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Offer Letter Idfc 11

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254 views48 pages

Offer Letter Idfc 11

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You are on page 1/ 48

03-06-2025

Employee Name: NAKKA PRAKASH

Employee Code: 605270

Dear NAKKA PRAKASH,

We are pleased to extend this letter of appointment ("letter") to you as "Canvasser - Rural" and
grade is "Associate" at IDFC FIRST Bharat Limited (the "Company"). You are expected to join on
or before 01-06-2025 basis the agreement. The position is currently based
at ANAKAPALLI Location. Your annual compensation (CTC – All inclusive) will be CTC INR
₹ 197556.

Your appointment is subject to your abiding to, in letter and spirit,

Compensation Details [Annexure-1]

Terms & Conditions [Annexure-2]
Code of Conduct [Annexure-3] and
Code of Conduct for Prohibition of Insider Trading [Annexure-4]

This appointment is subject to you being medically fit to perform your role effectively. It is also
subject to verification, as per the norms of the company, of information and particulars submitted
by you, including but not limited to Authorization / Undertaking / Declaration Form.

Please note that you are required to keep the salary & other perquisites / benefits offered to you
strictly confidential and not share information regarding the same with anyone.

Congratulations on your appointment. We wish you a successful association with IDFC FIRST
Bharat Limited.

Thank You

For IDFC FIRST Bharat Limited

IDFC First Bharat Limited

I, NAKKA PRAKASH acknowledge that I have read, understood and accept the
above along with the Terms and Conditions

in Annexure 1, 2, 3 and 4 in its entirety and agree to abide by it and confirm / certify
the following:

Date of Joining the Company: 01-06-2025

PAN number:

Email ID: [email protected]

Signature:

Date:

IDFC First Bharat Limited

COMPENSATION DETAILS

Employee Name NAKKA PRAKASH

Designation Canvasser - Rural

Grade Associate

Department UC

Location ANAKAPALLI

Salary Head Annual Monthly

Basic 49392.00 4116.00

Work Allowance 49392.00 4116.00

HRA 24696.00 2058.00

Conveyance Allowance 12000.00 1000.00

Broadband Allowance 12000.00 1000.00

Position Allowance 19752.00 1646.00

Annual Guaranteed Remuneration (AGR) 167232.00 13936.00

Statutory Bonus 13224.00 1102.00

EPF 17100.00 1425.00

Annual Total Remuneration (ATR) 197556.00 16463.00

Note:

IDFC First Bharat Limited

Annexure-2

The following are the terms and conditions of your employment at IDFC FIRST Bharat Limited

For the purpose of this document "Firm" or "Company" shall mean IDFC FIRST Bharat Limited
and all its subsidiaries, associate or group companies.
1. Postings and Transfers

1.1. Your joining location will be the same as mentioned in your appointment letter. However,
during your employment, you may be posted / transferred to any of the offices / projects /
division /departments / units / subsidiaries / sister concerns of the Company, existing or to
be set up at any other location, without any additional remuneration, in the interest of the
Company without assigning any reasons.

2. Leave and Absence

2.1. You will be entitled to Earned Leave in a financial year running from April to March as
per the Company Policy. In case of your joining the Company in the middle of the said
financial year, you will be entitled to leave on pro-rata basis.
2.2. You will be required to avail of mandatory leave as per the Company Policy in every
financial year, this will be part of your Earned Leave entitlement.
2.3. While counting the number of days of leave, intervening days of the weekend and
Company Holidays will not be counted.
2.4. You should obtain prior approval before proceeding on leave. Failure to do so may invite
disciplinary action

3. Total Fixed Pay

3.1. Your Total Fixed Pay (TFP) is as stated in the annexure of our Offer/Appointment
Letter. Based on it, your compensation will be paid to you on a monthly basis by the end of the
month to which it relates.

IDFC First Bharat Limited

(Formerly IDFC Bharat Limited), Business correspondent of IDFC FIRST Bank
Registered Office:SAN Complex, No. 4, Williams Road, Cantonment, Tiruchirapalli 620 001 Tel: +91 431 4500000 Fax: +91 431 2750393
CIN: U65929TN2003PLC050856 Email: [email protected] Website: www.idfcfirstbharat.com
3.2. The Company provides you choice as regards certain reimbursements within your
aforesaid Total Fixed Pay (TFP), amount in keeping with the Company's guidelines in this
regard. To exercise such choice, you will have to provide to the Company your choice at the
time of joining and in the beginning of the financial year, in the prescribed manner which
currently is by your uploading the details of your choice of reimbursements on the
Company's Payroll Portal.
3.3. In addition to the above the Company may consider, but will not be obliged to, paying
you a variable compensation by way of bonus, incentive, ex-gratia etc. based on your
performance as well as performance of your team and the Company.
3.4. All amounts payable to you by the Company (including the joining bonus, relocation
expenses or notice period pay agreed to be reimbursed to you by the Company in relation to
your earlier employment) will be subject to and paid to you after deduction of income (or any
other) tax at source (TDS)
3.5. Please note that your compensation and benefit details are to be kept confidential.
3.6. Your performance will be subject to periodic review based on which you will be
considered for revision of compensation/grade in keeping with the Company's policies and
practices.
3.7. The Company will cover you under the group medical insurance policy from the date of
your joining Provided you have completed all formalities and documentation pertaining to it.

3.8. In addition to the above, you will be covered under the Group Term Life Insurance and
Personal Accident Insurance. This is over and above your TFP.
3.9. Your Total Fixed Pay increases and future prospects in the Company shall entirely
depend on the individual, business unit and the company's performance. Increase in Total
Fixed Pay, in no case, shall be automatic and/or a matter of right.

4. Performance Bonus/Incentive Payments

4.1. The Company may, in its absolute discretion, pay you a bonus/incentive of such
amount, at such intervals and subject to such conditions as the Company, may, in its
absolute discretion, determine from time to time, in accordance with the Company Policy.
4.2. An employee will not be entitled to any variable payout/compensation on his
resignation/dismissal/job abandonment.
4.3. The exercise of discretion to pay a bonus in one financial year shall not bind the
Company or act as a precedent for the exercise of discretion in any other financial year.
4.4. If, on or before the date when a bonus/incentive might otherwise have been payable,
your employment has terminated or either party has given notice of cessation of
employment, you will not be entitled to receive any such bonus or incentive. (Whether in
cash, shares or any other form).

5. Statutory Payments / Deductions

5.1. All Statutory Payments / Deductions will be as per the applicable law and maybe
changed from time to time based on changes in the law of the land.

IDFC First Bharat Limited

6.1. You agree that, at any time during your employment, or after the effective date of
employment, the Company may deduct, from your Total Fixed Pay /Annual Gross
Remuneration Package/ Bank Account any overpayment made, or amounts owed by you.
This includes, but is not limited to, any excess (leave), outstanding loans, advances,
relocation expenses, joining bonus, and the cost of repairing any damage or loss to
Company's property or equipment caused by you.
6.2. You agree that, at any time during your employment, or after the effective date of
employment, the Company may recover any shortfall /loss on account of any negligence or
any act of commission by you, while executing your responsibilities.

7. Tax

7.1. You will be fully liable for the payment of Income Tax (or any such applicable taxes) on
your total remuneration including bonuses/ variable pay to the Income Tax authorities
including other such statutory dues/taxes and this will be your personal responsibility. The
Company shall deduct any statutory dues/taxes from amounts paid to you, as per applicable
laws

8. Medical Fitness and Verification of Particulars

8.1. Your appointment is subject to you being medically fit and continuing to remain fit
thereafter. In case you subsequently develop a critical/chronic illness which restricts you
from performing your official duties you are required to inform HR about the same. Failure to
do so may be considered as misconduct

8.2. Your employment is also subject to clearing the Personal and Professional Background
Verification as per norms of the Company, including your antecedents and documents
submitted.
8.3. In case particulars mentioned in your application / Curriculum Vitae / Resume/ pre-
employment declaration or any such document/data/ information shared by you are found
false or unsatisfactory, your services would be liable for termination at any time without any
notice or any compensation in lieu thereof.
8.4. Your date of birth mentioned in the Aadhaar Card or other such acceptable statutory
document submitted by you will be deemed to be the conclusive proof of your date of birth.

9. Normal Retirement Age

IDFC First Bharat Limited

10. Confidentiality

10.1. You will not, either during your employment or at any time post resignation from
services, use or communicate to any person, any information of a confidential nature
concerning the business of the Company, or of any of their customer(s), supplier(s) or other
person(s) having dealings with the Company as the case may be, and which comes to your
knowledge during the course of your employment other than in connection with your
services to the Company.
10.2. If you a supervisor, then in your capacity as the leader of your team, you would be in
possession of highly sensitive and confidential information with regard to and not limited to
each and every employees' compensation, rating, performance, sensitivities, promotions
and career expectations. You would be expected to maintain complete confidentiality of the
said information and not use the same in any capacity whatsoever.
10.3. Complete confidentiality should be maintained by you of all the information of any
nature, including as to the affairs of any person having any dealing with any constituent of
IDFC FIRST Bharat Limited or any of its subsidiaries or the business of any person having
any dealing with any constituent of IDFC FIRST Bharat Limited or any of its subsidiaries and
including any documents, books or records thereof, that you have had access to by virtue of
your service in IDFC FIRST Bharat Limited and you shall not directly or indirectly disclose or
cause the disclosure of any such information to any person unless required to do so by any
regulatory, administrative or judicial authority to such authority.

