WHISTLEBLOWER POLICY

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1. OBJECTIVE

1.1. Expedient Healthcare Marketing Private Limited (“Company”) is committed to

conducting business while conforming to the highest moral and ethical standards
and also ensure that its business and operations are in compliance with the
applicable laws and regulations.

1.2. In light of the same, the Company has enacted a number of policies to guide the
conduct of business by its personnel. In order to assist various personnel of the
Company to report any violations of applicable polices the Company is enacting
this Whistle-blower Policy (“Policy”).

1.3. The provisions of this Policy set out the procedure to be followed while making
any disclosures regarding any violations of applicable Company policies (except
the Prevention of Sexual Harassment Policy), along with the procedure to be
followed while investigating any suspected violations of applicable policies.

2. SCOPE

2.1. The Policy shall apply to the Company and all its employees, directors,
representatives, agents’ contractors, vendors, interns, associates, customers, third
parties and business partners (“Company Personnel”).

2.2. This Policy shall also be applicable to the Company’s subsidiaries and the
subsidiaries’ employees, directors, representatives, agents’ contractors, vendors,
interns, associates, customers, third parties and business partners and shall be
read accordingly.

2.3. The Policy shall be effective from 12th December, 2022

2.4. All the Company Personnel are expected to read, understand, and comply with the
Policy, both in letter and in spirit.

2.5. All queries and doubts regarding the Policy shall be directed to the Ethics
Committee.

3. DEFINITIONS

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3.1. “Applicable Policies” shall mean all the polices promulgated by the Company
including the Anti-Bribery and Anti-Corruption Policy, Data Privacy Policy,
Conflict of Interest Policy, Fraud Prevention Policy, Equal Opportunities Policy,
and any other policy which the Company may notify from time to time (except the
Prevention of Sexual Harassment Policy).

3.2. “Board” shall mean the board of directors of the Company. The Board shall
oversee the functioning of the Ethics Committee and the implementation of this
Policy.

3.3. “Delinquent Employee(s)” shall mean the employees and officers (including
directors) of the Company against whom the Protected Disclosure has been made
alleging the violation of any Applicable Policy or any other unethical, unlawful or
improper activity concerning the Company.

3.4. “Ethics Committee” means the committee set up by the Board, to work under the
oversight of the Board, in the implementation of this Policy.

3.5. “Investigators” mean those persons authorised, appointed, consulted or

approached by the Ethics Committee to investigate into the Protected Disclosure.
The Investigators may either be Company Personnel and/or external consultants
appointed for the said purpose.

3.6. “Protected Disclosure” means any communication raised online or offline made
in good faith that discloses or demonstrates information that may evidence the
violation of any Applicable Policy or any unethical, unlawful or improper activity
concerning the Company and is factual and not speculative in nature. Further, any
behavioural and personal work-related grievances (e.g. interpersonal conflicts
between Company Personnel, grievances related to engagement, promotion,
remuneration etc.) are excluded from the scope of Protected Disclosures.

3.7. “Whistle‐blower” means the person making the Protected Disclosure under this
Policy.

4. ETHICS COMMITTEE

4.1. The Ethics Committee has been set up by the Board for supervising the
implementation of this Policy and deciding or dealing with any Protected
Disclosure made under this Policy.

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4.2. The Ethics Committee, as on date, comprises of (i) Mr. Amit Mangal [Executive Vice
President-Corporate]; (ii) Ms. Garima Munjal [Manager-Secretarial]; and (iii) Mr.
Dhruv Negi [Senior Vice President]. The Ethics Committee shall work closely with
the Board to implement this Policy. The Board may add or remove any member of
the Ethics Committee.

4.3. If any Company Personnel has questions or seeks to make any Protected
Disclosure, he/she may contact the Ethics Committee in manner as prescribed in
Part 5 below. The Ethics Committee shall act as the centralised repository of all
disclosures made under this Policy.

4.4. The Ethics Committee may delegate its powers and frame processes for effective
implementation of this Policy to any employee of the Company. The Ethics
Committee is empowered to seek assistance from external parties (such as
external counsels, law firms, consulting firms, service providers, etc.) for the
purposes of, inter alia, interpretation, implementation and monitoring the
compliance of this Policy.

