Document No: WEL-PUR-F-09

Supplier Code of Conduct

INTRODUCTION

Waaree Energies Limited (WEL) continuously strives to enhance net positive impact on the
environment and society that it operates in through initiatives around GHG emissions, resource
efficiency, greening its operations and building a sustainable supply chain. To integrate
Environment, Social, Governance (ESG) concerns within its operations, WEL works towards
aligning itself with global frameworks such as Sustainable Development Goals (SDG), Science
Based Targets (SBT), 10 Principles of United Nations Global Compact (UNGC).

OBJECTIVE

WEL wants to do business with those who share its values and culture of fair and ethical business
practices. WEL has developed this Supplier Code of Conduct (hereinafter referred to as the
“Code”) to guide its Suppliers as to how to engage in ethical, responsible, and legal business
practices in their operations around the world. This Code is applicable to all ‘Suppliers’ i.e.
domestic and international. Suppliers here refer to suppliers, service providers, vendors, traders,
agents, consultants, contractors, joint venture partners, third parties including their employees,
agents and other representatives, who have a business relationship with and provide, sell, seek
to sell, any kind of goods or services to WEL.

COMPLIANCE AND BEYOND

This Code provides the most essential principles and norms required for adherence with global
standards and best industry practices. The Suppliers strive to exceed these principles and norms
through their exemplary actions. WEL expects its suppliers to go beyond their own operations
and include these criteria as a part of their supply chain and engage with their sub-suppliers to
ensure the ESG risks are identified and appropriately mitigated across the supply chain.

MANAGEMENT MONITORING AND EVALUATION

Suppliers and their sub suppliers shall develop internal standards and information management
systems for operationalizing compliance with this Code and monitoring progress. Such standards
and systems shall be updated from time to time to make it consistent with global standards and
prevailing regulations. It is
desirable that Suppliers communicate such standards to their stakeholders at the earliest.
Suppliers shall produce the requisite documents, reports, or any other information required to
verify compliance with this Code, whenever asked for by WEL or by any other entity engaged by
WEL for this purpose. Any failure to provide such documents, reports, or any other information
within such timeline as communicated shall be deemed to be a non-compliance and shall
render the Suppliers, its stakeholders and business associates liable for breach of this Code.
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KEY PRINCIPLES OF CODE OF CONDUCT

i. COMPLIANCE MANAGEMENT

1.STATUTORY COMPLIANCE:

Suppliers and their sub-suppliers must follow all relevant laws, rules, and regulations, including
export laws such as US Export control regulations. They should keep records of all licenses,
permits, and approvals needed to conduct their business and provide copies when asked. It's
recommended that suppliers develop internal systems to monitor changes in regulations and
adapt accordingly.

2. STATUTORY NOTICES:

Suppliers and their sub Suppliers shall inform WEL of any notices, penalties or other sanctions
issued or imposed for violation of existing laws and regulations.

3. TAX EVASION:

WEL shall not accept illegal tax evasion or any assistance in carrying out such evasion. Suppliers
and their Sub suppliers must not participate, directly or indirectly, in deliberately and fraudulently
diverting funds from a tax authority. Suppliers are responsible for ensuring that their agents,
subcontractors, intermediaries, and workers also refrain from such actions by adopting,
maintaining and implementing reasonable processes that prevent such conduct.

4. QUALITY ASSURANCE:
Suppliers and their Sub suppliers must adhere to WEL's quality assurance plan, ensuring that their
supplies and services meet industry standards. They are also responsible for maintaining forward
and backward traceability of their products. Prior consent from WEL is required for procurement
unless otherwise specified. It's recommended that suppliers follow WEL's approved list of vendors
to maintain quality. Any deviations from the plan or list must be promptly communicated to WEL
for final decision. Additionally, suppliers must maintain a quality management system according
to ISO 9001:2015 and internal procedures. They must address any quality concerns raised by WEL
within agreed timelines using RCA and CAPA. Compliance with Waaree technical specifications
is mandatory with no deviations permitted under any circumstances.

