Cyan | Code of Conduct, DEI Policy and Whistle Blower Policy

Code of Conduct

FOR DIRECTORS

The Code is developed and adopted with a view to focus the Board and each Director on areas of ethical risk; provide guidance to directors to help them recognize and deal with ethical issues; provide mechanisms to report unethical conduct; and help foster a culture of honesty and accountability.

1.CONFLICT OF INTEREST
Directors including the Chairman must avoid any conflicts of interest between the director and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the the Board of Directors. A “conflict of interest” can occur when:

a) A director’s personal interest is adverse to – or may appear to be adverse to – the interests of the Company as a whole;

b) A director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a director of the Company;

Some of the more common conflicts which directors should avoid are listed below:

c) Relationship of Company with third-parties
Directors may not receive a personal benefit from a person or firm which is seeking to do business or to retain business with Cyan. A director shall recuse him or herself from any Company Board decision involving another firm or Company with which the director is affiliated;

d) Compensation from non-Company sources
Directors may not accept compensation (in any form) for services performed for the Company from any source other than the Company;

e) Gifts
Directors may not offer, give or receive gifts from persons or entities who deal with Cyan in those cases where any such gift is being made in order to influence the directors’ actions as members of the Board, or where acceptance of the gifts could create the appearance of a conflict of interest; and

f) Personal use of Company assets
Directors may not use Company assets, labor or information for personal use unless approved by the Chairman of the Board or as part of a compensation or expense reimbursement program available to all directors.

2. CORPORATE OPPORTUNITIES
Directors are prohibited from:

a) Taking for themselves or their companies’ opportunities that are discovered through the use of Company property, Company information or position as a director;

b) Using the Company’s property or information for personal gain; or

c) Competing with the Company for business opportunities. However, if the Company is disinterested and the directors determine that the Company will not pursue an opportunity that relates to the Company’s business, a director may then do so.

3. CONFIDENTIALITY
Directors must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a director, except when disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all non-public information relating to the Company.

4. COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR DEALING
Directors must comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws. Directors must deal fairly, and must oversee fair dealing by employees and officers, with the Company’s customers, suppliers, competitors and employees.

5. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR
Directors should promote ethical behavior and take steps to ensure that the Company:

a) Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; and

b) Encourages employees to report violations of laws, rules, regulations or the Company’s Code of Conduct to appropriate personnel.

6. COMPLIANCE STANDARDS
Directors should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee. Violations will be investigated by the Board or by persons designated by the Board, and appropriate action(s) will be taken in the event of any violations of the Code.

FOR EMPLOYEES

This code is developed and adopted with a view to develop and promote the highest standards of ethical behavior, professionalism, integrity and commitment amongst the employees of the company. It is adopted with the end view of promoting good corporate governance.

The company makes it mandatory for all its employees to perform their duties and responsibilities in accordance with this code.

The company is guided by the following principles in all activities for attainment of the organizational objectives:

1.ABIDANCE OF LAWS / RULES
a) All employees shall conform to and abide by the company policies, applicable laws, regulations and directives which may from time to time be in force.

b) The employees shall not take part in, subscribe in aid of, or assist in any way, any political movement that is in disinterest of Cyan.

2.INTEGRITY
a) Conduct themselves with the highest standards of ethics, professional integrity and dignity in all dealings with the public, clients, investors and employees, and not engage in acts discreditable to Cyan and the profession. If they become aware of any irregularity that might affect the interests of Cyan, they shall inform the senior management immediately.

b) Maintain all books, data, information and records with scrupulous integrity, reporting in an accurate and timely manner all transactions/reports.

c) Avoid all such circumstance in which there is personal interest conflict, or may appear to be in conflict, with the interests of Cyan or its clients.

d) Not use their employment status to seek personal gain from those doing business or seeking to do business with Cyan, nor accept such gain, gift, favor, entertainment or other benefits, if offered.

3.CONFIDENTIALITY
Maintain the privacy and confidentiality of all the information acquired during the course of professional activities and refrain from disclosing the same unless otherwise required by statutory authorities/law. All such information will remain as a trust and will only be used for the purpose for which it is intended and will not be used for the personal benefits of any individual(s). Inside information about Cyan’s clients/affairs shall not be used for their own gain, or for that of others either directly or indirectly.

4.PROFESSIONALISM
Serve Cyan honestly and faithfully and strictly serve Cyan’s affairs and the affairs of its constituents. Disclose and assign to Cyan all interest in any invention, improvement, discovery or work of authorship that they may make or conceive and which may arise out of their employment with Cyan. If their employment is terminated, all rights to property and information generated or obtained as part of their employment relationship will remain the exclusive property of Cyan.