10.4. In performing your duties, you may from time to time receive or obtain
information/data/documents from the Company or a related or associated or subsidiary or
affiliated company or otherwise and have access to information relating to their clients or
business information, business plans, systems, personnel, or other information of a
confidential nature (This will be termed as "the Information").
10.5. In consideration of the Company making the Information/ data/documents available,
you undertake and agree that you will:

a. Keep the Information/data/documents confidential at all times and not divulge or

communicate to any person, other than those approved in writing by the Company, any
of the Information/data/documents which you may (whether before or after the date of
this letter) receive or obtain.
b. Not use the Information/data/documents for any purpose other than in connection
with your services to the Company;
c. Immediately return or destroy (at the Company's option) the original and all copies
of any records of the Information/data/documents (in whatever form) and all notes and
other documents embodying any of the Information on the first to occur of any of the
following:

I. On the Company's demand;

IDFC First Bharat Limited

11. Data Protection

11.1. The Company may be required to process, transfer and store your personal and
sensitive data in any of the other locations used by the Company/any of the locations as
specified by the Company.

11.2. By signing this contract, you acknowledge and agree that the Company is permitted to
hold personal information about you as part of our personnel and other business records
and that the Company may use such information in the course of its business.
11.3. You agree that the Company may disclose such information to third parties in the event
that such disclosure is, in our view, required for the proper conduct of our business or that of
any associated
company. This clause applies to information held, used or disclosed in any medium.

12. Compliance

12.1. In your role at the Company, it is expected that you will abide and ensure all aspects of
compliances, in letter and spirit, staying true to the law of the land.
12.2. You are aware that there are laws against trading securities using material non-public
information and you agree to comply with such laws.
12.3. During the continuance of your employment with the Company, you are expected to
comply with the Company's policies, practices and procedures.

13. Restrictive Covenant

13.1. You are committed not to hire anyone or engage in any sort of discussion with an
employee of IDFC FIRST Bharat Limited or any of its subsidiaries for at least one year from
your last working date in IDFC FIRST Bharat Limited. This is applicable even during your
period of employment whether approached by the employee or officers of IDFC FIRST
Bharat Limited, or by you or by any other intermediary or by any other means whatsoever.
This Covenant further specifically requires that employees or officers of IDFC FIRST Bharat
Limited or any of its subsidiaries should not be solicited or encouraged to leave IDFC FIRST
Bharat Limited or any of its subsidiaries to join the organization which you may join in any
capacity or any of its subsidiaries, joint ventures, affiliates or associates, for a period of one
year from the date of separation from the Company.

13.2. You agree that during your period of employment with the Company and for a period of
one year from termination or expiration of your employment with the Company, you shall not
solicit or entice, by any means whatsoever any client of the Company. Your agreement "not

IDFC First Bharat Limited

13.2.1. to transfer from the Company to you or to your new employer or to any other
person or entity; or to enter a new deal/ mandate with you or your new employer or
with any other person or entity;
or
13.2.2. To otherwise discontinue its patronage and business relationship with the
Company.

13.3. You agree that for a period of six (6) months from termination or expiration of your
employment with the Company, you shall not work at the capacity of Executive or Non-
Executive member of the board or any management position of any supplier, vendor or
partner of the Company.

14. Assignment

14.1. If you (whether alone or with others) shall, during your engagement with the Company,
make or create an idea, method, invention, discovery, design or other work either in the
course of providing your services or relating to or capable of being used in those aspects of
the businesses of the Company (hereinafter called "Work") you shall promptly disclose full
details thereof to the Company and all rights in the same shall belong to the Company;

14.2. You (i) hereby assign to the Company all right, title and interest in any Work (whether
now existing or brought into being in the future) which is or may become a copyright work
anywhere in the world and (ii) shall consider yourself as a trustee for the Company in
relation to all other Works and shall in either case at the request and expense of the
Company do all things necessary to vest all right, title and interest in any Work in the
Company or its nominee absolutely as legal and beneficial owner and to secure patent or
other appropriate form of protection therefore;
14.3. You shall not (except as provided in this letter of appointment or as may be necessary
in the course of your duties for the Company) disclose or make use of any Work without the
Company's prior consent in writing.

15. Resignation and Notice Period

You may resign from the employment of the Company by giving to the Company a notice in
writing of 30 days. In case of your resignation from the services of the Company, the
Company at its sole discretion shall have a right, but not an obligation, to waive off the
notice period and in such cases the Company will not be liable to make any payment of
salary (in accordance with the definition of total fixed pay) to the employee in lieu of the

IDFC First Bharat Limited

To the extent company does not waive all or part of the Notice Period,

i.) the employee shall remain employed through the Notice Period (or portion thereof),
ii.) Payment in lieu of any unserved notice period will be recovered from the employee

Recovery of notice pay will attract GST/applicable taxes. GST/Taxes once deducted will not
be reversed under any circumstances. In case the last date as per the notice period of 30
days falls on a weekly off or a holiday, the previous working day will be considered as the
Last Working Day (LWD), further the same date would be considered for the purpose of
calculation of notice period recovery/payment if necessary.

15.1. The Company will not be bound to accept from you a notice of period longer than one
months.
15.2. In case of your resigning from the employment of the Company within 12(twelve)
months or being terminated by the Company, in terms of Clause 16 below you shall be liable
to repay to the Company and the Company shall have a right to recover from you the
amount(s) paid by the Company to you or any others towards your joining bonus, notice
period pay in relation to your previous employment, relocation expenses and all other
amounts related to your joining the Company.
15.3. During notice period, any leaves availed may extend the notice period by that many
days, however, company reserves the right to amend/modify this at its sole discretion.
15.4. Company reserves its right to apply/sanction gardening leave to any of its employee as
it deems fit. You are required to familiarize yourself with the Company Policy on Garden
Leave.

15.5. Upon the termination of your employment agreement, you are required to return to the
Company, in acceptable condition, all such properties of the Company which are in your
possession.
15.6. Post your resignation from the services of the Company, if you discontinue/stop
attending office before completion of your required or accepted notice period, the Company
shall treat such absence as unauthorized and shall be liable to take disciplinary action
against you.

16. Termination of Employment Agreement

16.1. If you absent yourself without leave for continuous five (5) days, or as per norms of the
Company which may change from time to time, or remain absent beyond the period of leave
originally granted or subsequently extended by five (5) working days, you shall be
considered as will fully absconding from your employment and disciplinary action can be
initiated against you, at the discretion of the Company. This may include termination of your
employment or considering it as voluntarily abandonment of employment by you and

IDFC First Bharat Limited

16.2. Your services are liable to be terminated without any notice or salary in lieu thereof for
misconduct, without being exhaustive and without prejudice to the general meaning of the
term "misconduct" in the case of reasonable suspicion of misconduct, fraud, disloyalty,
consistent non-performance, sexual harassment or any such act of breach of yours that
brings disrepute to the company, commission of an act involving moral turpitude, any act of
indiscipline or inefficiency, any act of bankruptcy or make any composition or arrangement
with your creditors. In case of termination on account of misconduct, Company will not be
liable to give any notice or payment in lieu thereof.
16.3. IDFC FIRST Bharat reserves the right to terminate this Agreement if your performance
is determined to be unsatisfactory (as per the company standards), by giving you 30 days
(3) prior written notice. In such event, you shall be paid your Base Compensation or other
benefits to which you are entitled under this Agreement up to the effective date of
termination. Employees who have been rated as below par or poor in the 'Annual appraisal
Cycle' will be considered as underperformers and misfit for the organization and separation
process would be initiated post communication of the ratings.
16.4. In the event your Agreement is terminated by reason of an eventuality caused by
(your) death, your beneficiaries will receive further compensation as deemed fit by the
company which shall be paid to your designated beneficiary/nominee provided. However; in
cases, where the nominee details are not Provided, the spouse of the employee is
considered as the sole nominee for married employees, and parents, as the sole nominee
for unmarried employees. Any further settlement from the company would be drawn in the
nominee's name.

16.5. The Management has the right to terminate your services for any reasons other than
mentioned in this letter by giving notice of one (1) month in writing or payment of Total Fixed
Pay (excluding retirals and other non-cash benefits). You will be covered by the service rules
and regulations including conduct, discipline and administrative orders and any such other
rules or orders of the Company that may come in force from time to time. The Company
shall have absolute discretion to reject or refuse to accept your resignation in case of staff
accountability or disciplinary action proceedings are contemplated or pending
against you.