5. END USER INFORMATION, SANCTIONS AND DEALINGS WITH EMBARGOED ENTITIES:

The Suppliers acknowledges that all business and other dealings, direct and indirect with
embargoed entities are expressly prohibited. The Suppliers is responsible for
screening all client / end user with which the Suppliers plans to do business or other
dealings against the lists of embargoed / restricted entities maintained by the U.S.,
E.U. and U.N. and any other applicable jurisdictions.

ii. ENVIRONMENT

1. ENVIRONMENT PROTECTION:

Suppliers shall ensure compliance with existing legislations and regulations regarding the
protection of the environment and promotion of good environmental practices. Suppliers should
adopt the precautionary approach principle on environmental hazards. It is advised that
Suppliers should develop and adopt comprehensive environmental protection policy to
shoulder greater environmental responsibility and promote the diffusion of environmentally-
conscious culture within their organizations and their value chains. It is desirable that Suppliers
plan to adopt life cycle-based approach and associated practices.
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2. HAZARDOUS MATERIALS MANAGEMENT:

Suppliers shall ensure that chemicals and other materials posing hazards to human health and
environment are identified and managed responsibly through their safe handling, movement,
storage, recycling, reuse, or/and disposal.

3. WASTE AND EFFLUENT MANAGEMENT:

Suppliers shall ensure that the wastewater and solid waste generated from operations, industrial
processes, and sanitation facilities are monitored, controlled, treated, and disposed of
responsibly in accordance with the norms prescribed by the appropriate authorities or bodies.

4. ENERGY :

Suppliers shall monitor and track energy usage and take necessary steps
to improve energy efficiency. It is advised that appropriate steps be taken to diversify
their energy-mix by adoption of renewable energy sources to minimize reliance on
fossil fuels.

5. WATER :

Suppliers shall only extract water from the legally authorized sources. It is advised that Suppliers
adopt and promote recycling and reuse of water and improve water efficiency. It is desirable
that water conservation interventions such as rainwater harvesting be adopted wherever
feasible.

6. RESOURCE EFFICIENCY AND CIRCULAR ECONOMY PROMOTION:

Suppliers must pledge and advocate for resource efficiency, meaning they should design
products and processes to optimize the use of raw materials and water. Additionally, they should
promote a circular economy throughout their value chain.

7. RESPONSIBLE PRODUCTION AND CONSUMPTION:

Suppliers are advised to take proactive steps to promote responsible production and
consumption. Phasing out of harmful materials and use of raw materials less harmful to
environment shall be promoted wherever possible. It is desirable that Suppliers promote
recycling and reuse of materials and products.

8. GHG EMISSIONS:

Suppliers shall ensure consistent monitoring and tracking of Greenhouse Gases (GHGs) Scope 1 ,
Scope 2 and Scope 3 and other air emissions such as volatile organic compounds
(VOCs), aerosols, corrosives, particulate matters, ozone depleting substances, and
combustion by-products generated from their operations. Suppliers shall responsibly
comply with the emission regulations and norms specified by the appropriate
regulatory authorities. It is advised that Suppliers develop and adopt
interventions to reduce harmful air emissions.

9. ECOSYSTEM:

Suppliers shall take necessary steps to minimize their impacts on

ecosystem and thereby contribute towards preservation and restoration of
biodiversity. It is desirable that Suppliers adopt measures to avoid deforestation and
contribute to the protection and restoration of forests and natural habitats.
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iii. LABOUR & HUMAN RIGHTS

1. FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING:

Suppliers shall recognize and respect employee rights to associate freely and to collective
bargaining. Proactive
steps shall be taken to promote fair working conditions as guided by the international
conventions as applicable.

2. FREEDOM OF SPEECH AND EXPRESSION:

Suppliers shall ensure an enabling environment in which all employees enjoy the fundamental
right to freedom of speech and expression subject to the limitations of public order and morality.

3. FORCED AND COMPULSORY LABOUR:

All forms of forced and compulsory labour shall be strictly prohibited. Suppliers and their sub
suppliers shall ensure that their workforce is free from victims of human trafficking in their entire
Upstream Supply chain. They are advised to develop and adopt systems and practices to
identify and take prompt corrective actions in any such instances.

4. CHILD LABOUR:

Suppliers and their Sub suppliers shall prohibit employment of:

a. Children below 14 years of age or a higher age in case it is determined as
the minimum age of employment or that of compulsory schooling by
prevailing national regulations
b. Adolescents under the age of 18 for hazardous and/or dangerous nature of
work
Suppliers are advised to establish systems and processes to reliably verify identity
and age of their employees through verification of nationally accepted documents/
reports.

5. DISCRIMINATION & EQUAL OPPORTUNITY

WEL expects its suppliers and their sub-suppliers to treat its employees fairly and take steps to
promote diversity and ensure a healthy working environment free from discrimination in hiring,
compensation, access to training, promotion, wages, retirement, working conditions,
assignments, benefits, and discipline based on personal characteristics including but not limited
to ethnic background, race, religion, age, gender, disability, sexual orientation, outlook or social
status.

