As an employee of VINSUM, you are part of a culture that values and embraces the highest standards in business conduct. The business operating principles listed here apply to all employees across the company and will guide you in how to do your job.

Some of our business activities are governed by law and some are not. All employees are representatives of VINSUM; therefore, we provide this document so you can understand certain legal and operating principles that apply to your job. In addition, you need to understand what constitutes a violation of law and of our principles, and the consequences of such violations.

VINSUM is committed to conducting all company activities within the spirit and letter of all laws and regulations affecting our businesses and employees. You must exercise the highest level of integrity, ethics and objectivity in actions and relationships that may affect the company, and must not misuse the authority or influence of your positions in these actions or relationships. Protecting the company's reputation and integrity is everyone's job. The Business Ethics and Conduct Principles cover:

You and your immediate family members.

Relationships with the company's vendors, including all suppliers, consultants, contractors or agencies doing business with the company.

Any transaction [i1] that seems inappropriate, regardless of monetary value. Such transactions should be avoided and rejected as contrary to our operating principle. If a law conflicts with the principle, you must comply with the law; if a custom or practice conflicts with the principle, you must comply with the principle.

Questions about a potential or suspected violation of law or this policy should be directed to HR Dept. If circumstances make that unworkable, or further advice is needed, you should contact the VP – HR/Directors/CMD. The HR Dept will advise and involve the CMD and others as appropriate. As a reporting employee, your identity will be kept confidential, except as may be required by law. Your employment with VINSUM will not be adversely affected as a result of raising any issue under this principle in good faith.

Conflicts of Interest

A conflict of interest occurs when an employee's conduct, participation or interest interferes or appears to interfere in any way with the interests of the Company, whether through affiliation or ownership of businesses or relationships with the Company's suppliers, customers, contractors or partners.

It isn't possible to list all situations or relationships that may create conflict of interest issues. Because each situation must be evaluated on the facts, employees should consult with their manager/HR Dept.

Examples of actual or potential conflicts of interest for employees and their immediate family members that require disclosure and review include:

You and your immediate family members must avoid doing anything that creates a conflict of interest, or the appearance of a conflict of interest, with your responsibilities to VINSUM. You may not use the company's name, information, goodwill and assets for any purpose other than company business or functions.

Some examples of actual or potential conflicts of interest that require disclosure and review include:

Being an employee at any level in the organization, general partner, consultant or representative of another business or organization if:

It could interfere with your primary obligation to the company because of the demands of time or interest.

The business competes with VINSUM in any way or is a vendor or customer of the company.

It could identify VINSUM with an activity or cause which could harm VINSUM' reputation.

Owning:

One should not own any equity or other interest in a privately-owned vendor, competitor or customer.

More than a nominal portfolio interest in the equity securities of a publicly-owned vendor, competitor or customer company.

One should not own any property jointly with a vendor or customer of the company or their employees.

Gifts from Vendors

You should not solicit or accept any gifts, entertainment, tips, trips, free services, lodging or other special favors from vendors of the company which is in contradiction with ethical business practices.

Gifts and business entertainment to VINSUM employees fall into 3 categories:

Acceptable

Always Wrong

Always Ask

Acceptable

Promotional items such as logo merchandise (mugs, pens)

Gift baskets

Ordinary sports, theatre and other cultural events

Employees may accept these types of gifts so long as they do not influence -- or could not be perceived as influencing - the employee. In other words, if accepting a gift would influence the employee's judgment or decisions with respect to the gift giver, or the employee would feel an obligation to the gift giver, then the gift should not be accepted. Business units or departments may have more restrictive policies that employees must abide by.

Business Entertainment: Participating in social events with business partners is a way to build and maintain business relationships. Appropriate and lawful entertainment can build goodwill between companies. Therefore, we may accept entertainment from our business partners that is appropriate, reasonable, is offered in the normal course of a business relationship, and does not improperly influence or appear to influence our decisions and actions or those of our business partners. Events such as business dinners, receptions, sporting events, or meetings are appropriate if:

The event has a close association with business discussions, sales presentations or other significant customer or supplier events;

The employee's participation is in the ordinary course of business and is customary;

The event is local and not considered lavish ("Lavish" is defined as excessive under the circumstances); and

The event is not so frequent so as to suggest a business purpose is not valid.

