STANDARD OPERATING PROCEDURE (SOP)
CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
OF
California Software Company Limited

1. PREAMBLE
This Code of Conduct (hereinafter referred to as the “Code”) has been framed and adopted by California Software Company Limited (hereinafter referred to as “the Company”) in compliance with:

• Regulation 17(5) read with Schedule IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• Section 149(7) and Schedule IV of the Companies Act, 2013

• Applicable corporate governance provisions and regulatory requirements

This Code is intended to provide guidance to the Board of Directors and Senior Management Personnel in managing the affairs of the Company in an ethical, transparent, and responsible manner.
The purpose of this Code is to:

• Promote integrity, honesty, and accountability

• Recognize and address ethical issues

• Establish mechanisms for reporting unethical conduct

• Ensure compliance with applicable laws and regulations

• Foster a culture of transparency and responsible governance

The provisions of this Code may be amended or modified by the Board of Directors from time to time and such amendments shall become effective from the date approved by the Board.

2. OBJECTIVES
The objectives of this SOP are to:

• Promote ethical business conduct

• Ensure good corporate governance

• Safeguard stakeholder interests

• Prevent conflict of interest

• Ensure compliance with laws and Company policies

• Encourage reporting of unethical conduct

• Maintain confidentiality and integrity in business operations
   

3. APPLICABILITY
This Code shall apply to:

• Board of Directors

• Independent Directors

• Executive Directors

• Non-Executive Directors

• Key Managerial Personnel (KMP)

• Senior Management Personnel

• Functional Heads and Department Heads
   

4. DEFINITIONS
4.1 Board of Directors
Means the Board of Directors of the Company.
4.2 Senior Management Personnel
Means personnel who are members of the core management team, including all functional heads and officers one level below the Executive Directors.
4.3 Company
Means California Software Company Limited.

5. ETHICAL CONDUCT
All Directors and Senior Management Personnel shall:

• Act honestly, ethically, and with integrity

• Conduct business responsibly and professionally

• Exercise due care, skill, and diligence

• Avoid actions that may damage the reputation of the Company

• Promote fairness and transparency
   

6. COMPLIANCE WITH LAWS
All covered persons shall comply with:

• Companies Act, 2013

• SEBI Regulations

• Stock Exchange requirements

• Anti-bribery and anti-corruption laws

• Taxation and financial reporting laws

• Data privacy and cybersecurity laws

• Internal Company policies and procedures
   

7. CONFLICT OF INTEREST
Directors and Senior Management Personnel shall:

• Avoid actual or potential conflict of interest

• Disclose material personal interests

• Refrain from participating in matters where conflict exists

• Avoid misuse of Company position or information

Examples include:

• Financial interest in competing businesses

• Improper personal benefit

• Unauthorized related party transactions

• Acceptance of inappropriate gifts or favors
   

8. CONFIDENTIALITY
All confidential information acquired during association with the Company shall be maintained in strict confidence.
Confidential information includes:

• Financial information

• Business plans and strategies

• Client and customer information

• Intellectual property

• Trade secrets

• Unpublished Price Sensitive Information (UPSI)

The obligation of confidentiality shall continue even after cessation of office or employment.

9. INSIDER TRADING
Directors and Senior Management Personnel shall comply with:

• SEBI (Prohibition of Insider Trading) Regulations

• Trading window restrictions

• Disclosure requirements relating to securities transactions

No person shall trade in securities while in possession of UPSI.

10. PROTECTION OF COMPANY ASSETS
Company assets shall be used only for legitimate business purposes.
Protected assets include:

• Physical assets

• Technology infrastructure

• Software and systems

• Intellectual property

• Financial resources

• Confidential data

Unauthorized use or misuse of Company assets is prohibited.

11. FAIR DEALING
All persons covered under this Code shall deal fairly with:

• Customers

• Employees

• Vendors

• Shareholders

• Regulators

• Competitors

No unfair advantage shall be taken through:

• Manipulation

• Misrepresentation

• Concealment

• Abuse of privileged information
   

12. WORKPLACE CONDUCT
The Company is committed to maintaining a workplace free from:

• Harassment

• Discrimination

• Bullying

• Retaliation

All personnel shall comply with workplace conduct and POSH policies.

13. GIFTS, HOSPITALITY, AND BENEFITS
Directors and Senior Management Personnel shall:

• Avoid accepting benefits that influence decision-making

• Not offer or accept bribes

• Ensure business hospitality remains reasonable and lawful

Material gifts or benefits shall be disclosed as per Company policy.

14. RELATED PARTY TRANSACTIONS
All related party transactions shall:

• Be disclosed appropriately

• Be conducted on arm’s length basis

• Obtain necessary approvals under applicable laws
   

15. REPORTING OF VIOLATIONS
Any suspected violation of this Code shall be reported through:

• Vigil Mechanism / Whistleblower Policy

• Audit Committee

• Company Secretary

• Compliance Officer

The Company shall ensure protection against retaliation for genuine reporting.

16. RESPONSIBILITIES OF INDEPENDENT DIRECTORS
Independent Directors shall:

• Uphold ethical standards

• Exercise objective and independent judgment

• Safeguard stakeholder interests

• Ensure integrity of financial reporting

• Monitor governance practices
   

17. RESPONSIBILITIES OF SENIOR MANAGEMENT
Senior Management Personnel shall:

• Ensure operational compliance

• Implement Board-approved policies

• Maintain internal controls

• Promote ethical business culture

• Ensure timely disclosures and reporting
   

18. COMPLIANCE OFFICER
The Company Secretary or designated Compliance Officer shall:

• Monitor compliance with this Code

• Maintain records and annual affirmations

• Provide guidance on ethical matters

• Report violations to the Board/Audit Committee
   

19. ANNUAL AFFIRMATION
All Directors and Senior Management Personnel shall annually affirm compliance with this Code.
The Company shall disclose compliance status in the Annual Report in accordance with SEBI regulations.

20. VIOLATION OF CODE
Violation of this Code may result in:

• Warning or reprimand

• Disciplinary action

• Removal from office/employment

• Legal or regulatory action

The Board shall determine appropriate action based on severity of violation.

21. REVIEW AND AMENDMENT
This SOP may be reviewed and amended periodically by:

• Board of Directors

• Audit Committee

• Nomination and Remuneration Committee
   

22. EFFECTIVE DATE
This SOP shall come into effect upon approval by the Board of Directors of California Software Company Limited.

APPROVAL
Approved by the Board of Directors of
California Software Company Limited
Date: APRIL 10, 2026
Place: Chennai, Tamil Nadu, India
Chairman / Managing Director
Authorized Signatory