Azure Power Global : Whistle-Blower Policy

WHISTLE-BLOWER POLICY

Table of contents

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WHISTLE-BLOWER POLICY

1. Introduction
   Whistle-blowing is an integral part of the Company's commitment to ethics, integrity and compliance in-line with the Company's "Code of Business Conduct" and "Anti Bribery and Corruption" Policies. This Whistle-Blower Policy is designed to provide a conducive environment for employees, directors, contractors, vendors, business partners or stakeholders to report any concerns related to unethical behaviour or misconduct without fear of retaliation. This whistle-blower policy not only provides a mechanism for reporting any unethical incidents or misconduct anonymously but also provides an unwavering protection from retaliation for whistle-blowers.
2. Scope of the policy
   A whistle-blower ("WB") may report any actual or suspected violations of the law, company policy, or other misconduct that involves the business, its partners, or could impact the company's reputation directly or anonymously, through any of the channels listed in Annexure 1.
   Illustrative cases that should be reported include, but are not limited to the following:
3. • Misappropriation of Company's assets or resources;
   • Inaccurate financial books and records;
   • Any perceived conflict of interest;
   • Mishandling of confidential, trade, or pricing information;
   • Illegal or unethical conduct by any director, manager, employee or vendor;
   • Ineffective internal controls, the circumvention of internal controls, or any other questionable financial practices;
   • Bribery or corruption;
   • Acceptance of improper gifts and entertainment;
   • Fraudulent or other unethical business practices;
   • Insider trading;
   • Violation of SEC rules and regulations;
   • Breach of Company's policies and procedures;
   • Harassment of any nature including sexual harassment;
   • Misuse or abuse of authority; or
   • Violations of environment, health or safety guidelines.

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WHISTLE-BLOWER POLICY

3. Procedure for reporting WB complaints

Whether reporting their concerns directly through one of the channels identified in Annexure 1 that report will be treated as a confidential "Protected Disclosure." Whistle-blowers are asked to provide as much factual detail as possible to allow for a fair and proper assessment of the allegations and fulsome investigation of the concerns raised in the Protected Disclosure. The reporting channels set out in Annexure 1 are managed by an independent third-party service provider and whistle-blowers may choose to make a Protected Disclosure anonymously or by sharing their identity.

To facilitate the investigation, whistle-blowers are asked to include:

• A detailed description of the issue;

• Location of incident;

• Timing of incident;

• Personnel involved;

• Names of witnesses; and

• Any documentary evidence or its location.

No member of senior management including the Company's Chief Executive Officer, can instruct the Committee as a whole, nor any individual member, in the execution of the Committee's duties. Any attempt to do so shall be reported to the Audit Committee Chair, promptly. Such conduct will be considered a violation of this policy and a basis for disciplinary action. This provision only applies to efforts to influence the Ethics Committee, it does have any impact the regular duties of the Committee members.

5. Processing WB complaints

The Head of Internal Audit shall promptly convene the Ethics Committee (virtually or in person) when a WB concern is reported (in no event later than 24 hours on a business days after the Head of Internal Audit is notified of the report). The Head of Internal Audit shall provide the Committee with a complete copy of the report or concern raised with the independent third-party service provider or otherwise submitted, including any documentary evidence provided along with the Protected Disclosure.

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WHISTLE-BLOWER POLICY

In consultation with the Members of the Ethics Committee, the General Counsel will then lead the Ethics Committee in a preliminary review of the Protected Disclosure.

Based on its evaluation of nature of complaint, the seriousness of the alleged misconduct, any submitted evidence, and the person or persons alleged to have acted improperly, the Ethics Committee shall determine whether to close the matter without an investigation, to initiate an investigation lead by an internal team, or to appoint external counsel or other advisor to conduct an investigation. Upon making this determination, the Ethics Committee will report its initial determination in writing to the Chair of the Audit Committee and take the necessary steps to initiate its decision.

If the Protected Disclosure names any Ethics Committee member(s), that person will refrain from attending the meeting, will not be notified of the precise nature of the allegations, nor will they participate in any Committee decisions on the matters related to them.

Complaints involving CXO's will be immediately reported to the Audit Committee

Chair and the Audit Committee shall advise the appropriate course of action to Ethics Committee, including appointment of any external investigator as it may deem fit, instruct the internal team to investigate and report, and oversee or supervise the investigation process and findings to arrive at the appropriate conclusion.

6. Investigation

The decision to conduct an investigation, and the scope of such an investigation, shall be taken by the Ethics Committee. Any person assigned to conduct an investigation on behalf of the Ethics Committee should have no conflict of interest, should be independent of the accused and shall conduct their inquiry in an unbiased manner. Investigators (internal or external) shall derive their authority and access rights from Ethics Committee during the investigation. Other resource requirements including technical (if any) will be drawn upon as necessary to augment the investigation.

For the purpose of investigation, the scope will be discussed and preapproved by the Ethics Committee and may involve any or combination of the below procedure:

• Review of relevant data, communications and documentation;
• Interviews with any relevant witnesses, including any director, officer, manager, employee or third parties such as vendors, customers, contractors, or consultants;
• The review and analysis of any relevant financial record or contract;
• The collection of any data created for, or on behalf of the company that

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