Objective:

In terms of the extant Indian laws, certain classes of companies are mandated to constitute a vigil mechanism and to devise an effective whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices. Accordingly, this Whistleblower Policy (“Policy”) has been formulated to ensure integrity and ethical behavior among the Employees.

The Company is committed to comply with the highest standards of professionalism, honesty, integrity, and ethical behavior, in line with the Company’s Code of Conduct and Ethics (“Code”).

This Policy aims to provide a secure environment and to encourage Employees of the Company to report unethical, unlawful, or improper practices, acts, or activities in the Company and to prohibit managerial personnel from taking any adverse personnel action against those Employees who report such practices in good faith.

Applicability:

This Policy lays down the principles and standards that shall govern the actions of the Company, its stakeholder and the E mployees of the Company and its group companies.

 Policy

Every Employee is expected to promptly report to the management any actual or possible violation of the Code of Conduct or any other unlawful or unethical or improper practice or act or activity concerning the Company.

The Alleged wrongful conduct may include, but is not limited to, any of the following:

• A violation of any law
• Misuse or misappropriation of the Company’s assets
• Incorrect financial reporting
• A substantial and specific danger to environment, health and safety
• An abuse or misuse of authority
• Bribery and corruption
• Financial fraud of any nature
• Any forms of Harassment – Victimization, Bullying, Discrimination etc.
• Conflict of Interest

No manager, director, department head, or any other employee with authority to make or materially influence significant personnel decisions shall take or recommend an adverse personnel action against an employee in knowing retaliation for a disclosure of information, made in good faith, about an alleged wrongful conduct.

Definitions

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

• Alleged wrongful conduct – Unlawful / unethical / improper practice / act or activity including but not limited to:

1. A violation of any law
2. Misuse or misappropriation of the Company’s assets
3. Incorrect financial reporting
4. A substantial and specific danger to environment, health and safety
5. An abuse or misuse of authority
6. Bribery and corruption
7. Financial fraud of any nature
8. Any forms of Harassment – Victimization, Bullying, Discrimination etc.
9. Conflict of Interest

• Audit Committee means the Audit Committee of Directors constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013.
• Company – Company refers to RTL or any of its group companies.
• Employee means every employee of the Company (whether working in India or abroad), including contractual employees and the directors in the employment of the Company.
• Investigators means those persons authorized, appointed, consulted or approached by the Management or Chairman of the Audit Committee.
• Protected Disclosure means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
• Subject means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
• “This Policy” or “Policies” – “This Policy” or “Policies” refers to the “Whistle-Blower Policy.”
• Whistle-Blower – Whistle-Blower means an Employee making a Disclosure under this Policy.

Scope

• This Policy is an extension of the Organizational Code of Conduct. The Whistleblower’s role is that of a reporting party with reliable information. They 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.
• Protected Disclosure will be appropriately dealt with by the Management or Chairman of the Audit Committee.

Eligibility

All Employees, Directors and stakeholders of the Company are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company or any other related group Company.

Disqualification

• While it will be ensured that genuine Whistle-Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
• Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made vexatious by a whistle-blower knowing it to be false or bogus or with a mala fide intention.
• Whistle-Blowers, who make any Disclosures, which have been subsequently found to be mala fide or malicious or whistle-blowers who makes three or more Disclosures, which have been subsequently found to be frivolous, baseless, or reported otherwise than in good faith, will be disqualified from reporting further Disclosures under this Policy. This itself will be considered as an improper activity which the Management or Chairman of the Audit Committee have the right to act upon.

Roles, Rights and Responsibilities of Whistle-Blowers

• Whistle-Blowers provide initial information based on a reasonable belief that an alleged wrongful conduct has occurred. The motivation of a whistle-blower is irrelevant to the consideration of the validity of the allegations. However, the intentional filing of a false report, whether orally or in writing is itself considered an improper activity, which the Management or Chairman of Audit Committee has the right to act upon.
• Whistle-Blowers have a responsibility to set forth all known information regarding any reported allegations. Whistle-blowers must provide sufficient corroborating evidence to justify the commencement of an investigation. An investigation of unspecified wrongdoing or broad allegations would not be undertaken without verifiable evidence.
• However, Whistle-Blowers shall refrain from obtaining evidence for which they do not have a right of access. Such improper access may itself be considered an improper activity.
• Whistle-Blowers are “reporting parties,” and not investigators. They are not to act on their own in conducting any investigative activities, nor shall they have a right to participate in any investigative activities other than as requested by the investigating authority.
• The identity of the Whistle-Blower will not be disclosed except where required under the law or for the purpose of the investigation.
• A Whistle-Blower’s right to protection from retaliation does not grant him immunity for any complicity in the matters that are the subject of the allegations or an ensuing investigation or any other misconduct or wrongdoing.
• This policy may not be used as a defense by an employee against whom an adverse personnel action has been taken for legitimate reasons or cause under Company rules and policies. It shall not be a violation of this policy to take adverse personnel action against an employee, whose conduct or performance warrants that action, separate and apart from that employee making a disclosure.

