1. Preamble
Techno Sportswear Private Limited (the "Company") is committed to a fair, transparent and ethical work environment. This whistle blower (vigil mechanism) policy (“Policy”) establishes the Company's vigil mechanism, through which directors and employees may report genuine concerns, and provides safeguards against victimisation of those who use it. This Policy is framed under Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company having borrowed money from banks and public financial institutions in excess of fifty crore rupees. As the Company is not required to constitute an audit committee, the Board has, under Rule 7(3), nominated a director to play the role of the audit committee for the purposes of this vigil mechanism.

2. Policy Objective
The objective of this Policy is to provide directors and employees of the Company with a channel to report genuine concerns, to ensure that such concerns are dealt with fairly, promptly and without bias, and to protect those who report them in good faith against victimisation.

3. Scope
3.1 This Policy covers any actual or suspected (a) fraud or misappropriation of money or assets; (b) bribery or corruption; (c) manipulation or falsification of accounts or records; (d) abuse of authority; (e) undisclosed conflict of interest; (f) leakage or misuse of confidential information; (g) violation of applicable law or of any code of conduct or policy of the Company; (h) negligence causing danger to health, safety or the environment; and (i) any other matter that adversely affects the interests of the Company.

3.2 This Policy does not cover (a) complaints of sexual harassment, which shall be made to, and dealt with by, the Internal Committee constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; and (b) personal grievances relating to terms of employment, such as compensation, appraisal, promotion or transfer, which shall be dealt with under the Company's grievance redressal mechanism. Any such complaint received under this Policy shall be referred to the Internal Committee or the human resources function, as the case may be, under intimation to the complainant.

3.3 Disclosures from persons other than directors and employees, including vendors, customers, consultants and contractors, may be received and dealt with under this Policy at the discretion of the Designated Director. The identity of such persons shall be kept confidential in terms of clause 8.1, but clause 9 shall apply only to directors and employees.

4. Definitions
4.1 "Protected Disclosure" means a communication made in good faith under this Policy that discloses information evidencing, or giving reasonable grounds to suspect, any matter referred to in clause 3.1. A Protected Disclosure should be factual and not speculative, and should contain as much specific information as possible to allow the nature and extent of the concern to be assessed.

4.2 "Whistle Blower" means a director or employee of the Company (including any trainee, apprentice, probationer, or temporary or contract staff) who makes a Protected Disclosure.

4.3 "Company" means Techno Sportswear Private Limited.

4.4 "Board" means the Board of Directors of the Company.

4.5 "Designated Director" means the director nominated by the Board under Rule 7(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 to play the role of the audit committee for the purposes of this Policy and includes, in relation to a Protected Disclosure under clause 5.4, the director acting in that role under that clause.

4.6 "Investigator" means any person, whether an employee or an external professional, appointed by the Designated Director to investigate a Protected Disclosure.

4.7 "Subject" means a person against whom, or in relation to whom, a Protected Disclosure is made or evidence is gathered during an investigation.

5. Receipt of Protected Disclosures
5.1 A Protected Disclosure should be made in writing, typed or legibly handwritten, in English or in any other language understood by the Whistle Blower, as soon as possible after the Whistle Blower becomes aware of the matter.

5.2 A Protected Disclosure may be sent (a) by email to  contact@technosport.in or (b) by post or hand delivery in a sealed envelope marked "Protected Disclosure under the Whistle Blower Policy – Confidential, addressed to the Designated Director at the registered office of the Company at 102A, Leeds International Compound, Industrial Estate, Kasipalayam Main Road, Nallur Village, Tiruppur, Coimbatore, Tamil Nadu – 641606, India. Such marking is recommended for confidentiality, but the protection under this Policy shall not depend on it.

5.3 The Designated Director for the time being is Amitkumar Santhalia (DIN: 07310815), nominated by the Board by resolution dated September 30, 2025. Every director and employee shall have direct access to the Designated Director. Access to the email address in clause 5.2 shall be restricted to the Designated Director. Any change in the Designated Director (which shall be made by resolution of the Board), or in the contact details in clause 5.2, shall be communicated to all directors and employees and shall not require any amendment to this Policy.

5.4 Where a Protected Disclosure concerns the Designated Director, or the Designated Director has a conflict of interest in relation to it, it shall be addressed directly to any other director of the Company at the registered office or by email to contact@technosport.in . Such director shall act in place of the Designated Director for all purposes of this Policy in relation to that Protected Disclosure. The Designated Director shall recuse himself/herself from any matter in which he/she has a conflict of interest and refer it to another director.

5.5 A Whistle Blower should disclose his/her identity in the covering letter or email. The Designated Director may, at his/her discretion, take up an anonymous or pseudonymous disclosure where it contains sufficiently specific and verifiable information. No attempt shall be made to identify the maker of an anonymous disclosure.

5.6 Before referring a Protected Disclosure to an Investigator, the Designated Director shall remove the covering letter and any other information identifying the Whistle Blower. The only exceptions are where the Whistle Blower consents or where disclosure is necessary for the investigation, and in either case the identity shall be disclosed only to the Investigator and only to the extent necessary.

5.7 The Designated Director shall record every Protected Disclosure in a register setting out (a) the date of receipt and brief facts; (b) whether the same or a similar matter has been raised previously and, if so, its outcome; (c) the action taken, including any investigation; and (d) the findings, decision and recommendations of the Designated Director. The Designated Director may verify with the Whistle Blower (where identified) that the Protected Disclosure was made by him/her, and may call for further information or particulars from the Whistle Blower.

