Cache Employee Handbook-V1.1

Employee Handbook
Version : 1.1
Release Date : 1
st
Oct 2013

CACHE DIGITECH PVT. LTD.

EMPLOYEE HAND BOOK _ V1.1 (Effective Date 1
st
OCT 2013)

Cache Digitech Pvt. Ltd. (Confidentiality: for intended recipients only) Page 1

1 Table of Contents
1 Table of Contents ..................................................................................................................................... 1
2 Management Letter ................................................................................................................................. 4
3 Terms and Conditions .............................................................................................................................. 7
3.1 Job Title ......................................................................................................................................... 7
3.2 Duties............................................................................................................................................. 7
3.3 Pay ................................................................................................................................................. 7
3.3.1 Payments to You .................................................................................................................... 7
3.3.2 Vijaya Bank Account .............................................................................................................. 8
3.3.3 Salary Review ......................................................................................................................... 8
3.3.4 Discretionary Bonus Award ................................................................................................... 8
3.3.5 Allowances ............................................................................................................................. 8
3.3.6 Overtime and Additional Hours ............................................................................................. 8
3.3.7 Public and Bank Holidays ....................................................................................................... 9
3.3.8 Incorrect Pay and Deductions from Pay under the Employment Rights Act 1996 (Part II) .. 9
3.3.9 Tax and National Insurance on Benefits ................................................................................ 9
3.4 Performance Review ................................................................................................................... 10
3.5 Hours of Work ............................................................................................................................. 10
3.5.1 General ................................................................................................................................ 10
3.6 Leave............................................................................................................................................ 11
3.6.1 Holiday Entitlement ............................................................................................................. 11
3.6.2 Absence from Work ............................................................................................................. 12
3.7 Location and Mobility .................................................................................................................. 15
3.7.1 Management ....................................................................................................................... 15
3.7.2 General Grade ..................................................................................................................... 15
3.7.3 Business Recovery Plans ...................................................................................................... 15
3.8 Cars .............................................................................................................................................. 16
3.8.1 Management Car Scheme ................................................................................................... 16
3.8.2 Management Car Loan ........................................................................................................ 16
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3.8.3 Motoring Offences .............................................................................................................. 16
3.9 Expenses ...................................................................................................................................... 17
3.10 Retirement and Pensions ............................................................................................................ 17
3.11 Standards of Conduct .................................................................................................................. 17
3.12 Confidentiality ............................................................................................................................. 17
3.13 Inventions and Other Intellectual Property ................................................................................ 18
3.14 Employee Records ....................................................................................................................... 19
3.15 Notice Periods ............................................................................................................................. 19
3.16 Termination of Employment by the Company ............................................................................ 19
3.17 Garden Leave ............................................................................................................................... 20
3.18 Return of Property....................................................................................................................... 20
3.19 Competition Obligations ............................................................................................................. 20
3.19.1 Confidential Information ..................................................................................................... 20
3.19.2 Post Termination Obligations .............................................................................................. 20
3.20 Disciplinary .................................................................................................................................. 21
3.20.1 Rules and Procedure............................................................................................................ 21
3.20.2 Disciplinary Sanctions .......................................................................................................... 21
3.21 Grievance Procedure ................................................................................................................... 21
3.22 Variation and Changes ................................................................................................................ 22
3.23 Rights of Third Parties ................................................................................................................. 22
3.24 Definition of Group...................................................................................................................... 22
3.25 Code of Business Ethics and Responsible Behavior ('the Code') ................................................. 22
3.25.1 Integrity ............................................................................................................................... 22
3.25.2 Fidelity ................................................................................................................................. 23
3.25.3 Self-Respect ......................................................................................................................... 23
3.25.4 Corporate Values (in relation to personal conduct) ............................................................ 24
3.25.5 Core Standards of Behaviour ............................................................................................... 24
3.26 Rules and Regulations ................................................................................................................. 26
3.27 General ........................................................................................................................................ 26
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3.28 Security and Fraud Prevention .................................................................................................... 26
3.29 Communications .......................................................................................................................... 27
3.30 Personal Finance ......................................................................................................................... 27
3.31 Commitments outside the Company/Dual Employment ............................................................ 27
3.32 Giving and Receiving Gifts and Benefits ...................................................................................... 28
3.33 Diversity ....................................................................................................................................... 28
3.33.1 The Central Role of Diversity ............................................................................................... 28
3.33.2 Your Obligations .................................................................................................................. 28
3.33.3 Assistance ............................................................................................................................ 29
3.34 Compliance with Financial Services Regulations and Rules ........................................................ 29
3.34.1 Compliance Risk ................................................................................................................... 29
3.34.2 Operational Risk .................................................................................................................. 29
3.34.3 Whistle-Blowing .................................................................................................................. 29
3.34.4 Data Protection ................................................................................................................... 30
3.34.5 Health, Safety and Fire ........................................................................................................ 33
3.34.6 Dress and Appearance ......................................................................................................... 34
3.34.7 Alcohol and Drug Misuse ..................................................................................................... 34
3.35 Learning & Development ............................................................................................................ 34
3.36 Professional and Technical Qualifications ................................................................................... 34
4 DOCUMENT REVISIONS .......................................................................................................................... 35

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EMPLOYEE HANDBOOK
2 Management Letter

Dear Colleague

Welcome to Cache Digitech Pvt. Ltd. (the Company). I would like to wish you every success during your
employment with us, whether you have recently joined the Company or whether you are an existing employee.

This Employee Handbook (the Handbook) is designed both to introduce you to the Company and to be of
continuing use during your employment with the Company.

