Code of Business Conduct and Ethics

1. WHAT IS CODE OF BUSINESS CONDUCT AND ETHICS (“COBCE”)

 Integrity is telling oneself the truth and honesty is telling the truth to other people. COBCE is designed to help employees recognize and deal with ethical issues in their work. WiproKPM’s policy is to comply with all applicable laws and regulations, being committed to conducting business in an ethical manner and acting with integrity in dealing with our customers, suppliers, partners, competitors, employees and its other stakeholders. Part II of this COBCE details the specific policies and procedures of WiproKPM.

2. HOW TO USE THIS CODE?

Consider this COBCE as a guide to help whenever you have a question about ethics or if you are faced with an ethical dilemma. COBCE may not address all the situations which employees may encounter in their day-to-day work. It is also not always easy to determine the ethical or “right” thing to do in a particular situation. Sometimes, because of the highly complex rules and regulations that govern the way you do business, a decision is not clear-cut. You are encouraged to exercise good judgement in your decision-making and when in doubt, feel free to approach the designated Ombudsperson or independent committee established to address your concern, if available. For example, approach the POSH committee for concerns in relation to sexual harassment at the workplace.

 3. APPLICABILITY

COBCE is applicable to all Wipro Kawasaki Precision Machinery Private Limited (“WiproKPM” or “Company”) employees (core, contract, retainer, consultant or any other category) and members of the Board of Directors and suppliers, where applicable. WiproKPM includes all subsidiaries and affiliate companies. WiproKPM requires its suppliers, service providers, agents, channel partners (dealers, distributors and others) to conduct their businesses in a legal and ethical manner. Senior Management Team of WiproKPM (hereinafter “Management”) may administer compliance review process/programs to promote WiproKPM’s commitment to integrity and values as set forth in the COBCE and to ensure compliance with applicable laws, rules, and regulations. These programs will guide employees on improved awareness of WiproKPM policies and procedures for ethical business conduct, help them resolve concerns and report suspected violations. Managers are responsible for supporting implementation of ethics and business conduct programs and monitoring compliance of WiproKPM’s values and ethical business conduct guidelines through such programs.

All employees must abide by the COBCE. Employees are encouraged to ask questions, seek guidance, report suspected violations, and express concerns regarding compliance with the COBCE and the related procedures. All new hires must read COBCE policy as part of their induction and it is also important for them to confirm having read and understood before beginning their work. If any employee has concerns regarding confirmation they are advised to discuss their concerns with their Supervisor or human resources. In any case, employees must follow and abide by the COBCE.

“Management” shall be constituted by all of the following personnel – CEO, CFO, and all leaders of WiproKPM.

4. WHERE TO GO FOR HELP?

 WiproKPM’s endeavour is to foster an environment of open and honest communication. So, if an employee has a concern about a legal or business conduct issue, s/he has options. What should an employee do if s/he has a question or concern about compliance and integrity standards? The important thing is for her/him to ask the question or raise the concern.

Employee’s immediate supervisor is usually a good place to start with a compliance or integrity issue. However, Employees are encouraged to raise all their concerns to the Ombudsperson even if there is a doubt about whether the issue amounts to a violation of this COBCE.

5. GENERAL EMPLOYEE RESPONSIBILITIES AND CONDUCT

• Always conduct yourself in a professional, honest, and ethical manner when representing WiproKPM.
• Familiarize yourself with the contents of this COBCE and related company policies, especially those relevant to your role and responsibilities.
• Complete all mandatory trainings in a timely manner, and stay informed about current ethical standards, legal requirements, and company expectations. Training completion may be monitored and shared with authorized internal teams (such as audit and compliance) and, where applicable, with third parties including clients, particularly where WiproKPM certifications are relied upon in place of client-specific training.
• Promptly report any concerns or suspected violations of laws, regulations, the COBCE, or company policies to , to the Ombudsperson.
• Fully cooperate with investigations and audits, providing complete and truthful information. Do not alter or destroy any records in connection with, or in anticipation of, an investigation.
• To uphold fair competition by avoiding any conduct that restricts market competition or violates competition laws. They must not engage in price-fixing, bid-rigging, market division, boycotts, or share sensitive commercial information with competitors. All interactions with competitors must be justified, limited, and documented.

6. ETHICAL LEADERSHIP

If you are in a leadership position at WiproKPM, you are also expected to meet the following additional responsibilities:

• Lead by example. Managers are expected to exemplify the highest standards of ethical business conduct
• Support implementation of ethics and business conduct programmes and monitor compliance of Wipro’s values and ethical business conduct guidelines through such programmes.
• Help create a work environment that focuses on building relationships. Recognize effort and value mutual respect and open communication.
• Communicate to employees and business partners (such as dealers, distributors, agents) about how the COBCE and policies apply to their daily work.
• Be proactive. Look for opportunities to discuss and address ethics and ethically challenging situations with team members.
• Create an environment where everyone feels comfortable asking questions and reporting potential violations of the COBC and policies.
• Never ask another or pressure anyone to do something that is in violation of the COBCE.
• Be aware of the limits of your authority and do not take any action that exceeds those limits.
• Delegate authority only where permissible and never delegate authority to any individual who you believe may engage in unlawful conduct or unethical activities.
• If you supervise third parties, ensure that they understand their ethics and compliance.

7. DUTY TO SPEAK UP

We cannot live up to our commitments of acting with integrity if employees, as individuals, do not speak up when they feel the need. That is why, in addition to knowing the legal and ethical responsibilities that apply to a job, employees are encouraged to speak up if:

• Employees are unsure about the proper course of action and need advice.
• Employees believe that someone acting on behalf of WiproKPM is doing or may do something that violates the law or WiproKPM’s compliance and integrity standards.
• Employees believe that they may have been involved in a possible misconduct.

8. COOPERATING WITH SURVEYS, INVESTIGATIONS AND INQUIRIES

The company will promptly investigate all credible reports of misconduct. Also, using both internal and external resources, WiproKPM conducts surveys and audits to assess risks and enhance compliance. All employees are required to cooperate fully and truthfully with designated audit and investigations professionals. Regular purging of documents is in order except if an investigation is in progress and a document preservation or hold notice is issued. Never mislead any investigator and never alter or destroy documents or records in response to an investigation.

• Trained experts will be assigned to conduct the investigation.
• The facts of the case will be uncovered through interviews and document reviews.
• Unless authorized, you should never conduct an investigation yourself.
• Unless authorized do not disclose any information about an investigation.
• Investigators recommend appropriate action, if needed, to Management of WiproKPM. If action is necessary to correct the situation and prevent a recurrence, the company will take corrective steps including disciplinary action against the erring employee up to and including dismissal.

9. PREVENTING RETALIATION

At WiproKPM, we are committed to fostering a culture of transparency and integrity, where employees feel safe to speak up without fear. Managers and leaders must listen to concerns raised in good faith, respond appropriately, and ensure that no retaliatory action is taken against individuals who report suspected misconduct or participate in related proceedings.

Employees are encouraged to raise concerns even if they are unsure or lack detailed knowledge, if they believe something may be unethical or in violation of company policy. What matters is the good faith with which a concern is raised.

Retaliation of any kind is strictly prohibited. Neither WiproKPM nor any of its officers, managers, or employees will discharge, demote, harass, discriminate against, or otherwise take adverse action against anyone for:

• Assisting in or cooperating with an investigation, audit, or legal proceeding;
• Reporting a concern in good faith;
• Providing information regarding a suspected violation of the COBCE or applicable laws.

WiproKPM takes all claims of retaliation seriously. Such claims will be thoroughly investigated, and if substantiated, those involved in retaliation will face disciplinary action, up to and including termination of employment. In all cases, anonymity of the person making such a report will be strictly protected.

If you believe you have experienced or witnessed retaliation, you should report the incident promptly through the Ombudsperson.

10. LIMITATION TO THE CODE OF BUSINESS CONDUCT AND ETHICS

COBCE is, at places, more restrictive than the applicable laws and regulations, and employees are required to abide by the COBCE even when it imposes requirements that go beyond legal obligations. If employees are uncertain of the applicable legal requirements or if they believe that they are subject to conflicting legal obligations, they must bring the matter to the attention of the legal and compliance team of the Company immediately.

11. CUSTOMER RELATIONS AND INFORMATION

Customers purchase our services and products because they trust them. They trust the quality of our services and products, they trust their value, and they trust that we will stand behind what we sell and deliver. We must preserve that trust. WiproKPM has a fundamental responsibility to ensure that customers have faith in the quality of our services and products. It is the primary responsibility of every employee to make sure that our services and products are consistently of the highest quality.

Our responsibilities:

• Each of us must ensure that we follow our rigorous product safety and quality standards.
• Any concerns about product safety or quality must be immediately reported. It is the job of every employee to make sure that consumers get what they expect—and pay for.
• Do not create misleading impressions in any advertising, marketing, sales materials or presentations.
• Do not make false or illegal claims about competitors or their services and products.
• Promise what you can deliver and deliver on what you promise.
• If you are in a leadership position at WiproKPM, you have an obligation to monitor the quality of our supply chain to ensure that the products we sell meet all external safety and quality standards, as well as our own high standards.

WiproKPM considers the protection of customer data not just a legal obligation but a matter of respect and trust. Safeguarding personal and sensitive data is an integral part of maintaining customer confidence.

