Whistle Blower Policy

1. Preamble

1.1AEON Integrated Building Design Consultants LLP (AIBDC) believes in conducting its affairs in a fair and transparent manner by adopting high standards of professionalism, honesty, integrity and ethical behaviour in the conduct of its constituents.

1.2The said Whistle Blower Policy has been adopted in pursuance of Section 177 of the Companies Act, 2013 and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which prescribe establishing a vigil mechanism for the Partners, stakeholders and employees to report genuine concerns regarding illegal or unethical practices.

1.3The Partners of AIBDC have adopted the Whistle Blower Policy so that the employees of the Firm have a secure mechanism to report any genuine concern regarding unethical and improper practices, irregularities, or suspected fraud or violations if they observe them. The employees of the Firm have a right to report any such concerns through this policy, knowing fully well that such an act of whistle blowing on his or her part would not lead to any discrimination or victimisation against him or her.

2. Definitions

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

This Policy or Policies

Refers to the Whistle Blower Policy.

Whistle-Blower

An employee making a disclosure under this Policy.

Alleged wrongful conduct

Unlawful, unethical or improper practice, act or activity.

Firm

AEON Integrated Building Design Consultants LLP, AIBDC.

Audit Committee

The statutory audit committee of AIBDC.

Code of Conduct

The code of conduct adopted by AIBDC.

Bona fide

Disclosure of a concern on the basis of a reasonable inference of unethical and improper practices or any other alleged wrongful conduct.

Designated Official

An official designated by the Management as the designated official for the purpose of this Policy. The role and responsibilities of the Designated Official are described in Section 4.

Disciplinary Action

A disciplinary action taken by AIBDC before, during and/or after the investigation.

3. Policy

Every employee of the Firm 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 Firm. The unlawful or unethical or improper practice or act or activity (hereinafter referred to as an "alleged wrongful conduct") may include, but is not limited to, any of the following:

• A violation of any law;
• Misuse or misappropriation of the Firm's assets;
• Incorrect financial reporting;
• A substantial and specific danger to health and safety;
• An abuse of authority.

No Partner, Associate, 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.

4. Roles, rights and responsibilities of Whistle-Blowers

4.1Whistle-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 Chairman of the Audit Committee has the right to act upon.

4.2Whistle-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.

4.3However, 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.

4.4Whistle-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.

4.5The identity of the whistle-blower will not be disclosed except where required under the law or for the purpose of the investigation.

4.6A 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.

4.7This policy may not be used as a defence by an employee against whom an adverse personnel action has been taken for legitimate reasons or cause under the Firm's 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.

5. Procedure

5.1Any communication in respect of alleged wrongful conduct concerning the employees should be addressed to the Chairman of the Audit Committee of the Firm.

5.2All alleged wrongful conducts should be reported in writing so as to ensure a clear understanding of the issues raised, and should either be typed and printed or written in legible handwriting in English.

5.3The Chairman of the Audit Committee will then have the alleged wrongful conduct investigated.

6. 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 Firm 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 Firm determines that a violation has occurred, the Firm will take effective remedial action commensurate with the nature of the offence. 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 Firm policy. The investigation shall normally be completed within 45 days of the receipt of the communication regarding alleged wrongful conduct.

7. Confidentiality

By this Policy, no Partner, Associate or Employee is released from their duty of confidentiality in the course of their work, nor is this a route for taking up personal grievances in respect of any situation.

8. Protection

No unfair treatment will be meted out to a Whistle Blower by virtue of his or her having reported an alleged wrongful conduct under this Policy. The Firm, as a policy, condemns any kind of discrimination, harassment, victimisation or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will be given to Whistle Blowers against any unfair practice. The Firm will take steps to minimise difficulties which the Whistle Blower may experience as a result of making the disclosure.

9. Disqualification

9.1While 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.

9.2Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made vexatiously by a whistle-blower knowing it to be false or bogus or with a mala fide intention.

9.3Whistle-Blowers who make any disclosures which have subsequently been found to be mala fide or malicious, or who make three or more disclosures which have subsequently been 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 an improper activity which the Chairman of the Audit Committee has the right to act upon.

10. Notification

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

11. Documents retention

All documents related to reporting, investigation and enforcement pursuant to this Policy shall be kept in accordance with the Firm's record retention policy and applicable law.

12. Modification

The Firm reserves its right to amend or modify this Policy in whole or in part, at any time, without assigning any reason whatsoever.

Annexure 1: Whistle-blower Committee

The Whistle-blower Committee shall comprise the following:

• Anish Rakheja, as chairperson of the Whistle-blower Committee;
• Head or Partner, as member of the Whistle-blower Committee; and
• Any other members as may be co-opted on a case-by-case basis by the chairperson of the Whistle-blower Committee for effective redressal of a concern.