6. Investigation
6.1 The Designated Director shall make a preliminary assessment of every Protected Disclosure. Where a prima facie case is made out, the Designated Director shall investigate the matter himself/herself or appoint one or more Investigators to do so. Otherwise, the matter shall be closed for reasons recorded in writing, and the Whistle Blower shall be informed accordingly.

6.2 A decision to conduct an investigation is not by itself an accusation and shall be treated as a neutral fact-finding process.

6.3 Subjects shall normally be informed in writing of the allegations at the outset of a formal investigation and given a reasonable opportunity to respond during the investigation. This does not apply where the Designated Director considers that informing them at that stage may prejudice the investigation.

6.4 Subjects shall co-operate with the Designated Director and any Investigator, to the extent that such co-operation does not compromise any protection against self-incrimination available under applicable law.

6.5 Subjects shall not interfere with the investigation. Subjects shall not withhold, destroy or tamper with evidence, and shall not influence, coach, threaten or intimidate witnesses.

6.6 The investigation shall normally be completed within 90 (ninety) days of receipt of the Protected Disclosure. The Designated Director may extend this period for reasons recorded in writing.

7. Decision and Reporting
7.1 On completion of the investigation, the Designated Director shall, for reasons recorded in writing, either close the matter or direct (or recommend to the Board) such action as he/she considers appropriate. Such action may include disciplinary action against the Subject under the Company's disciplinary procedures, corrective measures, or reference of the matter to the appropriate authority. Where the Subject is a director, the findings shall be placed before the Board, and the director concerned shall not participate in its deliberations on the matter. The Whistle Blower and the Subject shall be informed of the outcome in writing.

7.2 Nothing in this Policy restricts the right of a Whistle Blower to report any matter to a competent statutory, regulatory or law-enforcement authority as permitted by law.

7.3 The Designated Director shall place before the Board, at least once in every financial year, a summary of the Protected Disclosures received, investigations conducted, findings and action taken, without disclosing the identity of any Whistle Blower.

7.4 The details of establishment of this vigil mechanism shall be disclosed in the Board's report and on the Company's website, if any, in accordance with Section 177(10) of the Companies Act, 2013.

8. Guiding Principles
8.1 The identity of the Whistle Blower and the information provided by him/her shall be kept confidential, except to the extent that disclosure is required by law, in legal proceedings or for the purposes of the investigation. Every person involved in receiving or investigating a Protected Disclosure shall be bound by this obligation, and any breach shall be treated as misconduct.

8.2 Every Protected Disclosure shall be acted upon in accordance with this Policy, and no evidence shall be concealed or destroyed.

8.3 Every investigation shall be conducted honestly, neutrally and without bias.

8.4 A Whistle Blower shall not undertake any investigative activity other than as requested by the Designated Director or an Investigator.

8.5 The Subject and any other person concerned shall be given a fair opportunity to be heard, without any presumption of guilt.

8.6 Disciplinary action shall be taken against any person who conceals, destroys or tampers with evidence relating to a Protected Disclosure.

8.7 The identity of the Subject shall be kept confidential to the extent possible unless the allegations are substantiated.

9. Protection of Whistle Blowers
9.1 No Whistle Blower shall be subjected to discrimination, harassment, victimisation, retaliation, demotion, suspension, termination, denial of promotion or any other unfair employment practice by reason of having made a Protected Disclosure in good faith. The Company shall take all steps reasonably necessary to protect Whistle Blowers. Any act of retaliation shall be treated as misconduct and dealt with under the Company's disciplinary procedures.

9.2 Any director or employee who serves as a witness or assists in an investigation shall be entitled to the same protection as the Whistle Blower.

9.3 A Whistle Blower or witness who believes that he/she has been, or is likely to be, victimised may report the matter directly to the Designated Director. The Designated Director shall examine it and direct appropriate remedial action, including reversal of any adverse action taken against such person.

9.4 No action shall be taken against a Whistle Blower for a Protected Disclosure made in good faith, even if it is not substantiated. However, a Whistle Blower who makes a disclosure that is knowingly false or mala fide, or who makes repeated frivolous complaints, shall be liable to suitable action, including reprimand, under Rule 7(5) of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Company's disciplinary procedures. Such a Whistle Blower shall not be entitled to protection under this Policy in respect of that disclosure.

9.5 The protection under this Policy shall not prevent the Company from taking action against a Whistle Blower for misconduct unrelated to the Protected Disclosure, provided that such action is not taken by reason of the Protected Disclosure. A Whistle Blower who believes that any such action, or any complaint made against him/her after the Protected Disclosure, is retaliatory may refer it to the Designated Director under clause 9.3.

10. Retention of Records
All Protected Disclosures, the register under clause 5.7 and the records of investigation shall be retained by the Company, in the custody of the Designated Director, for 5 (five) years from the closure of the matter or for such longer period as may be required by law.

11. Administration and Review
11.1 The Designated Director shall be responsible for the administration, interpretation and application of this Policy, and shall review it periodically and recommend any amendments to the Board. This Policy may be amended only by a resolution of the Board.

11.2 If any provision of this Policy is inconsistent with applicable law, as amended from time to time, the applicable law shall prevail and this Policy shall be read accordingly.

11.3 This Policy shall be communicated to all directors and employees, including new joinees, and displayed at the Company's premises in English and in such other language(s) as are understood by its workforce.

11.4 This Policy shall come into force on 30 th September, 2026, being the date of its approval by the Board.