1.        INTRODUCTION

1.1       3one4 Capital requires its partners, officers, employees and third-party resources to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of 3one4 Capital, we must practice honesty and integrity in fulfilling our responsibilities and comply with applicable policies, laws and regulations. This includes an obligation to report misconduct, including potential or suspected misconduct, and to cooperate fully in investigations. 3one4 Capital has adopted this Policy to promote a climate of accountability and to encourage concerns to be reported before they can disrupt the business or operations of 3one4 Capital. 3one4 Capital will not tolerate retaliation against any person who, acting in good faith, reports suspected misconduct, asks questions or raises concerns.

2.        OBJECTIVE

2.1       3one4 Capital is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, 3one4 Capital encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. This Policy aims to provide an avenue for partners, officers, employees and third-party resources to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

3.        POLICY

3.1       This Policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of 3one4 Capital. The Policy neither releases employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.

4.        DEFINITIONS

4.1       “3one4 Capital” means, 3one4 Capital Advisors LLP, 3one4 Capital Management LLP, 3one4 Capital IFSC India Internet Dynamics, and all the Schemes.

4.2       “Committee” means a committee of persons who are nominated/appointed to conduct detailed investigation of the disclosure received from the whistle blower and recommend disciplinary action. The Committee, if appointed, should include the CFO, the Admin Manager, and a representative of the team where the alleged malpractice has occurred and may contain external representatives as decided by the Committee.

4.3       “Personnel” means any employee, partner, officer, investee company, suppliers, contractors and/or third-party intermediaries engaged to conduct business on behalf of 3one4 Capital, such as agents and consultants.

4.4       “Policy” or “This Policy” means, the Whistleblower Policy.

4.5       “Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity. Protected Disclosures should be factual and not speculative in nature.

4.6       “Schemes” shall mean the various schemes launched by 3one4 Capital India Internet Dynamics, 3one4 Capital IFSC Fund, 3one4 Capital Trust, from time to time.

4.7       “Whistleblower” is someone who makes a Protected Disclosure under this Policy.

5.        SCOPE

5.1       This Policy encourages and protects the Personnel who speak up when they encounter behaviour in the workplace that is unethical, illegal or goes against the values of 3one4 Capital.

5.2       This includes, but is not limited to:

(i)        Harassment or Discrimination & Workplace Violence

(ii)       Protection of Confidential Information and intellectual property

(iii)      Accounting, internal accounting controls or auditing matters

(iv)      Money laundering or terrorist financing

(v)       Breaching customer confidentiality or privacy

(vi)      Theft or misuse of 3one4 Capital’s assets

(vii)     Fraud

(viii)   Bribery or corruption

(ix)      Breach of IT security

(x)       Violations of any other laws, regulations or 3one4 Capital policies

(xi)      Retaliatory action as mentioned in this Policy

(xii)     Any illegal or unethical practices

(xiii)   Environmental Health and Safety issues

5.3       List of exclusions

The following types of complaints will ordinarily not be considered and taken up:

(i)        Complaints that are Illegible, if handwritten;

(ii)       Complaints that are trivial or frivolous in nature;

(iii)      Matters which are pending before a court of Law, State, National Human Rights Commission, Tribunal or any other judiciary or sub judiciary body;

(iv)      Any matter that is very old from the date on which the act constituting violation, is alleged to have been committed;

(v)       Issue raised, relates to service matters or personal grievance (such as increment, promotion, appraisal etc).

5.4       Personnel can use 3one4 Capital’s whistleblower channels to raise their concerns (also anonymously) and without fear of reprisal. It alerts management to allegations of crimes or other suspected misconduct and helps ensure appropriate and adequate action is taken to address the situation.

5.5       We take the utmost care to protect the identity of Whistleblowers and the confidentiality of such a report, within the limits defined by applicable laws and regulations.