Our Responsibilities:

• Use and access personal data only for legitimate business purposes and on a need-to-know basis.
• Protect the confidentiality of personal information of customers, former customers, business partners, and job applicants.
• Return or dispose of customer information when no longer needed, following internal retention policies.
• Ensure any cross-border transfer or third-party sharing of data complies with applicable local laws and data protection standards.
• Apply special handling protocols to sensitive personal data such as medical records, social security details, and financial information.
• Never forward business or customer information to personal email accounts or use public filesharing platforms for storage.
• Immediately escalate any data breach, inquiry, or complaint related to customer data to the appropriate internal team via the designated incident reporting system.

12. SUPPLIER SELECTION

WiproKPM’s suppliers make significant contributions to our success. To create an environment where our suppliers have an incentive to work with WiproKPM, they must be confident that they will be treated lawfully and in an ethical manner.

Our policy is to select suppliers and make purchases based on need, quality, service, price and other terms and conditions. We select significant suppliers through a competitive bid process where all supplier relationships are conducted by way of appropriate written contracts.

We believe in doing business with suppliers and business partners who embrace and demonstrate high standards of ethical business behaviour and who share our commitment to environmentally sustainable practices and human rights. WiproKPM will not establish a business relationship with any supplier if its business practices violate local laws and does not comply with our Supplier Code of Conduct.

Our responsibilities:

• If you are in a leadership position at WiproKPM and work with our suppliers and business partners, you must ensure that they have received a copy of the Supplier Code of Conduct. Communicate to our suppliers our standards for high performance in ethics, anti-corruption, human rights, health, safety and the environment.
• Be vigilant and watch out for any signs of our business partners violating applicable law or regulations, including local employment, anti-corruption, environmental, health and safety laws.
• Each of us who works with suppliers must make decisions in the best interest of WiproKPM and our customers based on performance criteria, not for any personal benefit or gain.
• Cooperate with audits of suppliers and stop purchasing from those not making real progress towards meeting our standards.
• Respect and protect the confidential and proprietary information of suppliers.
• Document all supplier relationships in appropriate written contracts.
• Disclose any situation that may appear to involve a conflict and remove yourself from making or influencing a purchasing decision.

Further information: Supplier selection: Supplier code of Conduct

1. POLICY ON BUSINESS RELATIONSHIPS

WiproKPM, as an international business organization, is required to interact and transact with a variety of business organizations including international organizations and governments in different jurisdictions. By maintaining the highest level of corporate integrity through open, honest and fair dealings, WiproKPM earns trust for its products and services from all stakeholders and every person with whom WiproKPM comes in contact.

WiproKPM will only obtain and conduct business legally and ethically. The quality of our products and the efficiency of our services at the most competitive prices are our greatest tools in marketing our business. Profits do not justify unfair/ unethical business tactics. Employees must uphold the highest standards of integrity in all third party dealings. The world today is moving towards ethical business strategies, whether it is WiproKPM’s customers, investors, suppliers, employees or any other stakeholder; everyone is looking for dependability and protection of their interests. Hence, honesty is not only the best policy but it is the best and everlasting business policy.

No person to whom the COBCE applies must give, offer, promise to offer, or authorize the offer, directly or indirectly (proxy bribing), anything of value (such as money, shares, goods or service) to government officials, customers, potential customers, foreign officials including officials of any public international organizations which could be regarded as influencing any business decision or to obtain improper advantage. Business courtesy such as Gifts or Entertainment shall not be offered by WiproKPM employees that could be regarded as influencing any business decision, or creating appearance of misconduct. WiproKPM shall not involve itself or tolerate any business practice which is not in line with the Policy on Business Relationships.

A contribution or entertainment must never be offered in a circumstance appearing improper. But some very modest gifts, with a value not exceeding USD$ 50 or equivalent currency may be acceptable if they meet the following criteria:

• They are consistent with accepted business practices.
• They do not violate applicable law.
• They cannot be reasonably construed as payment or consideration for influencing or rewarding a decision or action.
• Their public disclosure would not embarrass WiproKPM.

2. GIFT POLICY

In general, no Gifts shall be offered to any customers, vendors, Government Officials etc.

Exceptions:

• Customary Gifts of value lower than or equal to the Acceptable Limit.
• Business lunch (or breakfast or dinner) at WiproKPM cafeteria or externally of a reasonable value may be provided to customers, visitors and business contacts/associates.

Relationship with the Government Officials Extra care and caution needs to be taken when dealing with Government Officials. No Gifts or other benefits including Entertainment shall be offered to Government Officials which could be considered as influencing any business decision or to obtain improper advantage.

Exceptions:

• Provision of local conveyance to the Government Officials while they are visiting our campus for any inspection/ audit. However, this would require prior approval of your immediate Supervisor.
• Business lunch: Same rules as applicable to visitors and business contacts.

Note: Giving any gifts that could influence or could reasonably give the appearance of influencing WiproKPM’s business relationship with or having a potential conflict of interest is prohibited.

Employees are required to report correctly in their expense reports, all expenses for any Gifts given or Entertainment provided as part of any normal and acceptable business practice in the course of their employment, and must accurately state the purpose for the expenditure.

WiproKPM’s accounting records and supporting documents must accurately describe and reflect the nature of the underlying transactions.

Any agents acting on WiproKPM’s behalf must also never give a Gift of any kind to anyone doing business with WiproKPM or seeking to do business with WiproKPM that is not within the Acceptable Limit. Third party suppliers and consultants are also expected to follow this Policy in letter and spirit and not indulge in any “proxy bribing”.

For a better understanding of the category of Giving and Receiving Gifts under the policy, we have further classified this into three categories:

• Usually OK
• Always Wrong
• Always Ask / Always Hand Over

Giving Gifts

Receiving Gifts

An employee may accept Gifts up to the Acceptable Limit per source per occasion, so long as the aggregate market value of the Gifts received (under this rule) from one source does not exceed the Acceptable Limit in a calendar year.

Buying Down:

If an employee is offered a Gift that has a value over Acceptable Limit, he/she shall not “buy the gift down” to the Acceptable Limit. For example, if you are offered a ticket in excess of the Acceptable Limit to watch a game, you must not pay $15 to whoever is offering the ticket and then accept the ticket under the Acceptable Limit.

Gift Disclosure Tracker

If you are about to offer any Gift or Entertainment falling under the category of ‘Always Ask’, you are required to follow the prior approval process for the offer of such Gift or Entertainment, which needs to be obtained from the Ombudsperson of the Company and thereafter also disclose the offer of such Gift or Entertainment in the Gifts Disclosure Tracker. If you are about to receive or have received any Gift or Entertainment or have been offered a Gift or Entertainment falling under the category of ‘Always Hand Over’, you are required to disclose the receipt of such Gift in the Gifts Disclosure Tracker.

3. Conflict of Interest Policy

The term ‘conflict of interest’ refers to situations in which financial or personal considerations may compromise, or have the appearance of compromising our judgment of professional activities. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of WiproKPM. Situations of actual or potential conflicts of interest are to be avoided by all employees. Personal involvement with a competitor, client, or subordinate employee of WiproKPM that affects an employee’s ability to exercise good judgment for WiproKPM creates an actual or potential conflict of interest.

Some examples of potential conflicts of interest are:

• Working directly or indirectly either as an officer, employee, consultant or agent for a competitor or client;
• Engaging in an activity that is in competition with WiproKPM, Wipro or Kawasaki
• Using proprietary or confidential information of Wipro/Kawasaki or WiproKPM for personal gain;
• Having a direct or indirect financial interest in a competitor or client;
• Unauthorized use, or disclosure, employee’s knowledge of WiproKPM’s customers, suppliers, vendors, etc. for personal advantage;

Any employee involved in any of the above types of relationships or situations must immediately and fully disclose the relevant circumstances to the Ombudsperson of the Company for a determination as to whether or not an actual or potential conflict exists.

Employees at WiproKPM must devote their full attention to the business interests of the Company. Employees are not allowed to engage in any activity that interferes with their performance or responsibilities to WiproKPM or is otherwise in conflict with or prejudicial to the interests of the Company. It is a conflict of interest to serve as a director of any company that competes with WiproKPM. Although an employee may serve as a director of a WiproKPM supplier, customer, developer, or other business partner, our policy requires that one must first obtain approval from WiproKPM’s Board of Directors before accepting a directorship.

As a general rule, employees must avoid conducting WiproKPM’s business with a relative (which includes a ‘significant other’) or a business in which a relative is associated in key role. If such a related-party transaction is unavoidable, employees must fully disclose the nature of the related-party transaction to the Management of WiproKPM and/or Board of Director of WiproKPM and take the prior consent.

Key related-party transactions, particularly those involving WiproKPM’s directors or executive officers, will be reviewed and approved in writing in advance by WiproKPM’s Board of Directors and the company will report all such key related-party transactions under applicable accounting rules and Indian laws. Any dealings with a related party must be conducted in a way that no preferential treatment is given to this business.

Outside publication of books, articles or manuscripts which relate in any way to WiproKPM’s business by an employee will require prior approval of the WiproKPM Management and Board of directors of the Company. If the author publicizes the fact that s/he is an employee of WiproKPM, the publication must state that: ‘The views expressed in this article/presentation are that of mine and WiproKPM does not subscribe to the substance, veracity or truthfulness of the said opinion’.

