment to a culture of honesty, integrity and
accountability and outlines the basic principles and policies with which all employees are expected to
comply.

In addition to following this Code in all aspects of your business activities, you are expected to
seek guidance in any case where there is a question about compliance with both the letter and spirit of
the Company's policies and applicable laws.

Your cooperation is necessary to the continued success of the Company's business and the
cultivation and maintenance of its reputation as good corporate citizens.

Equal Opportunity and Diversity

All employees should respect the rights and cultural differences of other individuals at the
company. THe Company is an equal opportunity employees and will not discriminate against any
employee or applicant because of sex, religion, caste, marital status, disability etc. This policy applies
to all terms and conditions of the employment including but not limited to hiring, placement, promotion,
termination, layoff, recall, transfer, leaves of absence, compensation and training. Discrimination and
prejudice constitute unacceptable behavior within the Company's premise.

Harassment
Our people are our most important asset. We expect all employees to accord their colleagues
respect and to observe highest standards of collegiality. In keeping with those values, Company has
long been committed to maintaining a work environment that is free of discrimination, including
harassment, on the basis of any legally protected status.

The Company respects the rights and dignity of all employees. We aim to establish clear values
and objectives so that all employees understand and are committed to the aims of the Company and
clearly see their roles within it. We will seek to create a challenging environment of empowerment and
continuous learning, to recognize individual and team contributions, and to reward competitively,
relative to performance.

It is expected that all employees in the Company treat the people they interact with, both within
and outside the Company, with respect and in a manner that their self-esteem and dignity are
maintained at all times. All employees will work together in a collaborative manner as a well-knit team
towards the achievement of business goals, putting the interests of the team and the Company before
their own. They will work in a manner that is open, honest, straightforward and fair, respectful of the
roles and views of others and actively listening and dialoguing with team-mates.

The Company is committed to provide a work environment free of unlawful harassment. Sexual
harassment and harassment based on age, race, religion, caste, ethnic origin, disability unrelated to the
role, marital status, sexual orientation, pregnancy/ childbirth, or any other basis is prohibited. The

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Company will not tolerate any form of unlawful harassment against any employee by anyone, including
other employees, vendors or clients.

If you experience or witness any conduct that may be inconsistent with this policy, the Company
encourages you to notify your Functional Head. If you are not comfortable discussing the problem with
your department head, you should notify it as per the Company's Whistleblower policy.
Safety and Health
The Company is committed to keeping its workplaces free from hazards. Please report any
accidents, injuries, unsafe equipment, practices or conditions immediately to a supervisor or other
designated person. Threats or acts of violence or physical intimidation are prohibited.

You must report to work free from the influence of any substance that could prevent you from
discharging your duties and responsibilities safely and effectively.

Drug and Alcohol

The Company strictly forbids the use of illegal drugs, drugs that impair your ability to perform
your job and alcohol in all workplaces. At the Company's discretion, an employee whose job
performance or behavior indicates that he or she may be unfit for duty due to being under the influence
of any substance that could prevent him or her from discharging his or her duties and responsibilities
safely and effectively will not be permitted to work. In addition, if the use of drugs or alcohol is
substantiated, the Company may impose disciplinary action, including termination from employment.

Compliance with Laws, Rules and Regulations

It is the Company's policy to comply fully in letter and in spirit with all applicable laws, rules and
regulations. All employees must respect and obey the laws of the cities, states and countries in which
we operate and avoid even the appearance of impropriety, and each of us is responsible for knowing
and following the laws that apply where we work. In case of ambiguity or you have any questions about
the prevailing laws that apply to your activities, you should contact the Legal department.

All required information shall be made accessible to the Company's auditors and other
authorized persons and government agencies. False or misleading entries, unrecorded funds or assets,
or payments without appropriate supporting documentation and approval are strictly prohibited and
violate Company policy and the Law. There shall be no willful omissions of any company transactions
from the books and records, no advance income recognition and no hidden bank accounts and funds.
No employee in any way will cause the company's accounts or other records to not clearly describe and
properly state the true nature and timing of a business activity or transaction.

Compliance with Environmental Laws

The Company is sensitive to the environmental, health and safety consequences of its
operations. Accordingly, the Company is in strict compliance with all applicable Federal and State
environmental laws and regulations, including among others, the Clean Air Act, the Federal Water
Pollution Control Act, the Resource Conservation and Recovery Act and the Occupational Safety and
Health Act.

