Whistle Blower Policy© 2002—2024 Cactus Communications. All Rights Reserved

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DOCUMENT HISTORY & REVISION
VersionNo.

Effective
Date

Revision Details

Version 1

5th May 2023

NA

Version 2

29th April
2024

Revised policy wording for improved
accuracy and clarity© 2002—2024 Cactus Communications. All Rights Reserved

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Table of Contents
1. Introduction ......................................................................................... 4
2. Policy Objectives ................................................................................ 4
3. Scope of the Policy ............................................................................. 4
4. Exclusion in the Scope of this Policy ................................................... 5
5. Key Definitions .................................................................................... 6
6. Eligibility.............................................................................................. 6
7. Interpretation....................................................................................... 7
8. Topics that can be reported under this procedure ............................... 7
9. Detailed Procedure ............................................................................. 8
10. Investigation And Decision .............................................................. 10
11. Maintaining Secrecy and Confidentiality.......................................... 12
12. Protection........................................................................................ 12
13. Retention of Documents.................................................................. 13
14. Zero Retaliation .............................................................................. 13
15. Communication and Training .......................................................... 14
17. Monitoring and Review ................................................................... 15
ANNEXURE I – Template for reporting “Protected Disclosures” ........... 16© 2002—2024 Cactus Communications. All Rights Reserved31. Introduction
Cactus Communications Private Limited including all its global affiliates
and group companies (“CACTUS / Cactus Group / Company / we / our /us”) expects that all its businesses will be conducted as responsible
corporate citizens as per the applicable legal framework and encourages
its employees and directors to provide feedback and speak up with any
suggestions or concerns about the conduct of business.
As an organization of global repute, CACTUS has always been committed
to ensuring the highest corporate governance standards being
implemented across the entire CACTUS Group. Hence, this Policy shallbe extended to cover all its subsidiaries and / or group entities / affiliatesfrom time to time.
Basis the above, CACTUS has implemented this Whistle Blower Policy toprovide a mechanism for its directors, officers, managers, affiliates,
employees (whether full-time, temporary, or part-time), contractors,
freelancers, trainees, interns or any other person working for or on behalfof CACTUS (collectively referred to as “Associates” or “you” or “your” inthis Policy) to report genuine concerns about the wrong doings in the
Company, if any which is also in line with underlying principles of the Codeof Ethics and Conduct of the Company.

2. Policy Objectives
The Company is committed to adhering to the highest standards of ethical,
moral and legal conduct in its business operations. To maintain thesestandards, the Company encourages its Associates who have concerns
about suspected misconduct to come forward and express theseconcerns without fear of any nature whatsoever, or fear of any unfair
treatment. A whistle blower mechanism provides a channel for the
Associates to report to the management concerns about unethicalbehavior, actual or suspected fraud or violation of the Codes of Conduct
and Ethics or any policies of the Company.

3. Scope of the Policy
All Associates of the Company can raise concerns regarding malpractices© 2002—2024 Cactus Communications. All Rights Reserved

4and events which may negatively impact the Company including but notlimited to:• Inaccuracy in maintaining the Company’s books of account andfinancial records.
• Intentional financial irregularities, including misappropriation andfraud, i.e., any unauthorized, improper, or unlawful use of funds forpurposes other than that for which intended or following any
misleading, deceptive, or illegal practices.
• Misuse of Company assets & resources.
• Inappropriate sharing of Company sensitive information.
• Anti-trust violations.
• Unfair trade practices & anti-competitive behavior.
• Non-adherence to the guidance on any national, regional, tribal,
state, or municipal legal requirements that apply to the Company or
to our job.
• Any other matters or activities on account of which the interest of
the Company is adversely affected or prejudiced in any mannerwhatsoever.

