Introduction

Scope

The Policy applies to the operations of Welspun One Pvt. Ltd. and its subsidiaries (collectively, Welspun One or the Company), including all divisions and other entities worldwide that are controlled in fact, by ownership or otherwise, directly or indirectly by the Company. Some of the policies and procedures in the Manual also apply to Welspun Ones agents and other third party representatives.

All Welspun One officers, directors, employees, all agents and third party representatives who represent Welspun One, must comply with this policy, regardless of seniority, specialization or location.

This Policy is not intended to provide specific answers to unique legal questions, to create legal rights or duties as to third parties, or to set standards of conduct that are enforceable by third parties against Welspun One.

Purpose

It is the policy of Welspun One to comply with all applicable laws and regulations in the countries where Welspun One conducts business. As part of that policy, Welspun One has developed this Policy to guide all officers, directors, employees and other third party representatives on compliance with anti-bribery & anti-corruption rules and regulations. This policy sets the expectations and requirements for compliance with those laws.

General Policies

All Welspun One officers, directors, employees, agents and other third party representatives are required to act in accordance with high standards of personal and professional integrity, honesty, and ethical conduct while working for the Company.

Anti-Corruption Policy

Welspun One prohibits bribery and other corrupt conduct in any form. Bribery and kickback involving government officials, customers, competitors, suppliers, and all other counterparties is strictly prohibited.

It is the policy of Welspun One to comply with all applicable laws, regulations or orders of relevant governmental authorities prohibiting the provision of a financial or other advantage for a corrupt purpose or otherwise in connection with the improper performance of a relevant Function, including, as applicable, the Indian Prevention of Corruption Act 1988, and other applicable laws governing corruption and bribery, whether public, commercial or both.

No Welspun One officer, director, employee, agent, or other third party representative worldwide may, directly or indirectly, offer, promise, pay, give, or authorize the giving of any financial or other advantage, or anything else of value, to a government official or any other person, with the intent to exert improper influence over the recipient, induce the recipient to violate his or her duties, secure an improper advantage for Welspun One, or improperly reward the recipient for past conduct.

No Welspun One officer, director, employee, agent or other third party representative may request, agree to receive, or accept anything of value from any other person as an inducement or reward for violating his or her duties to Welspun One, performing a Function improperly, or providing an improper benefit or other advantage.

Welspun Ones anti-corruption and anti-bribery policies extend to all commercial dealings in the markets where Welspun One operates. All interactions with private customers, agents, and any other individual or entity must be professional, honest, and ethical.

Compliance Obligations

Compliance with this Policy is mandatory. All Welspun One officers, directors, employees, agents and third party representatives must read and understand the procedures set forth in this Policy.

None of the procedures in this Policy may be waived or adapted without the approval of Chief Compliance Officer. Anyone who violates the standards in this Policy will be subject to appropriate disciplinary action including termination of his or her employment relationship with Welspun. Certain conduct in violation of the standards in this Policy also could give rise to criminal prosecution by governmental authorities.

If there is any doubt about the procedures set forth in this Policy or whether a proposed payment, transaction, business relationship or other activity complies with the standards of this Policy or applicable laws and regulations, it is the concerned individuals responsibility to seek advice and guidance. If you have questions or problems concerning this Policy and the procedures set forth herein, or if you have questions about interactions with government officials, payment practices, governments and parties, or any other issue related to the information and standards of this Policy, please immediately contact the Chief Compliance Officer at:

Chief Compliance Officer: Pradumna Kanodia

Contact Information: Chief Compliance Officer BKT House 8th Floor, Kamala Mills Compound Senapati Bapat Marg Lower Parel (West) Mumbai 400 013, India

Non-Retaliation Policy

No person subject to Welspun Ones ABAC Policy will suffer adverse consequences for refusing to offer, promise, pay, give, or authorize any improper benefit, advantage or reward, even if doing so results in the loss of business for Welspun One.

