Conflict of Interest Policy

1. General

G-Tech Infrastructure Private Limited(hereinafter referred to as "the Company") respects the privacy of all its workforce involving employees (including those on contract), subcontractors, sub-consultants and/or any other parties having business relations with the Company. However, the Company expects its workforce to conduct themselves ethically and with integrity and to avoid any conduct that results in a conflict of interest (Col) during normal course of conducting business.

1. Acknowledgement

Each staff member is required to sign a declaration form annexed towards the end of this policy stating that:

1. He/she has read and understands the Col policy;
2. He/ she will report to their line manager and/or project manager any past, present, or future relationship that may result in an actual or potential Col.

1. Purpose

The purpose of Conflict-of-Interest policy (hereinafter referred to as "the Polio/') is to provide guidance in identifying and handling actual or potential conflicts of interests involving the Company. In addition, the Policy aims to protect the integrity of the decision-making process of the Company by avoiding legal, financial, corporate, ethical and other Conflict of Interests.

1. Definitions
   1. "The Company" means G-Tech Infrastructure Private Limited.
   2. Conflict of Interest (Col)

Conflict of Interest for the purposes of this Policy is defined as any personal interest which may affect or be seen to affect impartiality in any matter relevant to duties. This expressly includes any family or friends who may benefit or be seen benefit personally, financially or professionally from your position within the Company or any of its projects.

Because of activities performed or relationships with other persons, either:

^“an individual is unable to render impartial assistance or advice to a client;

 an individual's objectivity in performing work for a client is ormight be impeded,

or;

^“an individual has an unfair competitive advantage.

3. Actual Col

Actual Conflict of Interest arises where there is real or material conflict between an individual and his or her responsibilities in the best interests of the Company. In short, personal/ private interests interfere with official responsibilities.

4. Potential (or Perceived) Col

Potential (or Perceived) Conflict of Interest exist in situations there is a reasonable perception (or view) that personal/ private interests may interfere with official responsibilities in future, based on current circumstances or change in circumstances.

1. Scope

This policy applies to the entire workforce in the Company involving employees (including those on contract), subcontractors, sub-consultants and/or any other parties having business relations with the Company. Also, this policy applies to all operations, dealings and transactions in all countries where the Company operates.

1. Policy
2. Policy Statement

G-TechCompany is committed to the transparent disclosure, management and monitoring of actual or potential conflicts of interest. All employees (including those on contract), subcontractors, subconsultants and/or any other parties having business relations with the Company's staff members are duty bound to avoid business, financial including procurement or other direct or indirect interests or relationships which conflicts with the interests of the Company or which divide his or her loyalty to the Company.

Any activity which even appears to present such a conflict will be avoided or terminated unless, after disclosure to appropriate levels, it is determined that the activity is not harmful to the Company or otherwise improper.

2. Policy Details

Without limiting the general scope of the policy, the following relationships and course of conduct will be deemed to involve a conflict of interest that violates such policy except in special circumstances that may be specifically approved by the Company's management.

 Concurrent employment with any other firm if such employment encroaches materially on time or attention that should be devoted to the Company's affairs.

1. Concurrent employment with any other firm or person that is a present or potential competitor, subcontractor, supplier of material or services, or customer of the Company.

• Holding by an employee or any member of the employee's immediate family of a financial interest in any competitor, supplier of material or services, or Client of Company to the extent that the employee's responsibilities include direct dealings with the competitor, supplier, or Client in his/her capacity as an employee of the Company (G-Tech Limited . ) The term "financial interest" includes any possible form of ownership or partial ownership.

1. Acceptance by an employee or his or her immediate family of membership on the board of directors of any competitor, supplier of material or services, Client of the Company or as a consultant or advisor to any such board of directors or to the management of such firm or person.

Lending money, guaranteeing debts, borrowing, or accepting gifts or favours so as to place an employee or his or her immediate family under obligation to a present or potential competitor, supplier of material or services, or customer of the Company.

1. Participation by an employee in any voluntary organisation, whether civic, professional, or otherwise, in which the employee may be expected to divulge privileged or confidential information or trade secrets of the Company or take any other action which may subvert the Company's interest, reputation, or goodwill.

• Speculative dealing by an employee or his or her immediate family in acquisition of an interest in a firm with which the Company, to the employee's and/or his or her immediate family's knowledge, is negotiating or contemplating negotiation for a merger or acquisition.
• Any misuse of confidential information available to or gained by an employee by reason of the employee's employment with the Company (G-Tech Limited). Confidential information includes information pertained to in non-disclosure agreements the Company (G-Tech Limited ) may sign from time to time with its clients.

1. Roles and Responsibilities
   1. Human Resources

Human Resources Department is responsible for implementation of this Policy and is accountable for establishing and maintaining ethical culture.

2. Head — Corporate Risk and Compliance

Head — Corporate Risk and Compliance is responsible for monitoring the obligations under this Policy, throughout the Company. Also, reports on the Company's principal consolidated actual and perceived Col situation on a periodic basis to the Senior Management.

3. Department Heads/ Managers

Department heads/ managers are required to take active steps to ensure that every individual staff member who are responsible to them are aware of the Policy and understand and adhere to this policy.

