Employment Termination, Disciplinary Action & Separation Policy

1. Policy Statement

Please refer to the Policy Statement callout above, which forms an integral part of this Policy.

2. Objectives

The objectives of this Policy are:

• To establish a uniform procedure for employee separation.
• To protect the Company's business, assets and reputation.
• To ensure fairness and transparency during disciplinary proceedings.
• To provide employees an opportunity to respond before disciplinary action, wherever required by law.
• To safeguard confidential information and client interests.
• To regulate notice period, exit process and Full & Final Settlement.
• To minimize employment disputes.
• To ensure statutory compliance.

3. Applicability

This Policy shall apply to all:

• Permanent Employees;
• Probationary Employees;
• Confirmed Employees;
• Contract Employees (to the extent applicable);
• Fixed-Term Employees;
• Trainees;
• Interns; and
• Consultants where specifically incorporated in their engagement terms.

This Policy shall be read together with the Appointment Letter, HR Policy, Code of Conduct, Leave & Attendance Policy, Zero Tolerance Policy, Information Security Policy, Employee NDA and all other Company policies.

4. Company's Right to Terminate Employment

Subject to applicable law, AIRVINCIBLE reserves the right to terminate employment on lawful grounds, including but not limited to:

• misconduct;
• gross misconduct;
• poor performance;
• repeated policy violations;
• breach of confidentiality;
• fraud;
• dishonesty;
• abandonment of employment;
• operational restructuring;
• redundancy;
• business closure;
• medical incapacity where legally permissible;
• prolonged unauthorized absence; or
• any other lawful reason.

Termination shall always be carried out in accordance with applicable law and the facts of each case.

5. Classification of Termination

Employment may cease under any of the following circumstances:

(a) Resignation by Employee

Voluntary resignation submitted by the employee and accepted by the Company.

(b) Termination During Probation

Where the employee fails to meet the required standards during probation.

(c) Performance-Based Termination

Following documented performance review, counselling and/or Performance Improvement Plan (PIP), where applicable.

(d) Misconduct-Based Termination

Termination arising from misconduct after completion of disciplinary proceedings, where required.

(e) Gross Misconduct

Serious acts warranting major disciplinary action, which may include termination after following due process and applicable legal requirements.

(f) Business Restructuring

Termination arising due to:

• business closure;
• automation;
• workforce rationalisation;
• restructuring;
• redundancy;
• project closure; or
• client loss,

subject to applicable law.

(g) Abandonment of Employment

Termination following prolonged unauthorized absence after due notice and opportunity to explain.

(h) Retirement or Superannuation

Where applicable under Company policy or contract.

6. Termination During Probation

Employees on probation are expected to demonstrate satisfactory:

• performance;
• attendance;
• discipline;
• learning ability;
• integrity;
• behavioural standards;
• compliance with Company policies; and
• suitability for continued employment.

If the Company determines that the employee is unsuitable for confirmation, employment may be terminated during or upon completion of probation by giving the notice specified in the Appointment Letter or salary in lieu thereof, if applicable and subject to law.

7. Performance Improvement Process

The Company believes that termination for poor performance should ordinarily be the last resort.

Where performance deficiencies are identified, the Company may adopt one or more of the following measures:

• verbal counselling;
• coaching;
• written feedback;
• retraining;
• mentoring;
• written warning;
• Performance Improvement Plan (PIP);
• reassessment; or
• transfer to a suitable role, where feasible.

Failure to demonstrate satisfactory improvement within the prescribed period may result in disciplinary action, including termination.

Nothing in this clause obligates the Company to adopt every stage in every case.

8. Misconduct

The following acts may constitute misconduct:

• repeated late reporting;
• habitual absenteeism;
• insubordination;
• refusal to perform lawful duties;
• negligence;
• violation of Company policies;
• unauthorised disclosure of information;
• misuse of Company systems;
• conflict of interest;
• inappropriate workplace behaviour;
• misuse of Company property;
• breach of attendance rules;
• violation of client processes; or
• any conduct prejudicial to the Company's interests.

The above list is illustrative and not exhaustive.