On a case-by-case basis, employees may be permitted to work for Non-Governmental Organizations, clubs and charitable institutions. The employee must ensure that his/her services do not affect WiproKPM’s interest. The employee must not accept remuneration for any service rendered by him/her except reimbursement of expenses that has been incurred by him/her for providing the service (travel expenses, lodging, boarding, etc).

If a proposed transaction or situation raises any questions or doubts, employees shall consult the Ombudsperson of the Company.

Employment of Relatives

Members of an employee’s immediate family may be considered for employment on the basis of their qualifications. Immediate family members may be hired, if such employment would:

• Not create a direct supervisor/subordinate relationship with a family member.
• Not create a conflict of interest.

The purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisor/subordinate relationship. Willful withholding of information regarding a prohibited relationship/reporting arrangement may be subject to corrective action, up to disciplinary action including termination. If a prohibited relationship exists or develops between two employees, both employees involved must bring this to the attention of the Management of WiproKPM Human Resources or Ombudsperson of the Company.

This policy must also be considered when assigning, transferring or promoting an employee. For the purpose of this policy, immediate family includes: parent (including step parent), grandparent, spouse, son, daughter, sibling (including half or step brother or sister), mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law, and daughter-in-law and stepchild. This policy also applies to close personal relationships.

Employees who marry or establish a close personal relationship with another employee may continue employment as long as it does not result in the above. If one of the situations outlined above shall occur, attempts will be made to find a suitable position to which one of the employees will be transferred. If accommodations of this nature are not feasible, the employees involved will be permitted to determine which of them will resign.

Outside Employment

It is not the intent of WiproKPM to restrict the activities of employees on their own time. A policy on outside employment is deemed necessary to prevent conflicts of interest, consistent with applicable state law. Therefore, every employee of WiproKPM shall not work for either a competitor or supplier of WiproKPM. Employees shall not engage in any outside employment, including any self-employment or independent contracting activities that might conflict with scheduled hours, overtime hours (when required), or the proper performance of their job functions for WiproKPM, including emergency work, or otherwise restrict employees to respond to the needs of WiproKPM or its clients. In no event shall any employee actively engage in self-employment or independent contracting activities in competition with WiproKPM.

Similarly, weekend work by employees for remuneration may also fall out of the conflict and needs prior approval after examining the matter. Approval shall be obtained from Supervisor and followed by an email with cc to HR Head.

If employees have any questions about this policy, or if employees believe a conflict of interest exists or may be interpreted as existing, please raise a concern through to the Ombudsperson of the Company.

4. CONTROLLERSHIP POLICY

a. Financial Reporting, Internal Controls & Procedures and Disclosure

WiproKPM is committed to making full, fair, accurate, timely and clear disclosure on relevant material aspects of its business including periodic financial reports that are filed with or submitted to regulatory authorities. These filings may be required under applicable laws. These filings should comply with applicable government laws, rules and regulations.

WiproKPM’s responsibility to its shareholders requires that all transactions be fully and accurately recorded in WiproKPM’s books and records in compliance with the established accounting policies and procedures at WiproKPM as well as the Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS) or any other applicable standards of accounting and reporting adopted by the company. Recording or approving false or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation is strictly prohibited.

All payments shall be approved and made only with the intention that payment is for the actual purpose stated in the relevant supporting documents. Inaccurate records can adversely impact WiproKPM in many ways, including weakening of internal controls over financial reporting. Hence, these are strictly prohibited.

Our Responsibilities:

• Ensure all business and financial records truthfully reflect the underlying transactions and events. Never falsify, alter, or omit data that could mislead internal or external users.
• Be accurate, complete, and truthful when preparing or submitting any records, including expense reports, time sheets, safety data, and quality results.
• Avoid early, late, or false recognition of sales, as well as improper deferral or inflation of liabilities, revenue, or assets.
• Do not approve or record false or misleading entries, unrecorded funds or assets, or payments lacking appropriate supporting documentation.
• Do not maintain undisclosed or unrecorded funds, accounts, or liabilities under any circumstances.
• Always ensure the purpose of any payment is clearly stated and backed by appropriate documentation. Payments must be made solely for legitimate business purposes.
• Maintain financial entries that are clear, complete, and do not disguise the nature of any transaction.
• Avoid speculation, legal conclusions, or derogatory remarks in business records and communications. Be objective and factual.
• Only sign documents, including contracts, if you are authorized to do so and if you are confident that the content is accurate and truthful.

Why should we maintain accurate business records?

• Support good decision-making within WiproKPM,
• Strengthen the company’s internal controls over financial reporting,
• Ensure compliance with regulatory obligations,
• Safeguard the company from legal, financial, and reputational risks.

Violations of this policy, including falsification of records or failure to maintain proper documentation, may result in disciplinary action, up to and including termination, and could lead to legal liability for both the individual and the company.

b. Company Assets and Time

Protection of Company Assets:

All employees are responsible for safeguarding the tangible and intangible assets of WiproKPM and shall seek to protect WiproKPM’s assets from misuse, theft, fraud or damage or loss.
Assets include physical property, intellectual property of WiproKPM or client, electronic communication devices like computers, software applications, internet and intranet connections, teleconferencing/video conferencing facilities, facsimiles, telephones, PDAs and other electronic communication devices and facilities for email, voice mail, SMS/text messages, instant messaging and all other proprietary and confidential information of WiproKPM. Misappropriation or unauthorized disclosure of WiproKPM’s assets is a breach of employee’s duty to the Company. Any suspected loss, misuse or theft of WiproKPM’s assets must be reported to the Ombudsperson of the Company.

Manner & Use of Company Assets & Time:

In regard to electronic communication devices, WiproKPM may monitor and record your use of company equipment and services at any time. However, Company does not guarantee any right to privacy even on personal mails routed through WiproKPM’s IT systems and networks. Employees must be aware of and comply with password controls, non-sharing of password information and periodic password changes to prevent unauthorized access as per the guidelines prescribed under WiproKPM’s Information Security Policy.

Personal use of WiproKPM’s assets and time in regard to electronic communication devices may be permitted within the following guidelines:

• The use is reasonable.
• There is no incremental cost to WiproKPM on account of the use of WiproKPM’s assets and time or such cost is minimal.
• Charges for personal use of telephones are declared and paid up by employee as per the prevailing policy or practice of the Company (for e.g. declaring and paying for personal long-distance telephone calls).
• The use does not result in any illegal activity.
• The use does not intend to cause or cause harm to the business or reputation of WiproKPM or any individual associated with the Company.

5. POLICY ON INTELLECTUAL PROPERTY

WiproKPM’s employees shall adhere to it by constantly innovating on processes, products, systems etc. All employees have an utmost obligation to themselves to identify and protect the intellectual properties, trade secrets and other confidential information owned by WiproKPM.

By Intellectual Property Rights (“IPR”) it means generally patented or potentially patentable inventions, trademarks, service marks, trade names, copyrightable subject matter, and trade secrets. All employees must be aware of and comply with WiproKPM procedures necessary to safeguard these assets, including complying with any agreement relating to intellectual property and confidentiality signed upon the commencement of or during employment.

All employees are responsible for complying with the requirements of software copyright licenses related to software packages used in fulfilling job requirements.

In addition to protecting WiproKPM’s own intellectual property rights, WiproKPM respects the valid intellectual property rights of others. Employees must use proprietary material of others only under valid license and only in accordance with the terms of such a license.

Unauthorized receipt or use of the intellectual property of others may expose WiproKPM to civil lawsuits and damages. Employees are advised to follow all WiproKPM procedures, including those governing the appropriate handling of unsolicited intellectual property.

In the event any violation or potential violation of the foregoing sections are noticed, Employees must promptly report to the Ombudsperson. As regards licensed software or any “free¬ware” or “free-trial” third-party software to be downloaded from the internet, employees are strictly advised to follow the controls and procedures laid by WiproKPM. Employees must ensure that Third Party Intellectual Property could be used only in accordance with the license agreement. Information/data available in the public domain can be relied on but mere duplication of the same in any presentation must not be done.

6. POLICY ON FREE AND FAIR COMPETITION/ANTITRUST

WiproKPM shall compete only in an ethical and legitimate manner and prohibits all actions that are anti-competitive or otherwise contrary to laws that govern competitive practices in the marketplace. As WiproKPM’s business interests are spread across the world, WiproKPM may be subject to competition laws of various jurisdictions and all employees shall comply with the same. Most countries have well-developed bodies of law designed to encourage and protect free and fair competition. WiproKPM is committed to adhering to these laws both in letter and spirit. These laws often regulate WiproKPM’s relationships with its distributors, resellers, dealers and customers.

Competition laws generally address the following areas: pricing practices (including price discrimination), allocating customers, bids, territories, refusing to sell to particular customer or buying from a particular customer, exchange price information, discounting, terms of sale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships, product bundling, restrictions on carrying competing products, termination and many other practices. Competition laws also govern, usually quite strictly, relationships between WiproKPM and its competitors. As a general rule, contacts with competitors shall be limited and shall always avoid subjects such as prices or other terms and conditions of sale, customers and suppliers.

