To ensure policy implementation, the company shall publish this policy on its intranet and website. The company shall also communicate this policy to its employees (as defined hereunder) annually.

Background

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity, and ethical behavior in all its operations, the company has formulated this Whistleblower Policy in addition to the existing Code of Conduct that governs the actions of its employees. This Whistleblower Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical, or inappropriate events (behaviors or practices) that affect the company 's interest /image.

Definitions

'Employee': 'Employee' means any person on the rolls, including those on deputation, contract, temporary, probationer, apprentice, trainee, part-time employees/workers, full-time consultants, holding permanent, honorary, ad hoc, voluntary or short-term positions. For the limited purpose of this policy, the term 'Employee' includes vendors, agents, contractors, suppliers, customers, and generally anyone with business relationships with the company.

' Whistle Blower': A Whistleblower is an employee who raises a concern about any wrongdoing, event, or information about an actual, suspected, or anticipated Reportable Matter. The Whistleblower is not expected to prove the truth of the allegation, but s/he needs to demonstrate sufficient grounds for concern and good faith.

'Whistle Blower Officer': For the purpose of this Code, Whistle Blower Officer will be the Head of Legal and Secretarial

'Reportable Matter': Any communication made in good faith (with a genuine belief in the truth of the matter reported) that discloses information evidencing any unethical or improper action, wrongdoing, misconduct, or violations of the Company Policies, any applicable laws, rules, and regulations. An illustrative list of general malpractices that can be reported under this policy is as follows:

• Misuse or abuse of authority
• Breach of contract
• Negligence causing substantial and specific danger to public health and safety
• Manipulation of company data/records
• 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
• Any unlawful act whether Criminal/ Civil
• Deliberate violation of law/regulation
• Wastage/misappropriation of company funds/assets
• Breach of Company Policy or failure to implement or comply with any approved Company Policy
• Conflict of interest
• Information and data breaches
• Any other action or unprofessional conduct not expressly listed above but that could adversely affect the interest of any employee or external stakeholders or otherwise cause damage to the company's interests and reputation.

Reporting Channels & Procedures

A Whistle Blower can make a complaint in multiple ways:

• Writing to the Whistle Blower Officer (E-mail - [email protected]) or Chief Human Resource Officer.
• Additionally, in case the subject matter of the disclosure in any way involves anyone in the senior management, the Whistle Blower shall have the right to report, in writing, directly to the CEO of Opalspace Group.
• Additionally Whistle Blower can send a written complaint via mail to 'The Whistle Blower Officer', A-1, LGF-003, Sec-59, Noida'

Considering the highly confidential and sensitive nature of the matters reported under this policy, the company recognizes that the Whistleblower may choose to remain anonymous while disclosing. However, it is encouraged that the Whistleblower reveals their identity so that the investigation team may contact him/her to obtain more information during the investigation.

However, if a Whistleblower chooses to be anonymous, they shall be required to provide all details (including any supporting evidence) relating to the Reportable Matter to support the investigation. The Whistle Blower Officer shall acknowledge the receipt of a Whistleblower complaint within 5 working days of receiving such a complaint. Any additional information required to establish the veracity of the allegations may be requested from the Whistleblower, including a request for a meeting, if required.

The Whistle Blower must act in good faith and have reasonable grounds for believing the information provided. No action shall be taken against the Whistle Blower where the claims made could not be established after an investigation. However, allegations made with malicious intent or with the knowledge of their falsity shall be liable for disciplinary action.

Confidentiality

All information received under the Whistleblowing mechanism shall be treated with complete confidentiality. Details of the investigation and its outcome will not be disclosed or discussed with anyone other than those who have a legitimate need to know. The identity of the Whistleblower, if known, shall remain confidential as far as possible.

The Whistleblower shall be expected to keep the nature of the concern raised and the identity of those involved confidential. S/he must refrain from discussing the matter with any other person or contacting the suspected individual to determine facts, collect evidence, or demand restitution (unless specifically asked to do so).

Protection of Whistle Blower

Opalspace is committed to protecting anyone who reports illegal or improper conduct in good faith from any kind of retaliation. Complete protection will be given to bona fide whistleblowers against any retaliation, threat or intimidation, discrimination, harassment, or victimization for raising concerns under this policy. No unfair treatment (viz. termination, suspension, disciplinary action, transfer, demotion, refusal of promotion, or any other detrimental action) will be meted out to a whistleblower.