5.6       The Policy should not be used in place of 3one4 Capital grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

6.        GUIDING PRINCIPLES

6.1       The process is designed to offer protection to the Whistleblower provided that the Protected Disclosure made (“complaint”) by a Whistleblower is in good faith and the alleged action or non-action constitutes a genuine and serious breach of what is laid down in 3one4 Capital Code of Conduct, with sufficient and appropriate evidence being provided by the Whistleblower. 3one4 Capital further affirms that it will not allow any Whistleblower to be victimized for making any complaint. Any kind of victimization of the Whistleblower brought to the notice of the Committee shall be treated as an act warranting disciplinary action.

6.2       3one4 Capital condemns any kind of discrimination, harassment, victimization or any other unfair employment practice adopted against the Whistleblowers. Complete protection will be given to the Whistleblowers against any unfair practices like retaliation, threat or intimidation or termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistleblower’s right to continue to perform his/her duties/functions in a free and fair manner.

6.3       3one4 Capital shall also provide an opportunity of being heard to the persons involved especially to the accused.

7.        ANONYMOUS ALLEGATION

7.1       A Whistleblower may choose to keep his/her identity anonymous. In such cases, the complaint should be accompanied with strong evidence and data.

8.        RETALIATION IS NOT TOLERATED

8.1       No one may take any adverse action against any Personnel for complaining about, reporting, or participating or assisting in the investigation of, a reasonably suspected violation of any law, this Policy, or 3one4 Capital’s Code of Conduct. 3one4 Capital takes reports of such retaliation seriously. Incidents of retaliation against any Personnel reporting a violation or participating in the investigation of a reasonably suspected violation will result in appropriate disciplinary action against anyone responsible, including possible termination of employment. Those working for or with 3one4 Capital who engage in retaliation against reporting Personnel may also be subject to civil, criminal and administrative penalties.

8.2       Any other Personnel/ business associate assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

9.        ACCOUNTABILITIES

9.1       The Personnel are required to report to 3one4 Capital any suspected violation of any law that applies to 3one4 Capital and any suspected violation of the 3one4 Capital’s Code of Conduct. It is important that you report all suspected violations.

9.2       Every Whistleblower is expected to read and understand this Policy and abide by it. It is recommended that any Personnel who wishes to report, do so after gathering adequate facts/data to substantiate the complaint and not complain merely on hearsay or rumour. This also means that no action should be taken against the Whistleblower, if the complaint was made in good faith, but no misconduct was confirmed on subsequent investigation. However, if a complaint, after an investigation proves to be frivolous, malicious or made with ulterior intent/motive, then the Committee should take appropriate disciplinary or legal action against the concerned Whistleblower.

9.3       All reports will be taken seriously and will be addressed promptly and professionally by the Committee. The Committee may authorize personnel, which may include but is not limited to members of the Legal, Compliance, Security and/or Human Resources teams (“Investigators”) to investigate the complaints received. All Personnel are required to cooperate fully in investigations conducted by Investigators or authorized members of 3one4 Capital’s external legal and accounting firms.

9.4       Confidentiality of the Whistleblower’s identity will be maintained to the extent possible. The specific action taken in any particular case depends on the nature and seriousness of the conduct or circumstances reported and the quality of information provided. Upon conclusion of the investigation, Investigators will recommend appropriate remedial or corrective action to the Committee. The findings of investigations and any remedial or corrective actions taken as a result of such investigations are confidential. Records will be retained relating to each report, the actions taken to investigate and any remedial or corrective actions in accordance with 3one4 Capital’s policies or applicable laws and regulations.

9.5       Members of the Committee are:

Reporting Channel

Contact Information

Phone

Chairman of the Committee

Pranav M Pai

Email: pranav@3one4 Capitalcapital.com

080 68474100

Chief Compliance Officer

Siddarth M Pai

Email: siddarth@3one4 Capitalcapital.com

080 68474100

Chief Ethics Counsellor

Deepak Aggarwal

Email: deepak@3one4 Capitalcapital.com

080 68474100

Legal Officer

Monica Umesh

Email: monica@3one4 Capitalcapital.com

080 68474100

You may contact them any time between 10.00 a.m. to 6.00 p.m. between Monday – Friday.

10.      PROCEDURE FOR REPORTING

10.1    The Personnel are free to choose the reporting channel for their complaints and can report to their immediate supervisor or any Manager in the line of command or directly to the Committee.