9. Gross Misconduct

The following acts may constitute Gross Misconduct:

• fraud;
• theft;
• embezzlement;
• bribery;
• corruption;
• physical violence;
• threats or intimidation;
• sexual harassment;
• discrimination;
• serious breach of confidentiality;
• data theft;
• cybercrime;
• unauthorised access to systems;
• deliberate destruction of Company property;
• falsification of records;
• forged documents;
• impersonation;
• attendance fraud;
• substance abuse affecting workplace safety;
• criminal conduct affecting employment;
• serious breach of client confidentiality;
• acceptance of illegal gratification;
• disclosure of trade secrets; or
• any act causing substantial financial, legal or reputational damage to the Company.

Where the circumstances warrant, the Company may suspend the employee pending inquiry and may terminate employment after following due process in accordance with applicable law.

10. Abandonment of Employment

Where an employee remains absent from work for three (3) consecutive working days without prior approval or satisfactory communication, the Company may issue a notice requiring the employee to report for duty within the specified period.

If the employee fails to respond satisfactorily or remains absent despite such notice, the Company may initiate abandonment proceedings and take appropriate action, including termination, after following applicable legal requirements.

Absence shall not automatically amount to abandonment without due process.

11. Notice Period

Unless otherwise provided in the Appointment Letter:

• During probation: 7 days' written notice or salary in lieu thereof, where applicable.
• After confirmation: 30 days' written notice or salary in lieu thereof, unless otherwise agreed or required by law.

The Company may, at its discretion and subject to applicable law:

• waive the notice period;
• require full notice to be served;
• accept payment in lieu of notice;
• place the employee on Garden Leave; or
• relieve the employee immediately.

12. Immediate Administrative Action

Where immediate protection of Company assets, confidential information, employees or clients is necessary, the Company may, pending inquiry:

• suspend system access;
• block official email accounts;
• disable access cards;
• recover Company devices;
• restrict entry into Company premises;
• reassign duties;
• suspend client access; or
• place the employee under suspension in accordance with applicable law.

Such measures shall be precautionary in nature and shall not, by themselves, constitute a finding of guilt.

13. Principles of Fairness

Except where immediate action is legally justified, the Company shall endeavour to follow principles of natural justice by:

• informing the employee of the allegations;
• providing a reasonable opportunity to respond;
• considering relevant evidence;
• conducting an impartial inquiry where required; and
• issuing a reasoned decision.

Nothing in this Policy shall prevent the Company from taking urgent interim measures to protect its legitimate business interests.

14. Disciplinary Proceedings

Where any act of misconduct, policy violation or breach of employment obligations is reported, the Company may initiate disciplinary proceedings.

Disciplinary proceedings may be commenced based upon:

• written complaints;
• management reports;
• client complaints;
• internal audits;
• CCTV footage;
• attendance records;
• call recordings;
• email records;
• system logs;
• investigation reports;
• cybersecurity reports; or
• any other credible evidence.

Initiation of disciplinary proceedings shall not, by itself, amount to proof of misconduct.

15. Preliminary Investigation

Before initiating formal disciplinary action, the Company may conduct a preliminary fact-finding investigation to determine whether sufficient grounds exist.

The Company may:

• obtain written statements;
• review attendance records;
• examine CCTV footage;
• review electronic communications;
• inspect Company devices;
• verify documents;
• interview witnesses;
• secure digital evidence; and
• preserve records.

The preliminary investigation is administrative in nature and shall not constitute the final disciplinary inquiry.

16. Show Cause Notice

Where the preliminary investigation indicates a possible violation, the Company may issue a Show Cause Notice requiring the Employee to explain the alleged misconduct.

The Show Cause Notice shall ordinarily contain:

• description of allegations;
• relevant dates;
• policy provisions allegedly violated;
• supporting facts available at that stage;
• time allowed for response; and
• consequences of failure to respond.

The Employee shall ordinarily be granted 48 hours to 7 days to submit a written explanation unless urgency requires a shorter period.

Failure to respond may permit the Company to proceed on the basis of available material.

17. Charge Sheet

Where the explanation submitted is found unsatisfactory or the allegations are serious, the Company may issue a formal Charge Sheet.

