-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL ADVICE This Conflict of Interest Policy is a preparation draft only. Duties under the Companies Act 2013 India must be confirmed with a qualified Indian attorney. Adopting a policy does not by itself satisfy any legal duty. The Board and senior management of Sahyadri Tech Solutions Pvt Ltd remain responsible for governance. -------------------------------------------------- 1. DOCUMENT HEADER CONFLICT OF INTEREST POLICY — DRAFT FOR ATTORNEY REVIEW Organization: Sahyadri Tech Solutions Pvt Ltd Version: 1.0 Effective Date: to be confirmed by the organization Policy Owner: Company Secretary Approved by: the Board 2. PURPOSE AND SCOPE This policy helps the company make fair decisions. It applies to all directors, officers, employees, and contractors. 3. POLICY STATEMENT You must act in the best interests of the company, avoid or disclose conflicts, and not use your position for personal gain. 4. KEY DEFINITIONS Conflict of interest: a personal interest that may affect your judgment at work. Actual conflict: the interest exists now. Potential conflict: it may arise later. Perceived conflict: others may think it exists. Related party: a person or business linked to a director. Close family member: a spouse, parent, child, or sibling. Material interest: an interest important enough to affect a decision. 5. LEGAL FRAMEWORK This policy refers to sections 184 and 188 of the Companies Act 2013. Duties and penalties must be confirmed by a qualified attorney. 6. TYPES OF CONFLICT Types include financial interests in vendors, directorships in other companies, hiring relatives, and gifts. 7. DUTY TO DISCLOSE Directors must disclose their interests at the first board meeting each year and when they change. Employees must disclose to HR. Disclose as soon as you become aware. 8. DISCLOSURE FORM AND REGISTER Disclose in writing to the Company Secretary. The register is kept for 8 years. Access is limited to the Board and the Company Secretary. 9. REVIEW AND DECISION PROCESS The Board Chair reviews employee disclosures. An independent director reviews the Chair's disclosures. Options are no action, monitoring, limiting involvement, or removal from the matter. The decision is recorded. 10. RECUSAL FROM DISCUSSION AND VOTING If you have an interest in a matter, you must leave the discussion and not vote. The minutes must record the disclosure and the recusal. 11. RELATED PARTY TRANSACTIONS Dealings with related parties need approval of disinterested directors, who must receive full details of the deal. 12. OUTSIDE ROLES AND EMPLOYMENT Outside jobs and directorships need prior approval. Approval process to be confirmed by the organization. 13. GIFTS AND HOSPITALITY Gifts above INR 5,000 must be declared. 14. CONFIDENTIAL INFORMATION AND OPPORTUNITIES You must not use company information or business opportunities for personal gain. 15. ANNUAL DECLARATION Everyone covered must submit a declaration by April 30 each year to the Company Secretary. 16. BREACHES AND DISCIPLINE Failure to disclose may lead to action under company rules. Details to be confirmed by the organization. 17. REPORTING CONCERNS Raise concerns about an undisclosed conflict with the Company Secretary. No one will face retaliation for a good faith report. 18. TRAINING, REVIEW, AND APPROVAL Training is held every year. The policy is reviewed every year. Approved by the Board: ________________ Date: ________________ PLAIN ENGLISH SUMMARY This policy asks you to speak up early when a personal interest might affect a work decision. Disclosing a conflict is not wrongdoing. It is the right action and helps the company make fair decisions. After you disclose, someone independent reviews it and decides how to manage it. If you have an interest in a matter, you leave the discussion and do not vote. An attorney must confirm the legal duties before the policy is adopted. CONFLICT POLICY CHECKLIST (planning aid only) - Board approval recorded - Disclosure form ready - Register owner named - Annual declaration process set - Related party approval steps set - Minutes template updated - Training done and recorded - Review date set WHAT TO CONFIRM BEFORE ADOPTING 1. Directors' disclosure duties under the Companies Act 2013. 2. Related party approval rules. 3. Voting restrictions for interested directors. 4. Rules for your type of company. 5. Record keeping duties. 6. Attorney review of the full policy. -------------------------------------------------- This Conflict of Interest Policy draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal advice and does not by itself satisfy any legal duty. Always have it reviewed by a qualified attorney before adoption. --------------------------------------------------