1. OBJECTIVES
1.1. Keya Foods International Pvt. Ltd. believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior.

1.2. Section 177 of the Indian Companies Act, 2013 (“Act”) requires every listed company and such class or classes of companies, as may be prescribed, shall establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics in such manner as may be prescribed.

1.3. Accordingly, this Whistle Blower Policy ("the Policy") has been formulated with a view
to provide a mechanism for employees of Keya, to approach the Vigilance & Ethics
Officer / Chairman of the Chairperson of the Company with genuine concerns which affect the Company.

2. SCOPE
2.1. All employees (Permanent, Contract, trainees, apprentice etc.) Keya, located in different geographies can report the Protected Disclosures under the policy.

2.2. The Whistle Blower's role is that of a reporting party with reliable information and not required or expected to act as investigators or finders of facts. They should also not act on their own in conducting any investigative activities, they can participate in investigation if requested by the Investigator(s) or the Chairperson.

3. DEFINITIONS

3.1. The definitions of some of the key terms used in this Policy are given below.
Capitalized terms not defined herein shall have the meaning assigned to them under the Code.

3.2 "Chairperson" means a Director nominated by the Board of Directors to play the role of Committee for the purpose of Vigil Mechanism to whom other Directors sand employees report their concern if any.

3.3 "Employee" means every employee of Keya (Permanent, Contract, trainees,
apprentice) (whether working in India or abroad), including the Directors in the
employment of the Company.

3.4 "Investigators" or “the Investigator” mean those person(s) authorized, appointed, consulted or approached by the Chairperson and includes the auditors of the Company and the police.

3.5 “Investigating committee” means the committee appointed by the Chairperson to investigate into the allegations made by the whistle blower. It comprises of Senior Level Officers of Human Resources, Internal Audit, representative of the Division/ Department where the breach has occurred and an Independent Director, if applicable in case where the disclosure is of a serious nature.

3.6 "Protected Disclosure" means any communication made in good faith that discloses or demonstrates information that may evidence actions of an individual or a group of individuals that are against the ethics of Keya or any law of the land where the Protected Disclosure has been made.

3.7 “Vigilance and Ethics Officer” means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Chairperson for its disposal and informing the Whistle Blower the result thereof.

3.8 “the Company” Keya Foods International Pvt Ltd.

3.9 "Whistle Blower" means employees making a Protected Disclosure under this Policy.

4 POLICY GUIDELINES

4.1 Responsibilities of Whistleblower

4.1.1 Highlight to the company, the unethical practices that the he has become aware of sufficient cause for concern will be acceptable, although no proof is required.
4.1.2 Follow the listed procedure to highlight all or any concern.
4.1.3 It is advisable to state the whistleblowers name and relationship with the
company while disclosing the concerns.
4.1.4 The whistleblower shall cooperate with the Chairperson in the investigation, if asked by the Chairperson.
4.1.5 Any malicious actions or false disclosure or abuse of the policy shall result in disciplinary action.
4.1.6 Genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment

4.2 Procedure

4.2.1 A Disclosure can be made in writing, by way of email. Letters can be submitted by hand-delivery (in sealed envelope), courier or by post. All Protected Disclosures should be addressed to Mr. Rahul Kapani, Nominee Director, (hereinafter referred to as the Vigil Mechanism Director) at the following address of the Company:

Keya Foods International Pvt. Ltd.,
Unit no: 1010, Wing ‘B’,
Kanakia Wall Street, 10th floor,
Andheri-Kurla Road, Andheri East,
Mumbai 400093, Maharashtra, India.

4.2.2 Emails shall only be sent to the following Email id:
whistle.blower@keyafoods.com
4.2.3 The Protected Disclosure should be forwarded under a covering letter which preferably shall bear the identity of the Whistle Blower. The Chairperson shall detach the covering letter and discuss the Protected Disclosure with Members of the Board and if deemed fit, forward the Protected Disclosure to the Investigator of the Company for investigation on the complaint / Protected Disclosure received.
4.2.4 Protected Disclosures 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 and the urgency of a preliminary investigative procedure.
4.2.5 Once received, the Chairperson office will proceed to determine whether the allegations made in the Disclosure constitute a Malpractice by discussing with the Board of Director of the Company, if required. If the Chairperson determines that the allegations do not constitute a Malpractice, the Chairperson will record this finding.
4.2.6 If the Chairperson determines that the allegations constitute a Malpractice, it will proceed to investigate the Disclosure with the assistance of the Investigating committee comprising of Senior Level Officers (not below M7 level) where the breach has occurred;. If the alleged Malpractice is of a serious nature or required by law to be dealt with under any other mechanism, the Chairperson shall refer the Disclosure to the appropriate authority (including an external agency) under such mandated mechanism and seek a report on the findings from such authority.
4.2.7 The investigation may involve study of documents and interviews with various individuals. Any person required to provide documents, access to systems and other information by the Chairperson for the purpose of such investigation shall do so. Individuals with whom the Chairperson requests an interview for the purposes of such investigation shall make themselves available for such interview at reasonable times and shall provide the necessary cooperation for such purpose.
4.2.8 If the Malpractice constitutes a criminal offence, the Chairperson may bring it to the notice of the Board of Directors and take appropriate action including reporting the matter to the police, if required. The Chairperson shall conduct such investigations in a timely manner and shall submit a written report containing the findings and recommendations to the Board of Directors as soon as practically possible and in any case, not later than 90 days from the date of receipt of the Disclosure. The Board of Directors may allow additional time for submission of the report based on the circumstances of the case.
4.2.9 In case an external agency, not being a government agency, is recommended to reinvestigate the disclosure, the Board of Directors will appoint the agency..

4.3 INVESTIGATION

4.3.1 All Protected Disclosures reported under this Policy will be thoroughly investigated by the Investigator of the Company and / or Investigating Committee, if formed, who will investigate / oversee the investigations under the authorization of the Chairperson. “Principles of Natural Justice” shall be adhered in the process of investigation. Confidentiality, objectivity, fairness and justice shall be ensured during the investigation processes.

4.3.2 The investigation shall be completed normally within 90 days of the receipt of the Protected Disclosure.

4.4 DECISION
If an investigation leads the Chairperson to conclude that an improper or unethical act has been committed, the Chairperson shall submit a report to the Board and shall direct the management of the Company to take such disciplinary or corrective action as the Chairperson deems fit.

4.5 REPORTING

The Investigator shall submit a report to the Chairperson on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.

4.6 AMENDMENT

4.6.1 The Company Secretary/ Chief Financial officer/ Head Finance/ Business Head of the Company is the custodian of the Policy.
4.6.2 The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.
4.6.3 Any amendments to the policy shall be done in consultation with CFO, Company Secretary, Head HR, Head Internal Audit, Business Head and Chairperson appointed by the Board.