Tariq Glass Industries Limited

Integrity · Transparency · Accountability · Respect · Sustainability

A commitment to the highest standards of ethical and responsible business conduct, guiding every Director, employee and business partner of the Company.

1. Introduction and Purpose

Tariq Glass Industries Limited (“TGL” or the “Company”) is committed to conducting its business with the highest standards of integrity, honesty, professionalism, fairness and accountability. The Company seeks to create sustainable value for its shareholders and other stakeholders while maintaining responsible business practices and respecting the interests of its customers, employees, business partners and the communities in which it operates.

This Code of Conduct (“Code”) sets out the fundamental principles and standards expected from all Directors, senior management and employees of the Company and, where applicable, from agents, consultants, advisors, representatives, intermediaries, contractors and other persons authorized to act on behalf of the Company.

The Code shall be read together with the Company's Articles of Association, applicable laws and regulations, the Code of Corporate Governance, listing requirements and other policies and procedures approved by the Company from time to time.

The Company expects every person covered by this Code to exercise sound judgment, act in good faith and protect the reputation, assets and legitimate interests of TGL.

2. Commitment to Ethical and Lawful Conduct

The Company is firmly committed to conducting its business in accordance with all applicable laws, rules, regulations and regulatory requirements.

Directors and employees shall:

• comply with applicable laws, regulations, Company policies and lawful directions;
• conduct themselves with honesty, integrity, professionalism and dignity;
• avoid any conduct that may bring the Company into disrepute;
• promptly report any known or suspected violation of law, this Code or Company policy; and
• cooperate honestly with authorized investigations and regulatory requirements.

No person shall justify a violation of this Code on the basis of business targets, financial performance, instructions from a superior or any other commercial consideration.

3. Corporate Governance and Leadership Commitment

The Company is committed to maintaining high standards of corporate governance, transparency and accountability.

The Board of Directors provides oversight and leadership in promoting ethical conduct and responsible business practices. The Board, through the Audit Committee, oversees the Company's risk, internal control and compliance environment, while Management is responsible for implementing appropriate policies, procedures and controls.

The Company expects its Directors and senior management to lead by example and demonstrate visible commitment to preventing corruption, unethical conduct, discrimination, harassment and other improper practices.

4. Anti-Bribery and Anti-Corruption

TGL has zero tolerance for bribery and corruption in any form.

No Director, employee or person acting on behalf of the Company shall:

• offer, promise, authorize, give, solicit or accept a bribe or other improper advantage;
• make or receive an improper payment to influence a business or official decision;
• use Company funds or resources for any unlawful or unethical purpose;
• make payments through intermediaries or third parties to achieve an improper business advantage; or
• engage in any other conduct intended to improperly influence a decision or obtain an unfair advantage.

This prohibition applies to dealings with government officials, customers, suppliers, contractors, agents, consultants, intermediaries and all other business partners.

The Company shall maintain appropriate controls and accounting records to ensure that transactions are accurately and transparently recorded.

5. Facilitation Payments

The Company prohibits facilitation payments, whether made directly or indirectly, except where a payment is legally required and properly documented.

No employee or representative may make an unofficial payment to expedite or secure a routine governmental or administrative action.

Where an employee faces an immediate threat to personal safety, any payment made under duress shall be reported promptly to Management and appropriately recorded.

6. Gifts, Hospitality and Business Expenses

Directors, employees and persons acting on behalf of the Company shall exercise particular care in giving or receiving gifts, hospitality, entertainment or other benefits.

No gift, hospitality or benefit may be offered or accepted where it:

• is intended to improperly influence a business decision;
• creates an actual or perceived obligation;
• is excessive, inappropriate or frequent;
• is offered during a tender, negotiation, procurement decision or other sensitive business process; or
• violates applicable law or Company policy.

Reasonable and customary business hospitality may be permitted where it is lawful, transparent, proportionate and directly related to legitimate business purposes.

All gifts, hospitality or expenses requiring disclosure or approval shall be reported through the prescribed Company procedures. The Company shall maintain appropriate records and approval controls for such matters.

7. Political Contributions and Activities

The Company maintains political neutrality and shall not use its funds, assets, premises, personnel or other resources for unauthorized political activities.

No political contribution, donation or expenditure shall be made in the Company's name unless expressly permitted by applicable law and duly authorized in accordance with Company policy and governance procedures. Any permitted contribution shall be properly recorded and disclosed where required by law.