Further, no person subject to ABAC policy will suffer retaliation or other adverse consequences for providing information in good faith relating to a violation of law or Welspun Ones policy. Welspun One will not tolerate any retaliation against persons asking questions about or making good faith reports of possible violations of the procedures Policy.

Anyone who retaliates or attempts to retaliate will be subject to discipline up to and including termination.

Guidance on using this Policy

Organization of this Policy

This Policy sets forth Welspun Ones procedures on a number of compliance areas related to anti-bribery & anti-corruption. The topics focused on anti-bribery & anti-corruption compliances are the following:

• Retention and Monitoring of Third Party Representatives
• Gifts
• Travel and Accommodation (Boarding and Lodging)
• Meals, Entertainment and Other Hospitality
• Charitable Contributions and Sponsorship Involving Government Officials or Government Entities
• Political Contributions
• Suppliers, Vendors and Other Third Parties Specifically Recommended by Government Officials
• Employment Requests from Government Officials
• Facilitating Payments

When dealing with a transaction involving one of these activities, you should turn to the relevant section of this Policy for applicable procedures.

In addition to the topics listed above, this Policy discusses broader aspects of the Companys compliance infrastructure, including the following:

• Books and Records
• Compliance Due Diligence in Acquisitions and Joint Ventures Compliance Monitoring and Audit
• Compliance Monitoring and Audit
• Compliance Training
• Reporting violations or suspicious activity
• Investigations and disciplinary action for non-compliance with this policy
• Waiver and amendment

Important Definitions

Please keep the following definitions in mind as you review and implement the procedures in this policy.

Chief Compliance Officeris the individual designated by Welspun as having functional responsibility for the implementation and management of the procedures in this Policy and other relevant compliance policies.

Function is a substantive area of business operation, such as finance, legal, sales, or production.

Government Entity means any government or its subdivision, any independent government agency, or any state-owned or state-controlled business.

Government Official includes all of the following:

• An officer or employee, regardless of rank, of any national, provincial, regional or local government agency or department (whether domestic or foreign), including but not limited to police agencies, customs officials, local tax officials, issuers of government permits, approvals or licenses and/or immigration officials;
• an elected official (for example, a mayor, legislator, chief minister or city council member);
• an officer or employee of any government-owned or government-controlled company (for example, an employee of a government-owned customer or government-owned joint venture partner);
• a candidate for political or elected government office or a party official;
• an officer, employee, or representative of a public international organization (for example, the World Bank, the World Health Organization, or the United Nations); or a private person acting in an official capacity for or on behalf of a governmental entity or any public international organization (for example, a government environmental consultant acting under governmental authority).
• Spouses and family members of any of the individuals specified above

Legal Department means the Legal Department of Welspun World or its subsidiaries.

Third Party Representative includes any third party that is appointed to interact with Government Officials on Welspun Ones behalf, or that otherwise is authorized by Welspun One to represent the Company in dealings with customers or other commercial counterparties. Third Party Representatives include, but are not limited to, sales agents, customs agents, regulatory consultants, vendors, contractors and sub-contractors including any officer or employee thereof. Welspun One or the Companyrefers to Welspun One Pvt. Ltd., and its subsidiaries, including all divisions and other entities worldwide that are controlled in fact, by ownership or otherwise, directly or indirectly by Welspun One Pvt. Ltd.

Anything of Value

Anything of value just about covers any form of benefit, which includes, but is not limited to:

• Cash or cash equivalents, loans, gifts or prizes;
• Employment offers or promises of future employment (to an individual or any of his/her relatives);
• Favorable terms on a product or service or product discounts;
• Entertainment/hospitality (payment of travel, hotel or restaurant bills, living expenses, or costs of trips or resort stays);
• Use of vehicles or vacation homes;
• Discounted or free tickets to events
• Services, personal favors, or home improvements;
• Sponsorships
• Political or charitable donations
• Opportunity to buy direct shares (friends and family shares) in a company with a connection to Welspun One.

