CODE OF CONDUCT

The Board of Directors (the "Board") and the senior management personnel of Graphite India Limited (GIL) subscribe to the following Code of Conduct adopted by the Board. They would:

1. use reasonable care and diligence in performing their duties of office and in exercising their powers attached to that office.
2. act honestly and use their powers of office, in good faith and in the best interests of GIL as a whole.
3. not make improper use of information nor take improper advantage of their position as a Director.
4. disclose personal interests that conflict with the interests of GIL and not participate in discussions and voting on such matters.
5. recognize that their primary responsibility is to GIL's shareholders as a whole but they should (where appropriate) have regard for the interests of all stakeholders of GIL.
6. not engage in conduct likely to bring discredit upon GIL.
7. be independent in judgement and actions, and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of Directors.
8. ensure the confidentiality of information they receive whilst being in office of Director and is only disclosed if authorised by the Company, or the person from whom the information is provided, or as required by law.

Senior Management Personnel will include all Officers of the rank of General Manager and above and Sr. Manager (Head of Barauni Plant).

Date: 27.01.06