CODE OF CONDUCT /

CODE OF BUSINESS CONDUCT AND ETHICS

Note: This document is the exclusive property of Stellar Value Chain Solutions Pvt
Ltd and is intended for use within the Organization. No reproduction,
transmission outside the company in part/ whole is permitted without the express
permission of the Management. All Rights Reserved.

Prepared by Reviewed by Approved by

Mr. Ankit Satia Mr. Sunil Singh (CHRO) Board of Directors
(Manager – Mr. Parag Joshi (CFO)
Internal Audit) Mr. Dhaval Agarwal (CSO)
Mr. Anshuman Singh (CMD)

Reviews & Amendments:

Version Modified Reviewed Approved Reason for Revision

No. by by by revision Date

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 Contents
A. APPLICATION AND SCOPE

B. OBJECTIVE OF THE CODE

C. VISION & MISSION

D. THE STELLAR CODE

E. STELLARNESS – OUR DNA

CODE OF CONDUCT/ CODE OF BUSINESS CONDUCT AND ETHICS

1. National Interest
2. Customer Focus
3. Accountability – Honesty, Integrity, Due Care and Diligence
4. Compliance With Laws, Rules & Regulations
5. Event Based Disclosures to Board
6. Financial Reporting and Record Keeping
7. Safeguarding and Proper Use of Company’s Assets
8. Corporate Opportunities
9. Conflict of Interest
10. Equal Opportunities to All Employees
11. Teamwork and Spirit
12. Competition and Fair Dealing
13. Intellectual Property Rights
14. Confidentiality of Information
15. Health & Safety
16. Sustainable Development
17. Public Representation of the Company and the Group
18. Conduct relating to Customer, Employees, Partners, Vendors, Community
etc.
19. Sexual Harassment
20. Gift and Donation
21. Political Non-alignment
22. Duties of Independent Director’s
23. Reporting an Illegal or Unethical Behaviour/Whistle Blower
24. Group Policies
25. Affirmation of Code
26. Periodic Review, Amendment, Modification and Waiver

ACKNOWLEDGEMENT FORM – CODE OF CONDUCT & STELLAR PLEDGE

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 CODE OF CONDUCT /
CODE OF BUSINESS CONDUCT AND ETHICS
A. APPLICATION AND SCOPE
This code is applicable to the Board of Directors and Senior Management employees
(hereinafter referred to as “Specified Persons”) and to all the employees of Stellar
Value Chain Solutions Pvt Ltd as well as to all its subsidiary companies (herein after
referred to as “Company”), being:
➢ Stellar Innovative Transport Solutions Private Limited
➢ Stellar Kelvin Cold Chain Logistics and Distribution Private Limited
“Senior Management” employees shall mean personnel of the Company who are
members of its core management team excluding Board of Directors. Normally, this
would comprise of all members of management one level below the executive
directors, including all functional heads, the Company Secretary, CFO etc. This code is
applicable to the executive and non- executive directors to the extent of their role and
responsibilities in the organization.
This code must be complied both, in letter and spirit, by Specified Persons. They are
also required to affirm compliance on an annual basis. The Directors Report of the
Company shall contain a declaration to this effect signed by the Managing Director.
Every Director and employee shall be responsible for the implementation of and
compliance with the Code in his/ her roles & responsibilities. Failure to adhere to the
Code could attract severe consequences, including termination of directorship/
employment.
The code is applicable to all the employees to such extent as may be applicable
depending upon their role and responsibilities. The Board of Directors reserves the
right to expand/ amend the extent of coverage of employees under the code.

B. OBJECTIVES OF THE CODE

With a view to maintain high standards that the company requires, the following
rules/ code of conduct should be observed in all activities in respect of the Company.
Failure to comply with the code will result in the institution of disciplinary proceedings
against the people involved.
The Company appoints the Chief Human Resource Officer as a compliance officer for
the purposes of this code, who will be available to assist specified Persons &
Employees wherever required or to answer questions and to help them comply with
the code.
Any violation/ suspected violation of the code must be promptly communicated to
the compliance officer of the company which would be taken up in the meetings of
the Board of Directors.

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C. VISION & MISSION

VISION
Stellar shall endeavour to contribute significantly to transforming the supply chain
landscape of India and play its part in the country’s USD 10 Trillion GDP journey.

