WHISTLE BLOWER POLICY

1.0 Background 

Wrogn Private Limited (formerly known as Universal Sportsbiz Private Limited) (‘WPL’ or ‘the  Company’ or 'We') is committed to complying with the laws that apply to it, satisfying the Company’s  Code of Conduct ('the Code'), and particularly to assuring that business is conducted in a fair and  transparent manner by adopting highest standards of professionalism, honesty, integrity, and ethical  behaviour. If potential violations of the Code or policies or applicable laws are not recognized and  addressed promptly, both the Company and those working for or with the Company could face  governmental investigation, prosecution, fines, and other penalties. 

Consequentially, in an endeavour to promote the highest ethical standards, the Company is  committed to developing a culture where it is safe for all Employee(s), Other Party(ies) and Third  Party(ies) to raise concerns or provide information about unethical or unacceptable practices and  events of misconduct. 

Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a  mechanism for employees of the Company to raise concerns on any violations of legal or regulatory  requirements, incorrect or misrepresentation of any financial statements and reports, etc. 

This policy has been established to ensure that all cases of suspected wrongdoing are reported and  managed in a timely and appropriate manner. 

2.0 Applicability 

This Policy extends to all Employees of the Company and is deemed to be incorporated in the service  conditions of all Employees. Where Whistle Blower occurs against any Employee as a result of an act  by a third party or outsider while at the Workplace, the Company will take all necessary and  reasonable steps as per the applicable rules and regulations, to initiate action with the employer of  the third party or outsider. This Policy is applicable to 'Employee(s)’, ‘Other Party(ies)’and 'Third  Party(ies)'. This Policy also extends to all the subsidiaries and entities in which the Company either  owns a majority interest or manages operations. 

3.0 Objective 

WPL 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. This policy aims to provide an avenue for employees to raise concerns on any  violations of legal or regulatory or statutory requirements, incorrect or misrepresentation of any  ethical, moral, financial statements, reports etc. 

• Ensure all employees feel supported to speak up in confidence and report matters they suspect  may involve anything improper, unethical, or inappropriate also check malpractices, misuse of  company’s property and mismanagement or wrongful conduct prevailing in the company.  

• Encourage all improper, unethical, or inappropriate behaviour to be identified and challenged at  all levels of the organization  

• Provide clear procedures for the reporting and investigation of such matters  • Manage all disclosures in a timely, consistent, and professional manner and  

• Provide assurance that all disclosures will be taken seriously and treated as confidential and  managed without fear of retaliation or victimization. 

• To build and strengthen a culture of fairness, transparency, and trust in the organization 

• To minimize the financial, legal, reputational and any other related risks emanating from such  issues. 

4.0 Definitions 

Wherever we operate from and whoever we may deal with, we are committed to doing so lawfully,  ethically and with full integrity at WPL. It is the responsibility of each one of us to fulfil this  commitment every day at WPL.  

However, from time to time there may be situations where the right course of action is unclear or  there may be situations where you know that something is not right or improper or unethical. We  have both a legal and moral obligation to take appropriate actions to identify such situations and  rectify them.  

It’s sometimes difficult to know whether to speak up about something that bothers us. Often people  are reluctant to get involved but this could result in serious consequences for WPL and its employees.  That’s why we have put in place this Whistle Blowing policy so that you can talk to someone  confidentially and the matter can be resolved. 

● “Employee(s)” means every full-time or part-time Employee (whether regular, fixed term or  temporary) at every level and directors of the Company  

● “Other Party(ies)” means any other individuals working for or with WPL and/ or its affiliates  and/or subsidiaries including managers, officers, executives, interns, contractors, trainees,  partners, seconded staff, home-workers, volunteers, casual workers and agency staff, interns,  agents, sponsors, or any other person associated with Company (Employee(s) and Other  Party(ies) are collectively referred to as “You” or “you” in this Policy)

● “Investigators” refers to those persons authorized, appointed, and consulted or approached by  the Company including the Auditors of the Company 

● “Protected Disclosure” or “Complaint” refers to any communication made in good faith that  discloses or demonstrates information that may evidence violation of the Code or any improper/  unethical activity 

● “Third Party(ies)” refers to suppliers, vendors, distributors, strategic partners, business partners  who is associated with Company and/or its affiliates and subsidiaries. 

● “Whistle Blower” refers to a Director, Employee(s), Other Party(ies) or Third Party(ies) making a  Complaint under this Policy. 