17. Non-Conflict of Interest and No External Employment

17.1. You will not, during your employment with the Company, undertake other full time or
part time work For remuneration or any activity that may adversely affect your professional
image and integrity as an Employee of the Company.

18. Receipt of Payments and Benefits from Third Parties

IDFC First Bharat Limited

(Formerly IDFC Bharat Limited), Business correspondent of IDFC FIRST Bank
Registered Office:SAN Complex, No. 4, Williams Road, Cantonment, Tiruchirapalli 620 001 Tel: +91 431 4500000 Fax: +91 431 2750393
CIN: U65929TN2003PLC050856 Email: [email protected] Website: www.idfcfirstbharat.com
18.1. Subject to the Company regulations issued and amended from time to time, neither
you nor any member of your family, nor any company or business entity in which you or they
have an interest, are entitled to receive or obtain directly or indirectly any payment, discount,
rebate, commission or other benefit from third parties in respect of any business transacted
(whether or not) by you or on behalf of the Company. If you or, any member of your family or
any company or business entity in which you or they have an interest, directly or indirectly
obtain any such payment, discount, rebate, commission or other benefit from third parties in
respect of any business transacted (whether or not) by you or on behalf of the Company. If
you or, any member of your family or any company or business entity in which you or they
have an interest, directly or indirectly obtain any such payment, discount, rebate,
commission or other benefit you will forthwith account to the Company for the amount
received or the value of the benefit so obtained.

19. Code of Conduct and Expected Employee Conduct

19.1. You are bound by the Company Code of Conduct. The Company may implement the
disciplinary procedure if you fail to comply with the Code of Conduct and in certain
circumstances, this could amount to gross misconduct leading to dismissal.

19.2. You are expected to work, while in the employment with the Company, punctually and
diligently employing your best efforts with honesty and integrity to protect the interest of the
Company and observing at all times the Company's Service Conditions and the applicable
guidelines and regulations.

19.3. You are expected to be well groomed and formally dressed at work.

20. Staff Dealing Rules

20.1. Designated persons must comply with the IDFC FIRST Bank's Code of Conduct for
Prevention of Insider Trading and should familiarize yourself with them by reading the Policy
and any relevant guidelines. Full details may be found from Compliance.

21. Intellectual Property Rights

21.1. For the purposes of this clause, "IPR" means intellectual property rights of all kinds
including, in particular, patents, inventions, trademarks (and associated goodwill), designs,
design right, copyright (including copyright in computer software), confidential information
and know-how, database rights, applications for any of the foregoing, and all other
intellectual and industrial property and rights of a similar or corresponding nature in any part
of the world. To the extent that ownership of IPR does not vest in the Company by operation
of law, you agree that all IPR generated by you during your employment will be owned by

IDFC First Bharat Limited

(Formerly IDFC Bharat Limited), Business correspondent of IDFC FIRST Bank
Registered Office:SAN Complex, No. 4, Williams Road, Cantonment, Tiruchirapalli 620 001 Tel: +91 431 4500000 Fax: +91 431 2750393
CIN: U65929TN2003PLC050856 Email: [email protected] Website: www.idfcfirstbharat.com
the Company in perpetuity. You will cooperate fully, and do all acts required (at the
Company's expense), to assign IPR with full title guarantee worldwide to the Company in
perpetuity. You agree to appoint the Company to act as your attorney for the purposes of
securing grant and ownership of the IPR. You also agree to do nothing, during or after your
employment, to affect the validity of any IPR; in particular, you agree not to make any
nonConfidential disclosure of any detail of the IPR outside of the Company before protection
for the IPR has been sought or such disclosure has otherwise been authorized. You also
agree to waive all moral rights to all work, where the Company owns or will own the
copyright or design right to it. Nothing in this contract shall oblige the Company to seek
patent or other protection for any IPR generated during your employment. The Company
may delegate its rights and/or obligations under this Clause to a Group company or other
nominee. Rights and obligations in this clause shall survive termination of your employment
for any reason.

22. Information, Assets and Systems

22.1. When you join the Company, you may have access to phones, e-mail, internet and
other equipment and systems. These form part of our IT and communication systems and
you will be required to use them in accordance with the Company policies relating to them.
You should refer to the Code of Conduct for further information on these policies. You will be
responsible for the safe keeping and return in good condition and order of all the properties
of the Company, which may be in your use, custody, care or charge. For the loss of any
property of the Company in your possession, the Company will have a right to assess on its
own basis and recover the damages of all such materials from you and to take such other
action as it deems proper in the event of your failure to account for such material or property
to its satisfaction.

22.2. Information Security Compliance: All employees are expected to be aware of their
responsibility relating to protection of Information Assets of IDFC FIRST Bharat Limited
accordingly, you are required to familiarize yourself with the Information Security Policies
and Procedures atIDFC FIRST Bharat Limited and abide by it in spirit and practice.

23. Changes to your Terms of Employment

23.1. The Company reserve the right to make reasonable changes to any of your terms and
conditions of employment. Any changes will take effect from the date stated in the
communication.

23.2. In the event of a criminal case being filed against you in your personal capacity, the
Company may, at its discretion, ask you to proceed on leave or suspend your employment
till the issue is sorted out and you are acquitted. During this period, you will be paid as per
applicable laws. If convicted, your employment will stand withdrawn.

23.3. You may also be placed under suspension pending enquiry into the charges of
misconduct or otherwise.

IDFC First Bharat Limited

23.5. The present designation is subject to change depending upon work assignment from
time to time

24. Indemnity

24.1. You shall indemnify the company against any loss, damage, proceeding which the
company might suffer due to any wrongful acts, mala fide acts, negligence and /or gross
dereliction of duties on your part. Such indemnity shall not prejudice the right of the
company to terminate your services on such count or the right of the company to seek other
remedies which the company may have to make good the Loss or damage.

25. Force Majeure

25.1. If the regular operations of the company are suspended resulting from general
economic conditions or other general market effects or Acts of God or other cause of similar
or different nature beyond the control of the company, the company may suspend the
performance of services by you and the payment of compensation herewith. During the
continuation of such suspension of operations, the company may, by written notice,
terminate this agreement or change the terms and conditions of this agreement with no
further liability whatsoever

26. Foreclosure

26.1. Company reserves the right to suspend or terminate the performance of services by
you and the payment of compensation, in case of any unforeseen circumstances that might
lead to suspension of the operations of the company. In such case, the general terms and
conditions related to termination of employment shall stand valid.

27. Warranty

27.1. You represent and warrant that you are not subject to any agreement, arrangement,
contract, understanding, court order or otherwise, which in any way directly or indirectly

IDFC First Bharat Limited

28. Governing Law

28.1. The interpretation and enforcement of this contract shall be governed by and
construed in all respects in accordance with the law of India and the parties submit to the
non-exclusive jurisdiction of the Trichy courts.

Annexure 3

Code of Conduct for Employees

CONTENTS

1.0 Objective & Principles

1.1 Objective
1.2 Principles

2.0 Scope

3.0 Code of Business Conduct Frame work

IDFC First Bharat Limited

3.1.1 Honoring Agreements

3.1.2 Furnishing of information
3.1.3 Claims for reimbursement
3.1.4 Use of Company property
3.1.5 Disclosure or use of confidential information
3.1.6 Compliance with laws

3.2 Handling conflicts of interests

3.2.1 Employment of Relatives

3.2.2 Dual Employment
3.2.3 Interest in any Other Organization
3.2.4 Trading in securities of Listed Companies

3.3 Anti-Corruption

3.3.1 Gifts or Favors

3.3.2 Bribery
3.3.3 Charitable donations
3.3.4 Third party vendors
3.3.5 Financial Investments & Dealings

3.4 Being IDFC FIRST Bharat Citizen

3.4.1 Dealing with team members

3.4.2 Dealing with the Press and Media
3.4.3 Dealing with other media- Internet, Blogs, Social Media
3.4.4 Conferences, Awards & Public Events
3.4.5 Dealing with Political parties
3.4.6 Dealing with company's Suppliers, Vendors or Partners
3.4.7 Others

4.0 Procedure

4.1 Dispensation
4.2 Administration details

5.0 Document Owner

1.0 Objective & Principles

"We engage in honest and straightforward communication with all stakeholders and adhere
to the highest ethical standards in everything we do. Our reputation is paramount. We will
act in the best interests of our clients but without compromising our values and principles."

1.1 Objective

IDFC First Bharat Limited

We are committed to maintaining the highest standards of ethical conduct in line with our
mission and values.

In line with the principles of the UN Global Compact and our values, we aim to imbibe, assist
and implement a set of core values in the areas of human rights, labor standards,
environment and anti-corruption. Our Code of Conduct reflects the standards of behavior we
look from all our stakeholders in the above areas. It strives to find affordances for all its
stakeholders to live by the company's Values on an ongoing basis.

Through the Code of Conduct, the company aims to lay down guidelines for appropriate
business conduct and ethical behavior so as to establish a fair and respectful work
environment in IDFC FIRST Bharat Ltd.

