1. PREAMBLE
1.1. Section 177(9) of the Companies Act, 2013 requires every listed company and such class or
classes of companies, as may be prescribed to establish a vigil mechanism for the directors and
employees to report genuine concerns in such manner as may be prescribed. Such a vigil
mechanism shall provide for adequate safeguards against victimization of persons who use such
mechanism and also make provision for direct access to the chairperson of the Audit Committee
in appropriate or exceptional cases.
1.2. Also, as per Regulation 22 of SEBI (LODR) Regulations, 2015, the listed entity shall
formulate a vigil mechanism for directors and employees to report genuine concerns. The vigil
mechanism shall provide for adequate safeguards against victimization of director(s) or
employee(s) or any other person who avail the mechanism and also provide for direct access to
the chairperson of the audit committee in appropriate or exceptional cases.
1.3. VINTAGE COFFEE AND BEVERAGES LIMITED, being a Listed Company proposes to
establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for the same.
2. OBJECTIVES OF THE POLICY
2.1. The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. To maintain these standards, the Company encourages its
employees who have concerns about suspected misconduct to come forward and express these
concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism
provides a channel to the employees and Directors to report to the management concerns about
unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The
mechanism provides for adequate safeguards against victimization of employees and Directors to
avail of the mechanism and also provide for direct access to the Chairman/ CEO/ Chairman of
the Audit Committee in exceptional cases.
2.2. This neither releases employees from their duty of confidentiality in the course of their
work nor can it be used as a route for raising malicious or unfounded allegations against people
in authority and / or colleagues in general.
3. SCOPE OF THE POLICY
3.1. This Policy covers malpractices and events which have taken place / suspected to have
taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules,
manipulations, negligence causing danger to public health and safety, child labour, insider
trading, misappropriation of monies, and other matters or activity on account of which the
interest of the Company is affected and formally reported by whistle blowers concerning its
employees.
4. DEFINITIONS
4.1. “Alleged wrongful conduct” shall mean violation of law, Infringement of Company’s
rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to
public health and safety or abuse of authority”
4.2. “Audit Committee” means a committee constituted by the Board of Directors of the
Company in accordance with Companies Act, 2013.
4.3. “Board” means the Board of Directors of the Company.
4.4. “Company” means VINTAGE COFFEE AND BEVERAGES LIMITED and all its offices.
4.5. “Code” means Code of Conduct for Directors and Senior Management Executives adopted
by VINTAGE COFFEE AND BEVERAGES LIMITED.
4.6. “Employee” means all the present employees and whole time Directors of the Company
(Whether working in India or abroad).
4.7. “Protected Disclosure” means a concern rose by an employee or group of employees of the
Company, through a written communication and made in good faith which discloses or
demonstrates information about an unethical or improper activity under the title “SCOPE OF
THE POLICY” with respect to the Company. It should be factual and not speculative or in
the nature of an interpretation / conclusion and should contain as much specific information
as possible to allow for proper assessment of the nature and extent of the concern.
4.8. “Subject” means a person or group of persons against or in relation to whom a Protected
Disclosure is made or evidence gathered during the course of an investigation.
4.9. “Vigilance and Ethics Officer” means an officer including compliance officer appointed to
receive protected disclosures from whistle blowers, maintaining records thereof, placing the
same before the Audit Committee for its disposal and informing the Whistle Blower the
result hereof.
4.10. “Whistle Blower” is an employee or group of employees who make a Protected Disclosure
under this Policy and also referred in this policy as complainant.
5. ELIGIBILITY
All Employees of the Company are eligible to make Protected Disclosures under the Policy in
relation to matters concerning the Company.
6. GUIDELINES
a. Protection under Policy
The vigil mechanism shall provide for adequate safeguards against victimization of employees and
directors or such whistle blower who avail of the vigil mechanism and report their genuine
concerns or grievances.
b. Disclosure & Maintenance of Confidentiality
Employees and directors shall report to through e-mail addressed to cs2vintagecoffee.in.
Confidentiality shall be maintained to the greatest extent possible.
c. Frivolous complaints
In case of repeated frivolous/ mala fide complaints being filed by a director or an employee, the
audit committee may take suitable action against the concerned director or employee including
reprimand.

7.1. All Protected Disclosures should be reported in writing by the complainant as soon as
possible after the Whistle Blower becomes aware of the same so as to ensure a clear
understanding of the issues raised and should either be typed or written in a legible handwriting in
English.