● “Disciplinary Action” means any action that can be taken on the completion of /during the  investigation proceedings including but not limited to a warning, suspension or any such action  as is deemed to be fit considering the gravity of the matter. 

● “Good Faith” An employee shall be deemed to be communicating in ‘good faith’ if there is a  reasonable basis for communication of unethical and improper practices or any other alleged  wrongful conduct. Good Faith shall be deemed lacking when the employee does not have  personal knowledge on a factual basis for the communication or where the employee knew or  reasonably should have known that the communication about the unethical and improper  practices or alleged wrongful conduct is malicious, false, or frivolous. 

5.0 Scope/ Coverage 

Internal & External stakeholders of the Company are eligible to make Protected Disclosures under the  Policy. These stakeholders may fall into any of the following broad categories: 

● Employees of the Company 

● Employees of other agencies deployed in WPL’s, whether working from any of the WPL’s offices  or any other location 

● Contractors, vendors, suppliers, or agencies (or any of their employees) providing any material or  service to the Company 

● Customers of the WPL 

● Any other person having an association with the WPL 

A person belonging to any of the above-mentioned categories can avail of the channel provided by  this Policy for raising an issue covered under this Policy. 

Violation of any law or regulations, including but not limited to corruption, bribery, theft fraud,  coercion, breach of contract and wilful omission, including but not limited to causing wrongful loss to  the Company. The Policy covers malpractices and events which have taken place/ suspected to take  place involving:

● Abuse of authority 

● Breach of contract 

● Negligence causing substantial and specific danger to public health and safety ● Manipulation of company data/records 

● Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and  check or deliberate error in preparations of Financial Statements or Misrepresentation of  financial reports 

● Any unlawful act whether Criminal/ Civil 

● Manipulation of Company data/records/reports 

● Deliberate violation of law/regulation 

● Wastage / misappropriation of company funds/assets 

● Bribery or corruption 

● Sexual Harassment 

● Retaliation 

● Breach of IT Security and data privacy 

● Manipulation of Company data/records/reports 

● Social Media Misuse 

● Stealing cash/Company assets, leaking confidential or propriety information ● Breach of Company Policy or failure to implement or comply with any approved Company Policy  (Activities violating Company’s policies and process) 

● A failure to comply with a legal obligation (e.g., breach of a contractual or other legal obligation,  statutory duty or requirement or administrative requirement, including suspected fraud,  malpractice, or breach of WPL code of ethics) 

● An act of discrimination or harassment  

The Policy should not be used in place of the WPL’s grievance procedures or be a route for raising  malicious or unfounded allegations against colleagues. 

Violation of any of WPL's policies. WPL has other policies and procedures that deal with complaints  and grievance handling at work. The relevant policy should be followed where appropriate. Any act  or omission which causes or likely to cause reputational loss to Company  

6.0 Reporting 

6.1 How to report? 

We recognize that due to the potential sensitivity of the situation, you may not always feel  comfortable about discussing your concerns to your line manager. As soon you become aware  of any suspected wrongdoing, you should notify the matter to the nominated whistle blowing  officer of the company.  

All the complaints should be addressed to compliance1@wrogn.com.

Concerns raised under this policy will relate to our employees but may also relate to the  actions of a third party such as a supplier, agent, distributor, or joint venture partner.  

It may be appropriate to raise your concerns directly with the third party where you believe  that the wrongdoing identified or suspected relates solely or mainly to their conduct or is a  matter which is their legal responsibility. However, you should consult the Compliance head  before speaking to any third party. 

In case the Complaint/concern is against one/more of the concerned recipients, the incident  report will be shared with CEO of the Company. 

6.2 What information should I provide? 

You can raise your concerns verbally, by email or in written form stating that you are using the  whistle blowing policy.  

We request that where possible, include the below information  

• A broad outline of the suspected wrongdoing  

• Details, to the best of your knowledge, about when and where and how it occurred  • A list of names of those suspected of being involved (within WPL and outside)  • A list of names who may have further relevant information about the incident  • Details of how you came to know about the suspected activities  

• What, if any, is your estimate of the value of the loss to WPL or other parties  • What, if any, breaches of policy or internal controls has taken place  

• Any specific recommendation that you may have for action and avoidance of such events  • Names of anyone you have discussed or reported the incident to  

• Your name and contact details (please note this will be kept completely confidential as  far as reasonably practicable)  

• Date and time of making the report You will not be expected to prove the wrongdoing  that you believe you have witnessed, or suspect has happened. 