Always Wrong

There are certain types of gifts and entertainment that are always wrong. Always avoid the following situations:

Accepting cash or cash equivalent (such as gift certificates, loans, stock, stock options)

Accepting any gift or entertainment that is illegal or violates the law

Accepting a gift if it could cause you to feel an obligation

Accepting a gift or entertainment that could be viewed as lavish

Accepting gifts that influence or give the appearance of influencing business judgment

Accepting a gift or entertainment as part of an agreement to do anything in return for the gift or entertainment

Participating in any entertainment that is unsavory, sexually oriented, or otherwise violates our commitment to mutual respect

Participating in any activity that you know would cause the person giving the gift or entertainment to violate his or her own employer's policies or standards

Always Ask

For any situation that is not covered by the above rules, it may or may not be permissible to accept a gift or business entertainment. In this situation, you should always talk to your manager/HOD/Business Head to determine whether it is appropriate to accept the offered gift or business entertainment.

What to do with an impermissible gift or entertainment

If you receive a gift or are offered entertainment that runs afoul of this Policy or your department's gift and entertainment policy, follow these guidelines:

You must always immediately return any gift or decline entertainment falling under the “Always Wrong” category.

If returning the gift is not possible, or if to do so would cause embarrassment or is impractical, you should notify your supervisor and turn the gift over for Company use or donation to a charity.

If appropriate, a letter should be sent to the giver explaining the Company's gift and business entertainment policy.

If you ever are unsure how to handle a gift or business entertainment situation, talk to your supervisor, Manager/ HR Dept.

Offering Gifts and Business Entertainment

Providing gifts and entertainment to customers and suppliers is appropriate to build solid business relationships that strengthen our business so long as the following requirements are met. The gift or entertainment:

Must always be in good taste and appropriate under the circumstances e.g. marketing products;

Must not be of a character or amount that would influence the customer from making an independent decision;

Must not be in the form of cash or cash equivalents;

In the case of entertainment, must support VINSUM' business interests and be closely associated with business discussions, sales meetings and other significant supplier and customer events;

Detailed records must be kept of the gift or entertainment; and

Never offer or provide gifts, gratuities or entertainment to governmental authorities without prior written approval of the Law Department.

Conduct with Customers

Customer entertainment and gifts to customers should always be in good taste and not of a character or amount which is intended to influence the customer from making an independent decision. Use the following principles as your guide:

Customer entertainment must be closely associated with business discussions, sales presentations, etc. you must keep detailed records of the entertainment.

If there is a question of whether entertainment or a gift is inconsistent with these guidelines, obtain advance approval from the appropriate supervisor before you incur the expense.

Contacts with Competitors

VINSUM takes into very serious consideration, any acts or action taken by an employee or group of employees, which is not in favour of the company or create any kind of difficulties/issue for any employee or operations of the company. It is applicable to all employees at any level, associated with the company.

There should be no discussion with competitors regarding other terms and conditions of sale to customers nor discussion of boycotts or refusals to do business with any customer or group of customers.

Participation in approved trade and technical associations is permitted, when they are operated in compliance with the Company policy and agreement signed.

Bribes, Kickbacks or Commissions

Giving or accepting bribes or kickbacks or any other payment in the nature of an undisclosed commission to a third party for obtaining business or a special favor, even if it may be legal under the legal status, will not be permitted.

1. LEGAL FRAMEWORK

Bribery in itself is a severe offence in jurisdictions where the Company operates where bribery offences can result in the imposition of fines and/or custodial sentences, reputational harm, business losses and other related consequences

In line with the above requirements, it is therefore, required for the Company to frame and adopt a “Anti- Bribery Policy” (Policy) of the Company.

2. PURPOSE AND SCOPE OF THE POLICY

The main objective of this Policy is to ensure that business dealings are carried out in transparent manner, upholding moral values and taking forward the legacy set out by the Board of Directors of the Company.

The specific objectives of this Policy are:

Ø To frame responsibilities in observing and upholding VINSUM’s approach on bribery.