1.2 Principles

The 10 principles of the United Nations Global Compact are elucidated below:

Human Rights

Principle 1
Businesses should support and respect the protection of internationally proclaimed human
rights.

Principle 2
Make sure that they are not complicit in human rights abuses.

Labour Standards

Principle 3
Businesses should uphold the freedom of association and the effective recognition of the
right to collective bargaining.

Principle 4
The elimination of all forms of forced and compulsory labor.

Principle 5
The effective abolition of child labor.

Principle 6
The elimination of discrimination in respect of employment and occupation.

Environment

IDFC First Bharat Limited

Principle 8
Undertake initiatives to promote greater environmental responsibility.

Principle 9
Encourage the development and diffusion of environmentally- friendly technologies.

Anti-Corruption

Principle 10
Businesses should work against corruption in all its forms, including extortion and bribery

2.0 Scope

This policy applies to all permanent employees IDFC FIRST Bharat Ltd.

This policy covers the framework and practices that guide our business conduct.

It strives to provide answers for situations that you might encounter on the job and lists
resources for help or further information.

However, the Code cannot address every possible workplace situation or list all of
IDFC FIRST Bharat Ltd.'s corporate policies and procedures. Employees should use it
for guidance about our ethical standards.

3.0 Code of Business Conduct Frame work

Our code of Business Conduct is based on 4 pillars

1. Personal Values & Business Ethics

2. Handling conflicts of interest

3. Anti-Corruption

4. Being an IDFC FIRST Bharat Citizen

3.1 Personal Values & Business Ethics

Employees should ensure that all activities, whether personal or professional, are fully
compliant with IDFC FIRST Bharat Ltd values.

IDFC First Bharat Limited

All agreements entered into by employees with IDFC FIRST Bharat Ltd should be honored
both in letter and spirit.

3.1.2 Furnishing of information

At IDFC FIRST Bharat Ltd all employees are expected to furnish accurate information
about themselves. Employees should ensure that personal information about
themselves in the company's records is complete and accurate.

Employees are bound by the confidentiality agreement signed by them at the time of
joining.

Employees are required to go through the 'IDFC FIRST Bharat Ltd Code of Conduct
for Prevention of Insider Trading' that is part of the Organization policy document, sent
along with offer/ appointment letter.

In the event a situation arises where a complaint is filed against an employee for an
alleged criminal offence, she/he must promptly inform the company of the same. This
includes cases under "The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act".

Employees need to communicate all changes to their personal records to their HR

within 15 days of the change.

The relevant documents should be provided wherever required, by the employee for
the changes to be made. Changes include:

Name change

Change of Address, contact information

Dependent Status Change

Marriage or Separation

Birth or Adoption of child

Any other change that could affect Benefit Plan Eligibility

Employees are required to furnish details of relatives working in IDFC FIRST Bharat
Ltd, its subsidiary companies or in organizations that are in the same or similar
business as that of IDFC FIRST Bharat Ltd. Relatives, for the purpose of this policy
include:

*Employee's spouse, children or stepchildren

*Any other person related by blood or marriage, to employee or spouse

3.1.3 Claims for reimbursement

IDFC First Bharat Limited

When making claims for reimbursement, employees should certify that amounts have
been properly incurred and paid for, and attach all original/ supporting vouchers with
the claim statement.

3.1.4 Use of Company property

Employees are expected to use any of the Company's property in their possession
only for business purposes as per the Terms and Conditions of the agreement.
Company property includes company provided accommodation, Company car,
business tools, etc.

3.1.5 Disclosure or use of confidential information

On joining the company, employees are required to sign and abide by a confidentiality
agreement, which is legally-binding. This agreement also binds employees to uphold
all ethical practices espoused by the Company.

All non-public information gathered during the course of business about IDFC FIRST
Bharat and/or any other Company should be considered confidential information.
Employees are not permitted to use or share confidential information they have access
to for stock-trading purposes or for other purpose except the conduct of the Company's
business. To use non-public information for personal financial benefit or to 'tip' others
to make investment decisions on the basis of this information is not only unethical but
also illegal.

Additionally, employees may be privy to certain confidential information. At no time

should they divulge, except in furtherance of IDFC FIRST Bharat Ltd.'s business
interests, any business or technical information which may come to their knowledge in
the course of their employment with IDFC FIRST Bharat Ltd or its associates or sister
companies. This shall apply both during and post their period of employment.

The IDFC FIRST Bank's 'Code of Conduct for Prohibition of Insider Trading' applies to
designated persons as specified in it.

Employee should avoid retaining in their possession, any papers, documents,

specifications, records, etc., relating to IDFC FIRST Bharat Ltd and IDFC FIRST Bank.
All such materials must be Returned to IDFC FIRST Bharat once their work is
completed and on their separation from IDFC FIRST Bharat.

Any process development or improvement as a result of research or development

activity by IDFC FIRST Bharat will be considered the property of IDFC FIRST Bharat
Ltd. Employees may not acquire any patent rights in relation to any product that IDFC
FIRST Bharat, IDFC FIRST Bank or its associate or sister companies make or may
make in the course of their employment.

Employees are required to adhere to the above-mentioned guidelines on confidentiality

at all times.

IDFC First Bharat Limited

1. I recently learned that our company will announce great/ disappointing financial results for this quarter. Is this
insider information?

Yes. This kind of financial news can have a positive/ negative effect on a company's stock price and would certainly be
considered material non-public information, or insider information.

2. I accidentally saw a copy of a confidential memo describing a large contract that our bank will soon sign with
another company. If I buy some of the other company's stock on the basis of this information or share this
information with someone else for them to buy, before news of the contact is made public, am I engaging in
insider trading?

Yes. Assuming that the news of this contract is material non-public information, or insider information, if you purchase
securities of the other company on the basis of this information before it becomes public, you are engaging in insider-
trading.

3. I just received some confidential information about a competitor company. I didn't ask for it, but this kind of
information could be very useful to me. What should I do?

Before you read or copy this information, call the Legal Department to discuss how the information was acquired. That will
determine whether or not you may use it. If you are allowed to use it, follow the Legal Department's instruction for
documenting the source of the information.

4. A friend who works for another company asked me to provide the names of some of my business contacts. My
friend's company is not our competitor. Is it OK to share this information?

Business contact Information is not only confidential, but because it can identify an individual, it is considered personal
data. It should not be shared with anyone except as required or with the permission of the business contact. If you believe
your friend could use the services of your business contact's company, you could either ask your business contact if he or
she is comfortable with you sharing his or her contact information or pass along your friend's company information to your
business contact(with the friend's permission).

3.1.6 Compliance with laws

IDFC FIRST Bharat Ltd attaches a high degree of importance to all statutory
compliances. Employees should ensure compliance with various laws in their
areas of operation.

Employees are required to uphold all ethical practices espoused by the

Company.

3.2 Handling conflicts of interests

3.2.1 Employment of Relatives

IDFC FIRST Bharat Ltd policy does not allow employment of close relatives. Close relatives
for the purpose of this policy would be defined as Employee's spouse, children, stepchildren,
brothers and sisters. Any other relatives, may be employed as long as they are not in the

IDFC First Bharat Limited

This policy applies to all permanent employees IDFC FIRST Bharat Ltd.

At the time of hiring, employees are required to disclose if any of their relatives is
employed in any of the IDFC FIRST Bharat associates or sister companies.

In the event of marriage between two employees within the organization, one of the
employees will be required to leave IDFC FIRST Bharat as per their mutual
understanding. However this decision lies entirely with the MD & CEO.

In case an employee has any relationship with any member of the board of the
company, the same needs to be disclosed to HR.

3.2.2 Dual Employment

Full time employees should, at no time, get engaged directly or indirectly, part-time or
fulltime, in any business or undertake any other employment or consultancy during the
course of their employment. This includes any activity that may or may not be considered as
conflicting with the business of the company and interfering with the performance of duties.
Also, employees are not allowed to take up Board membership of any other company.
Employees should not receive any remuneration of any kind for such activity. Membership of
any forum will require approval from Head-HR.When in doubt, please contact the Head-HR.

3.2.3 Interest in any Other Organization

For investment purpose employees are allowed to hold stake only in listed companies up to
a maximum of 1% of the paid-up capital of the Company. It is further made explicitly clear
that employees are not permitted to be involved in any other business, other than the
employment with the bank.

3.2.4 Trading in securities of listed companies

Employees shall follow a minimum holding period of thirty (30) days from the date of
purchase while trading in securities of any listed company (including IDFC Limited & IDFC
FIRST Bank Limited). Employees shall refrain from entering into any opposite transaction
i.e. buy or sell during a period of thirty (30) days following a transaction.