MISSION
We partner in our customers’ growth by providing agile, scalable, technology enabled,
Integrated Supply Chain (Warehouse & Transportation) Solutions through
unparalleled capabilities.
We help our customers in improving their Service levels and Fill Rates, Reduce their
Cost of Supply Chain and help Free Cash Flows thus helping
them to increase their Revenue and Profits.

D. THE STELLAR CODE

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E. STELLARNESS – OUR DNA
DNA – What is DNA?
• This is what defines us.
• This is who we are.
• This is our identity.
• This is what we stand for.
• This is what we believe in.
• This is non-negotiable.

STELLAR DNA

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 CODE OF CONDUCT /
CODE OF BUSINESS CONDUCT AND ETHICS
1. NATIONAL INTEREST
The Company is committed to benefit the economic development of the country i.e.,
“INDIA” in which it operates. Also, the company shall undertake viable projects or
activity which will also be beneficial to the wider interests of the communities in which
it proposes to operate.
The company’s management practices, and business conduct shall apart from
benefiting the stakeholders will also recognise importance of benefits to the country,
localities, and communities in which it operates, to the extent possible and affordable,
and shall be in accordance with the laws of the land.
The company, in the course of its business activities, shall respect the culture, customs
and traditions of each state and region in which it operates. It shall conform to all rules,
regulations, and trade procedures, including licensing, documentation, and other
necessary compliances as is required for the conduct of the business.
Stellar as an organization shall:
• Not engage in any activity that would adversely affect this objective.
• Not undertake any project or activity to the detriment of the Nation’s interest
or that will have any adverse impact on the social, economic, and cultural life
patterns of its citizen.
• Conduct its business affairs in accordance with the economic regulations,
developmental, social foreign policies, objectives, and priorities of the Nation’s
Government.
• Strive to make a positive contribution to the achievement of such goals at the
international, national, and regional levels as appropriate.

2. CUSTOMER FOCUS
The Specified Persons shall focus on customer satisfaction, which shall be the basic
motto of the Company’s business. They shall ensure that the communications given
are accurate and truthful and do not deliberately omit important facts or shall not be
of misleading nature.
The company shall be committed to provide services of world class quality standards,
consistent with the requirements of its customers, while striving for their total
satisfaction.

3. ACCOUNTABILITY - HONESTY, INTEGRITY, DUE CARE AND

DILIGENCE
Specified Persons of the Company shall conduct their activities, on behalf of the
Company and discharge their duties in good faith and integrity in business judgment
and in the best interests of the Company and its stakeholders. They are expected to
use their best endeavours and organize the resources for advancing the Company’s

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mission. They are expected to act ethically, honestly, diligently and in good faith to
protect the Company’s brand equity and image. They shall act in good faith,
responsibly, with due care, competence, and diligence, without allowing their
independent judgment to be subordinated. They shall act in the best interests of the
company and fulfil their fiduciary obligations.
Every employee of the Company shall ensure, at all times, the integrity of data or
information furnished by him/ her to the company. He/ she shall be entirely
responsible in ensuring that the confidentiality of all data is retained and in no
circumstance transferred to any outside person/ party in the course of normal
operations without express guidelines from/ or, the approval of the management.

4. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

The company shall be committed to good corporate citizenship. The company
believes that through responsible corporate citizenship, they will not only be able to
manage potential risks but also convert these risks to opportunities.
All applicable laws, rules and regulations shall be complied with. In order to assist the
company in promoting lawful and ethical behaviour, any possible violation of laws,
rules, regulations, or the code of conduct shall be reported to the Board of Directors
through the Company Secretary/ Compliance Officer.
Specified Persons of the Company are required to conduct their business and affairs
in full compliance with applicable laws, rules, and regulations in letter as well as spirit
and shall encourage and promote such behaviour for themselves, officers, and
employees across the organisation.
Specified Persons must comply with all applicable governmental laws, rules, and
regulations and they must acquire appropriate knowledge of the legal requirements
relating to their duties to enable them to ensure compliance, recognize potential
dangers, and to know when to seek advice from the relevant department.
Violations of applicable statutory and regulatory laws, rules and regulations may
subject the Specified Persons to personal criminal or civil liability as well as to
disciplinary action by the Company. Such individual violations may also subject the
Company to civil or criminal liability or the loss of reputation or business.
We will conduct our business as a responsible corporate citizen and shall be
committed to the compliance of all the applicable legal and compliance framework
of the Country/ Region in which we operate by the letter of the law and in spirit. Also,
company shall actively assist in the improvement of quality of life of the people in the
communities in which it operates.
The company shall encourage volunteering by its employees and collaboration with
community groups. The Company expects its employees to function in line with this
principle. Considering that our businesses are spread over multiple locations, a
common approach should be adopted, to the extent possible, in matters that impact
us at more than one location. Any unlawful means of whatever nature to overcome
difficulties in the operation or implementation of legislation is expressly prohibited.
Stellar as an organisation is also encouraged to develop systematic processes and
conduct management reviews, so as to set strategic direction for social development
activity. The company shall not treat these activities as optional but should strive to
incorporate them as an integral part of its business plan.