4. Exclusion in the Scope of this Policy
The following shall not be considered under scope of this Policy:• Complaints pertaining to salary and performance evaluation or any
other HR related issue.
• Complaints pertaining to violation of the Code of Conduct andEthics.
• Customer complaints can be dealt with under the alternate redressal
mechanism established for that purpose.
● Complaints made without the following mandatory information.

o Name, designation, and location of the Subject(s)o Detailed description of the incident© 2002—2024 Cactus Communications. All Rights Reserved5

o Location and time/duration of the incidento Specific evidence or source of evidence● Frivolous complaints

5. Key Definitions
a. “Board” means the Board of Directors of Cactus Communications
Private Limited.
b. “Designated Director” means the director nominated by the Board,
from time to time, for the purpose of overseeing the whistle blower
mechanism.
c. “Policy” means the “Whistle Blower Policy.”
d. “Protected Disclosure” means a concern raised by any of the
Associates of the Company, through a written communication andmade in good faith which discloses or demonstrates information about
an unethical or improper activity as per clause 3 of this policy. It should
be factual and not speculative or in the nature of an interpretation /conclusion and should contain as much specific information as possible
to allow for proper assessment of the nature and extent of the concern.
e. “Whistle Blower” isan Associate who makes a
Disclosure under this Policy.

Protected

f. “Subject” means a person or group of persons against whom or in
relation to whom a Protected Disclosure is made or evidence has beengathered during the course of an investigation.
g. “Vigilance Officer” means an officer of the Company authorized toreceive Protected Disclosures from Whistle Blowers, maintaining
records thereof, placing the same before the Designated Director for its
disposal and informing the Whistle Blower the result thereof.

6. Eligibility
All Associates of the Company are eligible to make Protected Disclosures
under the Policy in relation to matters relating to alleged wrongful conduct.

© 2002—2024 Cactus Communications. All Rights Reserved

67. Interpretation
Terms that have not been defined in this Policy shall have the same
meaning assigned to them in general parlance.

8. Topics that can be reported under thisprocedureThis is a non-exhaustive list of potential situations/ behavior/ actions that
may be reported and investigated under this procedurei. Inaccuracy in maintaining the Company’s books of account andfinancial records.
ii. Intentional financial irregularities, including misappropriation andfraud, i.e., any unauthorized, improper, or unlawful use of funds forpurposes other than that for which intended or following any
misleading, deceptive, or illegal practices.
iii. Misuse of Company assets & resources.
iv. Inappropriate sharing of Company sensitive information.
v. Anti-trust violations.
vi. Unfair trade practices & anti-competitive behavior.
vii. Any financial matters or activities on account of which the interestof the Company is adversely affected or prejudiced in any mannerwhatsoever.
viii. Forgery or alteration of documents;
ix. Any unlawful financial act whether Criminal/ Civil;
x. Concealing the origins of illegally obtained money, typically throughcomplex financial transactions;xi. Deliberate avoidance of paying taxes owed through fraudulentmeans or misreporting
xii. Pursuit of a financial benefit or advantage in violation of theCompany's interest;xiii. Theft of Cash / Goods;
xiv. Any other fraudulent or illegal financial activities not explicitly listed.
To ensure that this Procedure is adhered to, and to assure that theProtected Disclosure will be acted upon seriously, the Company will:a) Ensure that the Whistle blower and/or the person processing theProtected Disclosure is not victimized for doing so;© 2002—2024 Cactus Communications. All Rights Reserved

7b) Treat victimization as a serious matter, including initiating disciplinary
action on person/(s) indulging in victimization;c) Ensure complete confidentiality;d) Not attempt to conceal evidence of the Protected Disclosure;e) Take disciplinary action, if anyone destroys or conceals evidence of theProtected Disclosure made/to be madef) Provide an opportunity of being heard to the persons involved
especially to the Subjectg) The complainant is not expected to prove the truth of allegation but
should be able to demonstrate that there are sufficient grounds forconcern. All concerns must be raised immediately. This will support theinvestigation process and enable faster implementation of corrective
actions, if any.