Compliance with the Antitrust Laws

The Company believes in fair and open competition, and adheres strictly to the requirements of

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antitrust laws. As a general proposition, any contact with a competitor may present problems under the
antitrust laws. Accordingly, all employees should avoid any such contact relating to the business of the
Company or the competitor without first obtaining the Executive Management.

The Company notes below some general rules concerning contacts with competitors:

● Agreements among competitors, whether written or oral, which related to prices are illegal per
se. In other words, such agreements, by themselves, constitute violation of antitrust laws. Price
fixing is a criminal offense, and may subject the Company to substantial fines and penalties and
the offending employee to imprisonment and fines.

● The antitrust laws may be violated even in the absence of a formal agreement relating to prices.
Under certain circumstances, an agreement to fix prices may be inferred from conduct, such as
the exchange of price information, and from communications among competitors even without
an express understanding.

● It is a per se violation of the antitrust laws for competitors to agree, expressly or by implications,
to divide markets by territory or clients.

● It is per se violation of the antitrust laws for competitors to agree not to do business with a
particular client or supplier. As with agreements to fix prices, the antitrust laws can be violated
even in the absence of an express understanding.

● Any communication between competitors concerning problems with any client or supplier may
violate the antitrust laws and should be avoided.

Conflict of Interest
A conflict of interest occurs when an individual's private interest interferes, appears to interfere
to is inconsistent, in any way with the interests of the company. Conflict of interest may also be any
circumstances that could cast doubt on our ability to act with total objectivity with regard to the
Company's interests.
The Company notes below some general rules concerning contacts with competitors:

● No employee will be involved in any arrangement or circumstances, including family or other

personal relationships, which might discourage him/her from acting in the best interest of the
Company.

● No employee or his/her family member will act as a broker or on behalf of a third party in
transactions involving or potentially involving his/her company.

● Employees or their family members will not have any financial interest in any outside enterprise
which is currently doing business or seeks to do business with or is a competitor of his/her
Company. If the employee comes to know that his/her Company is doing business with any
organization/individual with which he/she is directly or indirectly involved for example, through a
relative he/she is obliged to bring it to the notice of his Department Head or Head - HR through
a written letter/ mail.

● An employee should not be the final decision maker for any business contract or arrangement
with any organization wherein his/her relatives/close friends are employed in key positions. In

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the event an employee finds himself / herself in a position of having to decide on such a contract
or arrangement, he/she should refrain from taking such a decision and refer the matter to
his/her superior for taking a decision, clearly informing his/her superior of his/her relationship
with key personnel in the concerned organization.

● Is obligatory for an employee to declare that he/she is related to any other employee of the
Company as soon as he/she discovers it, through a written letter/mail to the Head HR.

● Employees shall not exploit for their own personal gain opportunities that are discovered
through the use of corporate property, information or position.

● No employee shall solicit or promote any personal/public cause or organization/ association

during working hours.
It is not always easy to determine whether a conflict of interest exists, so any potential conflicts
of interest, irrespective of its amount, must be reported immediately to the Executive Management. Any
employee of the Company who becomes aware of a conflict or potential conflict involving another
employee, vendor irrespective of the amount of the conflict, should bring it to the attention of the
Executive Management.

Business Conduct and Fair Dealing

Employees represent the company. Interactions with clients, suppliers, vendors and all other
persons or entities reflect the values and ethics of the Company. In each interaction, it is important to
observe certain standards of conduct. Each employee, in carrying his or her duties are responsibilities,
should endeavor to deal fairly with the Company's clients, suppliers, competitors and employees and
should treat each person encountered with respect and professionalism. No employee should take
unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair-dealing practice.

Earn Supplier, Vendor and Client Trust: The Company's reputation for integrity is tested
every day by the way employees treat the people with whom they Company does business. Honesty,
fairness and keeping commitments must be hallmarks of the way of doing business.

Present the Company Truthfully: Communications with the public should reinforce a sense of
trust in the Company. Public statements should be sufficiently candid, clear and complete so that they
neither mislead nor lend themselves to misinterpretation.

Supplier Vendor Relationship: The Company's policy is to purchase supplies based on need,
quality, service, price and terms and conditions. Suppliers should be selected based on merit, price,
quality and performance. The Company's policy is to, as a rule, select significant suppliers or enter into
significant supplier agreements through a competitive bid process. Under no circumstances should any
Company employee, agent or contractor attempt to coerce suppliers in any way.