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5. EVENT BASED DISCLOSURE TO BOARD
Specified Persons shall make disclosures to the Board relating to all material financial
and commercial transactions, where they have personal interest, that may have a
potential conflict with the interest of the company at large (for e.g., dealing in
company shares, commercial dealings with bodies, which have shareholding of
management and their relatives etc.)

6. FINANCIAL REPORTING AND RECORD KEEPING

Stellar Value Chain Solutions Pvt Ltd and all its subsidiary companies (“Company”) are
required to comply with strict accounting principles and regulations. It is critical to
ensure that all transactions are properly identified, analysed, and recorded. Regardless
of whether a Specified persons are directly involved in financial reporting or
accounting, most come into contact with financial transactions directly or indirectly.
All reasonable efforts are expected to ensure that all business records and reports are
accurate, complete, and reliable.
The Company shall prepare and maintain its accounts fairly and accurately and in
accordance with the accounting and financial reporting standards which represent
the generally accepted guidelines, principles, standards, laws, and regulations
applicable to the company.
Internal accounting and audit procedures shall reflect, fairly and accurately, all the
Company’s business transactions and disposition of assets and shall have internal
controls to provide assurance to the Company’s board and shareholders that the
transactions are accurate and legitimate.
All required information shall be accessible to Company auditors and other authorised
parties and government agencies.
There shall be no wilful omissions of any Company transactions from the books and
records, and there shall be no advance‐income recognition and hidden bank account
and funds.
Any wilful, material misrepresentation of and/ or misinformation on the financial
accounts and reports shall be regarded as a violation of the Code, apart from inviting
appropriate civil or criminal action under the relevant laws. No employee shall make,
authorise, abet, or collude in an improper payment, unlawful commission, or bribing.

7. SAFEGUARDING AND PROPER USE OF COMPANY’S ASSETS

The use of Company’s Assets for illegal or non-ethical business purposes shall be
strictly prohibited. Protecting the Company’s assets regardless of whether the same
is tangible or intangible is the responsibility of each Specified Persons. They must
protect the Company’s assets and information and may not use these for personal
use, unless approved by the appropriate authority.

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8. CORPORATE OPPORTUNITIES
Except as approved by the Board, the Specified Persons are prohibited from:
a) Taking any personal opportunities directly or indirectly that belong to the
Company.
b) Using the Company’s property, information, or position for personal gain/
advantage or to cause detriment to the Company; and
c) Competing with the Company.

9. CONFLICT OF INTEREST
"Conflict of Interest" generally describes situations where an employee's own interest
may influence the way he or she handles company’s business. It usually involves a
situation where an employee or an employee's family members can benefit personally
from transactions involving the company.
While a possible conflict between personal interests and company interests does not
always result in damage to the company, its very existence creates an inappropriate
condition. Even the appearance of a conflict of interest should be avoided.
A conflict of interest can exist when an employee or his/ her family member has a
direct or indirect financial interest in, or receives any compensation or other benefit
from, any individual or firm that:
• Sells material, equipment, or property to the company.
• Renders any service to the company.
• Has contractual relations or business dealings with the company,
including leases and purchases; or
• Competes with or engages in a similar business as that of the company.