However, please note that the Employees of the Company covered under the purview of
'Designated Persons' as defined under the IDFC FIRST Bank's Code of Conduct for
Prohibition of Insider trading ("Code") shall adhere to the said Code in letter & spirit and
further shall not enter into a contra trade for a period of six months in securities of IDFC

IDFC First Bharat Limited

Questions:

1. My cousin owns a controlling interest in a company that is a supplier to IDFC FIRST

Bharat Ltd for many years. I have been recently hired, and in my position, I have authority
to contract with the same supplier. Am I faced with a potential conflict of interest?

Even though the supplier is a long time vendor of the Bank, a conflict has now been created
because you are involved in the decision-making process. In this case, the problem may be
resolved if an independent decision maker acts instead of you. The important action for you
to take is to formally dis-close the potential conflict to your manager so that it may be
resolved.

2. My neighborhood has an underprivileged school and I have been invited many times to
coach the students on subjects like math and accountancy over the weekend. And they
have agreed to pay a nominal amount of IBR 500 per month. Can I help?

Employees are not permitted to avail any monetary benefit from undertaking charitable,
educational, social, artistic work or any business activity. This ensures that there is no
conflict of interest towards the secondary activity. Do reach out to your HR Business Partner
via email with the details of the school and your involvement. If at any course of time in the
future, the teaching evolves into handling other activities for the school, then this would be in
direct violation to the Code of Conduct. Also, the company holds all rights to withdraw the
permission provided to its employees to participate/ volunteer in other activities like the
above.

3.3 Anti-Corruption

Anti-Corruption practices define the standards to be followed while dealing with internal and
external stake holders. It strives to ensure a culture that enables employees to handle instances
of corruption in a manner compliant with the company's Values.

3.3.1 Gifts or Favors

IDFC FIRST Bharat Ltd follows a no gift policy for its employees.

As a matter of principle and general guidance, gifts and hospitality received from or
offered to Customers, suppliers and other business contacts (actual and potential) are
to be avoided. However, in exceptional cases gifts of consumable nature, such as
sweets, chocolates, dry fruits etc. maybe accepted but not exceeding a financial value
of INR 750(Other gifts should not be accepted).

IDFC First Bharat Limited

Any other gifts of financial value greater than Rs.750/- that may be unavoidable to
reject or refuse, would need to be declared to HR. Any clarifications on this to be
sought from HR.

In case any gifts are dispatched to employees by any external stakeholder then;

It will be received at the dispatch desk at the respective location and sent to individuals
who they are addressed to, and it should be returned to the sender in line with the gift
policy mentioned above.

In case any clarifications please connect with HR.

3.3.2 Bribery

Employees should never offer or accept any bribe or inducement. Nor should employees
misuse their position or the information they gather during the course of their duties to
further their or anyone's private interests. In case of doubt of what constitutes a bribe or an
instance of corruption, employees should speak to the Compliance Department or their
respective HR.

3.3.3 Charitable donations

IDFC Bharat Limited will donate, as an organization, only to recognized Charitable Funds
that are registered under the Companies Act 2013. The company will screen the receiving
body or individual for authenticity and linkage to IDFC Bharat Limited vendors before any
disbursement is made.

3.3.2 Third party vendors

All third party vendors are bound by company's code of conduct.

No third party vendor can enter into an agreement with an external party on
Company's behalf. Any instance of a third-party employee being asked to act as a
principal for any dealing will be considered as a misconduct and will call for disciplinary
action.

Payments to third party vendors will be made in accordance with their terms of
contract.

3.3.3 Financial Investments & Dealings

Employees are barred from investments in unregulated instruments such as lending in the
informal market, participating in 'dabba trading', trading in shares without the official broker

IDFC First Bharat Limited

Questions:

1. I observed a situation that I suspect is a violation of our guidelines. Should I report this
situation even if I am not completely certain that there is a problem?

All employees are responsible for immediately reporting possible violations to their
Reporting Manager or any other manager/leader/ Regional HR Manager. Your report will be
taken seriously and investigated as appropriate. It is better to report a suspicion that turns
out not to be an issue than to ignore a possible violation of the law or company policy.

2. While sharing the details of a product at the company, my customer revealed that he can
get me a lifetime discount for all travel expenses that the company would incur in the
future, in exchange for a reduction in interest rate on the product. This would benefit my
company. What should I do?

Employees should never offer or accept any bribe or inducement, which may influence or
appear to influence their actions. Nor should employees misuse their position or the
information they gather during the course of their duties to further their private interests or of
anyone else. You should state to the customer that this would be against the Code of
Conduct as well as inform the details of this conversation to your Reporting manager.

3.4 Being IDFC FIRST Bharat Citizen

3.4.1 Dealing with team members

The Company is committed to:

Promoting diversity in all areas and activities.

Meritocracy in the organization.

Professional behavior and respectful treatment of all employees.

An open-door policy where employees are encouraged to discuss their concerns with
any manager or leader.

Prevention of harassment of any kind at the workplace and encourages employees to

report any harassment concerns.

3.4.2 Dealing with team members

Dealing with the press or the Media is highly sensitive and has a high impact on
organization image, stakeholders, goodwill, business and operations and it requires

IDFC First Bharat Limited

The following officials of IDFC FIRST Bharat Ltd are authorized to address
press and media queries.

Managers specifically designated by the board of directors of IDFC FIRST

Bharat Limited

Authorized spokespersons are expected to maintain discretion while communicating

with any outside party.

Employees should refrain from any direct or indirect references to IDFC FIRST Bharat
Ltd or identify themselves as an employee of IDFC FIRST Bharat Ltd in any form of
communication in the public domain.

Employees should not publish or pass on any documents or information that may
come in their possession or is within their knowledge about IDFC FIRST Bharat or its
stakeholders.

3.4.3 Dealing with other media- Internet, Blogs, Social Media

The Company recognizes the importance of the internet in today's world.

The following guidelines need to be followed to protect the privacy, confidentiality and
interests of IDFC FIRST Bharat and its employees, partners, customers, competitors
and other stakeholders while interacting on the internet.

Employees are not authorized to share any sensitive information about the Company
on any social media platform. Such sensitive information may include projects of the
Company and other initiatives the employee is involved with. It could also be any such
information that can be used by competition considering that the bank is operating in a
competitive environment. This includes, but is not limited to information about
trademarks, upcoming product releases, sales, finances, employee numbers, company
strategy and any other information that has or has not been publicly released by IDFC
FIRST Bharat Ltd. The Company reserves the right to share information as and when
deemed fit.

IDFC FIRST Bharat Ltd logo and trademarks may not be used without explicit
permission in writing from the Company.

If an employee shares any unauthorized information related to IDFC FIRST Bharat or

its stakeholders, it will be taken as a breach of confidentiality and invite explicit
disciplinary action.

Any behavior by the employee on social media that could potentially bring disrepute to
the bank and is contrary to the basic adopted principles of the company may invite
suitable punitive action against the employee.

IDFC First Bharat Limited

Employees are restricted from participating as a panelist/ speaker at conferences/

seminars/ award functions/ public events without seeking prior permission from Head-
HR.

3.4.5 Dealing with Political parties

Employees are expected to refrain from:

Engaging in any political activity while in employment with the company.

Seeking contributions for political purposes.

Using company supplies or equipment's for political purpose.

Taking active part in politics, political demonstrations or contest for election as member
of a Municipal Council, District Board or any legislative body.

Bringing any political or outside influence to bear on colleagues to further their

individual interests with respect to their service in the Company.

3.4.6 Dealing with company's Suppliers, Vendors or Partners

It is explicitly made clear, there should be no financial transactions whatsoever between the
employee and any entity or person or company, who has any relationship with the company
in whatsoever capacity.

When dealing with vendors, dealers and all other such business relationships, an
appropriate distance is to be maintained with them. Appropriate distance represents for
example, not staying over at each other's residences, or going on a family vacation, or
getting you sponsored for conferences overseas. Close family relationship, such as
spending time out with family, having dinner together are best avoided in order to avoid
conflict of interest and maintain a preferable distance. While employed at IDFC Bharat
Limited, employees should not, either directly or through any other person.

Be associated with any suppliers of goods, materials or services to IDFC FIRST

Bharat Ltd.

Have any business arrangement outside the limits of IDFC FIRST Bharat Ltd.'s
dealings.

Use their position for any personal benefit or for any benefit to any friend or relation,
with or from any of IDFC FIRST Bharat Ltd.'s partners or vendors or suppliers.
Concealment of such information will be construed as misconduct.

Employees cannot be an Executive or a Non-Executive Board member of any supplier

or vendor establishment for a period of six months after exiting the company.

IDFC First Bharat Limited

Employees shall abide by the laws of the land and conduct themselves so as not to
violate any accepted norms of public decency or morals, or bring disrepute to IDFC
FIRST Bharat Ltd.

Employees are not permitted to engage into any financial transactions with each other
excepting micro-transactions like going Dutch for a meal or sharing rent, where
employees are sharing an accommodation/staying together as paying guests and
other such micro transactions.

Employees are not permitted to receive promotional calls, visitors, sales

representatives of any other organization in the office premises and are also not
permitted to engage in receiving, making personal calls on company premises during
working hours.