9. Detailed Procedurea. Protected Disclosures shall be reported to the Vigilance Officer(except in case where the complaint is against the Vigilance Officer,
wherein Protected Disclosure needs to be reported directly to the
Designated Director) as soon as the Whistle Blower becomes awareof the same either through a letter or via email in the below mentioned
manner:Through Letter
1. The Protected Disclosure
either typed or written in
legible handwriting should besubmitted in a closed andsecured envelope andshould be superscribed as“Protected Disclosure under
the Whistle Blower Policy”.
2. In order to protect theidentity of the Whistle
Blower, they are advised toThrough EmailProtected Disclosure shall besent with the subject line
“Protected Disclosure under
the Whistle Blower Policy” tothe:Vigilance Officer at –dinesh.modi@cactus.global.com.
Designated Director when thecomplaint is against theVigilance Officer abhishekg@cactusglobal.com.

© 2002—2024 Cactus Communications. All Rights Reserved

8not write their name/addresson the envelope.
3. On receipt of the Protected
Disclosure, the Vigilance
Officer shall detach thecovering letter bearing theidentity of the Whistle Blower
and process only theProtected Disclosure.

b. On receipt of the Protected Disclosure, the Vigilance Officer/DesignatedDirector, as the case may be, shall investigate and take on record(usually within seven (07) days from the receipt of the Protected
Disclosure) the Protected Disclosure and also ascertain from the Whistle
Blower whether they were the person(s) who made the Protected
Disclosure or not. The record and investigation report shall include thefollowing facts: (i) Details of actions taken by Vigilance Officer/
Designated Officer for processing the current Protected Disclosure; (ii)
Findings and recommendations of the Vigilance Officer/ DesignatedOfficer; (iii) Basis their investigation they shall take needful action; (iv)
Dates of actions taken by responsible person/ committee to be recorded;(v) continual communication of action to complainant.
c. Appropriate care will be ensured to keep the identity ofWhistleblower confidential. It will be determined whether theinvestigation should be done by Vigilance Officer/
Designated Director/ Committee constructed by Vigilance
Officerd. Based on the investigation, scrutiny of documents,
evidence, etc., findings and comments will be recorded in
the form of a note and forward the same to the senior
management of Cactus and complainante. The investigation shall be completed normally within 90
days of receipt of the Protected Disclosure. An extension ofthis period will be granted by the responsible person/
committee depending on the case.

© 2002—2024 Cactus Communications. All Rights Reserved

9f. A summary of the cases reported under this Procedure andthe status of the investigation/action taken report will beplaced by responsible person/ committee before the senior
management on a quarterly basis
The template for reporting “Protected Disclosure” has been
enclosed with this Policy as Annexure I.
Note:
1. Anonymous disclosure shall not be entertained by the
Vigilance Officer.
2. It shall be the duty and responsibility of the Vigilance Officer
to protect the identity of the Whistle Blower.
3. All Protected Disclosures should be addressed to the
Vigilance Officer of the Company. The contact details of
Vigilance Officer are as under:
Name: MR. DINESH MODI
Address: A-703, Satellite Gazebo, Guru Hargovindji Marg,
Andheri (East), Mumbai – 400 093, Maharashtra, India
Email ID: dinesh.modi@cactusglobal.com
4. Protected Disclosures against Vigilance Officer should be
addressed to the Designated Director of the Company. The
contact details of the Designated Director are as under:
Name: MR. ABHISHEK GOEL
Address: A-703, Satellite Gazebo, Guru Hargovindji Marg,
Andheri (East), Mumbai – 400 093, Maharashtra, India
Email ID: abhishekg@cactusglobal.com

10. Investigation And Decision
a. The Designated Director shall have the right to outline detailed
procedure for an investigation.
b. The investigation of all Protected Disclosures would be carried out
thoroughly to determine the authenticity of the allegations. The
decision to investigate is by itself not an accusation and is to be treatedas a neutral fact-finding process.

© 2002—2024 Cactus Communications. All Rights Reserved

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c. The Vigilance Officer may investigate and may at their discretionconsider involving any other officer of the Company and/ or at theadvice of the Designated Director, consider involving an outside
agency for the purpose of investigation, before presenting the reportof the matter to the Designated Director.
d. The Designated Director, if deems fit, may call for further information/
document from the Whistle Blower at their discretion, consider
involving any other additional officers of the Company or outside
agency for the purpose of investigation.
e. The identity of a Subject will be kept confidential to the extent possible
given the legitimate needs of the investigation. The Subject will be
informed of the allegations at the outset of a formal investigation andshall be given an opportunity to explain their side.
f.

