1. Introduction

This Code of Conduct (hereinafter referred to as "the Code") is designed to set forth the ethical standards and guidelines for Independent Directors (hereinafter referred to as "Directors") of Vertotech Aerospace Ltd. (hereinafter referred to as "the Company"). The Code aims to ensure that Directors act with integrity, exercise their duties with diligence, and maintain the highest level of professional conduct in their roles.

2. Scope and Applicability

This Code applies to all Independent Directors of the Company and is in accordance with the provisions of the Companies Act, 2013, and the Securities and Exchange Board of India (SEBI) regulations. The Code is intended to provide guidance to Directors in their responsibilities towards the Company, its shareholders, and other stakeholders.

3. Duties and Responsibilities

• Act in Good Faith: Act honestly, with integrity, and in the best interest of the Company, its shareholders, and other stakeholders.
• Exercise Due Diligence: Perform their duties with due care, diligence, and independent judgment.
• Avoid Conflicts of Interest: Disclose any actual or potential conflicts of interest that may arise in their roles and ensure that their personal interests do not conflict with their duties to the Company.
• Maintain Confidentiality: Maintain the confidentiality of all information acquired during their tenure as Directors and not disclose any such information unless legally required.
• Adhere to Laws and Regulations: Comply with all applicable laws, rules, and regulations, including those related to corporate governance, insider trading, and disclosure obligations.
• Attend Meetings and Participate Actively: Attend all Board meetings and committee meetings to which they are appointed and actively participate in discussions and decision-making processes.
• Promote Ethical Standards: Uphold the ethical standards of the Company and encourage ethical behavior among employees and other Directors.

4. Guidelines for Professional Conduct

• Act Objectively and Independently: Exercise objective judgment on corporate affairs, independent of management or any external influence.
• Protect the Interests of Minority Shareholders: Safeguard the interests of minority shareholders and ensure that their rights are respected and protected.
• Promote Corporate Governance: Actively promote and uphold high standards of corporate governance within the Company.
• Contribute to Strategy and Policy Development: Contribute to the formulation and implementation of the Company's strategies and policies.

5. Conflict of Interest

• Directors shall avoid situations where their personal interests may conflict with the interests of the Company.
• Directors must disclose any potential conflict of interest to the Board and abstain from participating in discussions or decisions where such a conflict may arise.

6. Confidentiality

• Directors shall maintain the confidentiality of all information received in the course of their duties and shall not use such information for personal gain or in a manner detrimental to the Company.

7. Compliance with Laws

• Directors shall comply with all applicable laws, rules, and regulations, including the Companies Act, 2013, SEBI regulations, and any other relevant laws.

8. Reporting Concerns

• Directors shall report any concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct or policies to the Chairman of the Audit Committee.

9. Review and Amendment

• The Board shall review this Code periodically and may amend it as necessary to ensure its continued relevance and effectiveness.
• Directors are expected to adhere to this Code and any amendments made thereto.

10. Acknowledgment

• Directors shall sign an acknowledgment confirming their receipt, understanding, and agreement to comply with this Code. This acknowledgment shall be retained in the Company’s records.

Date of Adoption: [Insert Date]

Approved by: Board of Directors, Vertotech Aerospace Ltd.