A conflict of interest may also exist when an employee uses company equipment,
personnel, or facilities for personal gain. Financial interests in businesses do not
include ownership of shares of the company, provided that the financial interest does
not exceed two percent of the Company’s paid up share capital.
Conflicts can arise in many situations. It is not possible to cover every possible conflict
situation and at times, it will not be easy to distinguish between proper and improper
activity. Set forth, are some of the common circumstances that may lead to a conflict
of interest, actual or potential: -
a) They should not engage in any activity/ employment that interferes with the
performance or responsibility to the company or is otherwise in conflict with or
prejudicial to the company.
b) They and their immediate families should not solely for the sake of making
profit invest in a company, customer, supplier, developer, or competitor and
generally refrain from investments that compromise their responsibility to the
company.
c) They should generally avoid conducting company business with a relative or
with a firm/ company in which a relative/ related party is associated in any
significant role. If such related party transaction is unavoidable, it must be fully
disclosed to the Board of the Company.
If a proposed transaction or situation raises any questions or doubts in your mind, you
should consult the Company Secretary or Chief Human Resource Officer.

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Specified Persons of the Company shall ensure that their personal interest doesn’t
conflict with the interests of the Company/ the group. They shall not engage in any
business, relationship, or activity, which may be in conflict with the interests of the
Company.
A Specified Person involved in any of the types of relationships or situations described
in this Code should immediately and fully disclose the relevant circumstances to his
or her supervisor, if any, or any other appropriate supervisor, or to Chief Human
Resource Officer or the Chairman & Managing Director and CEO, for a determination
about whether a potential or actual conflict exists. If an actual or potential conflict is
determined, the Company may take whatever corrective action appears appropriate
according to the circumstances. Failure to disclose facts shall constitute grounds for
disciplinary action. A conflict of interest exists where the interests or benefits of one
person or entity conflict with the interests or benefits of the Company/group.

Examples include:
Employment/ Outside Employment (applicable to our Senior Management
personnel only)
In consideration of the employees’ employment with the Company, the employees
are expected to devote their full attention to the business interests of the Company.
Employees are prohibited from engaging in any activity that interferes with the
employees’ performance or responsibilities to the Company or is otherwise in conflict
with or prejudicial to the Company. Our policies prohibit any employee from
accepting simultaneous employment with a Company supplier, customer, developer,
or competitor, or from taking part in any activity that enhances or supports a
competitor’s position. Additionally, employees must disclose to the Company any
interest that they have and may conflict with the business of the Company. All queries
on this will be addressed to the Human Resources department.

Outside Directorships
The Directors must disclose their Directorship, Committee membership on the Board
of other companies and substantial shareholding in other companies to the Board on
an annual basis. It is a conflict of interest to serve as a director of any company that
directly competes with the Company. Specified Persons must obtain approval from
the Board of Directors before accepting a directorship other than in respect of
companies in which a Director of the Company was already a director of any other
company before joining the Board of Directors of the Company. Such approval may
be conditioned upon the completion of specified actions. A Director shall additionally
comply with the provisions of Companies Act, 2013 and the provisions of listing
agreement with stock exchanges.

Business Interests
If a Specified Person is considering investing in a Company customer, supplier,
developer, or competitor, you must first take great care to ensure that these
investments do not compromise their responsibilities to the Company. Many factors
should be considered in determining whether a conflict exists, including the size and
nature of the investment; your ability to influence the Company’s decisions; access to
confidential information of the Company or of the other company; and the nature of
the relationship between the Company and the other company.

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Related Parties
As a rule, a Specified Person should avoid conducting Company business with a
relative, or with a business in which a relative is associated in any significant role.
Relatives shall mean relatives as defined under the provisions of Companies Act, 2013.
Related party transactions of Directors must be dealt with in accordance with the
provisions of the Companies Act, 2013. The Company must disclose, and report related
party transactions, as required under applicable statutory and regulatory provisions,
accounting rules, Indian Companies Act, and securities market rules. Any dealings
with a related party must be conducted on arm’s length basis. The Company
discourages the employment of relatives in positions or assignments within the same
department and prohibits the employment of such individuals in positions that have
a financial or other dependence or influence (e.g., an auditing or control relationship,
or a supervisor/ subordinate relationship). The purpose of this policy is to prevent the
organizational impairment and conflicts that are a likely outcome of the employment
of relatives or significant others, especially in a supervisor/ subordinate relationship. If
a question arises about whether a relationship is covered by this policy, the Human
Resource department is responsible for determining whether an Employee’s
acknowledged relationship is covered by this policy and the decision. Wilful
withholding of information regarding a prohibited relationship/ reporting
arrangement will be subject to corrective action, up to and including termination. If a
prohibited relationship exists or develops between two Employees, the Employee in
the senior position must bring this to the attention of his/ her supervisor if any or to
People Office. The Company retains the prerogative to separate the individuals at the
earliest possible time, either by reassignment or by termination, if necessary.
NOTE: In the event of any doubt pertaining to conflict, please discuss it with your
reporting authority, if any, to agree on the way forward.