7.2. The Protected Disclosure should be submitted in a closed and secured envelope and should
be super scribed as “Protected disclosure under the Whistle Blower policy”. Alternatively, the
same can also be sent through email with the subject “Protected disclosure under the Whistle
Blower policy”. If the complaint is not super scribed and closed as mentioned above, it will not be
possible for the Audit Committee to protect the complainant and the protected disclosure will be
dealt with as if a normal disclosure. In order to protect identity of the complainant, the Vigilance
and Ethics Officer or such other designated officer will not issue any acknowledgement to the
complainants and they are advised neither to write their name / address on the envelope nor enter
into any further correspondence with the Vigilance and Ethics Officer. The Vigilance and Ethics
Officer shall assure that in case any further clarification is required he will get in touch with the
complainant.
7.3. Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics
Officer.
7.4. The Protected Disclosure should be forwarded under a covering letter signed by the
complainant. The Vigilance and Ethics Officer / Chairman of the Audit Committee/ MD/
Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle
Blower and process only the Protected Disclosure.

7.5. All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the
Company or to the Chairman of the Audit Committee/ MD/ Chairman in exceptional cases. The
contact details of the Vigilance and Ethics Officer is as under: –
Vigilance and Ethics Officer/ Compliance officer:
Address: 202, Oxford Plaza,9-1-129/1, SD Road
Secunderabad, Hyderabad, Telangana – 500003.
7.6. Protected Disclosure against the Vigilance and Ethics Officer should be addressed to the
Chairman/MD of the Company and the Protected Disclosure against the Chairman/ MD of the
Company should be addressed to the Chairman of the Audit Committee. The contact details of the
Chairman and the Chairman of the Audit Committee are asunder:
ChairmanAddress: 202, Oxford Plaza,9-1-129/1, SD Road
Secunderabad, Hyderabad, Telangana – 500003
Chairman of the Audit Committee
Address: 202, Oxford Plaza,9-1-129/1,
SD Road Secunderabad, Hyderabad, Telangana – 500003
7.7. On receipt of the protected disclosure, the Vigilance and Ethics Officer / Chairman/ MD /
Chairman of the Audit Committee, as the case may be, shall make a record of the Protected
Disclosure and also ascertain from the complainant whether he was the person who made the
protected disclosure or not. He shall also carry out initial investigation either himself or by
involving any other Officer of the Company or an outside agency before referring the matter to the
Audit Committee of the Company for further appropriate investigation and needful action.
The record will include:
a) Brief facts;
b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the
outcome thereof;
c) Whether the same Protected Disclosure was raised previously on the same subject;
d) Details of actions taken by Vigilance and Ethics Officer / Chairman/ CEO for processing the
complaint
e) Findings of the Audit Committee
f) The recommendations of the Audit Committee/ other action(s).
7.8 The Audit Committee, if deems fit, may call for further information or particulars from the
complainant.
8. INVESTIGATION
8.1. All protected disclosures under this policy will be recorded and thoroughly investigated.
The Audit Committee may investigate and may at its discretion consider involving any other
Officer of the Company and/ or an outside agency for the purpose of investigation.
8.2. The decision to conduct an investigation is by itself not an accusation and is to be treated as
a neutral fact-finding process.
8.3. Subject(s) will normally be informed in writing of the allegations at the outset of a formal
investigation and have opportunities for providing their inputs during the investigation.
8.4. Subject(s) shall have a duty to co-operate with the Audit Committee or any of the Officers
appointed by it in this regard.
8.5. Subject(s) have a right to consult with a person or persons of their choice, other than the
Vigilance and Ethics Officer / Investigators and/or members of the Audit Committee and/or the
Whistle Blower.
8.6. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be
withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or
intimidated by the subject(s).
8.7. Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to
respond to material findings contained in the investigation report. No allegation of wrong doing
against a subject(s) shall be considered as maintainable unless there is good evidence in support of
the allegation.
8.8. Subject(s) have a right to be informed of the outcome of the investigations. If allegations
are not sustained, the Subject should be consulted as to whether public disclosure of the
investigation results would be in the best interest of the Subject and the Company.
8.9. The investigation shall be completed normally within 90 days of the receipt of the protected
disclosure and is extendable by such period as the Audit Committee deems fit.
9. DECISION AND REPORTING
9.1. If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit
Committee to conclude that an improper or unethical act has been committed, the Vigilance and
Ethics Officer / Chairman of the Audit Committee shall recommend to the management of the
Company to take such disciplinary or corrective action as he may deem fit. It is clarified that any
disciplinary or corrective action initiated against the Subject as a result of the findings of an
investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and
disciplinary procedures.