The Charge Sheet may include:

• detailed statement of charges;
• particulars of alleged misconduct;
• relevant policy provisions;
• list of supporting documents;
• list of witnesses, where applicable;
• proposed inquiry process; and
• timeline for response.

The Employee shall be given a reasonable opportunity to submit a written defence.

18. Suspension Pending Inquiry

In cases involving serious allegations, including but not limited to fraud, theft, data breach, workplace violence, cyber misconduct, financial irregularity or gross misconduct, the Company may suspend the Employee pending completion of the inquiry.

During suspension:

• access to Company systems may be disabled;
• Company property may be recalled;
• official email access may be suspended;
• entry into Company premises may be restricted; and
• subsistence allowance, where legally required, shall be paid in accordance with applicable law.

Suspension shall not be treated as a disciplinary punishment and shall not imply guilt.

19. Domestic Inquiry

Where required, the Company shall conduct a Domestic Inquiry consistent with the principles of natural justice.

The inquiry may include:

• appointment of an Inquiry Officer or Inquiry Committee;
• production of documentary evidence;
• examination of witnesses;
• opportunity to cross-question witnesses, where appropriate;
• consideration of the Employee's defence;
• review of electronic records;
• review of CCTV or audio recordings, where available; and
• preparation of an inquiry report.

The inquiry shall be conducted fairly, impartially and without predetermined conclusions.

20. Rights of the Employee

During the disciplinary process, the Employee shall ordinarily have the right to:

• receive notice of allegations;
• submit a written explanation;
• produce relevant documents;
• present evidence;
• identify witnesses, where relevant;
• respond to adverse findings; and
• receive a copy of the final decision where appropriate.

These rights shall be exercised in accordance with Company procedures and applicable law.

21. Duties of the Employee

During investigation or inquiry, the Employee shall:

• cooperate fully with the inquiry;
• attend inquiry proceedings when called;
• provide truthful information;
• preserve evidence;
• refrain from influencing witnesses;
• avoid destruction of Company records;
• maintain confidentiality of the proceedings; and
• comply with lawful directions issued by the Inquiry Officer.

Failure to cooperate may itself constitute misconduct.

22. Evidence

The Inquiry Officer may consider any lawful and relevant evidence, including:

• attendance records;
• biometric records;
• access logs;
• emails;
• official chats;
• call recordings;
• CCTV footage;
• customer complaints;
• audit reports;
• system logs;
• digital forensic reports;
• financial records;
• witness statements; and
• any other reliable material.

Electronic records may be relied upon subject to applicable law.

23. Inquiry Report

Upon completion of the inquiry, the Inquiry Officer shall prepare a written report containing:

• summary of allegations;
• evidence considered;
• findings on each charge;
• credibility assessment;
• conclusion regarding misconduct; and
• recommendations, where applicable.

The final disciplinary decision shall be taken by the Competent Authority after considering the inquiry report.

24. Disciplinary Action Matrix

Depending upon the nature and gravity of misconduct, the Company may impose one or more of the following actions:

• verbal counselling;
• written warning;
• final written warning;
• mandatory retraining;
• Performance Improvement Plan (PIP);
• withholding of incentives (where permissible);
• reassignment of duties;
• suspension;
• demotion, where appropriate;
• recovery of losses where legally permissible;
• termination of employment; and
• initiation of civil or criminal proceedings where warranted.

The disciplinary action shall be proportionate to the seriousness of the misconduct.

25. Termination Order

Where termination is considered appropriate, the Company shall issue a written Termination Order specifying:

• effective date of termination;
• nature of termination;
• notice period or pay in lieu, where applicable;
• return of Company property;
• exit formalities;
• Full & Final Settlement process; and
• post-employment obligations.

The Company reserves the right to immediately revoke access to all Company systems upon issuance of the Termination Order.

26. Recovery of Company Losses

Where the Employee has caused financial loss through fraud, theft, wilful misconduct or damage to Company property, the Company may recover such losses only to the extent permissible under applicable law.

Nothing contained herein shall prejudice the Company's right to initiate civil proceedings or lodge a criminal complaint where appropriate.