10. EQUAL OPPORTUNITIES TO ALL EMPLOYEES

All attempts should be made to maintain equality and fair justice while dealing on
behalf of the Company. The specified persons shall be committed to provide a work
environment free from unlawful discrimination, harassment, and intimidations of any
nature. Any kind of harassment and discrimination based on gender, religion, age, sex,
national origin, and other such characteristics shall be strictly prohibited. They shall
strive for maintaining a safe workplace by following safety and health rules and
practices.
The company shall provide equal opportunities to all its employees and all qualified
applicants for employment without disregard to their race, caste, religion, colour,
ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin, or
disability.
Human resource policies shall promote diversity and equality in the workplace, as well
as compliance with all local labour laws, while encouraging the adoption of
international best practices.
Employees of the company shall be treated with dignity and in accordance with the
company’s policy of maintaining a work environment free of all forms of harassment,

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whether physical, verbal, or psychological. Employee policies and practices shall be
administered in a manner consistent with applicable laws and other provisions of this
Code, respect for the Right to Privacy and the right to be heard, and that in all matters
equal opportunity is provided to those eligible and decisions are based on merit.

11. TEAMWORK AND SPIRIT

The principles of mutual trust, teamwork and spirit shall be appreciated and
maintained. Best efforts shall be made to contribute to an environment that builds
confidence and empowers people through personal and professional growth. They
shall attempt that the teams grow together through collaborative working, skills
development, knowledge sharing and learning from each other. Employees being
invaluable assets shall be motivated to achieve higher goals.

12. COMPETITION AND FAIR DEALING

Specified Persons should not take unfair advantage of anyone through manipulation,
concealment, and misrepresentation of material facts or any other unfair practices.
Specified Persons should ensure dealings with stakeholders are done in a fair manner.
The Company will use its resources, knowledge, and expertise to its competitive
advantage, but we will avoid undermining the operation of free markets. We respect
the rights of others to carry on their business. We will also avoid putting undue
pressure on customers in ways that may reduce or remove their ability to choose
between services of competitors. We shall support the development of laws that
promote, encourage, or result in fair competition.
The company shall fully support the development and operation of competitive open
markets and shall promote the liberalisation of trade and investment in the country
and market in which it operates. Specifically, none of the companies of Stellar Group
or employee shall engage in restrictive trade practices, abuse of market dominance
or similar unfair trade activities.
The company or employee shall market the company’s products and services on their
own merits and shall not make unfair and misleading statements about competitors’
products and services. Any collection of competitive information shall be made only
in the normal course of business and shall be obtained only through legally permitted
sources and means.

13. INTELLECTUAL PROPERTY RIGHTS

Intellectual Property Rights is an important area for the success of the Company.
Specified Persons should ensure that intellectual property rights of the Company viz
Trademarks, Trade name, Copyrights, etc. are duly protected through registration of
the same in the name of the Company with concerned statutory authorities to
prevent any misuse of the same by others. Any suspected infringement by any person,
if coming to notice of Specified Persons should be forthwith brought to the attention
of Compliance Officer for initiating appropriate action.

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14. CONFIDENTIALITY OF INFORMATION
Specified Persons should ensure confidentiality of information they receive and is
disclosed if authorized by the Company or the person from whom the information is
provided or required by law.
Any information concerning the company’s business, its customers, suppliers, etc.,
which is not in the public domain and to which the Specified Persons have access or
possesses such information, must be considered confidential and held in confidence,
unless authorized to do so and when disclosure is required under any law. No Director
shall provide any information either formally or informally, to the press or any other
public media, unless specially authorized. Examples of confidential information
include but are not restricted to:
o Information not yet released to the public
o Unpublished company strategy
o Current or future R&D programs, technical breakthroughs and/ or inventions
o Investments, planned mergers or acquisitions
o Information received from customers or partners
o Unpublished Financial data either actual or forecasted
o Employee information

