Ethics Policy

INTRODUCTION

This model code of conduct for Directors & Senior Management personnel of QUADRAFORT TECHNOLOGIES PRIVATE LIMITED is a commitment to adhere to standards of loyalty, honesty, integrity, and avoidance of conflicting interests. It is an acknowledgment of duties as Directors and Senior Management Personnel and acceptance of responsibility to carry out duties in honest and professional manner and to oversee the assets and business affairs in the best interest and its stakeholders within the scope of authority conferred upon.

PURPOSE

This Code sets out how we behave with:

• our employees, or those who work with us
• our customers
• the communities and the environment in which we operate
• our value-chain partners, including suppliers and service providers, distributors, sales representatives, contractors, channel partners, consultants, intermediaries and agents
• our joint-venture partners or other business associates
• our financial stakeholders
• the governments of the countries in which we operate
• our group companies.

In this Code, “we or us” means our company, our executive directors, officers, employees and those who work with us, as the context may require.

APPLICABILITY

This code of conduct is applicable to:-

• The Directors, both executive and non-executive Directors
• Senior Management comprising of members of Management one level below the Executive director, including all functional heads.

CONFLICT OF INTEREST

The Board members have a duty to make decisions and implement polices in the best interest of the Company and its stakeholders and fulfil their fiduciary obligations.

• We are committed to operating our businesses conforming to the highest moral and ethical standards. We do not tolerate bribery or corruption in any form.
• This code specifies Directors and Senior Management personnel to adhere to the following:
• Executive Director and Senior Management personnel shall devote themselves exclusively to the business of the Company and shall not work for or receive payments for services from any competitor, customer or supplier.
• The association of non-executive directors in any manner with any of the foregoing entities shall be disclosed to the Board forthwith.
• Shall not accept Directorship on the Boards of the other Companies which compete with the company without prior approval of Board.
• Respect the confidentiality of information relating to the affairs of the Company acquired in course of their service as Directors and Senior Management Personnel and not to use for their personal advantage, except when authorized or legally required to disclose such information.
• Disclose forthwith potential interest regarding any matters that may come before Board and abstain from discussion and voting on any manner.
• Shall not use personal influence to make the Company do business or otherwise deal directly or indirectly with a Company, bodies corporate, firm entity, in which his or her relatives are interested and with relatives and friends to avoid conflicting of interest.
• Due disclosures are to be made to Board and shall continue as and when arises for Boards prior approval.
• Relative shall mean “Relative” as defined in Section 2 (77) of the Companies Act, 2013 read with Rule 4 of Companies (Specification of Definitions Details) Rules, 2014.
• Shall not accept lavish gifts or gratitude’s or any offer, payment or anything of value that may adversely affect business decision or likely to compromise their personal or professional integrity. Gift items of nominal values such as promotional items, business meals, memento received as a panellist or speaker and other customary gifts are exceptions.

HONEST & ETHICAL CONDUCT

We are committed to good corporate citizenship. We treat social development activities which benefit the communities in which we operate as an integral part of our business plan.

• We seek to contribute to the economic development of the communities of the country in which we operate while respecting their culture, norms and heritage. We seek to avoid any
• project or activity that is detrimental to the wider interests of the communities in which we operate.
• We shall not compromise safety in the pursuit of commercial advantage. We shall strive to provide a safe, healthy and clean working environment for our employees and all those who work with us.
• When representing our company, we shall act with professionalism, honesty and integrity, and conform to the highest moral and ethical standards. In the countries we operate in, we shall exhibit culturally appropriate behaviour. Our conduct shall be fair and transparent and be perceived as fair and transparent by third parties
• We shall respect the human rights and dignity of all our stakeholders.
• We shall strive to balance the interests of our stakeholders, treating each of them fairly and avoiding unfair discrimination of any kind.
• The statements that we make to our stakeholders shall be truthful and made in good faith
• We shall not engage in any restrictive or unfair trade practices.
• We shall provide avenues for our stakeholders to raise concerns or queries in good faith, or report instances of actual or perceived violations of our Code.
• We shall strive to create an environment free from fear of retribution to deal with concerns that are raised or cases reported in good faith. No one shall be punished or made to suffer for raising concerns or making disclosures in good faith or in the public interest.
• We expect the leaders of our businesses to demonstrate their commitment to the ethical standards set out in this Code through their own behaviour and by establishing appropriate processes within their companies.
• We shall comply with the laws of the countries in which we operate and any other laws which apply to us. With regard to those provisions of the Code that are explicitly dealt with under an applicable law or employment terms, the law and those terms shall take precedence. In the event that the standards prescribed under any applicable law are lower than that of the Code, we shall conduct ourselves as per the provisions of the Code.