Code of Business Conduct & Ethics

1. ACTING WITH INTEGRITY

By acting with integrity and respect, we reflect positively on Clatinum Gruppo LLP values, it’s Brand value, and reputation. Acting with integrity includes, but is not limited to, how we deal with each other, our competitors and our company records, assets, and information.

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Teammates

As a Clatinum Gruppo LLP Teammate, you are critical to our success, and we will treat you with integrity and respect. Clatinum Gruppo LLP is an equal opportunity employer and does not tolerate discrimination against applicants or Teammates based on race, color, creed, religion, gender, age, marital status, national origin, sexual orientation, citizenship status, disability, genetic information, uniform service, veteran status, or any other category protected under local, state, or national Laws o India. We prohibit discrimination in decisions concerning recruitment, hiring, compensation, benefits, training, termination, promotions, or any other condition of employment or career development.  We are committed to providing a creative work environment free from discrimination or harassment and will not tolerate discriminatory slurs, unwelcome, unsolicited sexual advances or harassment, or any other remarks, jokes or conduct that creates or fosters an offensive or hostile work

environment. Teammates at all levels of the organization must act with respect and civility towards co-workers, customers and third parties. We expect our Teammates to abide by and comply with all Clatinum Gruppo LLP policies and with all local, state, or national Laws of India.

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Competitors, Suppliers, Third Party and Customers

We expect our suppliers and customers to treat our Teammates with respect and will not tolerate discrimination or harassment, discriminatory slurs, unwelcome, unsolicited sexual advances or harassment, or any other remarks, jokes or conduct which promote a hostile work environment for our Teammates. Teammates should report any improper conduct by Thirty party, suppliers or customers to their Team Leader immediately.

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We strive to outperform our competition fairly and honestly. Advantages over our competitors need to be obtained through superior performance of our products and services, not through unethical or illegal business practices. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present Teammates of other companies is prohibited, even if motivated by an intention to advance our interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, please talk with your Team Leader or to SALT if Team Leader failed to respond.

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You are expected to deal fairly with Clatinum Gruppo LLP customers, suppliers, Teammates, and anyone else with whom you have contact in the course of performing your job. No Teammate may take unfair advantage of anyone through misuse of confidential information, misrepresentation of material facts or any other unfair dealing practice.

Teammates involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors.

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Company, Business and Financial Records

The integrity of Clatinum Gruppo LLP records depends on the validity, accuracy and completeness of the information supporting the entries to our books of account. Therefore, corporate and business records should be completed accurately and honestly. The making of false or misleading entries, whether they relate to financial results or test results, is strictly prohibited. Clatinum Gruppo LLP records serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, Teammates, and others with whom we transact and do business. Our accounting records are also relied upon to produce reports for our own management, stockholders, and creditors. As a result, it is important that our books, records, and accounts accurately and fairly reflect, in reasonable detail, our assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. We require that:

• No entry be made in our books and records that intentionally hides or disguises the nature of any transaction or of any of our liabilities, or misclassifies any transactions as to accounts or accounting periods;

• Transactions be supported by appropriate documentation;

• Teammates comply with our system of internal controls; and

• No cash or other assets be maintained for any purpose in any unrecorded or "off-the-books" fund.

In addition:

• No Teammate may take or authorize any action that would cause our financial accounting records or financial disclosure to fail to comply with generally accepted accounting principles or other applicable laws, rules, and regulations; and

• All Teammates must cooperate fully with our accounting and internal auditing departments, as well as our independent public accountants and consultants, respond to their questions with candor and provide them with complete and accurate information to help ensure that our books and records are accurate and complete.

• Any Teammate who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to Clatinum Gruppo LLP SALT.

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Company Assets and Brand Value

All Teammates are expected to protect Clatinum Gruppo LLP assets, Brand value and ensure their efficient use. Theft, carelessness, and waste have a direct impact on our profitability. Our property including intellectual, such as Coffee Roasting Oven, Coffee Grinders, Packing and Sealing Machines, other physical production plants, physical stocks, office supplies, computer equipment and software, records, customer information, manpower, Clatinum Gruppo LLP owned brand names and trademarks, and products, are expected to be used only for legitimate business purposes. Teammates need to be mindful of the fact that we retain the right to access, review, monitor and disclose any information transmitted, received or stored using our electronic equipment, with or without an Teammate's or third party's knowledge, consent or approval. Any misuse or suspected misuse of our assets needs to be immediately reported to your Team Leader or a member of SALT.