Employees, agents or contractors of the company must not make any false or misleading statements regarding its competitors or the products of its competitors, customers or suppliers. WiproKPM must not enter into agreements/ discussions with competitors about any matter relating to competition between company and its competitor, such as sales prices, marketing strategies, market shares and allocation of market, territories, supply and sources or customers. WiproKPM shall not enter into agreements with the competitors that affect prices they charge, as it may constitute illegal price-fixing which is prohibited under the competition laws. WiproKPM shall not enter into any agreements that are in restraint of trade, prices, quality of products or services or in any manner monopolize any part of trade or commerce by controlling the supply of a product or service with the intention to control its price or to exclude competitors from the market. However, participating with competitors in a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimate purpose, and has limited its activities to that purpose.

Employees must ensure that distributors or agents selling WiproKPM’s products entering into any accepted practices, like bundling of products, discounts on the market price, free gifts etc., shall do so only with the express permission of WiproKPM. WiproKPM and its employees shall not initiate or encourage boycotts of specific products or services or arbitrary refusal of dealing with designated customers or suppliers or bids or the intent to bid or even discuss or exchange information on these subjects. All sales and promotional efforts must be free from misrepresentations.

WiproKPM shall sell its products and services on their own merits and not disparage with competitor’s products or services. WiproKPM and its employees shall not conduct themselves in such a manner that is perceived as Industrial espionage or commercial bribery, “fixing” or “rigging” bids on any competitive sales or purchases. WiproKPM and its employees shall not denigrate competitors and their products, and only with care and prudence, make fair and factually based comparisons on attributes such as price and performance.

Further, employees shall not be encouraged to disclose confidential information that is associated with his previous employment.

The purpose of this policy is to maintain WiproKPM’s reputation as a lawful competitor and to help ensure the integrity of the competitive marketplace. WiproKPM expects its competitors to respect its rights to compete lawfully in the marketplace, and WiproKPM must respect their rights equally. WiproKPM employees, agents and contractors may not steal or unlawfully use the information, material, products, intellectual property, or proprietary or confidential information of anyone including suppliers, customers, business partners or competitors.

When entering into joint ventures, marketing and distributorship agreements, bundling of goods and services, acquiring a new product, technology, brand or business approval of the Board of the Directors the Company.

To ensure that WiproKPM complies fully with these laws, each of us shall have a basic knowledge of them and shall involve the legal and Ombudsperson of the Company early on, when questionable situations arise.

7. FOREIGN CORRUPT PRACTICES ACT (“FCPA”) COMPLIANCE POLICY

Background and to whom it is applicable The anti-bribery provisions of the FCPA make it unlawful for a U.S. person, to make a corrupt payment to a foreign official for the purpose of obtaining or retaining business for or with, or directing business to any person. Since 1998, they also apply to foreign firms and persons who take any act in furtherance of such a corrupt payment within the territory of the U.S.

The FCPA applies to any individual, firm, officer, director, employee or agent of a firm and any stockholder acting on behalf of a company.

Under the FCPA, the US jurisdiction over corrupt payments to foreign officials depends upon whether the violator is an “Issuer” or “domestic concern” or a foreign national or business. “Domestic concern” is any individual who is a citizen, national or resident of the U.S. or any corporation, partnership, association, joint-stock company, business trust, unincorporated organization, or sole proprietorship with its principal place of business in U.S.

What is prohibited; Criteria applicable FCPA prohibits paying, offering, promising to pay (or authorizing to pay) money or anything of value to foreign officials, political parties, political officials or any candidate for foreign political office with the intent of:

• Influencing any act or decision
• Inducing the official to do or omit to do any act in violation of his or her lawful duty
• Obtain any improper advantage; or
• To induce an official to use his or her influence improperly to affect or influence any act or decision.

A foreign official is any officer or employee of a foreign government, a public international organization, any department or agency thereof, or any person acting in an official capacity. Any payments made in order to assist the firm in obtaining or retaining business or directing business to any other person will fall out of this law.

It is to be noted that:

• The terms dealing with obtaining or retaining business are interpreted broadly by the Department of Justice;
• The business to be obtained or retained does not need to be with a foreign government or foreign government body; and
• An offer or promise to make a corrupt payment can constitute a violation of this statute; the focus is on intent or purpose of the offer or payment rather than what actually happens after that.

Third-Party Payments

FCPA prohibits corrupt payments through agencies or intermediaries. It is important for WiproKPM to follow the usual business due diligence procedure while selecting agents or intermediaries to represent WiproKPM.

Exceptions

There are exceptions to the above for “facilitating payments” to expedite a routine administrative action to which a person is otherwise entitled. It is important for employees to understand the difference between a bribe and facilitating payment.

Sanctions

Penalties for violating the FCPA include:

• Criminal fines imposed on companies up to $2 Million.
• Criminal fines imposed on individual officers, directors, agents or shareholders up to $100,000 and imprisonment up to 5 years. (It is to be noted that there is a possibility that under the Alternative Fines Act, these fines may be actually quite higher — the actual fine may be up to twice the benefit that the defendant sought to obtain by making the corrupt payment. Any fines imposed on individuals may not be paid by their employer or principal).

Other than the penalties which may be imposed (as set forth above), there are several other liabilities that may be faced by a company violating the FCPA, including:

• Facing a private cause of action for treble damages under the Racketeer Influenced and Corrupt Organizations Act (RICO);
• Being barred from doing business with the Federal government. (An Indictment alone can lead to suspension of the right to do business with the government);

Further Information / Questions Any further information required on this statute is available on the Department of Justice’s website: http://www.usdoj.gov/criminal/fraud/fcpa/dojdocb.htm Employees are required to obtain the opinion of the Ombudsperson of the Company before taking any actions which may be reasonably considered to be in breach of this statute.

8. ANTI MONEY LAUNDERING POLICY

At WiproKPM, we are committed to conducting business with integrity and in compliance with all applicable anti-money laundering laws and regulations across the jurisdictions in which we operate. Money laundering is a serious financial crime with global implications, often linked to organized crime, terrorism, drug trafficking, corruption, and financial fraud.

We prohibit any involvement—intentional or otherwise—in activities that may be construed as money laundering or that may inadvertently facilitate the movement of illicit funds.

What is Money Laundering?

Money laundering refers to the process of taking illegally obtained funds—from criminal activities such as tax evasion, corruption, terrorism, trafficking, or fraud—and disguising their origin by passing them through a complex sequence of banking transfers or commercial transactions to make them appear legitimate.

Involvement in money laundering, whether direct or indirect, can result in significant civil, administrative, and criminal penalties for the company and the individuals involved.

We do not and will not knowingly do business with individuals or entities who are involved in or suspected of money laundering or terrorist financing. All employees and third parties must remain vigilant and immediately report any suspicious behavior or transactions to the Compliance team.

WiproKPM is committed to:

• Full compliance with global AML laws and regulations;
• Not facilitating, participating in, or concealing any money laundering-related activity;
• Preventing use of our products, services, or operations for criminal financial activity

Red Flags: When to Be Cautious:

Employees should be alert to potential indicators of suspicious behavior, including but not limited to:

• Reluctance by a customer, vendor, or third party to disclose the identity of the beneficial owner, or to provide complete and accurate information or documentation.
• Inconsistent or unverifiable documentation, including fake or multiple tax identification numbers.
• Transactions involving jurisdictions unrelated to the business, or fund transfers from or to high-risk countries without a clear business rationale.
• Complex deal structures without reasonable justification or explanation.
• Requests for unusual payment arrangements, such as large cash payments, payments to unrelated third parties, or use of virtual currencies without approval.

If you become aware of any suspicious transaction or behaviour, do not attempt to investigate or confront the parties involved. Instead, escalate the matter immediately to the Ombudsperson of the Company for further review.

WiproKPM will ensure full support, anonymity and protection to employees who, in good faith, report AML concerns.

9. GLOBAL TRADE POLICY

At WiproKPM, we are committed to conducting international business in full compliance with all applicable global trade laws and regulations, including those related to import and export controls, customs compliance, economic sanctions, anti-boycott regulations, and anti-money laundering laws that govern cross-border transactions.

We understand that global trade is subject to complex and dynamic legal requirements. Each employee has a responsibility to remain informed and seek expert guidance when engaging in any activity involving cross-border movement of goods, services, software, or technology.

We will not engage in trade or business practices that:

• Violate import/export controls, trade sanctions, or embargoes;
• Involve restricted parties or prohibited end uses;
• Are designed to circumvent customs or documentation requirements;
• Support illegal trade boycotts;
• Facilitate money laundering or terrorist financing through cross-border payments.

We take our global trade obligations seriously, and violations can result in severe civil and criminal penalties for the company and for individuals.

Our Responsibilities

All WiproKPM employees involved in international business transactions must:

• Understand and comply with all applicable import, export, and customs laws, including those of India and other countries in which WiproKPM operates.
• Maintain accurate and complete import/export and customs records at each business location.
• Consult with the Legal and Finance Department before transferring or exporting any goods, software, technology, or technical data, especially when involving sensitive products or countries subject to restrictions.
• Conduct screenings of customers, vendors, and third parties to ensure that WiproKPM does not do business with sanctioned or restricted individuals, groups, or entities listed on government watchlists (e.g., OFAC, UN, EU, or Indian government lists).
• Remain alert to suspicious cross-border payments, including use of personal rather than business accounts, cash or cash equivalents where electronic transfers are the norm, or payments from high-risk or unrelated jurisdictions.
• Avoid participation in prohibited foreign boycotts that are not sanctioned by the Government of India or relevant international organizations.
• Seek prior approval from the Legal, Financial and Taxation Department before entering into business in new countries or regions unfamiliar to WiproKPM.