6. WAGES, WORKING HOURS AND OTHER CONDITIONS OF WORK:

Suppliers are required to uphold all pertinent wage and benefit laws and regulations in their
operational regions. This encompasses various aspects such as minimum wages, overtime
compensation, sick leave, and other forms of remuneration. Wage deductions as a disciplinary
measure are strictly prohibited. Compliance with regulations governing working hours, overtime
pay, leave, and other entitlements of employees is mandatory. Payments to employees must be
made directly in legal tender at regular intervals not exceeding one calendar month, ensuring
fairness and compliance with minimum wage standards. Any deductions from wages must be
communicated to workers beforehand in writing, with no unauthorized deductions permitted.
The conditions of wages, working hours, and other work-related aspects provided by suppliers
should align with or surpass local standards. Suppliers are encouraged to maintain thorough and
well-documented records of employee wages for a reasonable duration.
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7. OCCUPATIONAL HEALTH AND SAFETY AND INDUSTRIAL HYGIENE:

Suppliers shall take reasonable steps to ensure that:

a. Buildings and other infrastructure are built in accordance with the prevailing
norms and are free from hazards to human health;
b. Their manufacturing sites have appropriate preparedness and emergency response protocol
to mitigate internal and external disasters including but not limited to natural calamities,
industrial accidents, fire hazards, etc.;
c. The workplaces, machinery, equipment, and processes under their control are safe and
without risk to human health;
d. All chemical, physical, and biological substances and agents are managed appropriately
and responsibly in accordance with the prevailing regulations so as to reduce or/and eliminate
risks and hazards to human health,
community, and environment;
e. Adequate protective gears are provided to their employees or any other person exposed to
hazards arising out of operations, conducted by the Suppliers, posing risks to the health;
f. Monitoring and reporting of occupational injuries and any other reportable incidences are
done appropriately and effectively. In case of such incidences, Suppliers shall take prompt and
necessary corrective actions to eliminate such risks and shall report such actions if asked by WEL
or any such relevant
authority.

8. PROTECTION OF VULNERABLE GROUPS:

Suppliers shall take necessary steps to protect the interests of vulnerable people such as
children, older people, persons with disabilities, migrant workers and any such people who are
affected by or have the potential to affect the operations of Suppliers or/and WEL.

9. LOCAL COMMUNITIES:

Suppliers shall take necessary steps to minimize or eliminate

adverse impacts of its operations on the local communities. Suppliers shall undertake
broad-based stakeholder consultations and ensure local community participations for
identifying their needs and understanding their grievances. Suppliers shall commit
themselves for socio-economic upliftment of the local communities.

10. PROTECTION OF HUMAN RIGHTS:

Suppliers shall support and respect the protection of internationally recognized human rights.
Suppliers are advised to adopt/endorse Universal Declaration of Human Rights (UDHR).

11. HARASSMENT AND ABUSE - PROMOTION OF HUMANE TREATMENT:

Suppliers shall ensure dignified and respectful treatment of all within the workplace. Suppliers are
advised to develop and adopt systems and processes to prohibit the use of threats of violence,
verbal or psychological harassment or abuse, physical abuse, and/or sexual exploitation and
abuse by any of their employees, contractors, parent company, and/or other business
associates

12. GRIVENANCE REDRESSAL :

WEL expects its suppliers and their sub-suppliers to ensure that their
employees have a proper channel to report grievances to the management maintaining
anonymity and confidentiality. The grievance redressal system should include addressing
grievances in a timely manner and documenting management’s action on grievances.
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13. CONFLICT MINERALS

WEL expects its suppliers and their sub-suppliers take steps to ensure complete transparency in
terms of the origin of minerals used for production of manufactured goods supplied to Waaree
Energies. Its suppliers should ensure minerals used in production of manufactured goods supplied
to WEL are not sourced from any conflict-affected areas and/or support/fund conflicts.

iv. CORPORATE GOVERNANCE & BUSINESS ETHICS

1. ANTI CORRUPTION :

Suppliers shall ensure adherence to the highest standards of moral and ethical conduct,
prevailing regulations, and generally accepted good business practices. Suppliers shall take
proactive steps to eliminate all forms of corrupt practices such as bribery, fraud, cheating, or any
other practice
considered illegitimate. Suppliers are advised to make anti-corruption an integral part of
employee learning and development system. The Suppliers and the associates of Suppliers shall
not indulge in any corrupt practices defined under laws of International trade government
authority / organization including Indian Prevention of Corruption Act, 1998, Prevention of Money
Laundering Act 2002 (PMLA), US Foreign Corrupt Practices Act, The UK Bribery Act, 2010. The
Suppliers and the Business
associates of Suppliers shall not directly or indirectly use the consideration paid by
WEL to facilitate money laundering or terrorism funding.

