Code of Business Conduct

Introduction

GreenCell’s business practices have been governed by integrity, honesty, fair dealing and full compliance with all applicable laws. GreenCell’s corporate business principles prescribes certain values and principles that has been established in the form of code of business conduct. wherein everything that the employee does, will be and should be, measured against the highest possible standards of ethical and legal business conduct, which should be adhered at all times, inside and outside of work.

Every GreenCell employee and those involved in doing business with the company is required and expected to read, understand and follow GreenCell’s code of business conduct, both in letter and spirit, always bearing in mind that they have a strong sense of responsibility towards themselves, their families, their stakeholders and societies.

The nature of this code is not meant to cover all possible situations that may occur. It is designed to provide a frame of reference against which to measure any activities. Employees should seek guidance when they are in doubt about the proper course of action in a given situation, as it is the ultimate responsibility of each employee to “do the right thing”, a responsibility that cannot be delegated.

The company will not tolerate any differences in its values or matters related to code of conduct hence any breach of the code of conduct will be treated as an act of gross misconduct which result in disciplinary action up to termination.

Employees should always be guided by the following basic principles:

Avoid any conduct that could damage or risk GreenCell or its reputation;

Act legally and ethically;

Put the company’s interests ahead of personal or other interests.

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Compliance to Country’s Laws and Regulations

Everyone is expected to acknowledge, respect and comply to the Indian laws and regulations. This includes compliance to customs and traditions and conformity to trade procedures, including licensing, documentation and other necessary formalities, as applicable.

The Company seeks to contribute to the social and economic development of the countries it operates in and therefore, all business activities should be conducted in an ethical manner and support in promoting the interest of societies at large.

If any individual or entity involved in doing business with the company commits an offence that violates the applicable country’s law; the contract of employment or service with the company will be subject to immediate termination regardless of any penalties applied as a result of criminal proceedings.

Employees must not use their position, or the relationships established in the course of their work to inappropriately influence or interfere with action being considered through an internal investigation or external law authorities.

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Health, Safety and Environment

GreenCell Mobility and it’s SPVs manages Health, Safety and Environment (HSE) responsibilities as a priority. We are committed to continually improve our HSE performance and manage HSE risks associated with our business activities, product and services by providing alternative sustainable and economical transportation to our customers. GreenCell Mobility and it’s SPVs aims to prevent accidents, incidents and occupational illness to people and the environment and deliver customer satisfaction.

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Anti-Corruption

GreenCell prohibits its employees and any other entity or person acting for or on behalf of GreenCell from offering, providing or receiving prohibited gratuities, bribes, gifts, entertainment, facilitating payments, or anything of value to or for the benefit of a government official or any other person contrary to anti-corruption laws or engaging in activities or transactions with sanctioned or blacklisted countries or individuals parties contrary to applicable sanction laws or engaging in any corrupt, fraudulent, coercive or collusive practice.

GreenCell takes zero tolerance approach to corruption and mandates its employees to act professionally, fairly and with integrity in all the business dealings and relationships.

GreenCell has established a detailed ‘Anti-Corruption’ policy to enhance and provide further guidance to the standards of conduct regarding bribery and corruption and outlines acceptable and non-acceptable behaviors to ensure compliance with anti-corruption and sanction laws.

This policy includes compliance with all laws, domestic and foreign, prohibiting improper payments, gifts or inducements of any kind to and received from any person, including officials in the private or public sector, customers and suppliers.

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Anti-Money Laundering

With a view to put in place standards of compliance for itself and its employees in respect to its activities and financial dealing, GreenCell has established a detailed ‘Anti-Money Laundering Policy’ and various procedures for the prevention of money laundering and terrorist financing and ensuring their effectiveness and compliance with all relevant and regulatory requirements.

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Prevention of Insider Trading

GreenCell has established a detailed ‘Code of Conduct for Prevention of Insider Trading’ in order to ensure the highest ethical standards whilst dealing with securities added to the restricted list / grey list by persons to whom it is applicable. The code also serves to implement the requirements of applicable regulations on such matters.

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Declaration of Fidelity and Secrecy

GreenCell has established a procedure for its Employees to make a declaration upon joining, of maintaining high level of fidelity and secrecy of any Trade Secret Information.

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Employee Fair Play and Equal Opportunities

The Company believes all its employees have the right to work in a safe and conducive work environment that is discrimination free.

GreenCell is committed to provide an environment which is free from harassment on the grounds of their race, caste, religion, color, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability and aims to be supportive of the dignity and self-esteem of individuals and where diverse talents can flourish.

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Care and Dignity – Prevention of Sexual Harassment

GreenCell is committed to create and environment in which all individuals are treated with respect and dignity and promote a gender sensitive work environment. Under no circumstances, GreenCell will tolerate any form of sexual discrimination and/or harassment and is committed to take all necessary steps to ensure that its employees are not subjected to any form of discrimination and/or sexual harassment.

A detailed policy has been put in place covering the provisions of recent legislation of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

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Whistle Blowing

GreenCell is committed to developing an open and transparent culture where it is safe for all employees to report their bona fide concerns about any perceived wrongdoing within the company. GreenCell has envisaged to provide an avenue for employees to confidentially disclose or report bona fide concerns over any perceived wrongdoing within the company to a person with supervisory authority.

A detailed policy has been put in place on Whistle Blowing and Protected Disclosures.

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Conflict of Interest

It is the company’s policy to avoid situations that create an actual, potential or perceived conflict between an individual’s personal interests and the interest of the company. Such conflict of interest exists when an individual’s loyalties or actions are divided between the company’s interests, or those of another, such as a competitor, supplier, customer or personal business.

GreenCell has put in place a broad framework on managing conflicts of interest everyone to ensure adherence to high ethical standards, and to avoid situations that create an actual or potential conflict between personal interests and the interests of the company.

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