Directors and employees may exercise their lawful personal rights in their individual capacity, provided that such activities do not involve Company resources, create a conflict of interest or imply the Company's endorsement.

8. Conflict of Interest

Directors and employees shall act in the best interests of the Company and avoid actual, potential or perceived conflicts between their personal interests and those of TGL.

Any personal, family, financial or other relationship that may influence, or appear to influence, an individual's business judgment shall be promptly disclosed to the appropriate authority.

Particular care shall be exercised in dealings involving:

• relatives;
• entities in which the employee, Director or a relative has a material interest;
• suppliers, customers or competitors with whom the employee or Director has a personal relationship; and
• any other transaction in which an individual's impartiality may reasonably be questioned.

Transactions involving a conflict of interest shall be conducted on an arm's-length basis and in accordance with applicable approval and disclosure requirements.

No person shall participate in a decision where he or she has a material conflict of interest.

9. Confidentiality, Inside Information and Data Protection

Directors and employees shall protect confidential and proprietary information obtained through their association with the Company.

Confidential information includes, among other things:

• business plans and strategies;
• financial and operational information;
• customer and supplier information;
• pricing and commercial information;
• technical and manufacturing information;
• intellectual property;
• personal information;
• unpublished financial and corporate information; and
• information relating to transactions, investments or strategic initiatives.

Such information shall not be disclosed or used for personal benefit or for the benefit of another person unless authorized or required by law.

Confidentiality obligations shall continue after termination of employment or Directorship.

Directors and employees shall also comply with applicable insider trading laws and SECP requirements and shall not use unpublished price-sensitive information for personal gain or to benefit any other person.

10. Accurate Books, Records and Financial Reporting

The Company is committed to maintaining accurate, complete, timely and transparent records of its business activities.

All transactions shall be recorded accurately and supported by appropriate documentation. No false, misleading, incomplete or artificial entry shall knowingly be made in the Company's books or records.

Employees shall cooperate fully with internal and external auditors and shall not conceal, alter or destroy records in violation of applicable laws or Company policies.

11. Anti-Money Laundering and Sanctions Compliance

The Company shall not knowingly be used for money laundering, terrorist financing, sanctions evasion or other unlawful financial activities.

Employees and relevant representatives shall exercise appropriate due diligence when dealing with customers, suppliers, agents, intermediaries and other counterparties and shall comply with applicable Know Your Customer (KYC), anti-money laundering and sanctions requirements.

Any suspicious transaction or activity shall be promptly reported through the appropriate internal channel.

12. Fair Competition and Responsible Business Practices

The Company is committed to competing fairly and ethically.

Directors and employees shall not engage in:

• anti-competitive arrangements;
• improper exchange of commercially sensitive information;
• misleading or deceptive business practices;
• unfair manipulation of customers or suppliers; or
• any other conduct prohibited by applicable competition laws.

The Company's commercial activities shall be conducted fairly, transparently and with due regard to the legitimate interests of customers, suppliers and other stakeholders.

13. Customers and Business Partners

The Company seeks to maintain long-term relationships based on trust, quality, fairness and professional conduct.

Employees shall deal honestly and respectfully with customers, suppliers, contractors, dealers, agents and other business partners.

Business decisions shall be based on legitimate commercial considerations and shall not be influenced by personal relationships, improper benefits or discriminatory practices.

The Company expects its relevant business partners and representatives to uphold ethical standards consistent with this Code when acting on its behalf.

14. Company Assets and Resources

All Directors and employees are custodians of the Company's assets and shall protect them against loss, misuse, theft, unauthorized disposal or damage.

Company assets include:

• cash and funds;
• buildings and premises;
• plant and machinery;
• vehicles;
• inventory and products;
• information technology systems;
• intellectual property;
• confidential information;
• Company time and facilities; and
• other tangible and intangible resources.

Company resources shall be used responsibly and primarily for legitimate business purposes. Personal use shall only be permitted where expressly authorized.

15. Intellectual Property and Work Product

The Company recognizes intellectual property as an important business asset.

Employees shall protect the Company's patents, trademarks, designs, processes, technical information, software, documents, inventions and other intellectual property.

Subject to applicable law and contractual arrangements, work products, inventions, improvements, discoveries, designs and other intellectual property developed in the course of employment or using Company resources shall remain the property of the Company.