Gifts and Entertainment

Business gifts and entertainments are customary courtesies designed to build goodwill among
business partners. These courtesies include such things as meals and beverages, tickets to sporting or
cultural events, discounts not available to the general public, travel, accommodation and other
merchandise or services. However, a problem may arise when such courtesies compromise-or appear

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to compromise-the recipient's ability to make objective and fair business decisions. The same rules
apply to employees offering gifts and entertainment to Company's business associates

Offering or receiving any gifts, gratuity or entertainment that might be perceived to unfairly
influence a business relationship should be avoided. These guidelines apply at all times, and do not
change traditional gift-giving seasons. The value of gifts should be nominal, both with respect to
frequency and amount.

Payments to Domestic and Foreign Officials

Employees must comply with all laws prohibiting improper payments to domestic and foreign
officials, including U.S. Foreign Corrupt Practices Act of 1977 (the "FCPA").

The FCPA prohibits an offer, payment, promise of payment or authorization of the payment of
any money or gift to a foreign official, foreign political party, official of a foreign political party or
candidate for political office to influence any act or decision of such person or party to obtain or retain
business. The FCPA also prohibits a payment to any person with the intention that all or a portion of
that payment will be offered or given, directly or indirectly, to any such political person for any such
purpose.

Violation of the FCPA is a criminal offense, subjecting the Company to substantial fines and
penalties and any employee action on behalf of the Company to imprisonment and fines. The FCPA
prohibits the Company from paying, directly or indirectly, a fine imposed upon an individual pursuant to
the FCPA.

Bribery, kickbacks and rebates

Bribery in any form, commercial or political, is forbidden in all Company business dealings. No
Company funds may be used, either directly or indirectly, for any bribe, kickback or other unlawful
payment anywhere in the world or under any circumstances.

The purchase or sale of goods and services on behalf of the Company must not lead to
employees or their families receiving personal kickbacks or rebates. In general, if you or your family
stands to gain personally through the transaction, it is prohibited. Such practices are not only unethical,
but are in many cases illegal.

Political Activities and Contributions

The Company respects and supports the right of its employees to participate in political
activities. However, these activities should not be conducted on Company time or involve the use of
any Company resources such as telephones, computers or supplies. Employees will not be reimbursed
for personal political contributions.

Usage Of Company's Assets

Protecting the Company's assets is a key responsibility of every employee. Care should be
taken to ensure that assets are not misused, misappropriated, loaned to others, or sold or donated or
mortgaged, without appropriate authorization. Employees may not use Company assets for personal
use, nor may they allow any other person to use Company assets.

Every employee is personally responsible for all Company funds over which he or she exercises

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control. Company funds must be used only for business purposes. Every employee must take
reasonable steps to ensure that the Company receives good value for Company funds spent and must
maintain accurate and timely record of expenditure.

Electronic Resources Usage

Employees should ensure that they use only licensed software and take back-up of all important
data. Uses that threaten the integrity of the system, the privacy of others, or that are otherwise illegal,
are hence forbidden. The Company reserves the right to access and monitor all messages and files on
its system, including information regarding employee internet use, as and when deemed necessary and
appropriate. The electronic resources shall be used in an effective, ethical and lawful manner. Users
who receive or notice obscene or inappropriate messages are needed to report the same immediately
to their immediate supervisors or the Information Security Department. The Company will not be
responsible for actions of employees deemed illegal with respect to the usage of electronic resources.

Handling Confidential Information

Employees should use information received in the course of their business dealings only for the
purpose it is intended or normally used and never for personal gain or for a third party's gain. They
should also not release confidential data or information to others without proper authorization.

The Company has many kinds of business relationships with many companies and individuals.
All employees should take special care to handle confidential information of our customers, potential
customers, suppliers, potential suppliers or any other third party with responsibility.

In keeping with the terms of the Employment Contract, all employees shall, during their service
with the Company, devote their full time attention to the responsibilities entrusted to them. No employee
will serve as an employee, agent, director, partner or consultant of any other business enterprise.

Compliance with this Code

If an employee fails to comply with this Code or applicable laws, rules or regulations, he or she
will be subject to disciplinary measures, including termination of employment. Violations of this Code
may also constitute violations of laws and may result in civil or criminal penalties for such person, such
person's supervisors and/or the Company.

If you have any questions regarding obligations under this Code, you should promptly contact the Legal
department or Executive Management.

Name: Bharath Kumar Employee ID: 72765

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