Ø To promptly enquire and investigate any suspected breaches of the Policy and enforce breaches of such Policy through appropriate disciplinary measures.

3. APPLICABILITY

This Policy applies to Company, each member of the Company, and its respective directors, employees, consultants, agents and fiduciaries associated with VINSUM, (collectively referred to as "associates” in this policy).

4. WHAT CONSTITUTES BRIBERY?

During the association with VINSUM, associate may come in contact with various parties including but not limited to actual and potential clients, customers, suppliers, distributors, agents, advisers, government and public bodies, politicians and political parties (External Parties). For this policy, bribery includes an offer or receipt of any gift, payments, sum, reward or other monetary or non-monetary benefit to or from external parties as an encouragement to do something which is illegal and against the long-term business motives of the Company. An illustrative and non-exhaustive list of events which shall constitute bribery is given as follows:

· Deliver, offer or promise to offer, gift, a payment, or hospitality to secure an improper business advantage or influence the decision making of recipient;

· Deliver, offer or promise to offer, a payment, gift or hospitality to a government official, agent or representative to "facilitate", expedite or reward the procedure, matter lying with the statutory authorities;

· accept promise to accept, gift, a payment, or hospitality from a third party knowing or suspecting it is offered with the expectation that it will obtain a business advantage for them;

· influence another individual or associate to indulge in any of the acts or omissions mentioned in this clause;

· contribute to political parties which are so made to impact any decision or gain a business advantage.

5. WHAT DOES NOT CONSTITUTE BRIBERY?

This policy recommends that associates always assess the purpose behind any hospitality or entertainment. An illustrative list of events which shall not generally constitute Bribery is given as follows:

· normal, reasonable, appropriate and bona fide corporate hospitality or entertainment (given and received) to or from third parties if its purpose is to improve the company image, present our products and services, or establish cordial relations.

· Acceptance or offer of gifts to celebrate special occasions (eg. Diwali, New Year, Christmas etc) provided such gifts are occasional, appropriate, unconditional, not in a manner that could give stimulus to any decision-making process of receiver and apt with business values and principles.

6. DUTIES OF ASSOCIATES:

Associates, until their association with VINSUM must comply with the terms and conditions of this policy in a spirited manner. All associates are thus required to avoid any activity that might lead to, or suggest, a breach of this policy. If an associate is unsure whether an act constitutes bribery, he/she should raise the matter with his/her reporting manager or consult an appropriate member of the Human Resource (HR) Department of the Company.

7. PROCEDURE IN CASE OF BREACH:

It is the duty of Associates to prevent, detect and report any instance of bribery. Associates must notify their reporting manager or consult an appropriate member of the Human Resource (HR) department as soon as possible if they believe or suspect, that a breach of this policy has occurred, or may occur in the future. A failure to report an actual or suspected breach of this policy is itself, a breach of this policy. Any associate who breaches any of the terms of this policy will face appropriate disciplinary action. The Company shall promptly investigate any suspected breaches of policy, engaging external law firms, accounting firms, or professional investigators wherever appropriate or deciding by itself depending on the depth of individual case; and enforce breaches of such policy through appropriate disciplinary measures up to and including termination of the contracts of the individuals involved.

8. PROTECTION TO ASSOCIATES UNDER THE POLICY:

Associates who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible consequences. VINSUM aims to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. Associate should inform his/her reporting manager or a member of the Human Resources team of the Company immediately so that appropriate protective measures can be taken to safeguard him/her. The Company may also reward the Associates for their endeavour to uphold the principles of this policy and thus helping the Company’s interest as a whole.

Dissemination of Corporate Information

You must exercise discretion at all times in handling company information, especially confidential information. You also have additional responsibilities:

You are expected to make no premature disclosures of corporate plans or unnecessary dissemination of information which could result in the loss of competitive advantage or which could damage public or employee relationships.

You should not disclose confidential information about the company, its products, methods and plans for the future in public statements, in private conversations with other employees or outsiders, or through any electronic communication systems, except as may be expressly authorized.

Financial Disclosures

External disclosure of any information related to financial results or corporate performance (written or oral) is the responsibility of the Head - Finance & Accounts Dept/CMD. Sending confidential company information to any external (third party) recipient requires an advance approval of the CMD.

