Vigil Mechanism Policy

Vigil Mechanism / Whistle Blower Policy

1. PREFACE

Gennova Biopharmaceuticals Limited (Gennova) believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting highest standards of professionalism,
honesty, integrity and ethical behavior. Gennova is committed to developing a culture where it is
safe for all employees to raise concerns about any poor or unacceptable practice and any event
of misconduct or violation of law in force.

As per the provisions of Section 177 of the Companies Act, 2013, the Company is required to
establish a vigil mechanism for the directors and employees to report genuine concerns in such
manner as may be prescribed. And such a vigil mechanism shall provide for adequate
safeguards against victimization of persons who use such mechanism and also make provision
for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

This Vigil Mechanism / Whistle Blower Policy (the Policy) has been formulated to enable all
employees and directors to raise concern against any malpractice such as immoral, unethical
conduct, fraud, corruption, non-compliances/wrong practices, violation of law, potential
infractions of the Code of Conduct of the Company and alike.

2. OBJECTIVE

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity
and ethical behavior in all its operations and to outline the procedure for reporting, handling,
investigating and deciding on the course of action to be taken in case any actual or suspected
inappropriate conduct is reported.

The Policy encourages all the employees to report suspected or actual occurrence(s) of illegal,
unethical or inappropriate events (behaviours or practices) that affect Company’s interest /
image. Under the policy, the customers, agencies, contractors, vendors, suppliers and/or any of
their employees or any other stakeholders of the Company can also report such events to the
Company.

3. DEFINITIONS

i. “Alleged wrongful conduct” shall mean violation of law, infringement of Company’s rules,
misappropriation of Company’s assets or monies, actual or suspected fraud, substantial
and specific danger to public health and safety or abuse of authority.

ii. “Audit Committee” means a Committee in accordance with the Provisions of Section 177
of the Companies Act, 2013.

iii. “Board” means the Board of Directors of the Company.

iv. “Company” means the Gennova Biopharmaceuticals Limited.

v. “Disciplinary Action” means any action that can be taken on the completion of/during the
investigation proceedings including but not limiting to a warning, imposition of fine,
suspension from official duties or any such action as is deemed to be fit considering the
gravity of the matter.

vi. “Employee” means all the employees and Directors of the Company and its subsidiaries,
if any.

vii. “Protected Disclosure” means a concern raised through a written communication and
made in good faith which discloses or demonstrates information about an unethical or
improper activity with respect to the Company. It should be factual and not speculative or
in the nature of an interpretation / conclusion and should contain as much specific
information as possible to allow for proper assessment of the nature and extent of the
concern.

viii. “Subject” means a person or group of persons against or in relation to whom a Protected
Disclosure is made or evidence gathered during the course of an investigation.

ix. “Whistle Blower” is any Stakeholder who makes a Protected Disclosure under this Policy
and also referred in this policy as complainant.

4. SCOPE

This Policy provides a channel to the stakeholders to report to the management, concerns
about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or
policy. The mechanism provides for adequate safeguards against victimization of employees
and Directors to avail of the mechanism and also provide for direct access to the Chairman of
the Audit Committee in exceptional cases.

The policy neither releases employees from their duty of confidentiality in the course of their
work nor can it be used as a route for raising malicious or unfounded allegations against
people in authority and / or colleagues in general.

This Policy covers malpractices and events which have taken place / suspected to have taken
place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules,
manipulations, negligence causing danger to public health and safety, misappropriation of
monies, demanding and /or accepting gratification, obtaining a valuable thing without or
inadequate consideration from a person with whom he/she have or may have official dealings,
obtaining for self or any other person pecuniary benefits by corrupt or illegal means or abusing
his/her position and other matters or activity on account of which the interest of the Company is
affected and formally reported by whistle blowers concerning its employees.

The Policy generally covers malpractices and events which have taken place/suspected to take
place or has the potential to affect the Company financially or otherwise including but not
limited to the following instances:
– Abuse of authority
– Breach of contract
– Negligence causing substantial and specific danger to public health and safety
– Manipulation of Company’s data/records
– Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal
Control and check or deliberate error in preparations of Financial Statements or
Misrepresentation of financial reports
– Any unlawful act whether Criminal/ Civil
– Pilferage of confidential/propriety information
– Deliberate violation of law/regulation
– Wastage/misappropriation of Company’s funds/assets
– Breach of Company Policy or improper practice of the Company’s policies or
procedures, failure to implement or comply with any approved Company Policy
– Willful negligence of assigned duties that could result in damage/loss to the Company
– Fraud or suspected fraud

5. WHISTLE BLOWER COMMITTEE

The Whistleblower Committee is constituted to receive, review, investigate and redress the concerns raised in the Disclosures made on any one of the above Reporting Platforms and currently comprises the following Members:

Mr Vishal Karad – Associate Director – Human Resources
Mr. Sameer Abhyankar – Associate Director – Engineering
Ms. Rutuja Gohad – Company secretary

6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES

All Protected Disclosures should be reported in writing by the Whistle Blower as soon as
possible after the Whistle Blower becomes aware of the same so as to ensure a clear
understanding of the issues raised and should either be typed or written in a legible handwriting
in English or Hindi.