15. HEALTH & SAFETY

The business of the Company shall be carried on in a congenial environment whereby
adequate health and adequate safety measures are taken in the workplace of the
employees. Specified Persons shall ensure that due compliance of all laws and
regulations pertaining to health and safety measures are done on a continuous basis.
The company shall strive to provide a safe, healthy, clean, and ergonomic working
environment for its people. The company shall ensure that appropriate measures are
in place to protect employees, contractors, visitors, and the general public.
Company shall make appropriates policies and procedure to ensure the compliance
with the Health & Safety norms applicable and Specified Persons shall be responsible
to ensure the implementation and review of such policies and procedures. All
employees must adhere to the safety rules as laid down by the Company from time
to time.

16. SUSTAINABLE DEVELOPMENT

The Company believes in sustainable development. For the Company, sustainability
means value creation through responsible operations, which take into consideration
economic, environmental, and social impacts.
The business and operations of the Company shall be conducted in an
environmentally friendly manner. It shall prevent the wasteful use of natural resources
and be committed to improving the environment, particularly with regard to the
emission of greenhouse gases, and shall endeavour to offset the effect of climate
change in all spheres of its activities. The Company, in the process of providing
services, shall strive for economic, social, and environmental sustainability.

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Specified Person shall ensure compliance with all applicable environmental laws,
regulations & internal policies.

17. PUBLIC REPRESENTATION OF THE COMPANY AND THE

GROUP
Stellar as an organisation honours the information requirements of the public and its
stakeholders. All statements made to the media on behalf of the Company shall be
true and fair. Only persons duly authorised by the Management are allowed to interact
with media on specified subjects. Disclosures of any information other than statutory
disclosures or those specifically authorised by the Management is prohibited.
Disclosure of information on proceedings of Board meetings/ committee meetings/
internal meetings, and disclosure of forward‐looking statements is prohibited. In case
any such disclosure must be made, then it has to be approved by the Management
and shall be combined with cautionary statements, wherever required.
Specified Persons shall not disclose non-public information selectively to any
particular group as it may lead to unfair advantage/ discrimination. For any outside
publication of books, articles or manuscripts which relate specifically to the
Company’s business, policies and processes, Specified Person should take the
approval of the Management prior to its release.
All such documents should be supplemented by a statement: “All views &
observations made/ expressed in this article/ presentation are solely that of the
authors and the Company is in no way responsible for the substance, veracity or
truthfulness of such views and statements.”

18. CONDUCT RELATING TO CUSTOMERS, EMPLOYEES,

PARTNERS, VENDORS AND COMMUNITY

Parties which have business dealings with any of the Stellar Group companies but are
not members of the group, such as consultants, agents, sales representatives,
distributors, channel partners, contractors, and suppliers, shall not be authorised to
represent the company without the written permission of the Company, and/ or if
their business conduct and ethics are known to be in keeping with the Code.
Third parties and their employees are expected to abide by the Code in their
interaction with, and on behalf of, the Company. Stellar Group companies are
encouraged to sign a nondisclosure agreement with third parties to support
confidentiality of information.

Customers:
Our products and services shall be technologically competitive and whilst fulfilling the
needs of our customers, shall offer the best possible value to our customers such that
we become the customers’ first choice for quality and service. No false or misleading
claims shall be made whilst marketing our products or services. Our service standards
shall be of the highest possible order. Mutually beneficial relationships of an enduring
nature shall be built with customers. Our response to the needs and expectations of
customers shall be speedy, courteous, and effective. We shall endeavour to ensure

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that customer complaints and warranties are attended to the satisfaction of the
customer.

Employees:
The Company wants to attract, develop, and motivate the best people. We will create
a work environment that is open, honest, and unprejudiced and which encourages
people to achieve their full potential. We will value people's individual and team
contributions and offer opportunities to share in the Company's commercial success.
The Company will recruit, employ, and reward on ability and contribution. We will
provide opportunities for personal growth and professional development and engage
in appropriate communication and consultation with employees. We will promote a
healthy lifestyle. We are an “equal opportunity” organization that prohibits
discrimination or harassment based on race, colour, religion, national origin, sex, age,
sexual orientation, marital status, citizenship status, or disability.

