1. Applicability of the Code:

(i) This Code of Conduct sets ethical standards for the Directors of Krishna Bhagya Jala Nigam Limited (the Company).

(ii) The Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognising and dealing with ethical issues, provide mechanisms to report unethical conduct and to help foster a culture of honestly and accountability. Directors will pursue the highest standards of ethical conduct in the interests of shareholders and all other stakeholders.

2. Guidelines for Conduct:

A Director should:

(a) Dedicate sufficient time, energy and attention to the Company to ensure deligent performance of his/her duties. This includes preparation for meetings and decision-making by reviewing in advance any materials distributed and by making reasonable inquiries.

(b) Act in the best interests of, and fulfill his/her fiduciary obligations to, the Company's shareholders.

(c) Comply with all applicable laws, rules and regulations.

(d) Act in a manner to enhance and maintain the reputation of the Company.

(e) Make reasonable efforts to attend Board and Committee meetings regularly

(f) Disclosure potential conflicts of interest that he/she may have on any matters brought before the Board, and abstain from discussion and voting on any matter in which he/she has or may have a conflict of interest.

(g) Make available to and share with fellow directors information as may be appropriate to ensure proper conduct and sound operation of the Company and its Board of Directors.

(h) Bring an open and independent mind to Board or Committee meetings.

(i) Treat fellow Directors with courtesy and respect.

(j) Clearly express his/her opinion on matters brought to the Board of Directors.

3. Principles governing the conduct:

(i) Honesty and Integrity: Act with honesty, integrity and in good faith in the best interests of the Company as a whole. Use due care and diligence in performing his/her duties and in exercising his/her powers.

(ii) Confidentiality of Information: Not make improper use of information nor take improper advantage of his/her position as a Director. Ensure the confidentiality of information received whilst being in office of the Director.

(iii) Personal Transactions: Not allow personal interests to conflict with the interests of the Company.

(iv) Disclosure of Interests: Disclose any interests which may lead to potential or actual conflicts of interest in accordance with such policies that the Board of Directors may adopt from time to time.

(v) Abiding by the Law: Abide by all laws applicable at all times.

(vi) Conduct: Not engage in conduct likely to bring discredit to the Company. Be independent in judgement and actions, and take all reasonable steps to satisfy himself/herself as to the soundness of all decisions taken by the Board. Recognize that his/her primary responsibility is to the Company's shareholders as a whole.

4. Disclosure:

The members of the Board shall affirm the compliance with the code on annual basis in the format similar to the one annexed to this Code of Conduct.

5. Annexure to the Code of Conduct for the directors of KBJNL

FORMAT

To The Board of KRISHNA BHAGYA JALA NIGAM LIMITED Dear Sirs, The undersigned, being a Director on the Board of KRISHNA BHAGYA JALA NIGAM LIMITED, do hereby affirm my compliance with the Code of Conduct for Board of Directors as laid down by the Company for the year………., in terms of Clause 49 of the Listing Agreement (Corporate Governance) entered into by the Company with the Stock Exchanges.