Bribe/bribery

To bribe or bribery means directly or indirectly offering, promising, giving, accepting or soliciting Anything of Value (which could be financial or non-financial), and irrespective of location(s), in violation of applicable law to an individual, a government official or an employee of a commercial enterprise for the purpose of obtaining or retaining business, to win a business advantage, or to influence a decision regarding Welspun. This also includes obtaining licenses or regulatory approvals, preventing negative government actions, reducing taxes, avoiding duties or custom fees, or blocking a competitor from bidding on business.

Corrupt Practice/Corruption

Any offering or giving receiving or soliciting directly or indirectly of Anything of Value to influence improperly the actions of another party.

Kickback

Kickbacks are typically payments made in return for a business favor or advantage.

Oversight and Sources of Guidance

Oversight of Welspun Ones Compliance Program

The Ethics Committee along with the Managing Director and Chief Financial Officer are responsible for providing guidance, resources and support for the implementation of this Policy.

The Chief Compliance Officer is responsible for the implementation and management of Welspun Ones Compliance Program. The Chief Compliance officer in consultation with the Managing Director and Audit Committee will be responsible for approving amendment in the content of this policy.

The Chief Compliance Officer may delegate oversight responsibility for management and implementation of the Compliance Program. Regardless of such delegation, the Chief Compliance Officer shall ultimately be responsible for ensuring proper implementation of the Compliance Program. The Chief Compliance Officer shall consult with outside counsel with appropriate expertise as necessary for guidance and assistance regarding compliance with applicable law and implementation of this Program.

Guidance on Welspun Ones Compliance Program

Whether a proposed payment, engagement or transaction would violate the procedures in this Policy often will depend on unique facts and circumstances. If you are unsure whether conduct would violate the Companys ABAC policy, you must seek guidance before proceeding further. There are many people within Welspun One who can help you to understand your responsibilities, including the following:

• your immediate supervisor;
• the Chief Compliance Officer;

Anti-Corruption Policies and Procedures

Officers, directors, employees, agents and other third party representatives may not, directly or indirectly, offer, give, or authorize the offering or giving of a financial or other advantage or anything else of value corruptly to a Government Official to: (i) influence an official act or decision of the Government Official; (ii) induce the Government Official to violate a lawful duty; or (iii) induce the Government Official to influence or affect an act or decision of a Government Entity, political party, or public international organization, in order to obtain or retain business or secure an improper advantage for the Company.

Similarly, officers, directors, employees, agents and other third party representatives may not, directly or indirectly, offer, give, or authorize the offering or giving of a financial or other advantage or anything else of value to another person: (i) to induce that person to perform a relevant Function or activity improperly; (ii) to reward that person for having performed a relevant Function or activity improperly; or (iii) if the persons acceptance of the payment or gift would itself constitute the improper performance of a relevant Function or activity.

Additionally, officers, directors, employees, agents and other third party representatives may not accept anything of value to perform their Function improperly.

The following section of the Policy addresses a number of business activities and transactions where heightened corruption risks may arise. You must comply with the policies and procedures of this section.

Retention and Monitoring of Third Party Representatives

Third Party Representatives play an important role in Welspun Ones business. Welspun One relies on various agents and other Third Party Representatives in carrying out a range of important business activities. Misconduct by a Third Party Representative can create risk for Welspun One that could lead to civil or criminal penalties or reputational harm to the Company. Therefore, care must be taken when selecting and monitoring the activities of agents and other Third Party Representatives.

Once engaged, Welspun Ones Third Party Representatives must conduct themselves in accordance with high ethical standards, all applicable laws, and Welspun Ones policies and procedures, including those in this Policy. The integrity due diligence review process outlined below does not apply to persons or entities that are not authorized to act on behalf of Welspun One, such as agents of Welspun Ones customers, suppliers of raw materials, and other vendors/counterparties that do not represent Welspun One.