At WiproKPM, compliance with global trade laws is non-negotiable. Each employee plays a critical role in safeguarding our business from legal and financial risks associated with crossborder transactions. We expect all employees to act with integrity and exercise diligence in every international dealing.

10. POLICY ON ELECTRONIC RESOURCES USAGE

The purpose of this policy is to make sure that employees utilize electronic communication devices in a legal, ethical and appropriate manner. Electronic communication devices are provided to employees for business purposes and to enable employees to perform official responsibilities more efficiently. Employees may be allowed to use electronic communication devices for reasonable personal purposes.

Employees must ensure that the content of text, audio or images that they place, send or forward over the internet or intranet are:

• Not inappropriate, obscene or capable of harassing others,
• Not have a racial or sexual slur, political or religious solicitations.Employees must not indulge in any unlawful activities such as:
• Accessing unauthorized resources,
• Hacking,
• Introducing any computer contaminant or computer virus, and
• Committing any other acts that may disrupt use of the electronic resources.

Misuse of electronic resources by employees may result in the breach of confidentiality obligations or violation of the Intellectual Property rights relating to WiproKPM or third parties. Employees must ensure that all proprietary material acquired by use of the electronic resources have been obtained through valid licenses from the suppliers or proprietors. WiproKPM may monitor and record your use of company equipment and services at any time. However, WiproKPM does not guarantee any right to privacy even on personal mails routed through WiproKPM’s IT systems and networks.

11. POLICY ON INFORMATION SECURITY

At WiproKPM, we are entrusted with a wide range of confidential and sensitive information essential to the success and integrity of our business. This includes proprietary data related to:

• Pricing and financial strategies
• Research and development
• Products and production methods
• Human resources and internal policies
• Technical know-how and trade secrets

The unauthorized disclosure, theft, or mishandling of such information can lead to serious legal, financial, and reputational consequences for both WiproKPM and individual employees. Every employee and contractor has a duty to safeguard confidential information, whether in electronic format or as physical documents.

Information Security Responsibilities

To ensure the confidentiality, integrity, and availability of sensitive information, WiproKPM expects employees to adhere to the following standards:

When Handling Physical Documents:

• Securely store all sensitive documents in locked cabinets or restricted-access areas.
• Use document control measures such as serial numbering or sign-out logs where applicable.
• Collect and dispose of hard-copy materials securely after use, in accordance with company protocols.

When Using Electronic Devices and Data:

• Use strong, unique passwords and encryption tools to protect files and systems.
• Regularly back up data and protect devices against disasters (e.g., blackouts, cyberattacks, natural events).
• Report any loss, theft, or unauthorized access of devices or information immediately to your supervisor and the Information Security or IT team.
• Do not open suspicious emails or attachments without verifying the sender with the appropriate department.
• Access only authorized systems, websites, and applications—avoid potentially malicious content or unknown platforms.

Online Behavior and Social Media:

• Refrain from posting or commenting about WiproKPM or its business on social media in a way that may reveal confidential or sensitive information.
• Always consider whether your online presence may be interpreted as representing the company.

Post-Employment Obligations:

• Do not use or disclose confidential information obtained at WiproKPM after your employment ends.
• Information learned at prior employers should never be used at WiproKPM unless explicitly authorized and legally permissible.

In Case of a Suspected or Actual Data Breach:

• Immediately inform your supervisor.
• Contact the Information Security, Legal, or IT team.
• Follow internal escalation procedures to contain and mitigate the impact.

12. POLICY ON PRIVACY AND CONFIDENTIALITY

One of the biggest concerns in the present era is protection of confidential and personal information that is collected and disseminated. WiproKPM understands that protection of all confidential information is essential. WiproKPM is committed to protecting business and personal information of a confidential nature obtained from clients, associates and employees.

“Confidential information” includes but is not limited to the following types of information (whether or not reduced to writing): WiproKPM’s trade secrets, inventions, computer programs and related data and materials, drawings, file data, documentation, diagrams, specifications, know-how, processes, formulas, models, flow charts, research and development procedures, test results, marketing techniques, materials and development plans, price lists, pricing policies, business plans, client lists, vendor lists, client agreements, vendor agreements, financial information and projections and employee files and other information related to manufacturing process, human resources and benefits systems and content, hypertext, and expert systems activities. Third Party may also furnish information to WiproKPM concerning their respective business affairs, finances, properties, methods of operation or other data which are not in the public domain and which are proprietary or confidential.

Accordingly, Confidential Information also includes any information described above which WiproKPM obtains from a Third Party and treats and/or has an obligation to treat as confidential or designates as Confidential Information, whether or not owned or developed by the company. Confidential Information also includes all trade related information, trade secrets, employee related information, strategies, administration, research in connection with the company and commercial, legal, scientific, technical data that are either provided to or made available to the employee by WiproKPM, to facilitate his work, or that the employee is able to know or has obtained access by virtue of his employment or position with WiproKPM.

Employee shall never accept information offered by a third party that is represented as confidential, or which appears from the context or circumstances to be confidential, unless an appropriate nondisclosure/confidentiality agreement has been signed with the party offering the information. The Legal team of the Company or CFO can provide nondisclosure agreements to fit any particular situation.

The unauthorized release of confidential information can cause WiproKPM to lose a critical competitive advantage, embarrass relationships with customers. All such confidential information must be accessed, stored, and transmitted in a manner consistent with WiproKPM’s policies and procedures. The inappropriate release of such confidential information may diminish WiproKPM’s rights to such information; provide implied rights to others without our knowledge. Employees ensure that they disclose confidential information only to those persons who are authorized to receive such information and that too only on a need-to-know basis. Employees shall ensure necessary confidentiality agreements are in place prior to sharing or disclosing any confidential information with a third party.

Employees who have access to proprietary and confidential information must take every precaution to keep it confidential. Every employee shall protect the reputation of the company, its employees and its products.

13. PROTECTING PERSONAL INFORMATION AND EMPLOYEE PRIVACY

At WiproKPM, we recognize that the privacy and protection of personal information are fundamental to maintaining trust both within our workforce and with those we do business with. As data privacy regulations become increasingly stringent across the globe, we are committed to ensuring that personal data is handled lawfully, ethically, and with the utmost care. WiproKPM collects, processes, and stores personal information in accordance with law.

To fulfill our commitment to protecting personal data, all employees of WiproKPM must:

• Collect personal information only for legitimate business purposes, and retain it only for as long as necessary to meet those purposes or comply with legal obligations.
• Handle personal data securely during collection, processing, storage, transfer, and destruction
• Limit access to personal information strictly to those within the organization who have a legitimate business need to know.
• Take appropriate safeguards when sharing personal data with colleagues or third-party service providers, ensuring they understand and uphold WiproKPM’s privacy standards.
• Engage third parties only after confirming their ability and willingness to meet our data privacy expectations through appropriate contractual agreements and due diligence.
• Respect individuals’ rights by allowing employees, where applicable, to access, review, and correct their personal data held by the company.
• Adhere to all document retention and destruction policies, ensuring that personal information is not kept longer than necessary and is disposed of in a secure manner.

Key Principles for Handling Personal Information

• Lawfulness and Transparency – Process data fairly and in a way that is clear to the individual.
• Purpose Limitation – Use data only for the purpose for which it was collected.
• Data Minimization – Collect only what is necessary for the intended business purpose.
• Accuracy – Ensure that data is accurate, up-to-date, and corrected when needed.
• Security and Confidentiality – Apply robust security measures to prevent unauthorized access or misuse.
• Accountability – Be prepared to demonstrate compliance with applicable laws and WiproKPM policies.

Protecting Employee Data

As part of our responsibility to each other, we treat all employee data—such as contact details, performance records, health information, and compensation data—with the same level of care and respect we expect for our own.

We must ensure:

• Personal data is not disclosed without proper authorization.
• HR, IT, Legal, and other relevant teams are consulted when processing sensitive employee information.
• Systems used to store personal data are protected with appropriate access controls and encryption where required.

Consequences of Non-Compliance

Failure to comply with data protection obligations can expose WiproKPM and its employees to legal, financial, and reputational risk. Disciplinary action, including termination of employment, may be taken in cases of intentional or negligent misuse of personal information.

14. POLICY ON EMPLOYMENT, WIPROKPM’S EQUAL EMPLOYMENT OPPORTUNITY, POLICY PROHIBITING DISCRIMINATION & HARASSMENT

WiproKPM is committed to the highest standards of openness, probity and accountability. WiproKPM’s greatest asset is its employees. WiproKPM is committed to attracting, retaining, and developing the highest quality and most dedicated work force possible in today’s market. WiproKPM strives to hire and promote people on the basis of their qualifications, performance, and abilities, and is determined to provide a work environment free of any form of illegal discrimination both direct and indirect, including, but not limited to, sexual harassment. Further, WiproKPM is committed to maintaining a workplace where each employee’s privacy and personal dignity are respected and protected from offensive or threatening behavior including violence.