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Gifts and Entertainment

Business entertainment and gifts are meant to create goodwill and sound working relationships and not to solicit improper advantage with customers or other officials. Unless permission is received from a Team Leader, entertainment and gifts may not be offered, provided, or accepted by any Teammate unless consistent with customary business practices. Gifts, meals and entertainment for customers and suppliers must support the legitimate business interests of Clatinum Gruppo LLP and should be reasonable and appropriate under the circumstances. Always be sensitive to our customers’ and suppliers’ own rules on receiving gifts, meals, and entertainment. These principles apply to our transactions everywhere in the world, even where the practice is widely considered acceptable. Under some statutes, such as the Prevention of Corruption Act 1988, giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act.

Gifts and entertainment may not be:

• Of greater than nominal or token value. Examples of acceptable gifts include a logo pen, or t-shirt or a small gift basket at holiday time,

• In cash or cash equivalents,

• Consisting of travel or lodging,

• Susceptible of being construed as a bribe or kickback,

• In violation of any laws.

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Corporate Opportunities

You may not take personal advantage of opportunities that are presented to you or discovered by you as a result of your position or through your use of corporate property or information, unless authorized by your Team Leader. Even opportunities that are acquired privately by you may be questionable if they are related to our existing or proposed lines of business. You may not use your position with Clatinum Gruppo LLP or its corporate property or information for improper personal gain, nor may you compete with us in any way.

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Conflict of Interest

A conflict of interest occurs when a person's personal interest may interfere in any way with the performance of his or her duties or the best interests of Clatinum Gruppo LLP. A conflicting personal interest could result from an expectation of personal gain now or in the future or from a need to satisfy a prior or concurrent personal obligation. Clatinum Gruppo LLP expects all Teammates to be free from influences that conflict with the best interests of the organization. Even the appearance of a conflict of interest where none exists can be damaging and should be avoided. Whether a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized as described below.

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If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, you must discuss the matter with your Team Leader or SALT if Team Leader fails to address the issue within the timeframe.

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Factors that may be considered in evaluating a potential conflict of interest are, among others:

• whether it may interfere with the Teammate's job performance, responsibilities, or morale;

• whether the Teammate has access to confidential information;

• whether it may interfere with the job performance, responsibilities, or morale of others within the organization;

• any potential adverse or beneficial impact on our business;

• any potential adverse or beneficial impact on our relationships with our customers or suppliers or other service providers;

• whether it would enhance or support a competitor's position;

• the extent to which it would result in financial or other benefit (direct or indirect) to the Teammate;

• the extent to which it would result in financial or other benefit (direct or indirect) to one of our customers, suppliers, or other service providers; and

• the extent to which it would appear improper to an outside observer.

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The following are examples of situations that may, depending on the facts and circumstances, involve conflicts of interests:

Employment by (including consulting for) or service on the board of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of Clatinum Gruppo LLP is prohibited, including employment by or service on the board of a competitor. Employment by or service on the board of a customer or supplier or other service provider is generally discouraged, and you must seek authorization in advance if you plan to take such action.

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Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business, or competes with us. In addition to the factors described above, persons evaluating ownership for conflicts of interest will consider the size and nature of the investment; the nature of the relationship between the other entity and Clatinum Gruppo LLP; the Teammate's access to confidential information and the Teammate's ability to influence Clatinum Gruppo LLP decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance.

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Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with us.

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Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with us.

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Taking personal advantage of corporate opportunities.

Conducting our business transactions with your family member, significant other or person who shares your household or a business in which you have a significant financial interest.

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Exercising supervisory or other authority on behalf of Clatinum Gruppo LLP over a co-worker who is also a family member. The Teammate's supervisor and/or Human Resources will consult with the Legal Department to assess the advisability of reassignment.

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Loans to, or guarantees of obligations of, Teammates or their family members by Clatinum Gruppo LLP could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances.