6.3 Anonymous reporting 

We understand that disclosures made under this policy may involve highly confidential and  sensitive matters and that you may prefer to make an anonymous disclosure. When this is the  case, we will endeavour to investigate your concerns fully, although a full investigation may  be difficult if we cannot get further information from you. 

6.4 Reporting in good faith 

If you make an allegation in good faith, but is not confirmed by investigation, no action will be  taken against you. If, however, you make allegations that are malicious or simply to cause  anger, irritation or distress, disciplinary action may be taken against you.

6.5 What happens following the reporting of an incident The compliance officer will acknowledge receipt of your concern within 3 business days. You  will be called for confidential meeting on the incident reported either for a face-to-face  meeting or virtual meeting or phone. Please be assured that the details of the person and  information provided will be kept confidential.  

6.6 False Disclosures 

An employee who knowingly makes false allegations of unethical & improper practices or  alleged wrongful conduct shall be subject to disciplinary action, up to and including  termination of employment, in accordance with WPL’s policies and procedures. Further this  policy may not be used as a defence by an employee against whom an adverse personnel  action has been taken independent of any disclosure made by him/her and for legitimate  reasons or cause under WPL policies & procedures. 

7.0 Investigation 

A preliminary review will be performed for all the Complaints reported under this Policy. Based on  the findings of the preliminary review, Compliance Head will decide to conduct the investigation.  Compliance Head with consideration with COO/CEO may consider, at its sole discretion, to involve  any internal or external investigators for the purpose of investigation, depending upon the  circumstances or severity of the Complaint.  

The decision to investigate taken by Compliance Head is by itself not an accusation and is to be treated  as a neutral fact-finding process. The outcome of the investigation may or may not support the  conclusion that an improper or unethical act was committed.  

Subject of the Complaint shall have a duty to co-operate during investigation to the extent that such  co-operation will not compromise self- incrimination protections available under the applicable laws.  Evidence shall not be withheld, destroyed, or tampered with and witnesses shall not be influenced,  coached, threatened, or intimidated by the Subjects 

The compliance officer in consultation with COO/CEO or with the Ethics committee of the  management team will decide how to respond in a responsible and appropriate manner under this  policy.  

An investigation will be conducted as speedily and sensitively as possible in accordance with all  relevant policies and regulations. If appropriate, you will be regularly informed on the progress of  these investigations and any action taken. 

The purpose of the investigation will be  

• To establish if a wrongdoing has occurred and if so to what extent and 

• To minimize the risk of further wrongdoing, to prevent any further loss of assets or damage to  reputation and to protect all sources of evidence 

The investigations will be handled promptly and fairly. As far as reasonably practicable, the  confidentiality of the person reporting the incident will be maintained.  

The investigation shall be completed normally within 90-180 calendar days of the receipt of the  Complaint; however, this can be extended as it depends on the incident severity & seriousness. 

Most investigations will be managed internally but where required, external investigation will be  initiated depending on the seriousness/severity of the case.  

We believe in Zero Tolerance as an ethical company. Any person confirmed to be involved in the  wrongdoing as a result of the investigation will be terminated immediately (in case of employees,  contractors, free lancers or casual or temporary agency staff).  

Where it is believed that criminal offence has taken place, the matter may be reported to the Police  and appropriate legal action initiated. If you are not happy with the investigation or its conclusion,  you may contact or write directly to the CEO of the company detailing your concerns. 

8.0 Confidentiality 

The Whistle Blower, the Subject, and everyone involved in the process shall: ● Maintain complete confidentiality of the matter 

● Not discuss the matter in any informal/social gatherings/ meetings 

● Discuss only to the extent or with the persons required for the purpose of completing the process  and investigations 

● Not keep the papers unattended anywhere at any time 

9.0 Protection/ Retaliation 

The Company, as a policy, condemns any kind of discrimination, harassment, victimization, or any  other unfair employment practice being adopted against Whistle Blower. 

Complete protection will, therefore, be given to Whistle Blower against any unfair practice like  retaliation, threat, or intimidation of termination/suspension of service, disciplinary action, transfer,  demotion, refusal of promotion, discrimination, any type of harassment, biased behaviour 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 disclosures.  

Following safeguards have been incorporated to ensure protection against retaliation: 

● The identity of the Subject and the Whistle Blower will be kept confidential to the extent possible  given the legitimate needs of law and the investigation. 

