Encore IT Services Solutions India Private Limited

Dear Colleagues,

Encore IT Services Solution (P) Ltd. has always followed the highest standards of
ethics and fair conduct. We have always exhibited high levels of integrity in our
business conduct.

We have adopted the enclosed Ethics and Code of Conduct to guide our dealings,
transactions with all our stakeholders including colleagues, customers, investors,
governments, regulators and society.

I urge each one of you to read, understand, adhere to and enforce this declaration
and also ensure that others who work with you do the same.

We are committed to continuously review and update our policies and procedures.
Therefore, this Ethics and Code of Conduct declaration is subject to modification.
Such changes will be communicated to you from time to time.

I request you to sign the acknowledgement form at the end of this declaration and
return the form to the Human Resources department indicating that you have
received, read, understood and agree to comply with the same. The signed
declaration will be maintained in our records.

Yours sincerely,

Kandasamy Sankaran
Senior Vice President

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Encore IT Services Solutions India Private Limited

Ethics & Code of Conduct Declaration

I hereby confirm that I shall conduct myself in a manner that upholds good ethical
standards and as per the rules of company.

More specifically, I confirm the following:

1. I shall not commit any breach of law in connection with carrying out my
duties.
2. I shall act in good faith and honesty and with due diligence.

3. In respect of any information relating to the Company’s business, its vendors,

customers, employees etc., which is not in public domain and to which I have access
or possess such information, that is considered as confidential information and unless
authorized to do so, I shall not provide any such information to anyone formally or
informally.

4. I shall not misuse any resources, intellectual property (including office

equipment, e-mail and computer applications) of the company whether for
personal gain or otherwise.

5. I shall not conduct any activity, business or relationship which may conflict
with the interests of the Company. Should there be a genuine need, I shall
disclose the same appropriately to the Company and obtain prior written
permission to do so.

6. I shall not accept or offer, directly or indirectly, any gifts, donations,

remuneration, hospitality, illegal payments or benefits which are intended to
obtain or provide business or favors or decisions for the conduct of business
from people doing business with the Company (including suppliers,
customers, competitors, contractors and business partners). Should there be
a need to present mementos to the visiting dignitaries, I shall ensure that the
value is insignificant and in any case, does not exceed Rs. 2000/-

7. I shall not do or take any favor, both monetary and non-monetary, using my
status as employee, with Company’s stakeholders including its vendors,
customers, employees etc., for any personal requirement or gain

8. I am aware of the company’s policy in respect of dual employment, and

accordingly I shall not accept simultaneous employment with another
employer.

9. I am also bound by the Encore Security guidelines as well as any other

information security guidelines provided by the company.

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Encore IT Services Solutions India Private Limited

10. I shall not sell, manufacture, distribute, possess, use or be under the
influence of any controlled substance or illegal drugs or alcohol while on the
job.
11. I shall report to work properly groomed and wear appropriate clothing. I shall
strictly follow the company’s dress code policy in this regard. While visiting or
working at a client site I shall adhere to the dress code maintained at that
particular client site.

12. I am personally responsible for complying with the access controls that have
been implemented in the facility. I shall read and strictly abide by the
Company’s Information Security Policy.

13. I am personally responsible for all Company funds over which I exercise
control. Company funds shall be used only for company’s business purposes. I
shall maintain accurate and timely records for each and every expenditure.

14. I am personally responsible for all Company properties which I use or over
which I exercise control. Company properties shall be used only for
company’s business purposes.

15. While claiming any expenses from the company such as travel,
communication, medical, conveyance, food expenses, etc., I shall ensure that
such claims are in accordance with the company policy and actually incurred
for the intended purpose. I shall ensure that all supporting documents
including bills are genuine

16. While at a client site or when I am with any Company customer or potential
customer I shall act in a manner that reflects Company’s ethical values and
creates value for our customers and helps build a relationship based on trust.

17. Once a third party’s confidential information has been disclosed to the
company, I have an obligation to abide by the terms and conditions of the
relevant Non-disclosure agreement and limit its use to the specific purpose for
which it was disclosed.

18. It is our policy to comply fully with all applicable laws and regulations
governing contact and dealings with government employees and public
officials. I shall strictly comply with all local, state, federal, foreign and other
applicable laws, rules and regulations.

19. I am aware that the company encourages employees to speak up and report
any inappropriate act/behavior at the earliest to their Manager, Head of the
Department or the Human Resources department. Any form of sexual
harassment caused to an employee including vendors/visitors/clients is
treated as gross misconduct. Such harassment could lead to termination and

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Encore IT Services Solutions India Private Limited

legal action against such individuals. in accordance with the Company’s sexual
harassment policy.

20. If I have concerns related to questionable accounting, auditing matters or of

grave misconduct i.e. conduct which results in violation of law by the
company, I shall promptly contact the concerned personnel.

ACKNOWLEDGEMENT OF RECEIPT OF ETHICS AND CODE OF CONDUCT

I have received read and understood the company’s Ethics and Code of Conduct. I
understand the standards and policies mentioned therein and understand there may
be additional policies or laws specific to my job. I agree to abide by the Ethics and
Code of Conduct of the Company and the rules set out by the company from time to
time.

If I have any questions concerning the meaning or application of the Company’s

Ethics and Code of Conduct, I know I can consult my Manager / the Human
Resources Department, knowing my questions or reports to these sources will be
maintained in confidence.

I understand that the company has the right to take disciplinary action, which may
include immediate termination of employment or business relationship at the
Company's sole discretion against any person whose actions are in violation of the
Ethics and Code of Conduct.

Yours truly,

Employee Signature

Employee Name: ___________________ Employee No: ___________

Designation: ____________________ Date: _________________

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