 

Confidentiality

Among Clatinum Gruppo LLP most important assets are its trade secrets and other confidential business information. Teammates who have received or have access to trade secrets or other private or confidential information belonging to Clatinum Gruppo LLP or any third party must maintain the confidentiality of that information. Such confidential information may include business, product development, coffee roast recipes, production plants, equipments, marketing and service plans, financial information, engineering and manufacturing ideas, designs, databases, configuration of our computer systems, customer lists, pricing strategies, marketing materials, personnel data, personally identifiable information pertaining to our Teammates (e.g., salary, bonus or performance-review data), customers or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to us by our customers, suppliers and partners. This information may be protected by patent, trademark, copyright, and trade secret laws.

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Except when disclosure is authorized or legally mandated, you may not share Clatinum Gruppo LLP or Clatinum Gruppo LLP customers' or suppliers' confidential information with third parties or others within Clatinum Gruppo LLP who have no legitimate business purpose for receiving that information. Doing so constitutes a violation of the Proprietary Information and Inventions agreement that you signed upon joining Clatinum Gruppo LLP. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.

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You also need to take care to not inadvertently disclose trade secret, private, or other confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks or any form of data drives and laptop computers need to be stored securely. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and "quasi-public" areas within Clatinum Gruppo LLP, such as break rooms. All Clatinum Gruppo LLP emails, voicemails and other communications are considered confidential and may not be forwarded or otherwise disseminated outside of Clatinum Gruppo LLP, except where required for legitimate business purposes.

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In addition to the above responsibilities, all Teammates must abide by any applicable privacy policy of Clatinum Gruppo LLP.Privacy policy.

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Clatinum Gruppo LLP respects the privacy of all its Teammates, business partners and consumers. We must handle personal data responsibly and in compliance with all applicable privacy laws and Clatinum Gruppo LLP Privacy Policy. Teammates who handle the personal data of others must:

• Act in accordance with applicable law and Clatinum Gruppo LLP Privacy Policy;

• Act in accordance with any relevant contractual obligations;

• Collect, use, and process such information only for legitimate business purposes;

• Limit access to the information to those who have a legitimate business purpose for seeing the information; and

• Take care to prevent unauthorized disclosure.

 

Fair Dealing

Advantages over our competitors need to be obtained through superior performance of our products and services, not through unethical or illegal business practices. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present Teammates of other companies is prohibited, even if motivated by an intention to advance our interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, please talk with your manager or a member of the Legal Department.

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You are expected to deal fairly with Clatinum Gruppo LLP customers, suppliers, Teammates, and anyone else with whom you have contact in the course of performing your job. No Teammate may take unfair advantage of anyone through misuse of confidential information, misrepresentation of material facts or any other unfair dealing practice.

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2. ACTING WITHIN THE LAW.

Obeying the law, both in letter and in spirit, is the foundation of this Code. Our success depends upon every Teammate operating within legal guidelines and cooperating with local, national, and international authorities. It is therefore essential that you understand the legal and regulatory requirements applicable to your business unit and area of responsibility. While we do not expect you to memorize every detail of the relevant laws, rules, and regulations associated with your employment, we want you to be able to determine when to seek advice from others. If you have a question in the area of legal compliance, it is important that you talk with your Team Leader or a member of SALT.

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Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as Clatinum Gruppo LLP, to civil and/or criminal penalties. Be aware that conduct and records, including emails, are subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation. It is in everyone's best interest to know and comply with our legal and ethical obligations.

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Insider Trading

All non-public information about companies with which Clatinum Gruppo LLP does business is considered confidential. To use material non-public information in connection with buying or selling securities, including "tipping" others who might make an investment decision based on this information, is not only unethical, but also illegal.

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International Business Laws

You are expected to comply with the applicable laws in all countries to which you travel, in which you operate, and where we otherwise do business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that in some countries certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. In addition, we expect you to comply with Indian. laws, rules and regulations governing the conduct of business by its citizens and corporations outside India. These Indian laws, rules, and regulations, which extend to all our activities outside the India., include, but are not limited to:

• The Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of value to a government official to obtain or retain business or favorable treatment,

• Export controls, which restrict travel to designated countries or prohibit or restrict the export of goods, services, and technology to designated countries, persons, or entities,

• Anti-boycott Compliance, which prohibits taking any action that has the effect of furthering or supporting a restrictive trade practice or boycott that is fostered or imposed by a foreign country against a country friendly to India. or against any Indian person.