● Any other Employee(s) or Other Party(ies) or Third Party (ies) assisting in the said investigation or  furnishing evidence shall also be protected to the same extent as the Whistle Blower. 

● If an Employee(s) or Other Party(ies) or Third Party(ies) makes an allegation in good faith, which  is not confirmed by subsequent investigation, no actions will be taken against that Employee(s)  or Other Party(ies) or Third Party(ies), however allegations, which are proven as having been  made maliciously or knowingly to be false, shall be viewed as a serious offense and Compliance  Head in consideration with COO/CEO shall have a right to initiate appropriate disciplinary action. 

WPL undertakes that no one who reports any concern under this policy in good faith will be subjected  to any detriment for coming forward, regardless of whether the concern is ultimately substantiated.  

In the event that a reporter believes that they are being victimized or subjected to a detriment by any  person within the company as a result of reporting a concern or assisting the company in any  investigation under this policy, they must inform the Head of Compliance or Human resources, or the  CEO and appropriate action will be taken to protect them from any reprisal. 

If during the investigation it is discovered that the matter has not been reported in good faith, this  will be subject to investigation and dealt with as per company’s disciplinary procedures. 

10.0 Modifications/ Exceptions 

Any amendment/exceptions/abrogate/modify/or rescind any of the provision of this Policy must be  approved in writing by the Heads of Compliance, Legal and Human Resources in consideration with  COO/CEO. 

11.0 Reports and retention of documents 

A quarterly status report on the total number of complaints received during the period, with summary  of the findings and the corrective actions taken will be sent to the COO/CEO. For Disclosures of grave 

nature, summary of investigation, findings and actions taken shall be provided to the  Management/Audit Committee as required. 

All reports and records associated with ‘Disclosures’ are considered confidential information and  access will be restricted to the Head of Compliance, Legal, Human Resource and Policy Process Owner  (COO/CEO). ‘Disclosures’ and any resulting investigations, reports or resulting actions will generally  not be disclosed to the public except as required by any legal requirements or regulations or by any  corporate policy in place at that time. 

All Protected Disclosures in writing or documented along with the results of investigation relating  thereto shall be retained by the Company for a minimum period of 3 years (this can be extended or  reduce on case-to-case basis) 

12.0 General Guidelines 

The Head of Compliance will be responsible for interpretation of the provisions of this policy. Any  exception to the enforcement of this policy needs to be approved by Head of Compliance. This Policy  is subject to change at any given point of time by WPL. The decision of the company shall be final and  binding. Any amendments or additions to this policy would be communicated in writing and shall form  a part of this policy. 

13.0 Annexure – Investigation Process 

● An investigating manager will be appointed to lead the investigation into the allegations and will have  the following responsibilities  

o Arrange individual interviews with relevant witnesses or individuals  

o Establish the facts/obtain statements/collect documentary evidence  

o Maintain detailed records of the investigation process  

o Make any recommendations for action to be submitted to a more senior manager or committee  ● The investigating manager will have the following responsibilities towards the employee or party who  raised the disclosure: 

o Hold a formal meeting with the employee making the complaint to discuss the matter  o Inform them of their rights and the confidentiality, and that no detriment will happen to them if it  was reported in good faith  

o Keep the employee up to date with the progress on the matter  

o Notify the employee making the disclosure about the outcome of the initial investigation and if they  will be required for any further investigatory interviews  

o Give details of the employee support mechanisms available  

● The investigating manager will have the following responsibilities towards the party against whom  the disclosure is raised, pending consideration of the severity of the allegations, legal advice, and  safeguards to avoid tipping off:

o Inform the individual(s) about the disclosure made in writing, the seriousness of the allegation and  provide any supporting evidence  

o Give the person(s) the opportunity to respond in person and in writing, to the claims made and  receive and consider any relevant evidence.  

o Inform them of their right to defend their case and give details of the employee support mechanism  o The investigating manager may be required to act as a witness at any subsequent disciplinary hearing  if required  

o Where necessary, company will provide support, counselling, or mediation to any team subject to  investigation to ensure that normal working relationships are resumed as effectively as possible.  

● The manager appointed to hear an appeal will have the following responsibilities:  

o Hold appeal meeting with the employee who made the disclosure  

o Review the investigation report / procedure followed and findings  

o Decide whether to uphold the appeal or not  

o Initiate a new investigation, if necessary, based on new information/facts  

o Report the appeal finding in writing to the CEO, if necessary  

o Communicate the outcome in writing to the employee making the disclosure and the employee  against whom the disclosure is made.