4.5. The Board shall maintain oversight over the functioning of the Ethics Committee.
The Ethics Committee shall periodically update the Board with regards to the
implementation of this Policy, including details regarding the receipt of Protected
Disclosures, ongoing Investigations, actions taken under the Policy and any other
relevant details regarding the same. In appropriate cases, the Ethics Committee
may seek the Board’s guidance/instructions on the manner and approach for
dealing with the Protected Disclosures and the related Investigation. While
dealing with the Protected Disclosures, all directors, members of the Ethics
Committee are required to comply with the Conflict of Interest Policy and in case
of any conflict of interest (as defined in the Conflict of Interest Policy), they are
required to recuse themselves from handling the Protected Disclosure(s).

5. REPORTING PROTECTED DISCLOSURES

5.1. All the Company Personnel are eligible to make a Protected Disclosure under this
Policy and any other Applicable Policies (except the Prevention of Sexual
Harassment Policy).

5.2. Any Company Personnel who wishes to make a Protected Disclosure may do so by
making a written representation detailing the alleged violation and attaching
evidence in support of the same and submitting the same to the Ethics Committee,
either by post (by sending it to the Company’s address, marked to the attention of

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 the Ethics Committee) or by sending an email at
[email protected].

5.3. If in the case of a Protected Disclosure, any member of the Ethics Committee or
Chairman of the Ethics Committee is likely to face a conflict of interest, then the
Protected Disclosure may be made directly to the Board, either by post (by sending
it to the Company’s address, marked to the attention of the Board) or by sending
an email at [email protected]. If the Protected Disclosure is against a
member of the Board, then the relevant director(s) is required to recuse himself
from handling the Protected Disclosure.

5.4. If any Protected Disclosure is to be handled directly by the Board, the Board may
be guided by this Policy; and to the extent practical, such Protected Disclosure may
be handled by the Board in the same manner as the other Protected Disclosure to
be handled by the Ethics Committee, in accordance with this Policy.

5.5. If a Protected Disclosure is received by any other Company Personnel other than
the Ethics Committee, they shall forward it to the Ethics Committee, or the Board,
for further appropriate action.

5.6. The Protected Disclosures should preferably be reported in writing so as to ensure

a clear understanding of the issues raised and should either be typed or written in
a legible handwriting in English, Hindi or in the regional language of the place of
employment of the Whistle-blower.

5.7. The Protected Disclosure should be forwarded under a covering letter. The
Whistle-blower must disclose his/her identity in the covering letter forwarding
such Protected Disclosure. Anonymous or pseudonymous Protected Disclosure
shall not be entertained. However, when an anonymous Whistle-blower provides
specific and credible information that supports the complaint, while choosing to
maintain anonymity, then there are often sufficient grounds for the Company to
consider an investigation into the complaint.

5.8. If any complaint related to sexual harassment is received by any Company

Personnel, the relevant Company Personnel is required to immediately direct the
same to the Internal Complaints Committee, set up under the Prevention of Sexual
Harassment Policy and not disclose the contents of the complaint to any other
person. Such a complaint shall be handled in accordance with the Prevention of
Sexual Harassment Policy.

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6. PRELIMINARY INQUIRY

6.1. After the receipt of the Protected Disclosure, the Ethics Committee (based on any
instructions/ directions of the Board shall initiate a preliminary inquiry into the
allegations made in the Protected Disclosure.

6.2. The Ethics Committee may obtain the assistance of other employees in conducting
the preliminary inquiry, provided such employees are not faced with any conflict
of interest. The employee assisting the Ethics Committee are duty bound to
maintain confidentiality. In appropriate cases, the Ethics Committee may also seek
the assistance of external parties (such as external counsels, law firms, consulting
firms, service providers, etc.) for the purposes of the preliminary inquiry.

6.3. If it is determined that the Protected Disclosure was frivolous, or made in bad faith,
then the Ethics Committee, with the approval of the Board, may take appropriate
action against the Whistle-blower.

6.4. After the preliminary inquiry, if the Ethics Committee is of the opinion that the
Protected Disclosure does not warrant a further investigation, they may dismiss
the same by recording their reasons in writing. Provided that, no Protected
Disclosure shall be dismissed by the Ethics Committee, merely on account of it
being from an anonymous source, provided there are sufficient grounds for the
Company to consider an investigation.