Employees shall also respect the intellectual property rights of third parties.

16. Professionalism, Attendance and Workplace Discipline

All employees are expected to maintain professional standards of conduct, punctuality, attendance, personal hygiene and appropriate workplace behaviour.

Employees shall:

• perform their duties honestly and diligently;
• comply with applicable working hours and attendance requirements;
• obtain appropriate authorization for absence from duty;
• maintain professional appearance and conduct;
• treat colleagues, customers and visitors with courtesy and respect; and
• comply with lawful workplace instructions and Company procedures.

17. Equal Opportunity and Non-Discrimination

The Company is committed to providing equal employment opportunities based on merit, competence, qualifications and performance.

The Company does not tolerate unlawful discrimination based on gender, religion, ethnicity, race, colour, age, disability, marital status or any other protected characteristic under applicable law.

Employment, recruitment, promotion, compensation, training and other employment decisions shall be based on legitimate and objective criteria.

The Company also supports appropriate measures to promote gender diversity and inclusion of persons with disabilities, including reasonable accommodation where practicable and required by law.

18. Harassment-Free and Respectful Workplace

TGL is committed to maintaining a workplace free from harassment, bullying, intimidation, violence and abusive conduct.

Harassment may be physical, verbal, psychological, sexual or otherwise inappropriate and may occur in person or through electronic communications.

Any form of harassment or intimidation involving employees, Directors, customers, suppliers, contractors or visitors is prohibited.

Complaints shall be dealt with fairly, confidentially and in accordance with applicable laws and Company procedures.

19. Human Rights, Forced Labour and Child Labour

The Company respects fundamental human rights and is committed to conducting its operations responsibly.

The Company does not permit:

• forced or bonded labour;
• child labour in violation of applicable law;
• human trafficking or modern slavery;
• coercion or intimidation in the workplace; or
• discriminatory employment practices.

The Company expects relevant suppliers, contractors and business partners to comply with applicable labour and human-rights requirements and may consider such matters in its business relationships.

20. Fair Wages, Working Hours and Employment Practices

The Company is committed to complying with applicable laws relating to:

• minimum wages;
• lawful working hours;
• overtime;
• statutory benefits; and
• other employment-related requirements.

Employees shall receive their lawful compensation through transparent and authorized payment mechanisms.

The Company expects contractors and relevant business partners to comply with applicable labour laws in their dealings with workers engaged in providing services to the Company.

21. Health, Safety and Environment

The Company considers the health and safety of its employees, contractors, visitors and surrounding communities to be a fundamental responsibility.

All persons are required to comply with established Health, Safety and Environment (HSE) policies, procedures and safety instructions.

The Company shall seek to:

• identify and assess workplace hazards;
• implement appropriate preventive and protective measures;
• provide relevant training and awareness;
• maintain safe working conditions;
• monitor incidents and near misses; and
• continuously improve its HSE practices.

Employees have a responsibility to report unsafe conditions, accidents, incidents and hazards promptly.

22. Environmental Responsibility and Climate Considerations

The Company is committed to responsible use of natural resources and compliance with applicable environmental laws and standards.

The Company seeks to improve resource efficiency through measures including:

• energy conservation;
• renewable energy initiatives;
• efficient production processes;
• responsible use of raw materials;
• reduction of waste and emissions; and
• appropriate environmental controls.

The Company shall continue to assess environmental and climate-related risks relevant to its operations and consider appropriate measures in its business planning and investment decisions.

23. Information Technology and Cybersecurity

Company information systems shall be used responsibly, securely and primarily for legitimate business purposes.

Employees shall:

• protect passwords and access credentials;
• safeguard Company data;
• comply with information-security procedures;
• avoid unauthorized access or disclosure of information; and
• promptly report suspected cybersecurity incidents.

The use of Company systems to transmit or receive material that is unlawful, threatening, discriminatory, harassing, offensive or otherwise inappropriate is prohibited.

24. Media and External Communications

Only authorized persons may represent the Company in the media or make public statements on behalf of TGL.

Employees shall not provide interviews, publish articles, make public statements or otherwise represent the Company's position without appropriate authorization.

All external communications shall be accurate, appropriate, lawful and consistent with the Company's interests and disclosure obligations.