Partners:
The Company will cultivate a global network of collaborative and mutually beneficial
alliances. We will respect partners' customs and traditions and be honest and ethical
in our dealings. We will work with partners in the creation of successful ventures
which have high standards of integrity and business practice. We will use our values
and principles in dialogue with other organizations and in considering new and
existing relationships.

Vendors:
The Company will value the diversity of its vendors. We will work with them in
innovative ways that create added value for our customers and trading partners. The
Company will have a fair procurement process, administering tendering and
contracting procedures in good faith.

Community:
The Company will contribute to the well-being of the societies in which it operates
through its business activities and the skills of its people. The Company will maintain
the highest level of integrity while respecting local laws, customs, and traditions. We
will work with community and other organizations to support non-profit making
activities that benefit wider society. The Company will use its influence to reinforce
the liberating and empowering potential of technology.

19. SEXUAL HARASSMENT

The Company strictly prohibits any kind of sexual harassment. Sexual harassment
includes making unwelcome advances, sexual flirtations, or propositions, continual or
repeated verbal abuse of a sexual nature, graphic verbal commentaries about an
individual's body, sexually degrading words used to describe an individual, humour
and jokes about sex or gender specific traits, sexual innuendo, display in the workplace
of sexually suggestive objects or pictures, and transmission of sexual messages via
voice mail, regular mail, e-mail or the Internet or Intranet.
The company shall make policies and procedure to provide that sexual harassment is
unlawful and establish minimum standards of behaviour for all employees. The policy
should be applicable to conduct that takes place in any work-related context,

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including conferences, work functions, social events, and business trips. Further, the
policy should define workplace sexual harassment and outline procedures for filing
complaints, investigating sexual harassment claims and issuing appropriate
disciplinary measures in the case of violations.

20. GIFT AND DONATIONS

The Company and its employees shall neither receive nor offer or make, directly or
indirectly, any illegal payments, remuneration, gifts, donations, or comparable
benefits that are intended, or perceived, to obtain uncompetitive favours for the
conduct of its business. The Company shall cooperate with government authorities in
its efforts to eliminate all forms of bribery, fraud, and corruption.
However, the Company and its employees may, with full disclosure, accept and offer
nominal gifts, provided such gifts are customarily given and/ or are of a
commemorative nature. Company shall clarify its rules and regulations on gifts and
entertainment in Human Resource policy which will be used for the guidance of its
employees.
The Company and its employees shall not, unless mandated under applicable laws,
offer, or give any company funds or property as donation to any government agency
or its representative, directly or through intermediaries, in order to obtain any
favourable performance of official duties. The Company shall comply with
government procurement regulations and shall be transparent in all its dealings with
government agencies.

21. POLITICAL NON‐ALIGNMENT

The Company shall be committed to and support the constitution and governance
systems of the country.
The Company shall not support any specific political party or candidate for political
office. The Company’s conduct shall preclude any activity that could be interpreted as
mutual dependence/ favour with any political body or person and shall not offer or
give any Company funds or property as donations to any political party, candidate, or
campaign.
Holding or contesting an election for any political post by Specified Persons of the
Company is discouraged as it could interfere with the performance and discharge of
responsibilities towards the Company. If any Specified Person decides to consider
political post, the same shall be disclosed in writing to the Board of Directors. The
Board shall consider whether the acceptance of such post would be in any manner
prejudicial to the interests of the Company and make appropriate recommendations.
The involvement of an employee in civic or public affairs shall be with express approval
from the chief executive of his/ her Company, subject to his involvement having no
adverse impact on the business affairs of the Company or the stellar group.

22. DUTIES OF INDEPENDENT DIRECTORS

The independent directors shall exercise the following duties as given in Schedule IV
of the Companies Act, 2013. The independent directors shall —