6.5. After the preliminary inquiry, if the Ethics Committee is of the opinion that the
Protected Disclosure warrants a further investigation, they may appoint
appropriate Investigators to undertake a fact-finding exercise into the allegations
of the Protected Disclosure (“Investigation”).

7. INVESTIGATION

7.1. The Ethics Committee may, in appropriate cases, notify the Delinquent
Employee(s) that a formal Investigation has been initiated against them and also
informing them about the allegations made against them. However, where in the
interest of conduct an effective Investigation and/or to ensure that the evidence is
not tampered in any manner, it becomes important that the Delinquent Employee
may not be informed of the Investigation/allegations, the Ethics Committee may
act accordingly. However, in case where any disciplinary action is proposed to be
taken against the Delinquent Employee, as a result of the Investigation, the

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 Delinquent Employee may be made aware of the Investigation and the allegations
against them.

7.2. The Delinquent Employee is duty bound to maintain utmost confidentiality about
the Investigation and to cooperate with the Investigators during the course of the
Investigation, as may be required.

7.3. The Delinquent Employee may also be suspended or be placed on compulsory

leave during the course of the Investigation, by the Ethics Committee or by the
Board (as applicable, depending on the grade/seniority of the Delinquent
Employee).

7.4. The Investigators may call for any records/information or the Company Personnel
who has made the Protected Disclosure for aiding & facilitating the Investigation.

7.5. The Investigation shall be completed normally within 45 days of the receipt of the
Protected Disclosure and the Investigators shall submit a written report detailing
their findings from the Investigation (“Report”), to the Ethics Committee, as the
case may be. The Report will include the following:
a) Any evidence, record or similar documents extracted during the Investigation.
b) Recommendation for disciplinary action to be taken against the Delinquent
Employee or other Company Personnel if it is found that they have violated the
Applicable Policies.
c) Any other recommendation or information, if any to be provided.

8. ACTION BY ETHICS COMMITTEE

8.1. Upon the receipt of the Report, the Ethics Committee may accept the
recommendations of the disciplinary action and/or suggest/instruct for such
other measures to be adopted/implemented. In case the Ethics Committee does
not have the power to decide on the recommendations for any reasons (including
on account of the grade/seniority of the Delinquent Employee), it may refer the
recommendations to the Board.

8.2. If any disciplinary action is proposed, the Delinquent Employee shall be given an
opportunity to defend against the allegation(s) of the Protected Disclosure and the
findings of the Investigation.

8.3. The final decision, in case of any disciplinary action, to be taken by the Ethics
Committee will be communicated to the Delinquent Employee(s).

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8.4. If the Delinquent Employee is not satisfied with the response of the Ethics
Committee, the Delinquent Employee is free to take up the matter with the Board
through written communication for reconsideration.

8.5. Where the Investigation reveals any wrongdoing on part of any person who is not
an employee of the Company (such as vendors, service providers or agents) of the
Company, the Ethics Committee may, at is discretion and after evaluating its
contractual obligations, may recommend appropriate action(s) to the Board.

9. PROTECTION OF WHISTLE‐BLOWERS

9.1. The Company shall take all appropriate steps to ensure that the identity of the
Whistle-blower, along with the fact that a Protected Disclosure was made, is kept
confidential, to the extent possible while allowing the Investigation to proceed.

9.2. Any form of intimidation, interference, discrimination, retaliation against any

person for making a Protected Disclosure for a violation of Applicable Policies or
against any person(s) cooperating with investigation of a Protected Disclosure is
strictly prohibited and the person doing so may be subject to disciplinary action,
including up to dismissal from the Company.

9.3. Making a false or frivolous Protected Disclosure is strictly prohibited and the
person making such false Protected Disclosures may be subject to disciplinary
action, including up to dismissal from the Company.

10. DOCUMENT RETENTION

All documents related to Protected Disclosures, Report and any other documents
pursuant to any processes under this Policy shall be retained for the period of 8
years or such other period as may be specified by any other law in force, whichever
is more.

11. AMENDMENT

The Company reserves its right to amend or modify this Policy in whole or in part,
at any time without assigning any reason whatsoever. However, no such
amendment or modification will be binding on the Company Personnel’s unless
the same is notified to the Company Personnel’s in writing.

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