Subjects shall have a duty to co-operate with the Vigilance Officer
during investigation to the extent that such co-operation sought does
not merely require them to admit guilt. Subjects shall have a right to be
informed of the outcome of the investigation.

g. Unless there are compelling reasons not to do so, the Subject will begiven the opportunity to respond to material findings contained in an
investigation report. No allegation of wrongdoing against the Subject
shall be considered as maintainable unless there is good evidence insupport of the allegation.
h. Any officer having any conflict of interest with the matter shall disclose
their concern forthwith and shall not deal with the matter.
i. In case the concern does not fall within the ambit of the Whistle Blower
Policy, the Whistle Blower shall be informed that the concern is being
forwarded to the appropriate department/authority for further action, as
deemed necessary.
j. The investigation shall be completed normally within ninety (90) daysof the receipt of the Protected Disclosure and is extendable by such
period as the Designated Director deems fit. The decision of the
Designated Director shall be final and binding.
k.

If an investigation leads to the conclusion that an improper or unethicalact has been committed, the Designated Director shall recommend to© 2002—2024 Cactus Communications. All Rights Reserved

11the Board to take such disciplinary or corrective action as it may deemfit.

11. Maintaining Secrecy and Confidentiality
The Whistle Blower, Vigilance Officer, Designated Director, Subject, andany other individuals involved in the review or investigation, or the process
shall:
a. Maintain complete confidentiality and secrecy of the matter.
b. Ensure confidentiality of documents reviewed during the investigation.
c. Ensure secrecy of the Whistle Blower, Subject, Protected Disclosure,investigation team and witnesses assisting in the investigation.
d. Ensure that the identity of the Whistle Blower shall be kept confidential
to the extent possible and permitted under law and shall be disclosed
only to persons/agencies who have a need to know such information
under this Policy for completing the investigation and will not be
disclosed otherwise unless the Whistle Blower themself have madeeither their details public or disclosed their identity to any other officeor authority.
The persons/agencies with whom the identity of Whistle Blower has
been shared shall maintain strict confidentiality and the DesignatedDirector is authorized to initiate appropriate action in case of breach ofsuch confidentiality as per extant regulations against the person or
agency making such disclosure.

12. Protection
a. No unfair treatment will be meted out to a Whistle Blower by virtue of
their having reported a Protected Disclosure under this Policy. The
Company condemns, any kind of discrimination, harassment,
victimization, or any other unfair employment practice being adopted
against the Whistle Blower.
b. Complete protection will, therefore, be given to Whistle Blowers
against any unfair practice like retaliation, threat, or intimidation oftermination / suspension of service, disciplinary action, transfer,demotion, refusal of promotion or the like including any direct or© 2002—2024 Cactus Communications. All Rights Reserved

12indirect use of authority to obstruct the Whistle Blower’s right tocontinue to perform their duties / functions including making further
Protected Disclosure.
c. The Company will take steps to minimize difficulties which the Whistle
Blower may experience as a result of making the Protected Disclosure.
Thus, if the Whistle Blower is required to give evidence in criminal ordisciplinary proceedings, the Company will arrange for the Whistle
Blower to receive advice about the procedure etc.
d. Any other Associate assisting in the said investigation shall also beprotected to the same extent as the Whistle Blower, provided howeverthat the Whistle Blower before making a Protected Disclosure hasreasonable belief that an issue exists, and they have acted in goodfaith. Any complaint not made in good faith as assessed by the
Vigilance Officer / Designated Director shall be viewed seriously, and
the Whistle Blower shall be subject to disciplinary action as per theRules / certified standing orders of the Company.
e. A Whistle Blower may report any violations of the above clause to the
Designated Director who shall investigate into the same andrecommend suitable action to the management.