WiproKPM endeavors to offer equality of opportunity to all employees and not to engage in or support discrimination in hiring, compensation, access to training, promotion, termination or retirement based on ethnic and national origin, race, caste, religion, disability, age, gender or sexual or political orientation. Only exception to this rule is where we are required under the law to have localization obligations or to adopt affirmative action in a particular geography.

All employees shall ensure that the concepts of equal employment opportunity and nondiscrimination are well understood, abided by and carried out by everyone. Any employee with questions or concerns about any type of discrimination in the workplace is encouraged to bring the issue to the attention of the Ombudsperson of the Company.

WiproKPM perceives harassment as a form of discrimination that is offensive, undermines the integrity of employment relationships and causes serious harm to the productivity, efficiency and stability of the organization. Harassment may include (but is not limited to) making unwelcome sexual advances, sending or displaying obscene or racist materials, or sending or telling offensive jokes or comments, verbally or otherwise. Harassment can be verbal, physical or visual behavior where the purpose or effect is to create an offensive, hostile or intimidating environment. WiproKPM endeavors to ensure a congenial environment where employees can work without any inhibition and contribute their best without fear or favour. Any employee who engages in such prohibited conduct will be subject to disciplinary action.

Employees shall refrain from taking discriminatory actions or decisions which are contrary to the letter or spirit of COBCE.

If employees believe that they have witnessed or are being subjected to discrimination or harassment, they shall immediately report the matter using the reporting procedures as mentioned in COBCE. WiproKPM views reports of retaliation seriously. Anyone found to have retaliated against another individual will face disciplinary action.

In addition, the Company will not tolerate sexual harassment by or against third parties on the Company’s premises.

Employees are encouraged to raise concerns internally and at a high level and to disclose information, which the individual believes shows impropriety, abuse or wrongdoing.

What constitutes Harassment?

Conduct of a physical, verbal or non-verbal nature when:

• it is unwanted; and/or
• it has the purpose or effect of violating another’s dignity or creating an intimidating, hostile, degrading, humiliating or offensive environment for another; and/or submission to such conduct is implicitly or explicitly a term or condition of an individual’s continued employment; and/or
• submission to such conduct is implicitly or explicitly a term or condition for decisions which could affect promotion, salary or any other job condition; and/or
• such behaviour creates an intimidating, hostile or offensive work environment for one or more individuals.

Harassment may constitute discrimination if it is based on race, colour, gender, sex national origin, religion or philosophical belief or on any other discriminatory basis not authorized by law, it is then unlawful.

Types of Sexual Harassment

Conduct Constituting Prohibited Sexual Harassment May be Classified in Two Ways:

• Quid Pro quo sexual harassment is defined as sexual advances, requests for sexual favours, and/or verbal or physical conduct of a sexual nature when submission to such conduct is either explicitly or implicitly:
  1. a condition for advancement
  2. a factor in performance evaluation
  3. a condition for receiving any benefit given by the Company
• Hostile Environment sexual harassment is defined as sexual advances, requests for sexual favors, and/or verbal or physical conduct of a sexual nature, when such conduct is unwelcome to the person to whom it is directed or to others directly aware of it and when such conduct is:
  1. Intimidating, threatening or offensive; and
  2. Sufficiently severe, persistent, and pervasive enough to interfere with an employee’s work environment.

A hostile environment may be created through either verbal or nonverbal acts:

Verbal conduct of a sexual or racial nature or relating to disability or sexual orientation, unwelcome advances, propositions or pressure for sexual activity, offensive flirtations, lewd comments or abusive language which denigrates or ridicules, insults which are gender or race-related or which relate to sexual orientation (including racist or sexist name-calling) and offensive comments about dress, appearance or physique, and the writing and/or sending of written materials, including e-mails, of an offensive nature and includes verbal and written harassment through jokes, racist remarks, offensive language, gossip and slander, threats and letters.

Non-verbal conduct of a sexual or racial nature or relating to disability or sexual orientation – the display of pornographic or sexually suggestive pictures, offensive objects or written materials, the display of sexually or racially offensive written or visual material, hostility to employees on the grounds of their race or gender or disability or sexual orientation or other unacceptable non-verbal conduct which denigrates a person. Employees may refer for further details and grievance address procedure to the POSH committee.

In order to facilitate an environment where there is equal opportunity, Employees must ensure that:

• they co-operate with any measures introduced to develop equal opportunities;
• they respect the sensitivities of others. Note that political beliefs are not covered in this policy
• they refrain from taking discriminatory actions or decisions which are contrary to the letter or spirit of this policy and for employees of managerial status that they ensure that – those who report to them also comply with the policy, and do not instruct, induce or attempt to induce or pressurize other employees to act in breach of this policy.

Breaches of Company’s equal opportunities policy and procedures will result in Company’s disciplinary procedure being invoked against the individuals responsible or involved.

Drugs and Alcohol

Any employee, who is found to be under the influence of or using or possessing illegal drugs on WiproKPM or customer premises or while conducting WiproKPM’s business, is subject to disciplinary action, including possible termination. While conducting WiproKPM’s business, employees are advised not to be under the influence of alcohol or other similar substances or improperly use medication in any way that could diminish — or raise questions concerning —ability to perform their job or result in their doing things that might be harmful to WiproKPM.

15. RESPECT FOR DIVERSITY IN HUMAN RESOURCES

At WiproKPM, we recognize that our people are our most valuable asset. We are committed to creating a workplace where all employees are treated fairly, respectfully, and equally, enabling each individual to contribute their unique talents and reach their full potential.
We embrace the diversity of our workforce including the different values, skills, perspectives, and experiences each person brings. We believe that diversity fuels innovation, enhances creativity, and strengthens our competitive edge.

Respecting Individual Differences

WiproKPM is committed to maintaining an inclusive work environment where all individuals can thrive, regardless of:

• Race or skin color
• Gender or gender identity
• Age or nationality
• Social origin or ancestry
• Sexual orientation
• Marital status
• Religion or political belief
• Disability or health condition
• Or any other characteristic protected by law

We foster a culture that supports diverse work styles and empowers employees to balance their professional and personal lives through flexible work arrangements and a supportive environment.

Zero Tolerance for Discrimination or Harassment

Discrimination or unfair treatment of any kind has no place at WiproKPM. This includes discriminatory behavior in hiring, work assignments, compensation, access to training, disciplinary decisions, or any other workplace activity.

In addition, we recognize that excessively long working hours can negatively affect employees’ health and wellbeing and ultimately harm the business. We strive to promote healthy work-life balance and sustainable productivity.

Violations of labour laws or anti-discrimination regulations may result in severe legal and disciplinary consequences, including penalties for the company and individuals involved, and irreparable reputational harm.

Reporting Concerns

If you witness or experience any form of discrimination, exclusion, or violation of our workplace values, you are encouraged to report the concern:

First to Human Resources or Management. If unresolved, escalate to the Ombudsperson as outlined in the applicable section of this policy

16. POLICY ON SEPARATION

Employees will retire from the services of WiproKPM on completion of 58 years of age or in accordance with the law for the time being in force in the country of employment. In India, the retirement age is 60 years in case of a person engaged in the management category prior to January 1, 1967 or promoted to management category prior to June 1, 1975. Employee will retire on the last day of the month in which he/she attains the age of retirement as above.

Employees leaving WiproKPM other than on normal retirement are required to serve a notice to WiproKPM for the period specified in their employment contract or as applicable to their class. The Human resources Department of the Company shall conduct a structured exit interview in the week prior to employee’s final settlement. The finding at the interview is to be recorded and filed in the employee’s folder. Employees shall not be eligible to take any leave or sponsorship for training and development programs and trade fairs during the notice period. However, leave based on merits and within reasonable limit may be provided, subject to eligibility, by the Human resources Department of the Company.

Any employee may be terminated from service for grave misconduct, illegal activities or integrity lapse by the appropriate authority after an enquiry conducted in accordance with principles of natural justice.

17. POLICY ON MEDIA AND ADVERTISEMENT

To facilitate the achievement of our vision, apart from achieving our business plans, it is necessary to communicate our plans and achievements in the most effective manner through the media to our investors, customers, both, existing and potential, and to the community at large in which WiproKPM operates. This policy is important not only from the context of evolving and maintaining an effective relationship with the media but for legally safeguarding the information released to the media.

No person other than the Management of the Company after due authorisation by the Board of Directors shall attempt to speak or share or communicate any non-public information regarding WiproKPM with media, analyst, investors or anyone outside WiproKPM. If any employee is contacted for an interview, comments, or other information by the media, analyst, investor or anyone outside WiproKPM, employee must speak only if they have been authorized or refer them to the Management of the Company. Under no circumstances must an employee attempt to speak on a no name basis. In this context it is important that all statements to the media shall be true and fair.

ADVERTISEMENT:

WiproKPM acknowledges that advertising is an essential instrument for effective brand building and communicating with the consumers. In accordance with WiproKPM’s corporate philosophy it is necessary to ensure that all advertisements of WiproKPM’s products and services are done ethically and in a legitimate manner. Advertising must not misrepresent, nor deceive or be likely to mislead the consumer, as to the character, quantity, composition or safety of the product advertised. WiproKPM requires every employee to protect all trademarks, brand names and other proprietary material of WiproKPM, Wipro, Kawasaki and of third parties. Employees are required to abide by the policies and guidelines issued by the Corporate Brand of WiproKPM as necessary. WiproKPM shall not disparage products or services of competitors and shall avoid political or religious remarks in advertisements.