5.BUSINESS/WORK ETHICS

a) Respect fellow colleagues and work as a team. They shall at all times be courteous and not let any personal differences affect their work.

b) Ensure good attendance and punctuality and demonstrate a consistently good record in this area.

c) Maintain a standard of personal hygiene and dress appropriately for attendance at work.

d) As a personal responsibility, safeguard both the tangible and intangible assets of Cyan that are under their personal control and shall not use Cyan assets for their personal benefits except where permitted by Cyan.

e) Not indulge in any kind of harassment including sexual harassment or intimidation whether committed by or against any senior/junior, coworker, customer, vendor or visitor. They shall not use language, written or spoken in intra office communication(s) or communication(s) with individual(s) outside the office that may contain any statement or material that is offensive to others.

f) Employees shall also not indulge in any of the following activities except with the prior permission of the competent authority:

I. Borrow money from or in any way place themselves under pecuniary obligation to broker or money lender or any employee of Cyan or any firm or person having dealings with Cyan;

II. Buy or sell stock, share or securities of any description without funds to meet the full cost in the case of purchase or scrip’s for delivery in the case of sale. However, they can make a bona fide investment of their own funds in such stock, shares and securities in line with the employees trading policy.

III. Lend money in their private capacity to a constituent of Cyan or have personal dealings with a constituent in the purchase or sale of bills of exchange, Government paper or any other securities;

IV. Guarantee in their private capacity the pecuniary obligation of another person or agree to indemnify in such capacity any person from loss;

V. Act as agent for an insurance company otherwise than as agent for on behalf of Cyan;

VI. Be connected with the formation or management of a joint stock company;

VII. Engage in any other commercial business or pursuit either on their own account or as agent for another or others;

VIII. Accept or seek any outside employment or office whether stipendiary or honorary; and

IX. Undertake part time work for a private or public body or private person, or accept fee thereof.

DEI Policy

DIVERSITY, EQUITY AND INCLUSION POLICY

1. Introduction
The Company understands that Diversity, Equity and Inclusion (DEI) are core components of embracing different talents, perspectives and backgrounds of our employees and a source of competitive advantage for the organization. We believe that diverse teams are a source of strength that supports us in achieving our purpose and the best outcomes for our organization

2. Scope and Application of Policy

2.1 This Policy applies to all employees of the Company. ;

2.2 There shall be alignment between this Policy, Code of Conduct and any related regulatory or legal requirements.

3. Policy Statement
The Company will support and progressively work towards building a diverse, equitable and inclusive work environment.

4. Definitions
In this Policy and any associated procedures and guidelines, the following terms are defined:

Company means Cyan Limited (may also be referred to as “the Company”, Cyan” “us”, “our”, or “we”)
Diversity means accepting and welcoming people by respecting and appreciating what makes them different, whether it is gender, age, ethnicity, race, religion, disability, education, culture, belief, national origin, marital status, or other aspects.
Employee means persons employed by the Company, whether full time or part time, regular or contract.
Equity means being fair, transparent, and just. Taking deliberate actions to remove barriers that hinder opportunities and disrupt well-being. It is important to understand that ‘equality’ and ‘equity’ are not the same. Equality means treating everyone the same regardless of their needs and circumstances. Equity means treating people fairly in accordance with their needs and circumstances.
Inclusion means making employees feel welcome, valued, respected, heard, and supported. It is about empowering employees, recognising their special talents, and providing the right conditions for them to reach their full potential.
Management means managers, department heads, leaders.

5. Purpose:

Expand our talent pool and bring in new perspectives, backgrounds and experiences
Create a fair and respectful work environment for everyone
Advance an inclusive culture by building trust and collaboration
Improve organizational effectiveness
Enable the organization to be globally competitive

6. Key Steps for Building a Diverse, Equitable and Inclusive Culture:
i. Increase diverse representation, particularly in leadership and critical roles

Attract, retain and develop a diverse mix of people who value our organization culture and standards and will add something different that will positively contribute to the work environment.

