Whistle Blower Policy

Previous Revision Date	Previous Version

A. Preamble:

The Company believes in conducting its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is also committed to developing a culture where it is safe for all employees to raise concerns about any unacceptable practice and any event of misconduct. The purpose of this Policy is to provide a framework to promote responsible and secure whistle blowing. The Policy neither releases the employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.

B. Policy Objective:

This Whistle Blower Policy aims to provide a method of properly addressing genuine concerns that individuals within the Company might have and also offers appropriate protection to the whistle blowers from victimization, harassment or disciplinary proceedings.

C. Definitions:

a."Audit Committee” means a Committee constituted by the Board of Directors of the Company.

b."Board” means the Board of Directors of the Company.

c."Directors means the Director of the Company.

d."Employee” means :

1. All the present employees and including directors who are in the employment of the Company.
2. Key Managerial Personnel and Senior Management Personnel as defined under relevant provisions of the Companies Act, 2013.

e."Whistle Blower” means an employee or group of employees of the Company who make a report/complain for (potential) violation under this Policy and also referred to in this Policy as the Complainant.

D. Applicability:

The Whistle Blower Policy covers all employees of Acuité (including outsourced, temporary and contractual personnel).

E. Reporting:

Any employee, who has concerns relating to an actual or potential violation may report his/her concerns under this Policy. The concern should be reported in writing to Head of Compliance Department only via email to a dedicated confidential Inbox (report.issues@acuite.in) operated by Acuité Compliance. In case the complaint is for (potential) violation against any Director(s), Key Managerial Personnel or Senior Management Personnel of the Company, the whistle blower may write to the Chairman of the Audit Committee at the Company’s Registered Office address.

The Company does not encourage anonymous complaints and hence the complainant will be required to disclose his/her name and contact details (email and/or phone number where the complainant can be reached).

Examples (indicative and not exhaustive list of areas where violations or potential violations may be reported):

1. Fraud or questionable accounting / financial reporting
2. Unethical sales practices
3. Bribes / kickbacks
4. Conflict of interest
5. Unethical recruitment practices
6. Violation of any laws or regulations, policies including but not limited to corruption, bribery, theft, fraud, coercion and wilful omission
7. Failure to keep accurate and complete financial records
8. Procurement frauds
9. Mismanagement, gross wastage or misappropriation of company funds/assets
10. Misappropriating cash/company assets, leaking confidential or proprietary information
11. Significant unofficial use of company’s property/human assets

F. Protection of Identity of Complainant:

The identity of the complainant will be protected and will be known only to the functionaries named above. Complainant shall be protected from any kind of discrimination, harassment, victimization or any other unfair employment practices. Acuité will not tolerate retaliation against any concern that is reported in good faith. During the process to resolve the complaint under this Policy, if it is found necessary to share the identity of the complainant to any official, the Head of Compliance Department will explain to such officials about the importance and consequence of unauthorised disclosure of such identity. All the officials who will have the identity details will be bound to adhere to strict confidentiality of the complaint and the identity of the complainant. Failure to do so will attract severe punishment, legal and/or disciplinary action.

G. Investigation & Action:

a. All complaints/concerns under this Policy will be recorded and thoroughly investigated. An Investigation Committee comprising members from the Management Committee will conduct the investigation. The Investigation Committee will exclude officials (if any) who are the subject matter of the investigation. The Chairman of the Audit Committee / Head of Compliance Department may at their discretion consider seeking the help of an independent and competent external agency or any other officer(s) of the Company for the purpose of the investigation.

b. Principles of natural justice will be followed to ensure that

1. the complainant is provided an opportunity to present the case with relevant evidence, if any;
2. the official(s) against whom the complaint is made is provided with an opportunity to make his/ her submissions.

c. The investigation shall be completed normally within 60 days of the receipt of the complaint and is extendable by such period as the Audit Committee deems fit and as applicable. If such investigations are not concluded within time period as specified above, a weekly update report may be submitted to the Audit Committee.

d. The findings of the Investigation Committee or the independent external agency together with the recommendations for necessary action will be presented to Audit Committee of the Board. The Audit Committee will direct the Management on the necessary action to be taken which will be implemented by the Management. Outcome of the investigation and any disciplinary or corrective action initiated against the subject would be informed to the Board.

H. Preservation of Records & Documents:

All communications, documentation, evidence along with the results of investigation relating to the complaint, shall be retained by the Compliance Department for a minimum period of 3 years.

I. Policy Amendment:

The Company reserves the right to review and amend / modify this Policy in whole or part from time to time.