Anyone involved in targeting a Whistleblower shall be subject to disciplinary action. Suppose you suspect you or someone you know may have faced such retaliation. In that case, we encourage you to promptly contact the Whistle Officer. While the policy offers complete protection to bona fide whistleblowers, any abuse of this protection will warrant disciplinary action. The policy does not protect employees from disciplinary action for engaging in unrelated fraudulent behavior. Assessment of Whistleblowing reports and Investigation

All reports under this policy shall be promptly and appropriately investigated. A preliminary review aimed at establishing whether the alleged act constitutes an unethical activity or misconduct and whether the allegation appears to be genuine and is supported by information specific enough to be investigated will be carried out by the Whistle Officer.

An investigation will be carried out independently and unbiasedly while ensuring confidentiality. An investigation team may consist of personnel with experience and specialized knowledge for handling such situations. External organizations with expert knowledge may be appointed if required. The investigation team shall have the right to request any data or documents and require the presence of any employee for discussion. The Whistleblower may be asked to participate in the investigation by giving a written statement / providing any documentation.

A detailed report containing all the findings and recommendations, if any, based on the investigation carried out shall be presented to the Chairman of the Company. Post finalization, the relevant extract of the report shall be shared with the affected business units to ensure mitigation measures. Information shall be shared strictly on a need-to-know basis.

The investigation of matters reported under this policy shall be completed within 60 days from an investigator's appointment date. Extension of timelines can be obtained from the CEO of Opalspace Group for reasons recorded in writing.

Outcome of the Process

The Whistle Officer shall submit a report to the Chairman of the Company on an annual basis or at such other frequency as may be deemed fit about all concerns reported to him during the period since the last report, together with the results of investigations, if any.

Disciplinary Actions

Where, after proper investigation, any employee is found guilty of such misconduct, the management, in discussion with the Human Resources and the Legal Department, shall have discretion to undertake appropriate disciplinary action at the recommendation of the Investigation Team. Depending upon the facts and seriousness of each individual case, action against the offender may include:

• Verbal or written warning

• Loss of benefits, docked or no pay

• Suspension / probation

• Termination

• Reporting to law enforcement and initiating legal proceedings for recovery of losses if any

In the case where any customer, vendor, or any other business partner is involved in the violation/misconduct, the management shall consider the need to terminate the contract with such customer, vendor, or business partner, blacklist the party for future associations and initiate proceedings for recovery of losses, if any.

Document Retention:

All concerns raised in writing and the investigation results shall be retained by the company for at least seven years.

Code of Conduct - Business Partners

1. Vision

Our vision is to deliver a beautiful home for everyone with a never-seen-before experience and offer a happier experience to homeowners.

The Code is designed to guide all our Business Partners regarding Opalspace's standards of integrity and compliance in our business dealings. This Code is an integral element of the Opalspace ethos.

2. Scope

Opalspace is committed to conducting its business ethically, fairly, legally, socially, and environmentally responsibly. We believe that our Business Partners are an integral part of our ecosystem, and we encourage our Business Partners to be responsible corporate citizens.

This Code of Conduct ('Code') applies to each and every Business Partner, irrespective of whether consideration is involved in the engagement with the company. The Code is built around recognizing that everything you do in connection with the work of Opalspace will be, and should be, measured against the highest possible standards of ethical business conduct.

The key area of focus for this Code is:

(a). Governance and Ethical Business Conducts

(b). Human & Labour Right

(c). Environment Management

Business Partners are expected to adopt or establish a management system designed to ensure compliance with the expectations of this Code's fundamental principles and all applicable laws and regulations for identifying and mitigating associated operational risks, establishing opportunities, and facilitating continual improvement.

For the purpose of this Code, 'Business Partner' includes suppliers/dealers/service providers/vendors/agents/franchisees/consultants/contractors/sub-contractors/third parties, acting directly and/or through their representatives, engaged by Opalspace, in the normal course of business.

(a). Governance and Ethical Business Conduct

(i) Compliance with Laws

Business Partners shall ensure compliance with all applicable local laws and regulations, including those related to domestic and international trade, data privacy & personal information protection, and antitrust/competition laws/industrial, labor, and environment protection laws, to ensure that their dealings are conducted legally and with integrity.

