1. OVERVIEW
The Code of Conduct (“Code”) for Directors & Senior Management of Pathetic Finance and Investment Private Limited (“the Company”) helps to set the standards of business conduct of the Company and ensures compliance with various legal requirements that govern the operations of the Company.

2. PURPOSE
The purpose of code is to promote ethical conduct and to deter wrongdoing so as to protect the best interests of the company and its stakeholders.

3. APPLICABILITY
This Code of Conduct is applicable to the following persons:
-All members of the Board of Directors and
-All members of the Senior Management of the Company.

4. DEFINITIONS & INTERPRETATION
Unless repugnant to the meaning or context thereof, the following expressions, wherever used in this Code, shall have the meaning assigned to them below:
4.1 "Board" shall mean the Board of Directors of the Company.
4.2 "Directors" shall mean directors on the Board.
4.3 "Company" shall mean Pathetic Finance and Investment Private Limited.
4.4 “Senior Management” shall mean the officers and personnel of the Company who are members of its core management team, excluding Board of Directors, including members of management one level below the Chief Executive Officer/Managing Director/Whole Time Director/Manager including any Functional Head by whatever name called and the persons identified and designated as Key Managerial Personnel, other than the Board of Directors.

5. CODE OF CONDUCT
Board Members and Senior Managers will:
5.1 Act in the best interests of, and fulfil their fiduciary obligations to the Company;
5.2 Act honestly, fairly, ethically and with integrity;
5.3 Conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position;
5.4 Will deal fairly with all stakeholders;
5.5 Comply with all applicable laws, rules and regulations;
5.6 Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;
5.7 Not use the Company’s property or position for personal gain;
5.8 Not use any information or opportunity received by them in their capacity as Directors or senior management in a manner that would be detrimental to the Company’s interests;
5.9 Act in a manner to enhance and maintain the reputation of the Company;
5.10 Disclose any personal interest that they may have regarding any matters that may come before the Board and abstain from discussion, voting or otherwise influencing a decision on any matter in which the concerned Director has or may have such an interest;
5.11 Abstain from discussion, voting or otherwise influencing a decision on any matters that may come before the board in which they may have a conflict or potential conflict of interest;
5.12 Not to serve as a Director or otherwise be in employment or engage in providing services to a Company that competes with the Company.
5.13 Respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors or senior management, except when authorized or legally required to disclose such information;
5.14 Not use confidential information acquired in the course of their service as Directors or senior management for their personal advantage or for the advantage of any other entity;
5.15 Help, create and maintain a culture of high ethical standards and commitment to Compliance;

6. REVIEW
This Code is subject to review by the Board from time to time.
All Directors and Senior Management personnel are required to confirm their adherence to this Code annually, or whenever the Code is updated, ensuring compliance. Newly appointed Directors and Senior Management personnel shall provide their affirmation of compliance at the time of joining the Board or the Company.