Employees are required to keep their personal leverage within reasonable limits.
Reasonable limits represent an amount that can be comfortably serviced from their
monthly earnings.

Employees shall avoid habitual indebtedness and report to the Management if they
have applied for insolvency or have been declared insolvent.

Employees cannot give instructions for a direct debit to their payroll with IDFC FIRST
Bharat Ltd for repayment of any loan availed by them elsewhere.

IDFC FIRST Bharat Ltd is an equal opportunity employer and does not discriminate
based on sex, caste, creed or religion. No employee should be pressurized for hiring
any particular individual or candidate.

In the event of a criminal case being filed against an employee in his/her personal
capacity, the Company may, at its discretion, ask the employee to proceed on leave or
temporarily suspend employment till the issue is sorted out and the employee is
acquitted. This includes cases under the 'The Sexual Harassment of Women at
Workplace Act'. In such a situation, the employee will automatically cease to be a
member of all Boards and nominations to any internal/external Committees will be
revoked with immediate effect. All delegated powers and responsibilities given to the
employee will be null and void with immediate effect till resolution of the issue.

Any employee convicted by the Court of Law or arrested on any charge, shall, at once
report the facts to the Management. The Company reserves the right to terminate
employment immediately if an employee is found guilty and convicted for criminal and
moral offences by a competent Court of Law. In such cases, the Company will not be
liable to give any notice or payment in lieu thereof.
Any dispute between IDFC FIRST Bharat Limited and an employee will be settled in a
court within the jurisdiction of Trichy only.

Questions:

IDFC First Bharat Limited

No. Company resources may not be used for political purpose.

4.0 Procedure

4.1 Dispensation

IDFC FIRST Bharat Ltd will not encourage deviation from the Code of Conduct. In case
where dispensation is essential, it will require the approval of the MD & CEO.

4.2 Administration details

This policy is owned and administered by the Human Resources function of IDFC
FIRST Bharat Ltd.

Any changes or additions need to be approved by the MD & CEO and subject to
approval in the subsequent board meeting.

This document is subject to be updated from time to time and employees would need
to be aware of and adhere to the latest version.

5.0 Document Owner

Human Resources

IDFC First Bharat Limited

Code of Conduct for Prohibition of Insider Trading

Securities and Exchange Board of India ("SEBI") through its

Gazette Notification dated January 15, 2015, issued the SEBI
(Prohibition of Insider Trading) Regulations, 2015 ("Regulations")
to put in place a framework for prohibition of insider trading in
securities and to strengthen the legal framework thereof. These
Regulations replace the SEBI (Prohibition of Insider Trading)
Regulations, 1992 with effect from the 120th day from January 15,
2015.

Regulation 9 of the Regulations requires the board of directors of

every listed company and market intermediary to formulate a code
A. Introduction of conduct to regulate, monitor and report trading by its employees
and other 'connected persons' towards achieving compliance with
the Regulations, adopting minimum standards as set out in
Schedule B of the Regulations, without diluting the provisions of the
Regulations in any manner.

In the above context, IDFC FIRST Bank Limited ("IDFC FIRST

Bank" or the "Bank") has formulated a Code of Conduct for
Prohibition of Insider Trading.

IDFC FIRST Bharat Limited ("IFBL" or the "Company"), being a

subsidiary company of the Bank, has adopted certain provisions of
the SEBI Regulations as a matter of good

B. Significant
Definitions The significant definitions in relation to this Code are as below:

1. "Compliance Officer" for the purpose of the Code shall be the

Company Secretary of the Company.

2. "Connected Person" means a connected person as defined in

Regulation 2(1)(d) of the Regulations and for the purposes of this
Code, includes:

IDFC First Bharat Limited

b.) Deemed Connected Persons - the person falling within the

following categories shall be Deemed Connected Persons unless
the contrary is established:

an Immediate Relative of a Connected Person specified in

clause (a) above; or
a holding company or associate company or subsidiary
company;
an employee or director of the Company;
a concern, firm, trust, Hindu undivided family, company or
association of persons wherein a director of the Company or
his Immediate Relative or banker of the Company, has more
than ten per cent of the holding or interest.

3. "Designated Persons" includes:

a.) Board of directors of the Company

b.) Key Managerial Personnel of the Company

This Code covers the board of directors and employees of IFBL,

their Immediate Relatives and Other Insiders.

The objective of the Code is as follows:

1. To put in place a policy for prohibition of insider trading in

securities.
C. Scope & Objective
of the Code 2. To regulate, monitor and report trading by Insiders including the
Board of Directors and Employees of IFBL & their Immediate
Relatives towards achieving compliance with the Regulations.

3. To adopt the minimum standards set out in Schedule B to the

Regulations, without diluting the provisions of the Regulations in
any manner.

IDFC First Bharat Limited

The Compliance Officer may in consultation with the Managing

Director determine and include such other Connected Person or
D. Implementation of class of Connected Persons, including their Immediate Relatives,
the Code from time to time to whom the restrictions on trading in securities of
IDFC FIRST Bank / IDFC Limited will apply. However, due regard
shall be given to the access by such Connected Person or class of
Connected Persons to Unpublished Price Sensitive Information.

The Compliance Officer may designate any other Officer of the

Company or IDFC FIRST Bank, from time to time, to fulfill
responsibilities prescribed under this Code during his absence.

All Insiders will be provided a copy of the Code of Conduct by the

Compliance Officer, on the Code coming into effect and they will
confirm having received it, and acknowledge that they undertake to
confirm to the stipulations and obligations under the Code, in the
interest of maintaining highest standards of corporate governance
and ethics.

E. Trading Window
restrictions for trading Trading window restrictions for trading in securities of IDFC Limited
in securities of IDFC / IDFC FIRST Bank Limited:
Limited / IDFC FIRST
Bank 1. The trading window shall be closed during the time when the
Compliance Officer determines that Designated Persons can
reasonably be expected to have Unpublished Price Sensitive
Information. Such trading window may be different for various
categories of Designated Persons, as may be decided by the
Compliance Officer, from time to time.

2. The communication related to closure and opening of the trading

window shall be sent to all the Insiders by means of electronic
means and where such electronic means is not available, the same
will be sent by means of hand delivery / by post. Irrespective of
whether such communication has been received or not, persons

IDFC First Bharat Limited

3. Subject to Clause E(1) above, all Board of Directors, Employees

of the Company and their Immediate Relatives are prohibited to
trade in securities of IDFC FIRST Bank / IDFC Limited when the
trading window is closed.

4. Ignorance of the closure of the trading window or non-receipt of

communication of closure of trading window shall not justify any
trades undertaken by the Insiders during such closure of trading
window.

5. When the trading window is open, all Designated Persons should

obtain pre-clearance from the Compliance Officer and / or a person
designated by the Compliance Officer before trading in securities of
IDFC FIRST Bank / IDFC Limited by making a request through
email on the designated email address or on the Employee Trading
approval system or any other method designated by the
Compliance Officer in the format provided therein. No Designated
Person shall apply for preclearance of any proposed trade if such
Designated Person is in possession of UPSI even if trading window
is open.

6. On receipt of trading approval, the trade can be executed.

Clearance shall be required for each separate trade that is
proposed to be transacted. However, simultaneous approval may
be granted for execution of more than one trade at the same time.

7. For the avoidance of doubt, it is clarified that during the period of

closure of the trading window, no Insider is permitted to apply for
pre-clearance of any proposed Trade.

8. The timing for re-opening of the trading window shall be

determined by the Compliance Officer taking into account various
factors including the UPSI in question becoming generally available
and being capable of assimilation by the market, which in any event
shall not be earlier than forty-eight hours after the information
becomes generally available.

9. Trading in stock futures and options is prohibited for all

Employees of the Company and their Immediate Relatives at all
times.

EXCEPTION: Pre-clearance of trades in Bonds / Non-convertible

Debentures / Debentures of IDFC FIRST Bank / IDFC Limited is not
required for trades up to a value of Rs. 1 Crore per annum.

F. General Obligation
For Connected Persons

IDFC First Bharat Limited

For Designated Persons

The general obligations for Designated Persons are enumerated

below:

1. Designated Persons should obtain pre-clearance from the

Compliance Officer and / or a person designated by the
Compliance Officer before trading (buy / sell) in securities of any
listed company by making a request through email on the
designated email address or Employee Trading approval system or
any other method designated by the Compliance Officer in the
format provided therein. Pre-clearance is compulsory for the
Designated Persons, irrespective of securities being in the first,
second or third name. No Designated Person shall apply for
preclearance of any proposed trade if such Designated Person is in
possession of UPSI even if trading window is open. The detailed
procedure and format for seeking pre-clearance before trading in
securities is provided in Annexure- A.

2. The Compliance Officer or any person(s) designated by him / her

shall confidentially maintain a list of such securities as "restricted
list / grey list" which shall be used as the basis for approving or
rejecting applications for preclearance of trades.

3. The Designated Persons shall not short sell any listed securities.
Sale shall be only of securities which are in the possession of the
Designated Persons.