18. POLICY ON ENVIRONMENT, HEALTH AND SAFETY

WiproKPM takes environmental consciousness a step further. WiproKPM believes that employees in WiproKPM are environment conscious and contribute to preserving nature (at a higher level) as well as danger-proofing our own respective work areas. All of us are responsible for conducting safe and environmentally sound operations. Fundamentally, this is in the interest of our own and other’s quality of life. There is a direct impact on the environment through our daily consumption needs of natural resources via energy, water & other inputs in our process.

WiproKPM recognizes its responsibility as a global citizen to assess and minimize the impact of its business activities to reduce environmental impact and protecting eco-systems upon which all life depends, while advancing economic development.

Eco policies not only indicate positive environmental stewardship, but also present business opportunities such as innovative products and investments in sustainable forestry and renewable energy.

Environment performance and Corporate Social Responsibility is an integral part of WiproKPM. To accomplish this, we will;

• Comply with all applicable environment and related laws, regulations, codes of practices and other requirements
• take appropriate measures to identify, assess and manage the environment impacts of our existing and planned operations
• Conduct business that achieves a balance or integration of economic, environmental and social imperatives while at the same addressing stakeholder expectations.
• Ensure seamless integration of marketplace, workplace, environment and community concerns with business operations in order to support sustainable development.

As regards Health & Safety, WiproKPM promotes employee well-being as a strategic value and fundamental component in its success and is considered more than a traditional occupational health and safety. WiproKPM takes appropriate measures to prevent workplace injuries and ill health and to provide employees with a safe and healthy working environment by considering evolving industry practices and societal standards of care. WiproKPM assesses and manages the Health and Safety impacts and eliminate unreasonable risks of its existing, new activity or project, design and production of products & services.

If you discover an unsafe or harmful situation at work, promptly stop it if possible and report it to your supervisor or the relevant departments., or Emergency Response Team (ERT) member in your office immediately about any unsafe equipment, or any situation that could pose a threat to health and safety, or damage the environment. All employees have the right and responsibility to stop any work they feel may be unsafe.

19. POLICY ON MAINTAINING/MANAGING RECORDS

The purpose of this policy is to set forth and convey WiproKPM’s business and legal requirements in managing records, including all recorded information regardless of medium or characteristics. Records include paper documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm or all other media. WiproKPM is required by the central, local, state, federal, foreign and other applicable laws, rules and regulations, to retain certain records and to follow specific guidelines in managing its records. Civil and criminal penalties for failure to comply with such guidelines can be severe for employees, agents, contractors and WiproKPM, and failure to comply with such guidelines may subject the employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at WiproKPM’s sole discretion.

20. POLICY ON RECORDS ON LEGAL HOLD

A legal hold suspends all document destruction procedures in order to preserve appropriate records under special circumstances, such as litigation or government investigations. WiproKPM’s Management determines and identifies what types of WiproKPM records or documents are required to be placed under a legal hold. Every WiproKPM employee, agent and contractor must comply with this policy. Failure to comply with this policy may subject the employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at WiproKPM’s sole discretion. WiproKPM’s Management will notify employees if a legal hold is placed on records for which they are responsible.

21. POLICY ON LOBBYING

Employees, agents or contractors whose work requires lobbying communication with any member or employee of a legislative body or with any government official or employee in the formulation of legislation must have prior written approval of such activity from WiproKPM’s Management. Activity covered by this policy includes meetings with legislators or members of their staffs or with senior executive branch officials. Preparation, research, and other background activities that are done in support of lobbying communication are also covered by this policy even if the communication ultimately is not made.

Examples of lobbying activities

The list is not exhaustive but it is intended to provide general, practical guidance. Lobbying activities include oral, written or electronic communications to a government official or government employee regarding:

• Formulation, modification, or adoption of a legislation, rule, regulation, executive order, policy or position of the Government; or
• The administration or execution of a legislative program or policy; and the nomination or confirmation of a person to the government.

Lobbying activities do not include:

• A speech, article, publication or other material that is distributed and made available to the public through a medium of mass communication; or
• Request for a meeting, a request for the status of an action, attending a meeting upon a request of an administrative body, or other similar administrative request; and
• Information provided in writing in response to an oral or written request, or in response to a request for public comments in any registers of the government departments.

22. POLICY ON INSIDER TRADING

The purpose of this policy is to ensure that all employees of WiproKPM understand and comply with applicable laws prohibiting insider trading. We are committed to maintaining the integrity of the financial markets and the trust of our stakeholders by promoting transparency, fairness, and accountability.

Policy Statement

Employees, officers, and directors of WiproKPM may not use confidential or material nonpublic information for personal benefit, including buying or selling securities, or sharing such information with others who may then trade based on it (“tipping”).

Any misuse of insider information is a serious violation of both company policy and securities law, and may result in disciplinary action, including termination and legal consequences.

Material Non-Public Information

Material information is any information that a reasonable investor would consider important when deciding whether to buy, sell, or hold a security. This includes, but is not limited to:

• Financial results and forecasts
• Mergers, acquisitions, or divestitures
• Major business developments or strategic plans
• Changes in executive leadership or key management
• Significant contracts gained or lost
• New product launches or regulatory approvals
• Legal or regulatory developments impacting the company

If this information is not yet made available to the public, it is considered material non-public information.

Unpublished Price Sensitive Information (UPSI)

Unpublished Price Sensitive Information (UPSI) is information relating directly or indirectly to a company that is not yet public and which, if disclosed, would likely impact the company’s stock price. Examples include:

• Earnings results before official disclosure
• Insider knowledge of major investments or exits
• Confidential business partnerships or legal proceedings

Employee Responsibilities

All employees of WiproKPM must adhere to the following responsibilities to ensure compliance with insider trading regulations:

• Do not trade in WiproKPM securities, if applicable or those of any partner company while in possession of material non-public information.
• Do not tip others, intentionally or unintentionally, by sharing inside information.
• Maintain confidentiality and share material information only on a strict need-to-know basis.
• Avoid short selling, or trading in derivatives (such as puts, calls, or options) involving WiproKPM stock if you are classified as an insider.
• Participate in training and remain informed of updates to the policy and relevant regulations.
• Consult the Compliance Officer before engaging in any securities transactions if there is any doubt regarding your access to UPSI.

Trading Compliance for Insiders

Employees who have access to material non-public information are considered insiders. Such individuals must comply with the WiproKPM Code for Prevention of Insider Trading, which outlines:

• Pre-clearance procedures for trades
• Trading window restrictions
• Mandatory disclosure obligations

Insiders must not trade during blackout periods or when they are in possession of UPSI.

Confidentiality and Tipping

Even casual discussions, social media activity, or informal communications involving confidential information may be considered tipping, which is illegal. Employees must exercise discretion in all conversations, both inside and outside the workplace.

23. POLICY ON GOVERNMENT CONTRACTS

WiproKPM’s policy is to comply fully with all applicable laws and regulations that apply to government contracting. It is also necessary to strictly adhere to all terms and conditions of any contract with central, local, state, federal, foreign or other applicable governments. The Management of the Company and the Board of directors shall review and approve all contracts with any government entity.

24. POLICY ON ELIMINATION OF CHILD LABOUR.

WiproKPM’s policy is not to support child labor. WiproKPM is committed to implementing the provisions of the Child Labour (Prohibition and Regulation) Act, 1986. WiproKPM is aware of social reality of the existence of child labor and recognizes that this evil cannot be eradicated by simply setting up rules or inspections. Towards this end, WiproKPM is committed to work in a pro-active manner to eradicate child labor by actively contributing to the improvement of children’s social situation. To promote this, WiproKPM encourages its suppliers also to work towards a no child-labor policy. As part of its efforts to eliminate the evil of child labor, WiproKPM encourages the employment of the parents of such children to secure the existence of the family and the education of the children. WiproKPM supports the use of legitimate workplace apprenticeship, internship and other similar programs that comply with all laws and regulations applicable to such programs.

25. POLICY ON ANTI-BOYCOTT

A foreign country or an entity associated with a country could make a request to support a boycott in a bid invitation, purchase order or contract, letter of credit or orally in connection with a transaction or in a number of ways. If employees hear of a boycott or receive a request to support a boycott or to provide information related to a boycott, employees shall contact the Ombudsperson.

Anti-boycott requests include but shall not be limited to prohibiting from engaging in:

• Agreements to refuse or actual refusal to do business with blacklisted companies.
• Agreements to discriminate or actual discrimination against other persons based on race, religion, sex, national origin, or nationality.
• Agreements to furnish or actual furnishing of information about business relationships with or in Israel or with blacklisted companies.
• Agreements to furnish or actual furnishing of information about the race, religion, sex, or national origin of another person Examples of Anti-Boycott Below are examples of anti-boycott activities.

The list is not exhaustive but it is intended to provide general, practical guidance.

• Certificate of origin “Invoices must be endorsed with a certificate of origin stating that goods are not of a black-listed countries’ origin, do not contain any black-listed countries’ material, and are not shipped from any black-listed countries’ port.”
• Contracts “Vendor shall comply with the black-listed countries’ boycott laws in performing their contractual obligations.”
• Instructions to bidders on a contract “No produced commodity shall be eligible for financing if such commodity contains any component or components that were imported into the producing country from black-listed countries. Suppliers/bidders that are not blacklisted will be allowed to participate in this bid.”