If you have a question as to whether an activity is restricted or prohibited, please seek assistance before taking any action, including giving any verbal assurances.

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The Competition Act, 2002 (Indian Antitrust Laws)

Antitrust laws are designed to protect the competitive business process. These laws generally prohibit:

Formal or informal agreements, with competitors that harm competition or customers, including price fixing and allocations of customers, territories, or contracts,

• Formal or informal agreements establishing or fixing the price at which a customer may resell a product,

• The acquisition or maintenance of a monopoly or attempted monopoly through anti-competitive conduct.

 

Certain kinds of information, such as pricing, production and inventory, competitors’ bid and proposal information, and “source selection information,” may not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social. We must conduct all interactions with competitors, including social activities, as if they were completely in the public view, because they may later be subject to probing examination and unfavorable interpretation.

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Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where we do business can be difficult, and you are urged to seek assistance from your Team Leader whenever you have a question.

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3. REPORTING POSSIBLE VIOLATIONS.

Even the appearance of impropriety can be damaging. If you encounter a situation and its appropriateness is unclear, please discuss the matter immediately and fully with your manager or a member of the Legal Department.

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If you are aware of a suspected or actual violation of this Code by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the believed violation, including information about the persons involved, the suspected violation, and the time of the violation. Whether you choose to speak with your Team Leader, you may do so without fear of any form of retaliation. Clatinum Gruppo LLP will take prompt disciplinary action against any Teammate who retaliates against you, up to and including termination of employment.

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Team Leaders must promptly report any complaints or observations of Code violations to the SALT. All reported Code violations will be investigated promptly and with the highest degree of confidentiality possible. Your cooperation in the investigation will be expected. As needed, the SALT and the Legal Department will consult for further course of investigation.

If the investigation indicates that a violation of the Code has occurred, Clatinum Gruppo LLP will take action that we believe appropriate. If we determine that an Teammate is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations.

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Raising Concerns

Clatinum Gruppo LLP Coffee will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any Teammate in the terms and conditions of employment based upon the lawful actions of such Teammate with respect to good faith reporting of complaints.

Clatinum Gruppo LLP Open Door Policy sets forth resources available to you when asking a question or speaking up about a possible issue. These resources include:

• Reporting the issue to your Team Leader (who is then obligated to escalate further); or,

• Reporting the issue to the Clatinum Gruppo LLP SALT for issues related to financial controls or company assets via whistle blower e-mail account of SALT.

 

Investigations

Clatinum Gruppo LLP will promptly and thoroughly investigate all reports of violations of this Code and will maintain confidentiality to the extent possible without impeding the investigation process, as set forth in the Clatinum Gruppo LLP Open Door Policy.

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No Retaliation

Clatinum Gruppo LLP will not permit retaliation of any kind by or on behalf of the Company against its Teammates for filing a good faith report or complaint of a violation of this Code.

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4. RESOURCES

The Code of Business Conduct does not address all workplace conduct. Clatinum Gruppo LLP maintains additional policies and guidelines that may provide further guidance on matters in the Code or address conduct not covered by the Code. It is your responsibility to be aware of the policies that apply to you.  Policies are available on mycoffeecafe.in store site or consult your Team Leader for more information.

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5. SIGNATURE AND ACKNOWLEDGEMENT

All new Teammates must read and comply with the Code of Business Conduct and Ethics and sign an acknowledgement form confirming that they have read the Code, understand it and have had the opportunity to ask questions about it, and agree to abide by its provisions. All Teammates will be required to make similar acknowledgements on a periodic basis. Failure to read the Code or sign the acknowledgement form does not excuse an Teammate from compliance with the Code.

 

6. EXCEPTIONS

Any exceptions to this policy must be approved by the SALT.  Any exceptions to this policy for any Team Members may be authorized only by the SALT Board of Clatinum Gruppo LLP.

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