EXCEPTION: Pre-clearance of trades in Bonds / Non-convertible

Debentures / Debentures of any listed company is not required for
trades up to a value of Rs. 1 Crore per annum.

For Connected / Designated Persons

The general obligations for Connected / Designated Persons are

enumerated below:

1. The Connected / Designated Persons shall not communicate,

provide or allow access to any Unpublished Price Sensitive
Information relating to the Company / IDFC FIRST Bank / IDFC
Limited, its securities or any other company (listed or proposed to
be listed), to any person except where such communication is in
furtherance of legitimate purposes, performance of duties or
discharge of legal obligations.

2. The Connected / Designated Persons shall not procure from or

cause the communication by any Insider of UPSI, relating to the
Company / IDFC FIRST Bank / IDFC Limited, its securities or any

IDFC First Bharat Limited

3. The Connected / Designated Persons shall communicate,

provide, allow access to or procure UPSI only to the extent as
permitted by the Regulations and on a 'need to know' basis.

4. In case of Connected / Designated Persons, the onus of

establishing, that they were not in possession of UPSI, shall be on
such Connected / Designated Persons.

1. Exercising of ESOPs of IDFC FIRST Bank by employees of IFBL

may be made at any time in accordance with the IDFC FIRST Bank
ESOP Scheme irrespective of trading window restrictions.

G. ESOPs of IDFC 2. No prior approval is required for exercising Options under

FIRST Bank ESOPs Scheme of IDFC FIRST Bank. However, pre-clearance
should be obtained by Designated Persons for sale of such shares.

3. There would be no minimum holding period requirement

applicable for equity shares allotted pursuant to the ESOP Scheme.

In order to avoid conflict of interest and possible collusion by

employees of the Company:

The Compliance Officer shall maintain the following lists in

connection with other listed securities:

1. "Grey List" is a list of companies about whom the Company /

IDFC FIRST Bank / IDFC Limited has received confidential
H. Maintenance of information, usually concerning a transaction or other event for
Restricted List / Grey which the Company / IDFC FIRST Bank / IDFC Limited is
List contractually associated or confidently expects to be associated or
where the Company / IDFC FIRST Bank / IDFC Limited has been
or confidently expects to be retained to advise or has otherwise
determined that there is a reason to regulate, monitor and / or
restrict trading.

2. "Restricted List" contains the name of companies in respect of

which the Company / IDFC FIRST Bank / IDFC Limited or its
Designated Persons are in possession of UPSI.

I. Disclosure
The Code stipulates various disclosure requirements with respect
to various persons, which includes such person's immediate

IDFC First Bharat Limited

Initial Disclosure:

New Key Managerial Personnel / Director / Promoter

Every person on appointment as a Key Managerial Personnel or a

Director of the Company is required to disclose to the Compliance
Officer of the Company, their respective holding of the securities of
the IDFC FIRST Bank / IDFC Limited as on the date of
appointment, within 7 days of appointment. Refer Annexure B of
the Code for format.

Designated Persons

Every Designated Person shall disclose to the Compliance Officer,

list of all its Immediate Relatives and any other persons for whom
such Designated Person takes trading decision along with their
PAN, holdings and such other details as may be required by the
Compliance Officer within 7 days from the date of this Code
becoming applicable or within 7 days of joining. The Designated
Person shall also report changes to such list thereafter on a
continuous basis. Refer Annexure C of the Code for format.

Quarterly Disclosure:

On a quarterly basis, the Designated Persons shall submit a

quarterly statement on dealings (buy / sell) in securities of any
listed company for himself and his Immediate Relatives and any
other persons for whom such Designated Person takes trading
decision in the stipulated format. The same shall be submitted
within a period of 15 (fifteen) calendar days from the end of the
relevant calendar quarter (for instance, October 15 for the quarter
ending September 30). Refer Annexure D of the Code for format.

On an on-going basis:

1. As required under the "Regulations", Board of Directors and

employees of the Company are required to disclose to the
Compliance Officer, the number of securities of IDFC FIRST Bank /
IDFC Limited, acquired or disposed of, within two trading days of
such transaction if the value of the securities traded, whether in one
transaction or a series of transactions over any calendar quarter,
aggregates to a traded value in excess of Rupees Ten lakhs. Refer
Annexure E of the Code for the format.

2. On receipt of such disclosure, the Compliance Officer of the

Company will in turn notify the particulars of such transaction to

IDFC First Bharat Limited

Others:

As prescribed by the Regulations, every Connected Person shall

be liable to disclose their holdings and trading in the securities of
IDFC FIRST Bank / IDFC Limited in such form and frequency as
may be determined by the Bank from time to time. Refer Annexure
F of the Code for format.

The Compliance Officer shall place before the Board of Directors of

IFBL and / or the Compliance Officer of IDFC FIRST Bank, on a
quarterly basis or at such other frequency as may be required, a
J. Regulatory & Other report containing details of pre-clearances obtained for the security
Reporting of IDFC FIRST Bank / IDFC Limited by Designated Persons. This
report shall also contain details of the period during which the
trading window was closed. The Compliance Officer shall inform
the Board of Directors of IFBL of any violations of this Code.

Any Insider who contravenes any provisions of this Code, may be

penalized and appropriate action may be taken by the Company.
K. Disciplinary Action
Any action by the Company shall not preclude SEBI from taking
any action in case of violation of the Regulations.

The necessary disclosures stipulated in the Code will be preserved

J. Record Retention
for a minimum period of 5 years.

The Managing Director & CEO of IFBL in consultation with the

Compliance Officer may carry out necessary changes to this Code
of Conduct, as and when the same are necessitated, irrespective of
M. Review
whether such change results from any regulatory change. The
aforesaid changes carried out by the Managing Director & CEO
shall get ratified at the subsequent Board Meeting of the Company.

Annexure A

PROCESS FOR PRE-CLEARANCE FOR TRADING IN SECURITIES:

1. Every Designated Person has to obtain pre-clearance / prior approval from the Compliance
Officer before trading in securities of any listed company including and not limited to securities of

IDFC First Bharat Limited

2. In case of trading in IDFC FIRST Bank / IDFC Limited securities

Designated Persons shall not enter into contra trade for a period of six months.

If a contra trade is executed, inadvertently or otherwise, in violation of such restrictions, the profits
of the trade shall be liable to be disgorged.
3. In case of other listed securities (other than the IDFC FIRST Bank / IDFC Limited's
securities)

Designated Person shall follow the minimum holding period of thirty (30) days from the date of
purchase. The holding period of 30 days will be calculated on Last in First Out basis (LIFO) i.e.,
securities last purchased should be at least 30 days old before the earlier purchases of the same
securities can be sold. The Designated Person shall not enter into any opposite transaction i.e.
buy or sell during a period of thirty (30) days following a transaction.

4. Any trading done without obtaining pre-clearance or after violating the holding period
requirements will be subject to Disciplinary Action.

5. No Designated Person shall apply for pre-clearance of any proposed trade on his / her behalf or
on behalf of his / her Immediate Relative, if such Designated Person is in possession of or access
to or reasonably expected to have access to UPSI in the scrip which he / she wants to trade.

6. Prior to pre-clearing any trades, the Compliance Officer shall be entitled to seek declarations to
the effect that the applicant for pre-clearance is not in possession of any UPSI. The Compliance
Officer shall also have regard to whether any such declaration is reasonably capable of being
rendered inaccurate. Any decision on pre-clearance by the Compliance Officer on a declaration
being or becoming inaccurate would be final and no appeal would lie against such decision.

7. Validity of pre-clearance: The pre-clearance granted to trade shall be valid for the one (1)
trading day only. In case the trade is not executed on the same day when it is pre-cleared by the
Compliance Officer, a fresh pre-clearance would be needed for the trades to be executed.

8. The Compliance Officer shall be required to grant or deny pre-clearance within a period of 24
hours from the application being received by the Compliance Officer. If the pre-clearance is not
granted within the specified period, the request shall be deemed to have been rejected.

9. Every Designated Person would be required to report their transactions to the Compliance
Officer within 2 days after execution. This shall inter alia include reporting of trades executed and
reporting of decisions not to trade after securing pre-clearance.

10. Designated Persons are prohibited from trading in all forms of derivative contracts / structured
products where returns are linked to the performance of the listed securities. Only trading in Index
Derivatives (i.e. BSE / NSE / MSEI Index Futures / Options and other Indices Based Futures /
Options) is permitted for Employees and their Immediate Relatives.

11. Trading in the following instruments would not require prior approval of the Compliance
Officer:

a. All type of Mutual Funds

IDFC First Bharat Limited

c. Gold

d. Commodities Futures and Options

e. Currencies Futures and Options

f. Insurance & Tax saving products

g. Securities offered pursuant to an IPO

12. In case the trading in securities is necessitated by personal emergency of the Employee (or
the Compliance Officer), such Employee (or the Compliance Officer) may seek the waiver of the
holding period specified herein above by making an application to the Compliance Officer (or
Managing Director / Whole-time Director, in the case of the Compliance Officer).The Compliance
Officer (or the Managing Director / Whole-time Director, as the case may be) may waive the
holding period after recording in writing, the reasons in this regard.