The Protected Disclosure should be submitted in a closed and secure envelope and should be
super scribed as “Protected disclosure under the Whistle Blower policy”. Alternatively, the same
can also be sent through email with the subject “Protected disclosure under the Whistle Blower
policy”. If the complaint is not super scribed and closed as mentioned above, it will not be
possible for the Company to protect the complainant and the protected disclosure will be dealt
with as if its a normal disclosure.

The Protected Disclosure should be forwarded under a covering letter signed by the
complainant. The Whistleblower Committee / Audit Committee as the case may be, shall detach
the covering letter bearing the identity of the Whistle Blower and process only the Protected
Disclosure.

All Protected Disclosures should be addressed to the Whistleblower Committee to the following
correspondence:

The Whistleblower Committee
Gennova Biopharmaceuticals Limited
Plot No. P-1 & P-2, IT-BT Park, Phase-II,
M.I.D.C., Hinjawadi, Pune – 411057, Maharashtra, India
Email:- whistleblower_gbl@gennova.co.in

7. INVESTIGATION

All protected disclosures under this policy will be taken on record and thoroughly investigated.
The Whistleblower Committee shall obtain further details and clarification as may be required to
further proceed in the investigation. The decision to conduct an investigation is by itself is not an
accusation and is to be treated as a neutral fact finding process.The

Whistleblower Committee shall after due investigation shall dispose-off the case in the
manner as it may deem fit including by way of issuing warning, taking any disciplinary action or
imposing penalty, etc. If the protected disclosure/ the Complaint is against any of the Members
of the Whistle blower, the same shall be submitted to the Audit Committee of the Company for
further investigation.

Failure to cooperate in investigation or deliberately providing wrong information will be subject to
disciplinary action by the committee.

The investigation shall be completed normally within 45 days of the receipt of the protected
disclosure and is extendable by such period as the Audit Committee deems fit.

8. DECISION AND REPORTING

If an investigation leads to a conclusion that an improper or unethical act has been committed,
which is materially affecting the Company, the Chairman of the Audit Committee shall take such
disciplinary or corrective action as it may deem fit. In case the complaint is against any member
of the Audit Committee then such person shall recuse himself from during such investigation
and decision making process. In such cases Audit Committee shall recommend disciplinary or
corrective action as it may deem fit to the Board of Directors of the Company.

Any disciplinary or corrective action initiated against the Subject as a result of the findings of an
investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct
and disciplinary procedures.

A complainant who makes false allegations of unethical & improper practices or about alleged
wrongful conduct shall be subject to appropriate disciplinary action in accordance with the rules,
procedures and policies of the Company. The company may also opt to reward the Whistle
Blower, based on merits of the case.

A quarterly report with number of complaints received under the Policy and their outcome shall
be placed before the Audit Committee.

9. CONFIDENTIALITY

The Whistle Blower, Members of Whistleblower Committee and the Audit Committee and
everybody involved in the process shall, maintain confidentiality of all matters under this Policy,
discuss only to the extent or with those persons as required under this policy for completing the
process of investigations. All the relevant papers and documents related any issue shall be
under the safe custody of the Whistleblower Committee.

10. PROTECTION FOR WHISTLE BLOWER

The Company will protect the whistle blower from any unfair treatment given to him/her by
consequent to the complaint lodged to the Whistleblower Committee and the Committee is
authorized to take all necessary steps to curb the unethical behavior and protect the whistle
blower. The identity of whistleblower(s) shall be kept confidential and shall be disclosed only
under strict vigilance.

The Company, as a policy, condemns any kind of discrimination, harassment, victimization or
any other unfair employment practice being adopted against whistleblowers.

Adequate protection will be given to whistle blowers against any unfair practice like intimidation
of termination or suspension of service, refusal of promotion, disciplinary action, transfer,
demotion, threatening, or such acts which might hinder the whistleblower’s right to continue to
perform his/her duties/functions.

11. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

The Whistle Blower shall have right to access Chairman of the Audit Committee directly in
exceptional cases as may be decided by the Whistleblower Committee and the Chairman of the
Audit committee is authorised to prescribe suitable directions in this regard, on a case to case
basis.

12. ROLE OF THE AUDIT COMMITTEE

The Audit Committee is responsible for supervising the development and implementation of this
Policy and the functioning of the Whistleblower Committee. The Audit Committee shall
periodically review the Policy to consider whether amendments are necessary, and, if so, it shall
communicate any such amendments to all Employees as soon as possible.

13. COMMUNICATION

Stakeholders shall be informed of the Policy by publishing on the notice board and the website
of the Company.

14. RETENTION OF DOCUMENTS

All documents related to reporting, investigation and enforcement pursuant to this Policy shall
be kept by the Company for minimum period of 5 years. The documentation shall include any
written communication in connection with the complaint, any material evidence and all the
documents submitted by the parties to the issue.

15. MODIFICATION

The Company reserves its right to amend or modify this Policy in whole or in part, at any time
without assigning any reason whatsoever and no such amendment or modification will be
binding on the Directors and employees unless the same is communicated in the manner
described as above.