2. CONFLICT OF INTEREST:

Suppliers must promptly communicate to WEL any instances that may have the potential for a
conflict of interest. Suppliers shall disclose if any of WEL’s personnel, officials, staff, or professionals
under any contract with WEL may have an interest of any kind in the Supplier's business. Suppliers
are advised to conduct due diligence for any possibility of conflict of interest.

3. GIFTS AND HOSPITALITY:

Suppliers shall not offer any kind of gifts, free goods, services, or any other hospitality to any of
our personnel, officials, staff, or professionals under any contract with WEL. Suppliers must
disclose promptly any such requests made by any of WEL’s personnel, officials, staff, or
professionals under any contract with WEL.

4. POST-EMPLOYMENT RESTRICTIONS:

Suppliers shall not offer any kind of direct or indirect employment to any of WEL’s personnel,
officials, staff, or professionals under any contract with WEL who are actively engaged in
procurement process with them for a
period of one year following separation from WEL.

5. BUSINESS CONDUCT:

Suppliers shall ensure timely provision of the goods and services of good quality at a competitive
price. WEL shall ensure that Suppliers have requisite authorizations to access or use WEL’s assets,
properties, information, and intellectual rights for official purpose only, as per the terms of the
contract entered into. Suppliers shall ensure that WEL’s resources are not misused or abused
beyond the terms of the contract.

6. INFORMATION SECURITY:

WEL’s trade secrets and intellectual properties shall be protected by our Suppliers to avoid any
harm to our competitive advantage. Suppliers shall comply with all privacy and information
security laws and regulations as
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applicable. Suppliers are advised to adopt reliable and robust information security system to
avoid any inadvertent loss of information or data, and to protect themselves and WEL against
any malicious attempts to breach data security. The Suppliers and the Business associates of
Suppliers shall ensure that it has adequate systems in place to protect and safeguard any
personal or sensitive personal information that it will be dealing with and shall at all times be
compliant with the data protection regulations applicable to it in the relevant jurisdictions where
it operates or conducts its business.

7. ANTI-COMPETITIVENESS:

Suppliers shall comply with all anti-trust and competition laws as applicable and shall not indulge
in any anti-competitive practices whether by itself or in combination with other entities. Suppliers
are advised to participate actively in relevant forums to collaborate and cooperate for fair
competition.

8. RESPONSIVENESS:

Suppliers shall disclose any violations of prevailing regulations and laws observed or reported to
relevant stakeholders and take prompt corrective actions. It is advised that Suppliers plan for
non-financial disclosures in accordance with the globally accepted standards, if not being done
already

ENFORCEMENT

To ensure compliance with this Code, WEL may, at its discretion carry out self-assessment surveys,
audits and/or inspections and/or delegate an entity to perform these tasks on its behalf; during such
assessments various internal standards, systems and processes, practices, and relevant reports shall
be examined and verified. In instances of non-adherence to the provisions of this Code, WEL shall
take necessary corrective actions at its own sole discretion that may include, but not be limited to,
capacity building of the Suppliers to take remedial measures, allowing a time as deemed fit by WEL
to take remedial actions, or termination of business relations with the concerned Suppliers. In case
of remedial measures being taken by the Suppliers, it is advised that the Suppliers should adopt
relevant frameworks, e.g. Plan-Do-Check-Act (PDCA), for continually improving their operations and
tracking the progress.
The Suppliers by signing/accepting the term this document, declares that it complies with all the
stipulations made herein and that it shall conduct its business in strict compliance with this Code,
applicable laws, global standards and best industry practices. The Suppliers shall be solely responsible
for any non-compliance, and WEL shall to such extent have a right to be indemnified by the Suppliers,
Business Associates of the Suppliers or any other stakeholder to whom such Code applies. Nothing
contained in this Code shall be in prejudice to any other right or remedy.

DECLARATION OF COMPLIANCE

Suppliers will have to provide a onetime declaration that they have read and understood this Code, they
have not done anything during the past years which would amount to a violation of this Code and they
agree to strictly abide by this Code during the tenure of their engagement with WEL, till when this Code of
Conduct will be valid unless modified by WEL. Format for the onetime declaration is given in Annexure – I
to this Code.