9.2. The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit
Committee on a regular basis about all Protected Disclosures referred to him/her since the last
report together with the results of investigations, if any.
9.3. In case the Subject is the Chairman/MD of the Company, the Chairman of the Audit
Committee after examining the Protected Disclosure shall forward the protected disclosure to
other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately
and expeditiously investigate the Protected Disclosure.
9.4. If the report of investigation is not to the satisfaction of the complainant, the complainant
has the right to report the event to the appropriate legal or investigating agency.
9.5. A complainant who makes false allegations of unethical & improper practices or about
alleged wrongful conduct of the subject to the Vigilance and Ethics Officer or the Audit
Committee shall be subject to appropriate disciplinary action in accordance with the rules,
procedures and policies of the Company.
10. SECRECY /CONFIDENTIALITY
10.1. The complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject
and everybody involved in the process shall:
10.2. Maintain confidentiality of all matters under this Policy
10.3. Discuss only to the extent or with those persons as required under this policy for completing
the process of investigations.
10.4. Not keep the papers unattended anywhere at any time
10.5. Keep the electronic mails / files under password.
11. PROTECTION
11.1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having
reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind
of discrimination, harassment, victimization or any other unfair employment practice being
adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle
Blowers against any unfair practice like retaliation, threat or intimidation of termination /
suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like
including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue
to perform his duties /functions including making further Protected Disclosure. The company will
take steps to minimize difficulties, which the Whistle Blower may experience as a result of
making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in
criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive
advice about the procedure, etc.

11.2. A Whistle Blower may report any violation of the above clause to the Chairman of the
Audit Committee, who shall investigate into the same and recommend suitable action to the
management.
11.3. The identity of the Whistle Blower shall be kept confidential to the extent possible and
permitted under law. The identity of the complainant will not be revealed unless he himself has
made either his details public or disclosed his identity to any other office or authority. In the event
of the identity of the complainant being disclosed, the Audit Committee is authorized to initiate
appropriate action as per extant regulations against the person or agency making such disclosure.
The identity of the Whistle Blower, if known, shall remain confidential to those persons directly
involved in applying this policy, unless the issue requires investigation by law enforcement
agencies, in which case members of the organization are subject to subpoena.
11.4. Any other Employee assisting in the said investigation shall also be protected to the same
extent as the Whistle Blower.
11.5. Provided however that the complainant before making a complaint has reasonable belief
that an issue exists and he has acted in good faith. Any complaint not made in good faith as
assessed as such by the Audit Committee shall be viewed seriously and the complainant shall be
subject to disciplinary action as per the Rules / certified standing orders of the Company. This
policy does not protect an employee from an adverse action taken independent of his disclosure of
unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.
12. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
12.1. The Whistle Blower shall have right to access Chairman of the Audit Committee directly in
exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable
directions in this regard.
13. COMMUNICATION
13.1. Employees shall be informed about the Whistle Blower Policy through proper
communication.
14. RETENTION OF DOCUMENTS
14.1. All Protected disclosures in writing or documented along with the results of Investigation
relating thereto, shall be retained by the Company for a period of 7 (seven) years or such other
period as specified by any other law in force, whichever is more.
15. ADMINISTRATION AND REVIEW OF THE POLICY
15.1. The Director shall be responsible for the administration, interpretation, application and
review of this policy. The Director also shall be empowered to bring about necessary changes to
this Policy, if required at any stage with the concurrence of the Audit Committee.
16. AWARENESS
All reasonable and appropriate steps will be taken to make employees of the Company aware
of this Policy to enable employees to report instances of leakage of unpublished price sensitive
information (UPSI). An employee or an Insider or a Designated Person of the Company, upon
becoming aware of an actual or suspected leak of Unpublished Price Sensitive (“UPSI”) of the
Company, shall promptly inform of the same to the Ethics Officer of the Company under this
Code.
17. AMENDMENT
17.1. The Company reserves its right to amend or modify this Policy in whole or in part, at any
time without assigning any reason whatsoever. However, no such amendment or modification will
be binding on the Employees and Directors unless the same is notified to them in writing.
17.2. Subsequent modification(s) amendment (s) to the Companies Act, 2013 and SEBI
(Prevention of Insider Trading) Regulations, 2015 shall automatically apply to this Code.