APPENDIX B

Contact Information for Key Compliance-Related Functions/Departments

Deputy Chief Compliance Officers	India	[insert name / contact information]	Welspun Tradings Ltd. Welspun Natural Resources Pvt. Ltd. Welspun Pipes Limited Welspun Infratech Limited Welspun Plastics Private Limited Welspun Projects Limited Welspun Constructions Pvt. Ltd. Welspun Maxsteel Limited Welspun Road Projects Pvt. Ltd. Welspun Infraprojects Private Ltd Welspun Water Infrastructure P Ltd Welspun Energy Transportation P Ltd Welspun Energy Maharashtra P Ltd Welspun BOT Projects P Ltd MSK Projects (Himmatnagar Byepass) Pvt. Ltd. MSK Projects (Kim-Mandavi Corridor) Pvt. Ltd.
	Saudi Arabia	[insert name / contact information]	Welspun Pipe Inc. Welspun Tubular LLC Welspun Global Trade LLC
Legal Department	India	[insert name / contact information]
	Saudi Arabia	Empowered Official(s): [insert name(s) / positions / contact information]
Finance Department	India	[insert name / contact information]
	Saudi Arabia	Empowered Official(s): [insert name(s) / positions / contact information]
	United States	Empowered Official(s): [insert name(s) / positions / contact information]
Sales and Marketing Department	Saudi Arabia	Empowered Official(s): [insert name(s) / positions / contact information]
	United States	Empowered Official(s): [insert name(s) / positions / contact information]
Human Resources Department	Saudi Arabia	Empowered Official(s): [insert name(s) / positions / contact information]
	United States	Empowered Official(s): [insert name(s) / positions / contact information]
Export/Import Department	Saudi Arabia	Empowered Official(s): [insert name(s) / positions / contact information]
	United States	Empowered Official(s): [insert name(s) / positions / contact information]
Ethics and Compliance Reporting Channel	Saudi Arabia	Empowered Official(s): [insert name(s) / positions / contact information]
	United States	Empowered Official(s): [insert name(s) / positions / contact information]

APPENDIX C

Additional Procedures Checklist

No.	Additional Procedures	Responsible Dept./Person(s)	Completion period
1	Adopt a Gift Log that incorporates the key items listed in the Compliance Program and delegate a responsible person to maintain the Gift Log	Finance Department at relevant locations	Within three months of adoption of Compliance Program
2	Identify responsible persons - both at the functional level and by location (including for those entities listed at Appendix A) -- who will be responsible for implementing and overseeing the Compliance Program	Chief Compliance Officer	Within three months of joining Welspun as Chief Compliance Officer
3	Delegate authority and specific responsibilities to the individuals identified as responsible for implementing and overseeing the Compliance Program	Chief Compliance Officer	Within three months of joining Welspun as Chief Compliance Officer
4	Update the list of key contacts for compliance related questions and concerns and make this list available to all employees (this list should include key contacts at both the central and local level and provide a description of the relevant compliance responsibilities as well as contact information)	Chief Compliance Officer	Within three months of joining Welspun as Chief Compliance Officer
5	Set budget to ensure there are sufficient resources to implement and achieve the objectives set forth in the ABAC Policy	Chief Compliance Officer / Human Resources Department	Within three months of joining Welspun as Chief Compliance Officer
6	Establish procedure for checking and responding to the Non-Compliance to this policy	Chief Compliance Officer	Within three months of joining Welspun as Chief Compliance Officer
7	Determine the specific export controls and related classification numbers (according to U.S. law and other applicable laws) applicable to the Company’s key products, components, equipment, software and technology, and compile this information in a matrix and ensure the information is reviewed and updated at routine intervals	Legal Department / Sales and Marketing Department / Export/Import Department	Within six months of the adoption of the Compliance Program
8	Set a timetable for training all employees on the Company’s Compliance Program	Chief Compliance Officer	Within three months of joining Welspun and also annually.
9	Develop an audit module that addresses specific metrics and includes typical audit components such as identifying the individual with oversight of the compliance audit, frequency, site selection, planning, site visits, transactional testing, reporting and remediation	Chief Compliance Officer	Within six months of joining Welspun as Chief Compliance Officer