10.2    The following methods are available to all staff:

(i)     Phone: If you have witnessed any wrongdoing that affects 3one4 Capital and you are unable to take this problem to your immediate manager, you can contact the Committee, at 080 68474100, in complete confidence.

(ii)    Email: You can send a direct email to partners@3one4 Capitalcapital.com. This will also be secure, and if you wish to remain anonymous, do not send from your business email. All emails will be scrutinized by the Committee and investigated appropriately.

(iii)  Letter: You may also write your information in a detailed letter and send to:

The Committee

3one4 Capital

Office No. 01, 5^th Floor, ‘1 Sobha’,

50, St. Marks Road, Bangalore 560001

(iv)  Direct Reporting: All Personnel have the option of reporting direct to their respective manager,

or approach the Committee or the CFO at 3one4 Capital.

10.3    Notwithstanding the foregoing, any person (including anyone who is not a Personnel) can lodge a complaint through any one of the reporting channels mentioned above, which may be updated by 3one4 Capital from time to time.

10.4    If a complaint is made anonymously, the complainant must be detailed in their description of the complaint and must provide the basis of making the assertion therein.

10.5    Although a Whistleblower is not required to furnish any more information than what he/she wishes to disclose, it is essential for 3one4 Capital to have all critical information in order to enable 3one4 Capital to effectively evaluate and investigate a complaint. It is difficult for 3one4 Capital to proceed with an investigation without sufficient details.

10.6    The complaint must therefore provide as much detail and be as specific as possible, including names and dates, in order to facilitate the investigation.

To the extent possible, the complaint must include the following:

(i)        The employee, and/or outside party or parties involved;

(ii)       The team the accused is a part of;

(iii)      When did it happen: a date or a period of time;

(iv)      Type of concern (eg);

a.     Financial reporting;

b.     Management action;

c.      Employee misconduct;

d.     Ethical breach or breach of 3one4 Capital Code of Conduct or any other 3one4 Capital policy (etc)

(v)       Submit supporting documentation (if any);

(vi)      Who to contact for more information, if possible; and/or

(vii)     Prior efforts to address the problem, if any

11.      ACCESS TO REPORTS AND DOCUMENTS

11.1    The Committee will treat all complaints in a confidential and sensitive manner. In specific cases where the criticality and necessity of disclosing the identity of the Whistleblower is important, it may be disclosed, on a ‘need-to-know-basis’, during the investigation process and only with the prior approval of the Whistleblower.

12.      RETENTION OF DOCUMENTS

12.1    All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by 3one4 Capital for a minimum period of 07 years (or such period as mandated by applicable law).

13.      REPORTS

13.1    A quarterly status report on the total number of complaints received during the period, with summary of the findings of the Committee and the corrective actions taken will be sent to the CFO. For Disclosures of grave nature, summary of investigation, findings and actions taken shall be provided to the Audit Committee.

14.      IMPLEMENTATION OF THE POLICY

14.1    A copy of the Policy shall be uploaded on 3one4 Capital’s website. The Compliance Officer of 3one4 Capital will ensure that the Policy is known to all Personnel. The Policy will be subject to review every year.

15.      AMENDMENT TO THE POLICY

15.1    3one4 Capital is entitled to amend, suspend or rescind this Policy at any time. Whilst, 3one4 Capital has made best efforts to define detailed procedures for implementation of this Policy, there may be occasions when certain matters are not addressed or there may be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in line with the broad intent of the Policy. 3one4 Capital may also establish further rules and procedures, from time to time, to give effect to the intent of this Policy and further the objective of good corporate governance.

16.      CONCLUSION

16.1    3one4 Capital Code of Conduct as well as 3one4 Capital’s policies and practices have been developed as a guide to our legal and ethical responsibilities to achieve and maintain the highest business standards. Conduct that violates 3one4 Capital’s policies is viewed as unacceptable by 3one4 Capital. Certain violations of 3one4 Capital’s policies and practices could even subject 3one4 Capital and any individual employee involved to civil and criminal penalties. Before issues escalate to such level, all Personnel are encouraged to report any violations covered herein above, or any reprisal, discrimination or adverse employment consequences related to such reports.

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