Procedure

• Any communication in respect of alleged wrongful conduct concerning the employees should be addressed to the Management or Chairman of the Audit Committee of the Company.
• All alleged wrongful conducts should be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle-blower.
• Any communication in respect of alleged wrongful conduct should be factual and not speculative or in the nature of a conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
• The Management or Chairman of Audit Committee will then have the alleged wrongful conduct investigated.

Investigation

• All reports under this Policy will be promptly and appropriately investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, in accordance with the applicable law.
• Everyone working for or with the Company has a duty to cooperate in the investigation of reports of violations.
• Failure to cooperate in an investigation, or deliberately providing false information during an investigation, can be the basis for disciplinary action, including termination of employment.
• If, at the conclusion of its investigation, the Company determines that a violation has occurred, the Company will take effective remedial action commensurate with the nature of the offense.

• This action may include disciplinary action against the accused party, up to and including termination.
• Reasonable and necessary steps will also be taken to prevent any further violations of Company policy.
• The investigation shall be completed normally within 45 days of the receipt of the communication regarding alleged wrongful conduct.

Investigators

• Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Management or Audit Committee when acting within the course and scope of their investigation.
• Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.
• Investigations will be launched only after a preliminary review which establishes that the alleged act constitutes an improper or unethical activity or conduct, and either the allegation is supported by information specific enough to be investigated or matters that do not meet this standard may be worthy of management review, but investigation itself should not be undertaken as an investigation of an improper or unethical activity.

Decision

If an investigation leads to the conclusion that an improper or unethical act has been committed, the Management or Chairman of the Audit Committee shall take appropriate disciplinary or corrective action. 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 conduct and disciplinary procedures.

Protection

• No unfair treatment will be meted out to a Whistle-Blower by virtue of his/her having reported an alleged wrongful conduct under this Policy.
• The Company, as a policy, condemnsany kind of discrimination, harassment, victimization, or any other unfair employmentpractice being adopted against the Whistle-Blowers.
• In the event the Whistle-Blower reports any violation / contravention on account of maintaining anonymity with his / her identity, he / she shall report the same to Management or Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.
• Complete protection will be given to the Whistle-Blowers against any unfair practice.
• The Company will take steps to minimize difficulties which the Whistle-Blower may experience as a result of making the disclosure.

Notification

• The HR department shall notify the existence and contents of this policy to all employees ofthe Company.

Document Retention

• All documents related to reporting, investigation, and enforcement pursuant to this Policyshall be kept in accordance with the Company’s record retention policy and applicable law.

Compliance with this Code

If anyone fails to comply with this Code or applicable laws, rules or regulations, he or she will be subject to disciplinary measures, including termination of employment. Violations of this Code may also constitute violations of law, and may result in civil or criminal penalties for such employees. The Management or Chairman of the Audit Committee will determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of a violation of this Code. In determining what action is appropriate in a particular case, the Management or its designees will consider the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation was intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

The Company proactively promotes ethical behavior and encourages its employees to report evidence of illegal or unethical behavior, or violations of this Code to the Management or Chairman of Audit Committee. You are expected to report all violations of this code promptly to the Management or Chairman of Audit Committee or through the Company’s confidential email ID – ethics@rosmertatech.com. You must ensure that the email contains the relevant information on nature of violation with adequate proof (where possible) as well as complete name and contact details of sender. Emails from anonymous senders will not be acted upon. The Company prohibits retaliatory action against anyone who, in good faith, reports a possible violation. However, it is unacceptable to file a report knowing it to be false. The Company strives to ensure that all questions or concerns are handled fairly, discreetly and thoroughly.

Waivers of this Code

Any waiver of this Code must be approved by the Management or Chairman of the Audit Committee.

Amendments of this Code

Any amendment of this Code will be made only by the Management and will be communicated accordingly.