13. The Compliance Officer shall lay down the formats and the detailed process of pre-clearance.

The formats for making application for pre-clearance is given in Form I.

FORM I

FORMAT OF APPLICATION FOR SEEKING PRE-CLEARANCE FOR DEALING IN SECURITIES

I wish to buy / sell the following security (ies) in my own name / in the name of my Immediate
Relatives - Mr./Ms. __________________ (Immediate Relative shall be as defined in the Code of
Conduct for Prohibition of Insider Trading)

Date of
Purchase /
Description Previous
allotment
of security approval
(Applicable
(ies) Buy no. and
Sr. Name of the only if the
(e.g. Equity / Quantity date of
No. Company(ies) request is
share, Sale purchase
in
Debenture, /
respect of
Bond etc.) allotment*
sale of
securities)

IDFC First Bharat Limited

I hereby declare and undertake the following:

1. I shall take delivery of the security (ies) being purchased.

2. As on date, I am not aware that IDFC FIRST Bank / IDFC Limited intends to transact in the
above security (ies) of the above company (ies) and believe that the transaction being undertaken
by me / my relative will not amount to front running.

3. The transaction being undertaken by me / my Immediate Relatives is not based on any

Unpublished Price Sensitive Information to which I had an access by virtue of my office and
believe that the same will not amount to self-dealing.

4. In case I have access to or receive Unpublished Price Sensitive Information after the signing of
this undertaking / form but before the execution of the transaction, I shall inform the Compliance
Officer of the change in the position and I / my Immediate Relatives would completely refrain from
trading in the securities of the client company till the time such information becomes public.

5. I have not contravened any provision of the Code of Conduct for Prohibition of Insider Trading
as specified by the Company, from time to time.

6. I have made full and true disclosure in the matter.

7. I will furnish such information as may be requested by the Compliance Officer, from time to
time, in connection with the above security (ies).

8. In case the trade is not executed on the day of approval, I will obtain pre-clearance again
before trading in securities.

9. I will indemnify and hold harmless the Company and its Directors / Officers from and against
any and all actions, claims, demands, proceedings and any and all losses, liabilities, damages,
costs, charges and expenses (including legal fees) made or alleged against, or which are suffered
or incurred by the Company and which relates to or arise from, directly or indirectly, trading in the
above security (ies).

Name of the Employee NAKKA Approved / Rejected

PRAKASH

Designation and Signature of the approving

Department Canvasser - authority
RuralAnd

IDFC First Bharat Limited

Date Date

Name of Compliance Officer

Annexure B

ISIN of the Company: U65929TN2003PLC050856

Details of Securities held on appointment of Key Managerial Personnel ("KMP") or Director

and other such persons as mentioned in Regulation 6(2).

Securities held at the

Name, Category Date of time of % of
PAN, of Person appointment of Director
CIN / DIN (KMP/ appointment / KMP Shareholding
& Directors
of Director
Number
Address / Type of
Immediate / KMP
security
with Relative (For eg. –
contact to/ Shares,
Warrants,
nos. others Convertible
etc.) Debentures
etc.)

1 2 3 4 5 6

Note: "Securities" shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition
of Insider Trading) Regulations, 2015.

Details of Open Interest (OI) in derivatives of the company held on appointment of Key
Managerial Personnel (KMP) or Director and other such persons as mentioned in
Regulation 6(2).

IDFC First Bharat Limited

time of appointment of Director / KMP of appointment of Director / KMP

Contract Number of Notional Contract Number of Notional

units units value
specifications value in specifications
(contracts (contracts in Rupee
Rupee terms
* lot size) * lot size)
terms

7 8 9 10 11 12

Note: In case of Options, notional value shall be calculated based on premium plus strike price of
options

Annexure C

INITIAL DISCLOSURE

The Compliance Officer

IDFC FIRST Bharat Limited

Re: Initial Disclosure - At the Time of Joining IFBL Limited

Dear Sir / Madam,

IDFC First Bharat Limited

Sl. Sr. Type of Name of the Number of

No. Security Company Securities

A. Holding(s) of Spouse – Mr. / Ms.__, PAN :_

Sl. Sr. Type of Name of the Number of

No. Security Company Securities

B. Holding(s) of Other Dependent Member(s)

Sr. Name of Relation PAN Type of Name of Number of

No. the with the Security the Securities
Dependent Employee Company

Annexure D

IDFC First Bharat Limited

To,

The Compliance Officer

IDFC FIRST Bharat Limited

Re: Quarterly Disclosure of trading in securities – Transaction Statement

Dear Sirs,

1. With reference to the above subject, I, NAKKA PRAKASH (Employee ID: 605270) having
PAN______________ hereby declare that the following constitutes full and true disclosure of all
dealings in all securities by me and my Immediate Relatives (i.e. spouse, dependent parents and
children and persons on whose behalf, the employee takes trading decisions) during the quarter
ended ___________:

Sr. No Type of Security Name of the Company Number of securities

a.) Holding(s) of Spouse - Mr. / Ms.__, PAN :_

Sr. No Type of Security Name of the Company Number of securities

b.) Holding(s) of Other Dependent Member(s)

Sr. Name of Relation PAN Type of Name of Number of

No the with the Security the securities
Dependent Employee Company

IDFC First Bharat Limited

Annexure E:

Reporting of Change in Holdings

FORM C

Name of the Company: IFBL LIMITED

ISIN of the Company: U65929TN2003

Securities acquired/Disposed Securities held Date

Name, Category Securities held post-acquisition / Date of allotment of Mode
PAN, of prior to disposal advice / intimation of
CIN / Person acquisition / acquisition of to acquisition
DIN, (KMP disposal shares / sale of company /
/ shares specify disposal
& Directors/ (on
address Immediate market/
with relative public/
contact to / No. Value Transaction From To rights/
nos. others Type No. Type Type Type No. preferential
etc.) of and % of (Buy/ of and % offer /
security of security Sale/ security of off-
(e.g. shareholding
(e.g. Pledge (e.g. shareholding market/
Shares, Shares, / Shares, Inter-
Warrants, Warrants, Revoke/ Warrants, se
Convertible Convertible Invoke) Convertible transfer,
Debentures Debentures Debentures ESOPs
etc.) etc.) etc.) etc.)

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Details of trading in derivatives of the company by Employee or Director and other such
persons as mentioned in Regulation 6 (2)

Note: "Securities" shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition
of Insider Trading) Regulations, 2015

Details of trading in derivatives of the company by Employee or Director and other such
persons as mentioned in Regulation 6 (2)

IDFC First Bharat Limited

the trade
was

executed

Buy Sell
Type of Contract

contract specifications Notional Number Notional Number

of of
Value Value
units units

(contracts (contracts
* *

lot size) lot size)

15 16 17 18 19 20 21

Note: In case of Options, notional value shall be calculated based on Premium plus strike price of
options.

Annexure F

Disclosure by Connected Persons

FORM D

IDFC First Bharat Limited

Securities acquired/Disposed Securities held Date

Name Categ Securities held post-acquisition / Date of allotment of Mode
, PAN, ory of prior to disposal advice / intima of
CIN / Perso acquisition / acquisition of tion to acqui
DIN, n disposal shares / sale of comp sition
(KMP shares specify any /
& / dispo
addre Direct sal
ss ors/ (on
with Imme marke
conta diate No. Value Trans From To t/
Type No. Type action Type No.
ct relativ public
nos. of and % of Type of and %
e to / /
securi of securi (Buy/ securi of
others ty share ty ty share rights/
etc.) Sale/ prefer
(e.g. holdin (e.g. Pledg (e.g. holdin
Share g Share Share g ential
e/ offer /
s, s, Revok s,
Warra Warra Warra off-
e/
nts, nts, nts, marke
Invok t/
Conv Conv e) Conv
Inter-
ertible ertible ertible
Debe Debe Debe se
ntures ntures ntures transf
er,
etc.) etc.) etc.)
ESOP
s etc.)

1 2 3 4 5 6 7 8 9 10 11 12 13 14

Details of trading in derivatives of the company by Employee or Director and other such
persons as mentioned in Regulation 6 (2)

Note: "Securities" shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition
of Insider Trading) Regulations, 2015

Details of trading in derivatives of the company by Employee or Director and other such
persons as mentioned in Regulation 6 (2)

Trading in derivatives (Specify type of contract, Futures or Options etc)

Exchange
on which

the trade
was

executed

Buy Sell
Type of Contract

contract specifications Notional Number Notional Number

of of
Value Value
units units

IDFC First Bharat Limited

lot size) lot size)

15 16 17 18 19 20 21

Note: In case of Options, notional value shall be calculated based on Premium plus strike price of
options.

IDFC First Bharat Limited

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