OVERVIEW

This Code of Business and Ethical Conduct (the “Code”) of Enso Group of Companies (referred to herein as “Enso” or the “Company”) sets forth the guiding principles by which we operate the Company and conduct our daily business with our stakeholders and with each other. These principles apply to all of the members of the Company’s Board of Directors and its officers and employees.

PRINCIPLES

Employees, directors, and members of the Board should strive to identify and raise potential issues before they lead to problems and ask about the application of this Code whenever in doubt. Any employee, director or member of the Board who becomes aware of any existing or potential violation of this Code should promptly notify the Company’s General Counsel. Also, a copy could be sent to the Chairman of the Enso Group. The Company will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention. Any questions relating to how these policies should be interpreted or applied should be addressed to the Company’s General Counsel.

A “personal conflict of interest” occurs when an individual’s private interest improperly interferes with the interests of the Company. Personal conflicts of interest are prohibited as a matter of policy unless they have been approved by the Company. In particular, an employee or member of the Board must never use or attempt to use their position at the Company to obtain any improper personal benefit for themself, their family members, or any other person, including loans or guarantees of obligations from any person or entity. Service to the Company should never be subordinated to personal gain and advantage. Conflicts of interest should, to the extent possible, be avoided.

Any employee, director or member of the Board who is aware of a material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should discuss the matter promptly with the Company’s General Counsel, with a copy to our Chairman.

Employees and members of the Board owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Employees and members of the Board are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position. More generally, employees and members of the Board are prohibited from using corporate property, information or position for personal gain or competing with the Company.

Sometimes the line between personal and Company benefits is difficult to draw. The only prudent course of conduct for our employees, directors and members of the Board is to make sure that any use of the Company’s property or services, or the acceptance of any opportunity, that is not solely for the benefit of the Company, is approved beforehand through the Company’s General Counsel, with a copy to Chairman.

In carrying out the Company’s business, employees, directors and members of the Board often learn confidential or proprietary information about the Company, its clients/customers, prospective clients/customers or other third parties. Employees and members of the Board must maintain the confidentiality of all information entrusted to them, except when disclosure is authorised or legally mandated. Confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its businesses, financial performance, results or prospects, product specifications or trade secrets and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.

It is the Company’s policy that the information in its public communications, including stock exchange filings, be full, fair, accurate, timely and understandable. All employees and members of the Board who are involved in the Company’s disclosure process are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to the Company. They are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit material facts about the Company to others, whether within or outside the Company, including the Company’s independent auditors. In addition, any employee or member of the Board who has a supervisory role in the Company’s disclosure process has an obligation to discharge their responsibilities diligently. Please note that management will determine the types of information that must be disclosed and the timing of such disclosures.

It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee, director and member of the Board to adhere to the standards and restrictions imposed by those laws, rules and regulations and show respect to all laws in their conduct.

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information.

To use non-public information for personal financial benefit or to “tip” others who might make an investment decision based on this information is not only unethical but also illegal. To avoid even the appearance of impropriety, all employees, directors and members of the Board are required to clear all trades in the Company’s stock through the Company’s General Counsel, with a copy to Chairman.

Each employee and member of the Board should endeavour to deal fairly with the Company’s clients, service providers, suppliers, competitors and employees. We do not seek competitive advantages through illegal or unethical business practices. No employee or member of the Board should take unfair advantage of anyone through manipulation, concealment, abuse of privileged or proprietary information, misrepresentation of material facts, or any unfair dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain an unfair advantage with customers. Gifts or entertainment should not ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please seek advice from the Company’s General Counsel regarding any gifts or proposed gifts that you are not sure are appropriate.

Our focus in personnel decisions is on merit and contribution to the Company’s success. Concern for the personal dignity and individual worth of every person is an indispensable element in the standard of conduct that we have set for ourselves. The Company affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance.

We provide equal opportunity to all candidates regarding terms of employment and all other matters that affect their working environment. We do not tolerate or condone any type of discrimination prohibited by law, including harassment.

All employees should endeavour to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorised use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

The Company strives to provide each employee with a safe and healthy work environment. Each employee is responsible for:

• maintaining a safe and healthy workplace for all employees,
• following safety and health rules and practices, and
• reporting accidents, injuries and unsafe equipment, practices or conditions.

The Company will not tolerate violence and threatening behaviour. Employees should report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol. The Company will not tolerate the use of illegal drugs in the workplace or on the Company’s property. Please see the HR Manual for further guidance.

The Company requires honest and accurate recording and reporting of information to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. Business expense accounts used by employees must be documented and recorded accurately. If you are not sure whether a specific expense is legitimate, please refer to the rules and guidelines in the Company’s travel and entertainment policy in the Employee Handbook. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail. It must appropriately reflect the Company’s transactions and conform both to applicable legal requirements and the Company’s system of internal controls.

Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation and approved in writing by the Chief Financial Officer.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterisations of people and companies that could be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with these policies, in the event of litigation or governmental investigation, threatened or known, please consult with the Company’s General Counsel or Chairman.

Our policy is to comply with all applicable financial reporting and accounting regulations. If any member of the Board, officer or employee of the Company has unresolved concerns or complaints regarding questionable accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to the Audit Committee pursuant to the Company’s Procedures for Complaints. Subject to its legal duties, the Audit Committee and the Board of Directors will treat such submissions confidentially. Such submissions may be directed to the attention of the General Counsel, with a copy to the Chairman. The General Counsel or Chairman will forward all complaints to the Audit Committee.