26. POLICY ON FREEDOM OF ASSOCIATION.

WiproKPM respects the legal rights of its employees to form and join or to refrain from joining trade unions as guaranteed under the applicable legislations. It is WiproKPM’s expectation that its suppliers would also do the same. WiproKPM always encourages and promotes favourable employment conditions to promote positive relationships between employees and managers, to facilitate employee communications, and to support employee development.

27. POLICY ON ABOLITION OF FORCED LABOUR.

WiproKPM strictly prohibits forced or compulsory labour. WiproKPM is committed to ensuring that employees enter into employment and stay on in WiproKPM out of their own free will. WiproKPM also insists that its suppliers prohibit forced labour or other compulsory labour in any of their operations.

28. ZERO TOLERANCE TOWARD CRIMINAL ORGANIZATIONS

WiproKPM strictly prohibits any association with criminal organizations, including gangs, mafia groups, or so-called “anti-social forces” that use violence, coercion, or fraud for economic gain. We have a zero-tolerance policy for any involvement—direct or indirect—with such entities.

Employees must not yield to threats or provide any funds or benefits to these groups, regardless of the circumstances. If contacted, do not attempt to handle the situation alone. Immediately report the matter to your manager, the Legal & Compliance team, and relevant law enforcement authorities.

Any engagement, even passive, can seriously damage WiproKPM’s reputation and may lead to contract losses, legal penalties, and loss of stakeholder trust. We must all act responsibly to protect the company and uphold its ethical standards.

29. POLICY ON COMPLIANCE WITH ENGINEERING ETHICS

At Wipro Kawasaki Precision Machinery Private Limited (WiproKPM), we are committed to developing technology with the highest level of integrity and ethical responsibility. As engineers and professionals, we must apply our expert knowledge and skills to create safe, high-quality, and innovative products that contribute to the well-being of society and the protection of the environment.

Actions to Be Taken by Individuals:

Continuously enhance your expertise and stay informed about changes in laws, standards, and societal expectations to ensure the development of compliant and sustainable technologies. Support and mentor peers and subordinates to foster a culture of ethical engineering. Make honest, scientifically grounded decisions, and never falsify product performance or safety data. Proactively adopt new technologies and drive continuous improvement using your technical knowledge and experience.

At all times, we must uphold the highest ethical standards in our engineering practices and never compromise the trust of our customers or society. If you observe any risk of defects or potential violations of engineering ethics, report them immediately to your supervisor or the appropriate department. Our commitment to ethical engineering is essential to maintaining WiproKPM’s reputation and contributing to global sustainability.

30. POLICY ON ELIMINATING UNETHICAL USE OF PRODUCTS AND TECHNOLOGY

At Wipro Kawasaki Precision Machinery Private Limited (WiproKPM), we are committed to ensuring that our products and technologies are not used for unethical or unlawful purposes. We recognize the ethical responsibility that accompanies the development and distribution of our innovations, and we take proactive steps to prevent misuse that could lead to human rights violations, organized crime, or other harmful activities.

Actions to Be Taken by Individuals:

Understand the nature and potential uses of our products and technologies and be mindful of their ethical implications. When supplying products or technologies internationally, comply strictly with applicable national and international export control laws and assess whether any control measures apply. Verify that the customer and intended use are legitimate; consult government authorities when necessary, before proceeding with such transactions.

Before engaging new customers, conduct thorough background checks to determine their identity, ownership structure, business activities, and intended use of WiproKPM’s products or services.

By remaining vigilant and adhering to legal and ethical standards, we can help ensure our technologies are used responsibly and in line with WiproKPM’s values, protecting both society and our reputation as a responsible global enterprise.

31. POLICY ON DONATIONS AND SUPPORT

At Wipro Kawasaki Precision Machinery Private Limited (WiproKPM), we are committed to acting as a responsible corporate citizen. As part of our corporate social responsibility (CSR), we may make charitable donations and provide support to public-interest organizations and community initiatives that align with societal needs and our corporate values.

Donations and support must always be transparent, lawful, and directed toward legitimate causes. We do not make political donations or offer support to obtain unfair business advantages, nor do we tolerate bribes disguised as charitable contributions. Any misuse of such programs may result in serious legal penalties and reputational harm to WiproKPM.

Actions to Be Taken by Individuals:

• Ensure that any donation or support initiative is legitimate and supports the genuine public interest.
• Do not use donations or support as a means to obtain unfair or unethical benefits.
• Thoroughly verify the background and purpose of any request for donations or support.
• If in doubt or if you suspect misconduct, consult your supervisor, relevant internal departments, or the Compliance Department.

Through thoughtful and ethical contributions, WiproKPM seeks to positively impact society while maintaining the highest standards of integrity.

32. QUALITY AND SAFETY OF PRODUCTS AND SERVICES

At WiproKPM, we are committed to delivering high-quality, high-performance, and safe products and services that meet or exceed customer expectations and comply with all applicable laws, regulations, and internal standards.

Ensuring product and service safety is a fundamental responsibility at every stage—from development and design to manufacturing and after-sales support. We must also consider clear instructions and appropriate warnings in manuals and documentation to help prevent misuse and ensure safe operation.

Actions Expected from Employees:

• Always prioritize quality and safety, and take all prescribed steps to comply with relevant regulations and internal quality controls.
• Actively listen to customer and societal feedback on our products and services to drive continuous improvement.
• Never falsify product inspection records or misrepresent quality, performance, or safety.
• Report immediately to the relevant department if you identify or suspect any risk or failure that could result in harm to people or property. Cooperate in root cause investigations and implement corrective actions to prevent recurrence.

If any concerns arise regarding the quality or safety of products or services, the following reporting protocol must be followed:

• First, report the concern to the Factory Manager immediately.
• If no appropriate action is taken, escalate the matter to the Factory Occupier.
• If the issue remains unresolved, it must be promptly reported to the Ombudsperson, as outlined in the relevant section of this policy.

Maintaining product and service quality is not just a regulatory requirement, it is essential to preserving customer trust and protecting the health and safety of all stakeholders.

Failure to comply with these standards can lead to serious legal, financial, and reputational consequences for both the individual and the company, including potential civil, administrative, or criminal penalties.

WiproKPM upholds the highest standards of product quality and safety as part of our commitment to customers, society, and our core values.

33. GENERAL

Waivers

Any waiver of any provision of this COBCE for a member of WiproKPM’s Board of Directors or an executive officer must be approved in writing by WiproKPM’s Board of Directors and promptly disclosed.

Complaints – All complaints shall be raised to the Ombudsperson.

• Anonymous complaints:
  This policy encourages an employee to put his/her name to any disclosures he/she makes. Any malpractice, impropriety, abuse and wrongdoing (hereinafter referred to as “Concern”) expressed anonymously are much less credible, but they may be considered for further action at the sole discretion of WiproKPM.
• Good faith complaints:
  Every employee has a duty to read and understand the policies, raise queries and report any violation of policies. If an employee makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that employee. In raising the concern the employee shall exercise due care to ensure the accuracy of the information.
• Maintaining confidentiality of the Concern :
  The employee making the disclosure of Concern as well as any of the persons to whom the Concern has been disclosed or any of the persons who will be investigating or deciding on the investigation, shall not make public the Concern disclosed except with the prior written permission of the Board of Directors. However, this restriction shall not be applicable if any employee is called upon to disclose this issue by any judicial process and in accordance with the laws of land.
• Disciplinary actions:
  WiproKPM will take appropriate disciplinary action against any employee, agent, contractor or consultant whose actions are found to violate these policies or any other policies of WiproKPM. Disciplinary actions may include immediate termination of employment or business relationship at Wipro’s sole discretion. Where WiproKPM has suffered a loss, it may pursue remedies available to it in law, against the individuals or entities responsible. Where laws have been violated, WiproKPM will cooperate fully with the appropriate authorities.
• Accountability:
  The Board of Directors shall oversee WiproKPM’s adherence to ethical and legal standards. All employees shall undertake to stop or prevent actions that could harm customers, the system or reputation of WiproKPM and to report such actions as soon as they occur./li>

34. METHOD TO RAISE A QUERY/ CONCERN:

Query/Concern is to be disclosed through e-mail, telephone, or any other method.

Available Reporting Channels

You have several safe and confidential options to report concerns:

1. Your Manager – This is often the best first step.
2. Your Manager’s Manager or any Member of Senior Management – If escalation is needed.
3. Human Resources (HR) – Reach out to your HR manager for workplace-related concerns.
4. Legal & Compliance Department – For legal, regulatory, or compliance-specific issues.
5. Ombuds Process (Whistleblower Mechanism):
   • Email: ombuds.person@wipro.com
   • Website (Intranet/Internet): www.wiproombuds.com

You may report anonymously, especially through the Hotline. However, providing your name is encouraged, as it allows for more effective follow-up. Anonymous reports will be assessed at WiproKPM’s sole discretion and may require additional details to proceed with a proper investigation.

Whenever you have a query or concerns about any malpractice, impropriety, abuse or wrongdoing (Concern), pls refer and discuss it with the Ombudsperson of the Company.