Whistleblower Policy:

Background:

The Company is committed to conducting its business with the highest standards of integrity, ethical behavior, transparency, professionalism, and accountability and expects its employees to also adhere to these standards.

The Company is keen to enable and support the employees who may be concerned about any malpractices or impropriety happening in the Company. The Company urges such employees to report        these concerns and seeks to put in place adequate safeguards for the people who make such disclosures.

Employees are often the first to realize that there may be something seriously wrong within an organization. However, they may not express their concerns due to the fear of victimization or the idea of misplaced loyalty. As a general guideline, if your concern relates to a disagreement or disrespect, first consider whether the most effective way of addressing it is to discuss it with the person involved. If this would not be appropriate, you may raise it through any of the channels set out under the Policy.

Policy:

To provide employees with a mechanism and to ensure best standards of corporate governance are upheld, this whistleblower policy ("Policy”) has been established by the Company. The Policy applies to all employees of the Company and the Company encourages all employees to raise genuine concerns about malpractices, if any, and to report those concerns to the Company, immediately.

Malpractices which may be reported by a whistleblower under this Policy pertain to the following issues:

• Any unlawful act whether civil or criminal,
• Actual or suspected fraud,
• corruption or bribery,
• financial irregularity,
• abuse of authority,
• misuse of confidential information,
• wastage/misappropriation of Company fund/assets,
• endangering the health and safety of an employee or the environment at any of the Company’s premises,
• discrimination or harassment,
• conflict of interest,
• improper conduct or unethical behavior likely to prejudice the standing or reputation of the Company any other improprieties or matters that may adversely affect the shareholders’ interests in and assets of the Company,
• breach of IT security and data privacy,
• concealing any of the above matters.

The Company has established a procedure by which disclosures can be made about the abovementioned malpractices (“Malpractices”).

Procedure for Making a Disclosure:

In the first instance, the employee/s (the “Whistleblower” or the “Discloser”) should speak in confidence about their concerns to any personnel in the Human Resources Department (“HRD”) or the Compliance Officer appointed by the Company. In the event the complaint is to be raised against the HRD, the same may be reported to the Compliance Officer. Alternatively, if the complaint is to be raised against the Compliance Officer, the same may be raised with the HRD.

The HRD personnel or the Compliance Officer (as the case may be) will take a written statement from the Whistleblower. The Head – HR and the Compliance Officer shall then discuss and assess the complaint.

If the Whistleblower requests, this can be done on an anonymous basis. However, it should be noted that it might be easier for the Company to investigate the matter more effectively if the disclosure is not made anonymously.

If further information is required to conduct the investigation, the Whistleblower may be required to attend a meeting    with the HRD and/or the Compliance Officer. Any meeting of this nature will be conducted in confidence.

At the outset, to ensure that a complaint is appropriately assessed and investigated, please bear the following in mind regarding the complaint about the Malpractice while submitting it:

• Who? First and last names of individuals involved;
• What? Detailed description of the background, history, and reasons for the concern;
• Where? The place or site information;
• When? The date and time information; and
 •  How? Any documentation, evidence, or other relevant information to support the concern or the source of evidence. The compliant submitted should be factual and should contain as much specific information as possible to allow proper assessment of the complaint.

If the Whistleblower feels that he/she cannot approach the HRD or Compliance Officer with his/her concerns, a written statement should be submitted at the postal address - 3rd Floor, 288A, Phase IV, Udyog Vihar, Sec -18, Gurgaon – 122015, in a sealed envelope marked ‘Strictly Private and Confidential and to be opened by the addressee only’ or an email should be sent to whistleblower@appliedenergytechnologies.com.

Investigation of a complaint:

Preliminary Investigation: The Head - HR in consultation with the Compliance Officer will evaluate and preliminarily investigate the complaint about the Malpractice received from a Whistleblower and its merits. The Head - HR and Compliance Officer will also write to the Whistleblower acknowledging the receipt of the complaint, request for further information, if required, and inform the Whistleblower about further investigations.  

In the event no merit is found in the complaint, the Head - HR and the Compliance Officer shall inform the Whistleblower in writing of the same with reasons for the lack of further investigations. It must be noted that the Company reserves the right not to investigate a complaint in the following scenarios:
(i) Disclosures not covered under “Malpractices” as defined in the Policy;
(ii) Malpractices without the following minimum information:
a) Location of the incident;
b) Timing of the incident;
c) Personnel involved;
d) Specific evidence or source of evidence; and
e)    Detailed description of the incident.