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 a. Undertakes appropriate induction and regularly update and refresh
their skills, knowledge, and familiarity with the company.
b. Seeks appropriate clarification or amplification of information and,
where necessary, take and follow appropriate professional advice and
opinion of outside experts at the expense of the company.
c. Strives to attend all meetings of the Board of Directors and of the Board
committees of which they are members.
d. Participates constructively and actively in the committees of the Board
in which they are chairpersons or members.
e. Strives to attend the general meetings of the Company.
f. Where they have concerns about the running of the Company or a
proposed action, ensure that these are addressed by the Board and, to
the extent that they are not resolved, insist that their concerns are
recorded in the minutes of the Board meeting.
g. Keeps themselves well informed about the Company and the external
environment in which it operates.
h. Not to unfairly obstruct the functioning of an otherwise proper Board or
committee of the Board.
i. Pays sufficient attention and ensure that adequate deliberations are
held before approving related party transactions and assure themselves
that the same are in the interest of the company.
j. Ascertains and ensure that the Company has an adequate and
functional vigil mechanism and to ensure that the interests of a person
who uses such mechanism are not prejudicially affected on account of
such use.
k. Report concerns about unethical behaviour, actual or suspected fraud or
violation of the Company’s code of conduct or ethics policy.
l. Acting within his authority, assist in protecting the legitimate interests
of the Company, shareholders, and its employees.
m. Does not disclose confidential information, including commercial
secrets, technologies, advertising and sales promotion plans,
unpublished price sensitive information, unless such disclosure is
expressly approved by the Board or required by law.

23. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOUR/

WHISTLE BLOWER
If any specified persons believes that a violation of or significant deviation from the
Code has occurred or has become unavoidable, he/ she must inform in writing to the
Vigilance Officer and in appropriate cases, to Chairman of Vigilance Committee (being
CHRO) or to the Chairman & Managing Director of the Company.
Every employee of the Company shall promptly report to the management‐CEO/
Chairman & Managing Director when he/ she becomes aware of any actual or possible
violation of laws, regulations, the Code or an event of misconduct, act of

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misdemeanour or act not in the company’s interest. Such reporting shall be made
available to suppliers and partners, too.
Any Stellar employee can choose to make a protected disclosure under the Whistle
Blower policy of the Company and such a protected disclosure shall be dealt
according to Whistle Blower policy of the Company.
Use of the above reporting procedures in bad faith or in a false or frivolous manner
shall be treated as gross violation of the Code.

24. GROUP POLICIES

In order to ensure that all Stellar Group Companies follow the same policies, the
Company being the flagship Company of the Stellar Group, shall recommend to the
Board of Directors of the group companies for the adoption of policies and guidelines
periodically formulated by Stellar Value Chain Solutions Pvt Ltd.

25. AFFIRMATION OF CODE

All Specified Persons shall affirm compliance with the code to the compliance officer
of the Company within 15 days from closure of each financial year or upon revision of
this code in the format specified from time to time. New Specified Persons will sign
such a deed at the time of joining. In the absence of receipt of such affirmation, it will
be deemed that the Specified Persons are in compliance with the code and necessary
reporting/ disclosures in this regard shall be made by the Company to ensure
statutory and regulatory compliance.

26. PERIODIC REVIEW, AMENDMENT, MODIFICATION AND

WAIVER
This Code is subject to periodic review by the Board of Directors & may be amended,
modified, or varied or waived by the Board of Directors as may be deemed necessary
in the interest of the Company and subject to the provisions of applicable laws,
regulations, or guidelines. As a general policy, the Board will not grant waivers to the
Code.

Note: This code does not provide a full, comprehensive, and complete explanation of
all the rules that employees are bound to follow. Employees have a continuing
obligation to familiarise themselves with all applicable laws, company policies,
procedures, and work rules.

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 ACKNOWLEDGEMENT FORM – CODE OF CONDUCT

As a Specified Person being Director/ Senior Management Person/ Employee of the

Company, I hereby acknowledge that I have received and read the document. I
understand that it is my responsibility to consult the Compliance Officer or Chief
Human Resource Officer if I have any questions regarding the provisions of the Code.
I understand and agree that as a Specified Person being Director/ Senior
Management Person/ Employee of the Company it is my responsibility to promote
the application of this Code.

STELLAR PLEDGE

A Stellar India begins with me.

So, this is my pledge to fight mediocrity.
I will perform my duties with patriotism, selflessness, and team spirit.
I pledge to uphold the highest standards of safety in achieving this mission.
I pledge to uphold Stellar's vision and unlock our client's true potential through Value
Chain Transformation.
I will take India to the top 5 in the Global Logistics Performance Index.
This is my goal and the measure of my success.
Jai Hind!

(Signature)
(Name)
Designation
(Date)

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