Confidential Policy on Whistle Blower

Whistle Blower Policy

Objective:

Xoriant Solutions Private Limited (Company) is committed to conduct its activities in a fair and
transparent manner, and acknowledges the role of its employees in revealing instances of
wrongdoing. The Company undertakes to investigate any Protected Disclosure on any allegation
of corruption or willful misuse of power or willful misuse of discretion against any employee, and
has put in place necessary safeguards to protect a Complainant making such a Protected
Disclosure. This Whistle Blower Policy has been formulated to provide a mechanism to receive,
investigate and adjudicate such complaints.

Scope and Applicability:

This policy is applicable to all Xoriant India employees.

Definitions:

a. Disciplinary Action means any action that can be taken on the completion of /during the
investigation proceedings including but not limited to a warning, imposition of fine,
suspension from official duties or any such action as is deemed to be fit considering the
gravity of the matter.

b. Investigator(s) means the management of the Company or any other person(s) appointed
by the management of the Company to investigate any matter under this Policy.

c. Protected Disclosure means any confidential communication made in good faith that
discloses or demonstrates information that may evidence any wrongdoing. Protected
Disclosures should be factual and not speculative in nature. It is the duty of any person making
a Protected Disclosure in accordance with this policy to provide reliable information.

d. Subject means a person against or in relation to whom a Protected Disclosure is made or

evidence gathered during the course of an investigation.

e. Whistle-blower is someone who makes Protected Disclosure under this Policy.

Guidelines:

This Policy covers malpractices and events which have taken place/ suspected to take place
involving:

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Confidential Policy on Whistle Blower

1. abuse of authority,
2. breach of contract,
3. negligence causing substantial and specific danger to public health and safety,
4. manipulation of company data/records,
5. financial irregularities, including fraud, or suspected fraud,
6. criminal offence,
7. pilferation of confidential/propriety information,
8. deliberate violation of law/regulation,
9. wastage/misappropriation of company funds/assets, and
10. breach of employee Code of Conduct or Rules.

Investigation Process:

A Protected Disclosure, containing complete details/particulars and accompanied by supporting

documents or other materials, if any, shall be submitted to the Investigator in writing. A whistle
blower needs to login to https://whistleblower.xoriant.com to report a complain. The whistle
blower can choose to keep his/her identity as anonymous or unanonymous. A Protected
disclosure against the (Subject) shall be submitted to the (Investigator (s)).

a. The Investigator, upon receipt of the complaint and concealing the identity of the Whistle-
blower in the first instance shall acknowledge receipt of a Protected Disclosure.

b. Within 7 (seven) working days from the date of its submission, the Investigator will make a
discreet inquiry to ascertain whether there is any basis for proceeding further to investigate
the disclosure. The Investigator may call for further information if required.

c. The Investigator shall complete the inquiry into the allegations within 45 (forty-five) days
from the date of issue of acknowledgement. Subject(s) to the investigation shall be informed
of the allegations against them, and shall have an opportunity to make appropriate
representations before the Investigator during the pendency of the inquiry.

d. The Investigator shall, after conducting a comprehensive inquiry, make appropriate orders
and shall record the reasons for arriving at the said order within 7 (seven) days from the
completion of the inquiry. In case the Investigator is of the opinion that the inquiry reveals
either willful misuse of power or willful misuse of discretion or substantiates allegations of
corruption, it shall recommend to the management of the Company to take any one or more
of the following measures, namely:

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Confidential Policy on Whistle Blower

1. taking appropriate administrative steps for redressing the loss caused to the Company
as a result of the corrupt practice or misuse of office or misuse of discretion, as the
case may be;
2. recommend to the management of the Company to initiate criminal proceedings
under the relevant laws, if so warranted by the facts and circumstances of the case;
3. recommend to the management of the Company to take corrective measures; and
4. take any other measures as may be deemed fit and necessary by the Investigator.

Safeguards against victimization of Complainants:

The Company undertakes to ensure that no Whistle-blower under this policy is victimized in any
manner merely on the ground that such Complainant had made a disclosure or rendered
assistance in inquiry under this policy.

Punishment for false or frivolous disclosure:

Strict Disciplinary Action, including but not limited to termination of employment with the
Company shall be taken against any person who makes any disclosure with mala fide intention
and knowingly that it was incorrect or false or misleading. However, no such Disciplinary Action
shall be taken against any person who has made a disclosure in accordance with this policy in
good faith, which was found to incorrect.

Review: This policy will be reviewed from time to time and the company reserves the right to
modify or withdraw the policy at its discretion.

Version Control

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Version 1.1 April 2017 Ranjana Singh