Develop and invest in our leaders and managers and build their capability to ensure a culture where DEI is embraced and supported.

ii. Strengthen leadership accountability

Hold leaders and managers accountable for DEI progress at organizational, department and team levels.

iii. Enable equity through fairness and transparency

Incorporate DEI lens in our policies and procedures.
Make our communications gender neutral and inclusive.
Periodically review for pay gap differences for people in same jobs with similar experience and education. Differences in pay due to performance differentiation are valid.
Management to ensure all people decisions are fair and merit based.
Management to ensure equal opportunity is provided for employment, promotion, and development.

iv. Promote openness, and uphold a zero-tolerance policy for microaggressions (such as harassment, discrimination, bullying, retaliation)

Educate staff on prevention of microaggressions and benefits of creating a respectful work environment.
Establish a code of conduct and ensure employees are aware of it.
Ensure a reporting/whistleblowing procedure and inquiry committee are in place to report and investigate such matters.
Ensure zero-tolerance against any retaliation resulting from the reporting and investigation.

v. Foster belonging by listening to all voices and supporting

Support employees to meet their diverse needs in managing career along with personal responsibilities.
Contribute to corporate philanthropy and sustainability initiatives.

vi. Tailor DEI initiatives for impact

Design DEI initiatives appropriate for the organization and location culture to get local buy-in and create impact.

7. Responsibilities:

DEI is everyone’s responsibility.
All employees are expected to exhibit conduct that promotes a diverse, equitable and inclusive environment, comply with the Company’s Code of Conduct and are required to attend related trainings and activities.
Managers and department heads are responsible for being role models and for coaching their people on the above.
Leadership is responsible for driving and embedding DEI and accountability into the culture and be inspiring role models.
DEI Committee is responsible for assessing needs, developing, and executing a DEI action plan.

8. Administration
This policy shall be administered by HR

9. Amendments
The Company reserves the right to change or withdraw all or any part of this Policy at any time. Changes will require approval of the Board of Directors of the Company.

WHISTLEBLOWER POLICY

1. Preface

Ethics and responsible behavior, which define the high standard of governance and business conduct to which we pledge ourselves as an organization, has always been our core strength. Towards this end, Cyan Limited (“CYAN”, “the Company”) has adopted the Business Code of Conduct (“the Code”), which lays down the principles and standards that should govern the actions of the Company and its Associates (employees, advisors, directors, interns). Any actual or potential violation of the Code, howsoever insignificant or perceived assuch, would be a matter ofserious concern for the Company. The role of the Associates in pointing out such violations of the Code cannot be undermined All Associates are expected to report violations of the Code. Further, all Associates who report violations of the Code are assured that no Associate shallsuffer retaliation, demotion, penalty or any other adverse consequence for their act of reporting a violation.

For this purpose, the Company has implemented a Whistleblowing mechanism which encourages and enables all concerned to raise serious concerns within the organization rather than overlooking a problem or ‘blowing the whistle’ outside.

2. Policy Statement And Applicability

This policy is a statement that improper, unethical or inappropriate behavior within the organization is unacceptable and this statement is endorsed and supported at the highest level.
This policy applies to all stakeholders of the Company including Associates, Board, vendors (such as contractors, suppliers, consultants, agents with whomthe Company hasagreementsin place) business partners,shareholders. The Company shall make this policy known to allstakeholders.
The Company expects all stakeholders to not only abide by our standards of business conduct but also to speak out about any concerns they have or have observed regarding business ethics, safety, environmental performance or other possible breaches of compliance.

3. Objectives

To ensure that all cases of suspected wrongdoing and misconduct are reported and managed in a timely and appropriate manner.
To encourage identification of all improper, unethical or inappropriate behavior to be challenged at all levels of the organization.
To ensure confidence in all Associates and other associated individuals to question and raise concerns in the best interest of the organization.
To provide clear procedures for reporting of such mattersin a confidential manner and allow feedback on corrective measures employed.
To administer and manage all disclosures in a timely, consistent and professionalmanner.
To provide assurance that all disclosures will be taken seriously and to reassure a whistle-blower for protection from possible reprisals or
victimization

4. Definitions

In this Policy and any associated procedures and guidelines, the following terms are defined:

Company means Cyan Limited (may also be referred to as “the Company”, Cyan” “us”, “our”, or “we”)
Diversity means accepting and welcoming people by respecting and appreciating what makes them different, whether it is gender, age, ethnicity, race, religion, disability, education, culture, belief, national origin, marital status, or other aspects.
Employee means persons employed by the Company, whether full time or part time, regular or contract.
Equity means being fair, transparent, and just. Taking deliberate actions to remove barriers that hinder opportunities and disrupt well-being. It is important to understand that ‘equality’ and ‘equity’ are not the same. Equality means treating everyone the same regardless of their needs and circumstances. Equity means treating people fairly in accordance with their needs and circumstances.
Inclusion means making employees feel welcome, valued, respected, heard, and supported. It is about empowering employees, recognising their special talents, and providing the right conditions for them to reach their full potential.
Management means managers, department heads, leaders.