(ii) Bribery, Kickback and Corruption

Business Partners are expected to refrain from unethical behavior, including theft, fraud, forgery, bribery, corruption, anti-competitive practices, extortion, or embezzlement. No Business Partners (including their immediate family members) are expected not to offer bribes, gifts, or any other kind of direct or indirect benefits to Opalspace employees or their appointed agents and vice versa. Suppose a gift is inadvertently sent or received. In that case, either side should promptly return it with a note explaining that it is contrary to the Code.

(iii) Avoid Conflict of Interests

Business Partners are expected to avoid participating in any business activity that can create a conflict of interest, actual or perceived. Business Partners are expected to have established measures to prevent any conflict of interest that improperly influences business judgment. Suppose any conflict of interest arises before/post/during engagement. In that case, Business Partners are required to promptly disclose such situations to the company, even if it's an actual or potential conflict.

(iv) Quality

Business Partners are expected to provide goods and services that consistently meet the prescribed standards, are safe for their intended use, and perform as intended. Business Partners must meet the specifications agreed upon in the applicable agreement, purchase orders, or other contractual relationship with Opalspace.

(v) Privacy and Intellectual Property

Business Partners shall ensure that confidential or proprietary information about Opalspace, our customers, employees, or other parties, which have been gained through engagement with Opalspace, is used only for its intended purpose as decided and agreed upon by Opalspace and the Business Partner in a fair, transparent and secure way, ensuring protection of privacy and valid intellectual property rights. Such information shall always be kept secure from unauthorized usage, damage, and disclosure.

(b). Human and Labour Right

(i) Child and Forced Labour

Business Partners shall not employ any labor/workmen less than 18 years of age or use forced labor. Opalspace does not engage with Business Partners employing child or bonded labor or those that use any form of mental or physical compulsion as a form of discipline.

(ii) Anti-Discrimination

Business Partners shall not engage in any discrimination or distinction, exclusion, or preference made based on race, color, age, gender, sexual orientation, ethnicity, disability, religion, political affiliation, union membership, national origin, or marital status in all aspects including hiring, promotions, assignments, wage hikes, training, and termination.

(iii) Fair Working Conditions and Humane Treatment

Business Partners must provide its employees with safe and humane working conditions and maintain compliance with applicable laws, rules, and regulations, including but not limited to fair compensation, hours worked, equity, safety, etc. Business Partners must respect the right of employees to freedom of association, and recognition of employees' right to collective bargaining was allowed by law. Business Partners must be committed to establishing a workplace free of harassment and should not threaten workers or employees with or subject them to harsh or inhumane treatment, including sexual harassment or abuse, corporal punishment, mental or physical coercion, or verbal abuse.

(iv) Health and Safety

Business Partners must provide a safe and healthy workplace for their employees, contractors, or sub-contractors. Business partners must comply with local and national laws and regulations regarding occupational and national authorities. The Business Partners must comply fully with our applicable policies and directives when on our sites.

(v) Drugs and Alcohol

Our position on substance abuse is simple: it is incompatible with the health and safety of everyone. Business Partners shall ensure that none of its employees/personnel/workmen consume or are under the influence of alcohol or psychotropic substances as defined under applicable laws while working at our offices, work sites, or sponsored events.

(c). Environment Management

Opalspace encourages its Business Partners to commit to the protection of the environment, including but not limited to the following:

• Adherence to applicable laws and regulations regarding environmental pollution, including but not limited to laws on deforestation, biodiversity conservation, greenhouse gas emissions, wastewater discharge, and other relevant laws
• Business Partners should have processes in place to ensure safe handling, movement, storage, recycling, reuse, or management of waste, air emissions, and wastewater discharges
• Efficient use of natural resources such as water and energy
• Risk of climate change and take proactive measures to minimise and manage their impact
• not make any use of resources that have long-term impact on biodiversity

3. Non-Compliance

If a Business Partner is non-compliant with the Code, Opalspace reserves the right to terminate the business relationship. In the event of any conflict or ambiguity between any provisions of this Code and the provisions of local laws and regulations, the stricter of the two shall prevail.

Business Partners should report any concerns about violation of this Code or applicable laws by writing to [email protected]