The Head of Finance & Accounts has responsibility to implement the principle and to assist business units in establishing procedures and programs, which will give assurance that the desired security is established and maintained.

Insider Trading

You must refrain from trading in listed securities of VINSUM or any other publicly traded company using material non-public information acquired through your position with the company. "Material" information may be broadly defined as "any information that a reasonable investor would consider important in a decision to buy, hold or sell the security in question;" that is, any information which could be expected to affect the price of the security. Examples of material information include dividend actions, significant changes in earnings, acquisitions or dispositions of businesses, major new products, significant research advances, senior management changes, significant price changes on major products, major plant shutdowns and major marketing changes.

Material information should not be disclosed to any other person. In addition:

You are prohibited from engaging in any transactions involving exchange-traded options (i.e. puts or calls) on our common stock.

You are responsible for compliance by members of your immediate family and personal household.

Insider trading applies to the securities of any other publicly held company (for example, a supplier) about which you learn non-public information through your employment.

Information may be considered public two business days after it has received wide dissemination in the press.

In addition to criminal and/or monetary penalties that may be imposed against you by the government in a legal proceeding, the company may impose sanctions, including dismissal, for failure to comply with the policy.

Other Company Affiliations:

Employees may serve on the boards of community and non-profit organizations if the affiliation does not diminish an employee's ability to perform his or her Company responsibilities. To avoid possible conflicts of interest with VINSUM employment, an employee seeking to serve as an officer or director of a non-profit organization, which may present a potential conflict of interest, shall obtain prior approval from their manager or supervisor. In the case of a “for-profit” company where a potential conflict of interest may exist, an employee shall obtain prior approval from the VP - HR / CMD.

Company Loans: The Company shall not make or arrange personal loans or guarantee the obligations of employees, except under approved Company policy.

Use of Company Property or Resources for Personal Benefit:

Employees shall not use the Company's name, information, goodwill, assets or resources for any purpose other than Company business or functions, either for personal benefit or for the benefit of others.

AUTHORISED SPOKESPERSON

The official spokesperson for any matter pertaining to the Company is the CMD. No other employee is officially permitted to communicate, release any information, or make comments about the Company, or its plans, policies etc to any individuals or organizations (this includes media such as TV, magazines, newspapers and other external agencies) on behalf of the Company unless expressly authorised and pre-approved by the CMD. In the case of situations where the CMD is not accessible and the need is urgent, please redirect any query or question to the respective Business Head/VP - HR & Admin.

This document is intended to serve as a summary of operating principles for all employees of VINSUM and also the employees provided through Third party.

WHISTLE BLOWER POLICY

Preamble:

a. VINSUM India Private Limited (The Company) has adopted and put in place “Code of Conduct” which regulates the standards which need to be followed by the Employees associated with the Company either on payroll of the Company or on payroll of third party (hereinafter known as “Employees”). Any actual or potential breach of the Code, would be a matter of grave concern for the Company. The role of the Employees and Directors in bringing out notice of such breach of the Code cannot be diluted. Accordingly, the Whistleblower Policy (“Policy”) has been formulated with a view to provide the platform for employees to report genuine concerns on an event of misconduct, act of misdemeanour or any act which is not in the interest of the Company. This Policy is an extension of the Code of Conduct of the Company.

b. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

c. The Policy shall come into force from the 1^st day of May 2022 and subject to modifications / alterations from time to time.

Definitions:

The definitions of some of the key terms used in this Policy are given below:

a. “Investigators” mean those persons authorized, appointed, consulted or approached to conduct detailed investigation of the disclosure received from the whistleblower and recommend disciplinary action.

b. “Protected Disclosure” means any communication (factual and not speculative in nature) made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

c. “Subject” means a person or group of persons against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

d. “Whistleblower” means the person or group of persons who is/are making a Protected Disclosure under this Policy.