4. Scope

Whistleblowing means a disclosure of information made by any Associate or contractor, an external person or body where they reasonably believe that one or more of the following matters is happening now, took place in the past or islikely to happen in the future. This is a non-exhaustive list of examples:

Conduct by anyone, which is unlawful or may damage the reputation of the Company.
Failure to comply with legal obligations.
Damage to organization’s assets and corporate image.
Possible fraud / corruption / incorrect financial reporting with malafide intentions.
Illegal use of sensitive corporate data; misuse or unauthorized disclosure of Confidential Information.
Violation / non-compliance of corporate policies governing business conduct.
Violation of health, safety & environmental standards applicable to the business.
Harassment, discrimination or other unfair employment practices.

TheWhistleblowing Policy does not apply to Associates’ careerrelated issueslike increment, promotions,transfers,relocations, trainings, etc. for which a grievance procedure as defined by HR may beused.

5. Protection Of The Whistle-blower

Complete confidentiality of complainants will be maintained, unless disclosure is essential for the purpose of carrying out the investigation.
Complainants will be protected from any form of retaliation or victimization for genuinely held concerns that are raised in good faith.

6. Procedure

The complainant has the option to maintain anonymity by not mentioning their name if reporting a violation (whether suspected or actual). However, anonymous reporting is not encouraged by the Company as it makes investigation of the complaint difficult. Investigation will be most effective if the complainant comes forward to register the complaint. The Company facilitates by ensuring the complainant is protected and different options are available for submitting the complaint directly to Internal Audit as follows:

Submit the complaint to Head of Internal Audit in writing on the Learn & Share Report (Annexure A ) as soon as possible, to ensure a clear understanding of the issues being raised.
Submit the complaint to Head of Internal Audit in writing on the Learn & Share Report (Annexure A ) as soon as possible, to ensure a clear understanding of the issues being raised.
If complainants are not comfortable submitting the report in person, then they may use the independent “Speak Out” email address speakout@dawoodhercules.com to raise their concerns. Through this channel, concerns would be reported directly to the Head of Internal Audit.

Alternatively, they can also register a complaint with the Head of Internal Audit by calling on the confidential “Speak-Out”
Hotline: 021-3564-4150.

- In case of harassment, the complaint may be raised through supervisor, Internal Audit, HR, a trusted colleague or directly to any member of the Harassment Inquiry Committee (refer Annexure 3 of Policy on Protection against Harassment at the Workplace)

Information listed below should be included in the complaint where possible:

- an outline of the known or suspected wrongdoing;

- details, to the best of your knowledge, about when, where, what and how it occurred;

- List of names of those suspected of being involved (both within the Company & externally);

- a list of the names of anyone who may have relevant information; and your name and contact details. Please note that
  these will be kept confidential as far as is reasonably practicable.

You will not be expected to prove the wrongdoing that you believe you have witnessed or suspect. However, if you have
proof that a wrong has been committed, then you are expected to provide that evidence to Internal Audit.

As part of this process, concerned authorities will contact you and can schedule a meeting to discuss the incident.

7. Investigation

Concerned authorities will decide how to respond in a responsible and appropriate manner under this policy. They will also determine whether an investigation is appropriate, and the form that it should take. Some trivial concerns may be resolved by agreed action without the need for investigation. An investigation, if required, will be conducted by Internal Audit as speedily and sensitively as possible in accordance with all relevant laws and regulations. If appropriate, you will be regularly informed on the progress of these investigations and any action taken or to be taken.

The purpose of investigationis:

- to identify the root causes ofwrongdoings;

- to establish if a wrongdoing has occurred, and if so to what extent; and

- to minimize risk of further wrongdoing, to prevent any further loss of assets, damage to reputation and to protect all sources of evidence by
  proposing corrective and preventive controls.

We will endeavor to handle investigations as fully, promptly and fairly as possible. As far as reasonably practicable, the confidentiality of the person reporting the suspected wrongdoing will be maintained. A person / committee who is investigating any concern under this policy shall be empowered to seek information from the relevant persons and the concerned departments of the Company shall also cooperate with him. The written investigation report will be preferably issued within (30) thirty days from the date of assignment of investigation.

At the end of the investigation, a written report that provides the findings, basis of findings, conclusion and recommendations will be submitted to the Chairman BAC. If an investigation concludes that an improper or unethical act has been committed, the Chairman BAC shall recommend to the CEO to take such disciplinary or corrective action as Chairman BAC deems appropriate. Where it is believed that criminal activity has taken place, the matter may be reported to the police and appropriate legal action taken. Chairman BAC should decide about disposal of the concern and advise Head of Internal Audit (HIA) to disseminate messages across the organization for avoidance of such incidents in the future.

