I. Preface:

This Code of Conduct (‘Code’) is consistent with its values and beliefs,
Medybiz Pharma Private Limited (‘the Company’) has formulated the
following Code as a guide. The Board of Directors of the Company adopts this
Code as a testimony of it’s commitment to adhere to the highest standards
of honesty, integrity and avoidance of conflicts of interest.

II. Applicability:

The Employees of the Company are obliged to carry out their duties in an
honest, fair, diligent and ethical manner, within the ambit of authority
conferred upon them and in accordance with applicable laws. As the Employees
of the Company, they have an inherent responsibility to take decisions and
implement policies in the best interests of the Company. This Code is
applicable to all the Employees of the Company;

III. The Code:

The employees of the Company subscribe to the following Code of Conduct.
In performing their functions, they would:
(a) Act honestly, diligently and in good faith and in the best interests of the
Company;

(b) Not use any confidential information received by them in the course of their
official duty, for personal gain, or allow the use of such information for the
financial benefit of any other person;

(c) Not allow personal interests to conflict with the interests of the Company;

(d) Abide by all applicable laws and regulations including Company’s Insider
Trading Policy;

(e) not engage in any business or activity which might conflict with the
interests of the Company;

(f) Ensure the confidentiality or information while in the office and is only
disclosed if authorized by the Company or as required by law;

(g) Exercise their responsibilities with utmost cost consciousness within the
Company and promote the same;

(h) Take responsibility to maintain and ensure effectiveness of internal control
systems and procedures at all times;

(i) Help promote equally or gender, class or caste in so far as the same relates
to the activities of the Company;

(j) Desist from engaging in any fraudulent activity in their personal capacity;
and

(k) Directly or indirectly not cause the Company to enter into any transaction
which is fraudulent, illegal or violative of this Code.

(l) Follow/abide by all the terms and conditions of the employment Contract
entered in to with the Company.

IV. No Rights Created

The Code set forth guidelines for conduct for the Employees of the Company. It
is not intended to nor does it create any right in favour of any Employee/
employees, client, supplier, customer or any other person or entity.

V. Waiver

Any waiver of any provision of this Code of Conduct for an employee must be
placed for approval before the Proper Authority of the Company.

VI. Compliance with Laws and Regulations:

In carrying out their duties and responsibilities, the Employees should comply,
and endeavor to ensure that the management is causing the Company to comply
with applicable laws, rules and regulations. In addition, if any
Employee/employees become aware of any information that he or she believes
constitutes evidence of a material violation of any securities or other laws, rules
or regulations applicable to the Company of the operation of its business, such
information should brought to the attention of the Senior Management of the
Company.

VII. Compliance of Code

Every Employee is required to comply with this Code and he/she shall
acknowledge and affirm on an annual basis, the compliance with the Code. Such
annual affirmations by the Employees shall be kept in the custody of the file
maintained by the Human Resources Department. Any violation of the Code
shall be reported to the Senior Management of the Company. This code of
conduct shall be posted on the website of the Company.

VIII. Variations of the Code:

The Senior Management shall review and approve any modifications to this Code,
to keep it in line with any regulatory changes, from time to time.

Date:                                                                            SIGNATURE OF THE EMPLOYEE