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behaviour and when in doubt about the best course of action in a particular situation. The Company will not retaliate in any manner against an employee who reports in good faith violations or suspected violations of this Code or other known or suspected illegal or unethical conduct. Employees are expected to cooperate in internal investigations of misconduct.

At work, we aim to foster a sense of health and well being. We associate only with like-minded partners as it helps develop the business more effectively and process the job actively as we share common motives and thoughts. We endorse only eco-friendly entities as it helps conserve natural resources and prevents environmental damage, thus giving a self-pride in running our business. Our marketing activities also follow similar steps as we endorse only socially conscious role models/ambassadors. So that in due course of our business, we can also contribute to society, which will effectively improve our CSR activity. Between good, better and best – presentation can play a minor role.

An open tender is a call open to all vendors or contractors who can accomplish the company requisite. The task completion within time is the key priority besides the rule that quality in time is required. Keeping the firm’s reputation and market position in view, tendering is done. The bidding process is totally based on competitive job accomplishment; no preference/favour is considered in the process for any reason. It’s a work-oriented selection. Timeliness can be a valuable indicative criterion.

Being a multinational firm, we conduct business in such a way as to avoid national or regional barriers. We focus on the growth of our employees by giving them equal opportunities in various fields to expand their knowledge, skills and abilities. This, in turn, increases their motivation and job satisfaction and eventually helps the organisation and creates a great work culture across the company.

The well-being of every employee is our main focus. From the bottom to the top level, every member of our team must be physically, mentally, and financially fit, so we work like a big family and not just a commercial firm. Our target is increasing the profit and maximising the revenue, which is the basis of a commercial firm. We look for areas to explore and increase our revenue, thus expanding our business to have solid growth in this competitive market.

Our company policy is to keep political and policy opinions neutral and not attribute them to the Group. Enso Group is non-aligned, so it doesn’t give any undue preferences. Every individual has his/her own independent opinion and views and is not influenced by others’ behaviour. Individuals can voice their opinions, which may help in boosting the morale of a company.

Upholding tax-paying rights to any soil and giving back to society is our motto. Taxes play a significant role in building a nation. Some of the services our country provides with the help of our tax money are public security, keeping roads clean, water treatment, health services, emergency relief etc.

Individualistic Rights

In our organisation, every member has a right to express their opinions. Every employee enjoys a sense of freedom and valuable individual rights. Any new ideas/opinions are appreciated. Things would be chaotic without individual rights. Other than doing business, we do not own up to the activities of our affiliate business partners, supported charitable organisations, religious trusts, political trusts or any other trusts or foundations. We must not be influenced by any miscreants and have our own moral code to which we adhere to.

Planetary Outlook

We aim to set a strong example and be an exemplary for-profit organisation in keeping corporate values alive, living up to the fraternities principles of creating a better future not just for stakeholders but for all involved. We wish to be a responsible corporation conglomerate that takes care of the planet. Promotion of eco-friendly entities, bodies and products are welcome with prior approval of general counsel.

Amendment, Modification & Waiver

The Code may be amended or modified only by the General Counsel of Enso. Waivers of the Code applicable to members of the Board or executive officers may only be granted on the recommendation of the General Counsel or a committee of the same with specific delegated authority. Waivers applicable to members of the Board or officers of the Company will be disclosed to stockholders as required by the stock exchange rules thereunder and the applicable rules of that exchange, if any, as and when applicable. Waivers with respect to any other employee, agent or contractor must be approved in writing by the Company’s General Counsel or Chairman.

ADHERENCE

PROVISIONS APPLICABLE TO CHIEF EXECUTIVE OFFICER, MANAGING DIRECTOR, GROUP PRESIDENT, CHIEF OPERATING OFFICER, PRINCIPAL FINANCIAL OFFICER, FINANCE CONTROLLER, PRINCIPAL ACCOUNTING OFFICER OR CONTROLLER, OR PERSONS PERFORMING SIMILAR FUNCTIONS (“SENIOR OFFICERS”)

All Senior Officers of the Company will:

• Act with honesty and integrity, handle actual or apparent conflicts of interest in personal and professional relationships in accordance with the Code.
• Produce full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Stock Exchange and in other public communications made by the Company.
• Comply with applicable rules and regulations of government and other appropriate private and public regulatory agencies.
• Promptly report known or suspected violations of the Code in accordance with the Code.
• Be accountable for adhering to the Code.

Employees, directors and members of the Board who suspect or know of violations of this Code or illegal or unethical business or workplace conduct by employees, officers or members of the Board have an obligation to contact their supervisor or superiors, the Company’s General Counsel or Chairman. If the individuals to whom such information is conveyed are not responsive, or if there is reason to believe that reporting to such individuals is inappropriate in particular cases, then the employee, officer or member of the Board may contact the Company’s General Counsel or Chairman. Such communications will be kept confidential to the extent feasible. If concerns or complaints require confidentiality, then this confidentiality will be protected to the extent feasible, subject to applicable law.

General Counsel herein refers to the Human Resource Department
of the Group Company or a Subsidiary.