If complainant is not satisfied with the investigation or its conclusion, they should write directly to the Chairman BAC along with reasonable justifications. Where this is not appropriate, they should write to the Chairman of the Company, detailing their concerns.

In case of investigation of a harassment complaint, the Harassment Inquiry Committee willsubmit a written report to the Competent Authority as per the process defined in the Inquiry Committee’s ToR (refer Policy on Protection against Harassment at the Workplace and its annexures for details).

8. Reporting In Good Faith

If an allegation is made in good faith and best interest of the Company, but it is not confirmed by investigation, no action will be taken against the complainant. In the event that a reporter believes that they are being victimized or subjected to a detriment by any person within the Company or by any outsider as a result of reporting a concern or assisting the Company in any investigation under this policy they must inform the Chairman BAC immediately and appropriate action will be taken to protect them from any reprisal.

If, however, allegations aremade that aremalicious or simply to cause anger, irritation or distress, or due to any personal rivalry other than in the best interest of the Company, disciplinary action may be taken against the complainant. Similarly, one must not seek any personal gain through this policy.

9. Record Keeping

HIA will produce a quarterly report documenting all concerns and the actions taken to resolve them for the review of BAC and CEO.

Records of all whistle-blowing concerns, investigations and reports are to be retained for at least five years.

10. Amendment

The Company reserves the right to change or withdraw all or any part of the policy at any time. Approval authority will be the
same as for Business Code of Conduct.

11. Administration

The BAC has overall responsibility for this policy, ensuring that the highest level of governance is involved in dealing with any matter that is raised under this policy. The Board of Directors of the Company also commits to support the BAC in managing the policy, as far as practicable, for the best interest of its varying stakeholders. The day-to-day responsibility for administration of this policy rests with the HIA.

PROTECTION AGAINST HARASSMENT AT THE WORKPLACE

1. Policy Statement

- The Company aims to provide a safe and respectful work environment for everyone. Hence, in compliance with the Law “Protection against Harassment of Women at the Workplace, Act 2010, Amendment 2022” (refer Annexure 1), the Company has adopted the Code of Conduct for Protection against Workplace Harassment (refer Annexure 2) defined in the Law and abides by the procedure mentioned in the Law for appeal aimed at establishing a safe working environment, free from intimidation and abuse for allemployees.
- It isthe Company policy to maintain a code of conduct that assures everyoneworking at our organization the rightto dignity and respect. The Company will not tolerate any type of harassment, sexual or otherwise, abuse, discrimination, derogatory remarks or inappropriate jokes.

2. Eligibility For Protection Under This Policy

While the Law contains the term “Women” in its name, it applies to any person (refer definition of Complainant in the above- mentioned Law). The Company goes a step beyond and applies the same procedure for all employees.

3. Reporting And Investigationprocedure

The Company has established an Inquiry Committee (refer Inquiry Committee Structure – Annexure 3) to work in this regard and to undertake the following measures for implementation of thispolicy:
a. Adaptation of the Code of Conduct for Protection against Harassment to apply it for all genders.
b. Address complaints assoon as possible and according to the defined procedure.
c. Ensure that justice is done swiftly and retaliation against the complainant is curbed.
d. Inform and educate the employees to make them aware of the policy and to encourage a professional and respectful work
environment for all employees.

- Harassment and its manifestations, informal and formal complaint procedures are defined in the Code of Conduct for Protection against Harassment (Annexure 2 of this policy).

- A detailed explanation about the inquiry procedure following a formal complaint and the role of the Inquiry Committee are given in the Inquiry Committee’s Terms of Reference (Refer Annexure 4 -IC ToR).

- It is strongly recommended that any employee experiencing or witnessing harassment should start documenting the events in detail immediately (what, why, where, who, when, how) and report the incident as soon as possible. The complaint can be registered either informally or formally as per the definedprocedures.

- It is the responsibility of management to ensure fairness and justice in all suchcases.

- It is a serious offence to make a false accusation and anyone found guilty of doing so will face strict disciplinary action.

4. Expectation Fromemployees

- Employees are expected to comply with this policy.

- For more information on the expected behaviours, refer guidelines for Workplace Etiquette, Dress Code and Disciplinary Action.

5. Amendments

- All or any part of this policy may be changed at any time in compliance with any changes in the applicable law.

6. Administration

- This Policy shall be administered by HR.

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