27. Exit Clearance

Before separation, every Employee shall obtain clearance from the following departments, wherever applicable:

• Human Resources;
• Reporting Manager;
• Information Technology;
• Administration;
• Finance & Accounts;
• Compliance;
• Information Security; and
• Asset Management.

Clearance shall include confirmation that all Company assets, documents and confidential information have been returned.

28. Return of Company Property

The Employee shall immediately return all Company property, including but not limited to:

• Identity Card;
• Access Card;
• Laptop;
• Desktop;
• Headset;
• Mobile Device;
• SIM Card;
• Security Tokens;
• Documents;
• Manuals;
• Storage Devices;
• Password Tokens;
• Keys;
• Client Material; and
• any other Company asset.

Failure to return Company property may result in lawful recovery proceedings and withholding of releasable documents only to the extent permitted by law.

29. Revocation of Access

Immediately upon resignation, suspension or termination, the Company may revoke access to:

• official email;
• CRM systems;
• servers;
• VPN;
• databases;
• client applications;
• attendance systems;
• cloud storage;
• communication platforms;
• access cards; and
• all other Company-controlled systems.

This measure is intended solely to protect Company and client information.

30. Full & Final Settlement

Upon completion of exit formalities, the Company shall process the Employee's Full & Final Settlement in accordance with applicable law and Company policy.

The Company may make lawful adjustments towards:

• notice pay recovery;
• salary advances;
• authorised loans;
• statutory deductions;
• unreturned Company property;
• recoverable losses, where legally permissible; and
• other lawful deductions.

Ordinarily, Full & Final Settlement shall be processed within forty-five (45) days from the date of completion of all exit formalities and submission of all required documents, unless a different timeline is mandated by applicable law or delayed due to unresolved recoveries, pending disciplinary proceedings or statutory requirements.

31. Resignation by Employee

An Employee intending to resign shall submit a written resignation through the Company's prescribed process.

Submission of resignation shall not automatically relieve the Employee from service.

The resignation shall become effective only upon:

• written acceptance by the Company;
• completion of the notice period or payment in lieu thereof, where accepted;
• satisfactory completion of handover;
• completion of exit formalities; and
• issuance of a formal relieving communication by the Company.

The Company reserves the right to accept, defer or waive the notice period in accordance with business requirements and applicable law.

32. Withdrawal of Resignation

A resignation once submitted may be withdrawn only with the prior written approval of the Competent Authority.

The Company shall have absolute discretion to accept or reject such request depending upon:

• operational requirements;
• recruitment status;
• replacement arrangements;
• business continuity; and
• organisational interests.

No Employee shall have a vested right to withdraw a resignation after it has been accepted.

33. Handover of Duties

Before separation, every Employee shall complete a proper handover of all official responsibilities.

The Employee shall submit:

• ongoing work status;
• pending assignments;
• client communications;
• passwords and authorised access credentials (where permitted by Company policy);
• project documentation;
• operational reports;
• customer records;
• work products; and
• any other information reasonably required for business continuity.

Failure to complete handover may result in delay of exit clearance and lawful recovery where applicable.

34. Relieving Letter

A Relieving Letter shall ordinarily be issued only after:

• resignation has been accepted or employment has otherwise lawfully ceased;
• the Employee has completed all exit formalities;
• all Company assets have been returned;
• clearance has been obtained from all relevant departments; and
• there are no outstanding obligations that legally justify withholding the letter.

The Company reserves the right to mention only factual employment details in the Relieving Letter.

35. Experience Certificate

An Experience Certificate, where applicable, shall ordinarily include:

• Employee's name;
• designation(s);
• department;
• employment period;
• last working day; and
• such other factual particulars as the Company considers appropriate.

The Experience Certificate shall not constitute a character certificate or performance appraisal unless specifically stated.

36. Post-Employment Confidentiality

The Employee's obligation to maintain confidentiality shall survive the termination or cessation of employment.

The Employee shall not, during or after employment:

• disclose confidential information;
• copy Company records;
• retain client databases;
• share trade secrets;
• disclose pricing models;
• disclose internal policies;
• misuse customer information;
• reveal business strategies;
• disclose source code, software, algorithms or proprietary systems; or
• use confidential information for personal or third-party benefit.