Scope:

a. The Policy covers malpractices and events not in the interest of the Company which have taken place/ suspected to take place including but not limited to:

1. Abuse of authority

2. Breach of contract

3. Negligence causing substantial and specific danger to public health and safety

4. Manipulation of Company data/records

5. Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports

6. Any unlawful act whether Criminal/ Civil

7. Perforation of confidential/propriety information

8. Deliberate violation of law/regulation

9. Embezzlement/misappropriation of Company funds/assets

10. Breach of Company Policy or failure to implement or comply with any approved Company Policy.

b. The role of Whistleblower/s is that of a reporting party with reliable information. Whistleblowers are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

c. Any abuse of unwarranted Protected Disclosures will invite disciplinary action. Whistleblowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures directly or indirectly under this Policy, and shall be liable for disciplinary action under this policy.

d. Employees and Directors of the Company are eligible to make Protected Disclosures under the Policy.

Procedure of Reporting:

a. All Protected Disclosures concerning financial/accounting matters should be addressed to the Head of Finance & Accounts (HOD- FAD) of the Company for investigation. In respect of other Protected Disclosures, the same shall be addressed to Head Human Resource Department (VP-HR) of the Company. The HOD/Head HR shall give an acknowledgment for receipt of disclosure within 7 days of receipt. However if the same is not received, Whistleblower may submit Protected Disclosures concerning any matter directly to the ED/CMD of the Company if the Whistleblower feels it necessary under the circumstances. The said disclosures can be made against any employee of the Company including Directors.

b. The Protected Disclosures in respect of matters against HOD - FAD/ Head Human Resource Department shall be made to the ED/CMD of the Company.

c. Protected Disclosures may be made verbally. However, the same should always be reported in writing (even if the verbal disclosure is made earlier) under a covering letter which shall also bear an identity of the Whistleblower and addressed to the HOD - FAD/ VP-HR/ED/CMD as the case may be. Anonymous disclosures will not be entertained as it would not be possible to consult the Whistle-blowers.

d. Protected Disclosures should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

Process of Investigation:

All Protected Disclosures reported under this Policy will be thoroughly investigated by the HOD - FAD/ Head Human Resource Department who will investigate / oversee the investigations under the authorization of the ED/CMD.

a. Whistle-blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Investigators or other parties dealing with the case.

b. The HOD - FAD/ Head Human Resource Department may at its discretion, consider involving any investigators for the purpose of investigation.

c. Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the HOD - FAD/ VP-HR, when acting within the course and scope of their investigation and keep HOD - FAD/ Head Human Resource Department updated about the progress of investigation.

d. The identity of a Subject will be kept confidential to the extent possible given the reasonable needs of law and investigation.

e. Subjects will normally be informed of the allegations at the outset of a formal investigation and will have opportunities of being heard unless there are compelling reasons not to do so.

f. Subjects shall have a duty to co-operate with the HOD - FAD/ VP - HR or any of the Investigators during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.

g. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings. Subjects have a right to be informed of the outcome of the investigation

h. Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.

i. The investigation shall be completed normally within 90 days of the receipt of the Protected Disclosure. However the same may be extended to such further period depending on the depth of the case.

j. The representation of process flow is given vide Annexure A to the policy.

Protection to Whistleblowers:

a. Complete protection will be given to Whistleblowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistleblower’s right to continue to perform his/her duties/functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistleblower may experience as a result of making the Protected Disclosure. Thus, if the Whistleblower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistleblower to receive advice about the procedure, etc.

b. The identity of the Whistleblower shall be kept confidential to the extent possible and permitted under law. Whistleblowers are cautioned that their identity may become known for reasons outside the control of the HOD - FAD/VP=HR/CMD/Investigators.

c. Any other Employee or Director assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

Decision:

If an investigation leads the HOD - FAD/ VP - HR to conclude that an improper or unethical act has been committed, they shall recommend to the CMD of the Company to take such disciplinary or corrective action as they deem fit. However, the decision of ED/CMD shall be final in all cases. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

Reporting:

The HOD - FAD/ VP-HR shall submit a report to the ED/CMD on a regular basis about all Protected Disclosures referred to them since the last report together with the results of investigations, if any.

Amendment:

The Company reserves its right to amend or modify this Policy in whole or in part, at any time in the best interest of the Employees and Directors of the Company.

PROCESS FLOW

CODE OF CONDUCT (Business Orientation)