13. Retention of Documents
All Protected Disclosures in writing or documented along with the resultsof investigation relating thereto, shall be retained by the Company for aperiod of 8 (Eight) years or such other period as specified by any otherlaw in force, whichever is more.

14. Zero Retaliation
1. Company is committed towards no retaliation provisions towards
employees who file reports or complain about harmful, discriminatory,or unethical behaviors or any misconduct. The Company aims toprevent victimization and other retaliatory behavior towards theemployee, so the employees aren’t afraid to speak up about any
issues. To ensure that this Policy is adhered to and to assure that theconcerns or grievances will be acted upon seriously, the Company will
ensure that:© 2002—2024 Cactus Communications. All Rights Reserved

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a. the Whistle Blower is not victimized and adequate safeguards
against victimization of the Whistle Blower are provided;b. complete confidentiality of the Whistle Blower is maintained;c. evidence related to genuine concern or grievance so raised, is notconcealed and appropriate action including disciplinary action istaken in case of attempts to conceal or destroy evidence;d. the principles of natural justice are being observed;
e. suitable action including reprimand is taken against any Associate
who files frivolous/malafide complaints.
2. Good faith shall be deemed lacking when the Associate does not havepersonal knowledge of a factual basis for the communication or where
the Associate knew or reasonably should have known that thecommunication about the unethical and improper activities or alleged
wrongful conduct is malicious, false, or frivolous.

15. Communication and Training
It is our commitment to ensure that this Policy is available and understood
throughout our organization through proper communication and that there
are adequate procedures to report breaches of the policy.
To meet this objective,a) Dissemination of this Policy for new Associates shall be carried out at
the time of induction.
b) This Policy will be shared with all existing Associates via Company
Intranet and with Business Partners at the outset of CACTUS’ business
relationship with them or as appropriate thereafter.
Appropriate and periodical training on this Policy will be provided to
Associates and other relevant members to educate them about the
principles and requirements of this Policy.

© 2002—2024 Cactus Communications. All Rights Reserved

1416. Monitoring and Review
CACTUS will establish and put in place appropriate measures wherever
required, to ensure compliance with the relevant policies, procedures, andcontrols.
CACTUS will monitor the effectiveness and review the implementation ofthis policy, regularly considering its suitability, adequacy, andeffectiveness. Any improvements identified will be made as soon as
possible. CACTUS reserves the right to amend, suspend or terminate thisPolicy at any time, at its sole discretion, with or without notice.

© 2002—2024 Cactus Communications. All Rights Reserved

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ANNEXURE I – Template for reporting“Protected Disclosures”
To:
Vigilance Officer / Designated Director:
Please mention the incident that describes the issue(s) you arereporting. Please note that multiple issues may be mentioned.
Sr. No. Particulars

Please provide name, designation and department of theperson(s) involved?
Name

Department

Designation

Individual 1
Individual 2
Individual 3
Individual 4© 2002—2024 Cactus Communications. All Rights Reserved

16When did the incident occur? (Please provide tentative date if you
do not know the exact date)

Please confirm the location of the incident

How did you find out about this incident?

How long has this been occurring for?
Less than a month

1-6 months6-12 months

Greater than 12 months

Please provide a detailed description of the incident. To enable
your company to act on your Protected Disclosure, you arerequested to provide specific information. Where possible,
please include names, location, date, time etc. Please note that
this field is limited to 5,000 words.

Do you have any evidence in support of your allegations?


Yes



No

© 2002—2024 Cactus Communications. All Rights Reserved17

Is anyone else aware of this incident?


Yes _____________________________________________No

Is there any additional information that would facilitate theinvestigation of this matter?


Yes ______________________________________________

No

Have you reported this incident to anyone in the company?
Yes ______________________________________________

No

Please attach all the relevant evidence along with the application.
Date:
Location:
Name of the Person reporting:Contact Information (incl email):© 2002—2024 Cactus Communications. All Rights Reserved© 2002—2024 Cactus Communications. All Rights Reserved

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