4. Individual Staff Member

Individual staff members have an obligation to review the interaction between their official responsibilities and their private and/or personal interests on a regular basis to ensure that they do not conflict. It is reiterated that responsibility for the disclosure of conflict-of-interest situations rests with the individual staff member.

5. Subcontractor/ Sub-consultant

Each subcontractor/ sub-consultant will verbally notify his/ her reporting manager of any actual or potential COI within 2 working days of receipt of a work assignment or task order. The Company may disclose specific Col circumstances to the Client.

The Company inserts the required Col flow-down clauses in each subcontract document. If requested by the Client, each subcontractor must prepare and follow an appropriate Col plan.

1. Disclosure

Staff members and other personnel are duty bound to disclose any and all actual or potential Col situations immediately upon identification. An individual can get in touch with following for recording the possible or actual Col issue:

1. Management of Conflict of Interest

As the Company representative, it is important to preserve fairness and independence of official decision making, at all times. Col situations do not necessarily indicate corruption or wrongdoing. However, if not managed appropriately, such situation can compromise a professional integrity or may lead to potential fraud situation.

On receipt of disclosure of actual or potential Col situation, the above-mentioned nodal officers will submit a report to the Managing Director, and Head - HR. The report shall summarise:

1. Whether the Conflict of Interest exists.
2. Nature of Conflict of Interest.

If the Conflict of Interest is found to exist, the management of the Company will provide an individual with an opportunity to resolve the Col situation, where circumstances so permit. The individual involved must cooperate to achieve a resolution to the conflict issues in the best interest of the Company. This may include the individual being reassigned to other work/project or removed from the decision-making authority with respect to the conflict situation, depending upon nature of the conflict. The resolution of the conflict will be at the discretion of the management of the Company.

Employees having fiduciary responsibilities — such as procurement should disclose to appropriate person (preferably his/ her line manager) private interests, past, present and future relationship that may result in actual or potential Col. Such disclosures will enable the managers to advise their team members on steps to appropriately manage risks through recusals, transfer of duties, etc.

For managing Co/ in Procurement, please refer guidelines on "Managing Conflict of Interest in Procurement of Services". The same is annexed with this Policy as Annexure B.

1. Awareness Training

To ensure that all staff members are aware of their responsibilities regarding Conflict of Interest, a plan for dissemination and awareness of this Policy among all employees of the Companyis critical. In this regard, AVP shall identify actual or potential organisational and personal Col situations and disseminate them to each staff member.

1. Interpretation of the Policy

This Policy cannot describe all Col situations that may arise involving the Company. Therefore, employees (and other individuals) must use their respective good judgment to avoid any appearance of impropriety.

If any individual has any question whether a transaction or course of conduct constitutes conflict of interest, it is the responsibility of that individual to obtain an advice from his/her line manager and act in accordance with that advice. Alternatively, the concerned individual can get in touch with the nodal officers listed under point (H) above or write to nikita@gtechinfra.into clear any misconceptions.

1. Policy Revisions

Any revisions in this Policy including amendments or changes under respective clauses will be duly notified to employees through email communication. Also, such revised Policy or notification/ circular/ internal communication on such revisions will be updated in the Policies section of the company and Corporate Website (www.gtechinfra.in). The employee shall be deemed to have read, understood and acknowledged the changes thereof which will supersede the terms of current Policy or any subsequent document/communication related to the Policy.

• Staff/Evaluation Team Member is required to evaluate a vendor through which s/he (or immediate family members) stands to benefit directly or indirectly, other than from the tasks to be carried out;
• Staff/Evaluation Team Member is required to evaluate a vendor in which s/he (or immediate family members) is a director, trustee or partner;
• Staff/Evaluation Team Member is required to evaluate a vendor through which s/he is subjected to any other situation that could cast doubt on his or her ability to perform the tasks impartially, or that could reasonably appear to do so in the eyes of a third party.

In each of the above-mentioned cases, Team Leader/Line Manager and Project Management Team would assess the materiality of the conflict of interest and decide whether any action, including removal by the concerned staff member from the evaluation process, is appropriate and necessary. In addition, any potential conflict of interest with the Company does not preclude any firm from bidding but in case it is mentioned upfront, the Company will ensure that concerned staff member is not a part of the evaluation process, as appropriate.

Any conflict of interest which could arise during the evaluation process and/or performance of the Contract must be immediately notified to Team Leader/Line Manager in writing without delay.

Where a Staff/Evaluation Team Member, becomes aware of any such situation which is not reported to Team Leader/Line Manger or where its felt that appropriate action has not been initiated by Team Leader/Line Manager, then the Staff/Evaluation Team Member, should immediately bring the same to the notice of AVP – G-tech ,who would maintain records and investigate such information and inform senior management, including HR, to ensure timely correctiveaction.

DECLARATION

I hereby declare that I have read and fully understood G-Tech Limited's Conflict of Interest (CoI) Policy, and I agree to comply with its terms in both letter and spirit.

To the best of my knowledge, neither I nor any member of my family has engaged in any activity, past or present, that would constitute a breach of this policy. I further commit to promptly notifying the designated nodal officer(s), either verbally or via email, of any potential or actual conflict of interest that may arise in the future.

Name:
Designation:
Company:

Signature

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