Violation of this clause may result in civil and/or criminal proceedings, subject to applicable law.

37. Survival of NDA and Intellectual Property Obligations

All obligations relating to:

• Confidentiality;
• Non-Disclosure;
• Intellectual Property;
• Data Protection;
• Trade Secrets;
• Client Information;
• Information Security; and
• Return of Company Property,

shall continue to remain valid even after cessation of employment to the extent enforceable under applicable law.

38. Non-Solicitation

For the period specified in the Employee NDA or any separate agreement, and to the extent enforceable under applicable law, the Employee shall not knowingly:

• induce Company employees to leave employment;
• solicit Company clients using confidential information obtained during employment; or
• interfere with the Company's existing contractual relationships.

Nothing in this clause shall restrict lawful competition or impose restraints prohibited by applicable law, including Section 27 of the Indian Contract Act, 1872.

39. Record Retention

The Company may retain employment-related records, disciplinary records, attendance records, payroll records and other documents for such period as required under applicable law, regulatory requirements or legitimate business purposes.

40. Appeal Against Disciplinary Decision

An Employee who is aggrieved by a disciplinary decision may submit a written appeal to the Human Resources Department within seven (7) working days from the date of receipt of the decision.

The appeal shall clearly specify:

• the grounds of appeal;
• supporting facts;
• additional evidence, if any; and
• the relief sought.

The appeal shall be reviewed by the designated Appellate Authority or Management.

The decision of the Appellate Authority shall ordinarily be final within the Company's internal process.

41. Exceptional Circumstances

The Company may relax procedural requirements under this Policy in exceptional situations involving:

• medical emergencies;
• natural disasters;
• government directions;
• judicial orders;
• business continuity requirements;
• force majeure events; or
• any other extraordinary circumstance.

Any such relaxation shall not constitute a precedent for future cases.

42. Policy Review and Amendment

The Company reserves the right to amend, revise, replace or withdraw this Policy, in whole or in part, at any time to reflect:

• amendments in applicable law;
• judicial decisions;
• regulatory requirements;
• business restructuring;
• client obligations;
• technological developments; or
• operational requirements.

Any amendment shall become effective from the date notified by the Company.

43. Statutory Savings Clause

Nothing contained in this Policy shall be interpreted so as to deprive any Employee of rights or benefits that are mandatorily available under applicable law.

Where any provision of this Policy is inconsistent with a mandatory legal requirement, such legal requirement shall prevail only to the extent of such inconsistency, while the remaining provisions shall continue to remain valid and enforceable.

44. Governing Law & Jurisdiction

This Policy shall be governed by the laws of the Republic of India.

Subject to applicable law, the courts and competent authorities at Indore, Madhya Pradesh, shall have exclusive jurisdiction over disputes arising out of or relating to this Policy.

45. Limitation of Liability

Nothing contained in this Policy shall limit the Company's right to:

• recover lawful losses or damages;
• initiate civil proceedings;
• lodge criminal complaints;
• seek injunctive relief;
• protect confidential information;
• enforce contractual obligations; or
• pursue any other remedy available under applicable law.

The rights and remedies available to the Company under this Policy shall be cumulative and not exclusive.

46. Employee Acknowledgement

I acknowledge that I have carefully read and understood this Employment Termination, Disciplinary Action & Separation Policy.

I understand that:

• compliance with Company policies is a condition of my employment;
• serious misconduct may result in disciplinary action up to and including termination after due process;
• confidentiality obligations continue even after my employment ends;
• I must return all Company property before separation;
• Full & Final Settlement shall be processed in accordance with Company policy and applicable law; and
• this Policy forms an integral part of my Appointment Letter and Employee Handbook.

47. Employee Declaration

I voluntarily agree to comply with this Policy and undertake that I shall:

• maintain honesty and integrity;
• comply with lawful directions of the Company;
• cooperate in any investigation or inquiry;
• return all Company property upon demand or separation;
• maintain confidentiality during and after employment; and
• comply with all surviving obligations under my Appointment Letter, NDA and Company Policies.