Investigation by Enquiry Committee: In the event further investigations are required basis the preliminary investigation, the Head - HR and Compliance Officer shall proceed as follows:

- The Head-HR and Compliance Officer of the Company shall inform the CEO of the Company of the complaint. The CEO shall then constitute an Enquiry Committee of three members, comprising of HR - Head and two more people heading two separate functions. In the event the complaint is made against the CEO, the Head -HR and Compliance Officer shall approach a director of the Company in this regard.
- The selection of functional heads, including HR - Head shall be done in such a way that there is no conflict of interest between the nature of complaint received and the members of the Enquiry Committee. E.g., if a complaint is received against an employee belonging to the Operations department, then Head – Operations or /COO cannot be a part of the Enquiry Committee.
- The Enquiry Committee shall be required to investigate the complaint based on the information furnished by the Whistleblower. The Enquiry Committee may at its discretion consider appointing an investigation team, internal or external parties for the purposes of the investigation. The decision to conduct investigation shall be treated as a neutral fact-finding exercise and all investigators shall be independent and unbiased in fact and as perceived. The investigators shall deprive their authority and access rights from the Compliance Officer and Head -HR during the investigation.
- The Enquiry Committee can also obtain information from internal/external sources as permitted by law, to effectively investigate the matter.
- Unless there are compelling reasons, the Enquiry Committee shall call/meet the employee against whom the allegations have been made (employee-under-investigation) and ask for his/her response to the complaint made by the Whistleblower. The employee who is the subject of the complaint shall cooperate with the Enquiry Committee, Compliance Officer, Head – HR, investigators investigating the complaint.
- The Enquiry Committee shall submit its findings based on its perusal of the information provided by the Whistleblower, response provided by the employee-under-investigation if any, and information obtained from other sources.
- The Enquiry Committee members may submit their findings unanimously or individually.
- The findings of the Enquiry Committee shall be shared with the board of directors of the Company which shall act upon these findings as it deems appropriate. The process of investigation should be completed normally within 90 days of the receipt of the complaint of a Malpractice.
- The decision made by the board of directors shall be final and it will be communicated to the Whistleblower.

The outcome of the investigation will be explained to Whistleblower, where the Company is able to do so, but certain parts of the outcome may contain confidential information relating to, amongst other matters, fellow employees, or financial information of the Company, and may not be made available to the Whistleblower.

Where the Enquiry Committee proposes to take no further steps in relation to the disclosure, Whistleblower will receive reasons for this decision in writing.

Any action such as disciplinary action or corrective action taken in relation to the complaint shall be based on the gravity of the matter. It may where necessary, be also evaluated by external professionals, referred to external auditors or relevant public/ regulatory/ statutory authority.  

Confidentiality:

The Company accepts anonymous reports and respects such need from the Whistleblower however, if the nature of the allegation is such that it makes it difficult for the Company to investigate the complaint, the Company may request the Whistleblower for further details. The Company will strictly protect the identity of the Whistleblower and, to the extent possible, hold the information in the strictest confidence.

There may be a situation where the investigation process may involve a report to be made to the police, which may reveal the source of information and a statement by the Whistleblower as part of the evidence. If the same is required and is feasible, the Company will notify the Whistleblower in advance. However, such notification may not take place in the event the disclosure of identity or information is required in because of compliance with any applicable law or regulation requirements, or by any relevant regulatory authority or by the order or directive of any court having jurisdiction over the Company or in order to conduct a proper investigation, in any case all information will be handled sensitively.

Protection against Disciplinary Action/No Retaliation:

This Policy is intended to encourage, facilitate, and enable raising of genuine concerns. We ask that you only provide information that, to the best of your knowledge, at the time that the information is provided, is correct and factual. No disciplinary action will be taken against the Whistleblower on the grounds of a disclosure made in accordance   with the procedure set out under the Policy where he/she is raising genuine and legitimate concerns/issues in good faith. Acting in “good faith” means acting with an honest belief and intention.
The Company will endeavor that the Whistleblower is not subject to disciplinary or adverse action for reporting a complaint under this Policy in good faith.

Appeal:

If any Whistleblower is victimized or harassed for reporting any genuine concern, he / she may file an application before the Head -HR and Compliance Officer seeking redressal of the matter. The Head -HR and Compliance Officer shall take appropriate action to attend to the complainant's concern. However, if the complainant feels that his / her concern has not been addressed by the Head-HR and the Compliance Officer as well as the Enquiry Committee constituted to investigate the matter, he / she may directly approach any director of the Company.

Malicious Complaints:

However, this will not prevent the Company from bringing disciplinary action (to the extent of dismissal) in cases where there are grounds to believe that a disclosure has been made maliciously or vexatiously or for personal gain or where an external disclosure is made in breach of this procedure without reasonable grounds. Further, this Policy may not be used as a defence by an employee if he/she is subject of any complaint.

Obligations of employees to cooperate in the investigation:

The employees shall cooperate and respond in good faith to any request for information during an investigation of a complaint under the Policy.

Applicability, Amendments and Other Powers:

This Policy will be effective from Feb 01, 2024. The Company has the right to amend, suspend or rescind this Policy anytime and shall inform the employees of such amendment in due course. In the event that there is ambiguity or any doubts in relation to the procedures set out in this Policy such ambiguities or doubts may be resolved in line with the broad intent of this Policy.

Reporting:

The matters relating to bribery and corruption of public officials should be additionally reported to the Company’s general counsel for their advice on compliances with Prevention of Corruption Act, 1988 and other applicable laws.  
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