25. Secondary Employment and Outside Activities

Employees shall not engage in outside employment, business activities or other commitments that:

• interfere with their responsibilities to the Company;
• compete with the Company's business;
• misuse Company resources or confidential information; or
• create an actual or perceived conflict of interest.

Any material outside business interest or activity shall be disclosed and, where required, approved in accordance with Company policy.

26. Borrowing and Financial Dealings

Employees shall not borrow money from customers, suppliers, contractors, business associates or subordinates where such borrowing may create an actual or perceived conflict of interest.

Personal financial dealings shall not compromise independent business judgment or the Company's interests.

27. Whistle-Blowing and Reporting of Concerns

The Company encourages employees, Directors, business partners and other stakeholders to report suspected:

• corruption or bribery;
• fraud or financial misconduct;
• violations of this Code;
• conflicts of interest;
• harassment or discrimination;
• human-rights violations;
• health and safety concerns;
• environmental misconduct; or
• other unlawful or unethical conduct.

Reports may be made through the Company's designated whistle-blowing channels in accordance with the Whistle-Blowing Policy.

The Company shall maintain appropriate mechanisms for confidential reporting and, where permitted, anonymous reporting.

No person making a genuine report in good faith shall suffer retaliation, victimization or adverse treatment as a result of raising a concern.

Where appropriate, the Company may maintain two-way communication with the reporting person to facilitate clarification, investigation and follow-up.

28. Investigation and Corrective Action

Reported concerns shall be assessed and, where appropriate, investigated in a fair, impartial and timely manner.

The Company shall protect confidentiality to the extent reasonably practicable and permitted by law.

Where misconduct or a violation is established, appropriate corrective, disciplinary, contractual or legal action may be taken.

The Company shall seek to ensure that affected stakeholders receive appropriate remedies where required by law, Company policy or the circumstances of the matter.

29. Training and Awareness

The Company shall promote awareness of this Code through appropriate communication and training programmes.

Relevant Directors, senior management and employees shall receive appropriate training on areas including:

• anti-bribery and anti-corruption;
• conflicts of interest;
• gifts and hospitality;
• whistle-blowing;
• insider trading;
• workplace harassment;
• health and safety;
• human rights; and
• other areas relevant to their responsibilities.

Training requirements shall be reviewed periodically based on the Company's risk profile and emerging requirements.

30. Risk Management, Monitoring and Review

The Company recognizes ethical, compliance, operational, financial, environmental and human-rights risks as important components of its overall risk management framework.

The Management is responsible for identifying and managing risks and implementing appropriate controls.

The Audit Committee reviews the effectiveness of the Company's internal control, risk management and compliance framework and reports significant matters to the Board, as appropriate.

The Board of Directors provides overall oversight and strategic direction.

The Board, Audit Committee and Management are in the process of continually evaluating the Company's risk and compliance environment and devising and implementing appropriate strategies and controls to mitigate identified risks.

The Company shall periodically review this Code and related policies to assess their suitability, adequacy and effectiveness and shall make improvements where appropriate.

31. Cooperation with Auditors and Investigations

Directors and employees shall cooperate fully with internal and external auditors, regulators and authorized investigators.

No person shall:

• obstruct or improperly influence an investigation;
• conceal relevant information;
• destroy or alter records improperly; or
• provide knowingly false or misleading information.

32. Breach of the Code

Any violation of this Code may result in appropriate action in accordance with applicable laws, employment terms, Company policies and disciplinary procedures.

Serious violations may also be referred to relevant regulatory or law-enforcement authorities where required or considered appropriate.

33. Responsibility and Accountability

Every person covered by this Code is personally responsible for understanding and complying with its provisions.

Managers and supervisors have an additional responsibility to:

• lead by example;
• promote ethical conduct;
• ensure employees understand applicable requirements;
• respond appropriately to reported concerns; and
• avoid retaliation against persons raising genuine concerns.

Ignorance of the Code shall not, by itself, constitute a defense against a violation.

34. Certification and Acknowledgement

All Directors, senior management and employees covered by this Code shall acknowledge that they have read, understood and agreed to comply with the Code and applicable Company policies.

Where required, they shall periodically confirm compliance and disclose any actual or potential conflict of interest, violation or other matter requiring disclosure.

By accepting employment, appointment or continued association with the Company, each person covered by this Code is expected to uphold its principles and conduct themselves in a manner consistent with the Company's values and responsibilities.