Together with your Appointment letter, the Handbook sets out the terms and conditions of your employment,
guidance on the high standards of conduct that are expected of you and some of the main employee benefits which
may be available to you. The Handbook also provides you with information on where to find the main policies and
procedures that will affect your employment, which, for the most part, are contained in the HR Procedures Manual
which can be obtained from the Human Resources Team.

The Handbook is therefore an important document and it is essential that you read the Handbook thoroughly
and carefully before accepting an offer of employment with the Company or, if you are a current employee, as
soon as possible after the Handbook is issued.

Unlike previously, paper copies of the Handbook will not be issued. Instead, this Handbook will only be available
via Email/HR or recruitment websites. This will allow the Company to keep the Handbook up to date and reflects
the Companys policy of minimizing paper products.

General amendments to the Handbook will be issued from time to time by email. As these amendments may revise
your contract of employment it is essential that you refer to the Handbook familiarize yourself with these
amendments.

I hope that you will find the information contained in the Handbook both informative and helpful. If you require
clarification or any additional information please refer to your line manager.

Thanks and regards,

Prashant Srivastava

CEO
Cache Digitech Pvt. Ltd.

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The purpose of the Handbook is to:

Set out and clarify the terms and conditions of employment.
Set out and clarify the rules and regulations which you must abide by.
Summarize the benefits you may be entitled to.
Set out some of the main issues which may be of interest to you during your employment.

The Handbook provides this information so that you may know what is expected of you and what you can expect
from your colleagues and the Company.

Separate Handbooks are issued for employees in other parts of the CACHE Group within the UK/EUROPE/USA &
SA.

This Handbook supersedes earlier versions of the employee handbook which may be referred to in your current
Appointment letter from the Company. All references in such documents to earlier Handbooks should now be taken
to refer to this Handbook.

The Handbook is divided into a number of sections:

Introduction
This section explains the importance of the Handbook and introduces the various sections of the Handbook
and other HR Resources.

Section 1 - Terms and Conditions of Employment
This section, together with your Appointment letter (as amended by any subsequent communications from the
Company), solely form the terms and conditions of your employment. It therefore sets out important information on
the rights and obligations which apply during the course of your employment.

For the avoidance of doubt, references in this Handbook to your offer letter means any letter or document
(other than the Handbook) issued to you by the Company that is expressly stated to form or constitute part of your
terms and conditions of employment and/or employment contract (and as may have been amended by any
subsequent communications from the Company).

Section 2 Code of Business Ethics and Responsible Behavior
The Code of Business Ethics and Responsible Behavior deals with and provides guidance on the standards of
behavior that the Company expects of all employees.

Section 3 Rules and Regulations
This section sets out important information about the standards of conduct which you must abide by as an employee,
and which you should expect from your colleagues.

Section 4 Benefits
Section 4 of the Handbook outlines some of the benefits which you may have access to during your employment and
sets out where further information can be obtained in respect of each benefit.

Section 5 Your Career with the Company
This section sets out information on learning and development and other matters which may be relevant during your
career with the Company.

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About HR Procedures, Policies and other HR Documents

The Human Resources Procedures Manual (the "HR Procedures Manual"), which can be found with HR, contains
the Companys principal HR policies and procedures. The HR Procedures Manual applies to Cache group of
companies; each policy indicates whether it is applicable to one or all companies. You can navigate through the HR
Procedures Manual by using the A-Z index. At the end of most sections of the HR Procedures Manual, there are
"contact point" tables, so that you know who has the expertise to guide you with any specific issues.

It is important that you take an opportunity within the first few weeks of your employment with the
Company to familiarize yourself with the format and contents of the HR Procedures Manual. The HR Procedures
Manual does not form part of your contract of employment.

Other sources of information are specific to certain situations, such as the Maternity Guide or the Cache Digitech
Pvt. Ltd. Compliance Guidelines and are referred to in the HR Procedures Manual and can be obtained from your
line manager or through HR.

Where a matter is referred to in the Handbook and further information is contained in other documents, directions to
the appropriate document will normally be provided. Please note, however, that any documents referred to in
this Handbook do not form part of your contract of employment (unless otherwise expressly stated) and are
not incorporated into your contract of employment by reference.

What is the difference between a policy and a procedure?
Most of the sources of information are referred to as policies and/or procedures. A policy usually describes the
Companys approach to a certain issue. A procedure usually describes the process which the Company will follow in
respect of a particular issue. Some subjects will have both a policy and a procedure; in other subjects the policy may
form part of the procedure.

Regardless of whether information on a particular subject is called a policy, a procedure or both, the key factor is
that they set out guidance on how you should act, and how the Company will act towards you.

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3 Terms and Conditions

This section of the Handbook, together with your Appointment letter (as amended by subsequent communications
from the Company), form your terms and conditions of employment. In addition, they set out the details which the
Company, as your employer, is required to give you under section 1 of the Employment Rights Act 1996.

For the avoidance of doubt, references in this Handbook to your Appointment letter means any letter or
document (other than the Handbook) issued to you by the Company that is expressly stated to form or constitute part
of your terms and conditions of employment and/or employment contract (and as may have been amended by any
subsequent communications from the Company).

3.1 Job Title

Your current job title is as stated in your Appointment letter or subsequent communication from the Company, and
may be amended periodically by notice to you in writing or by circular.
3.2 Duties

Your duties are as set out in your role profile or as detailed to you by your line manager. However, you will need to
take a flexible approach to your duties and in particular from time to time, you may be required to undertake such
alternative or additional duties as may be commensurate with your grade. On occasions for training purposes or
operational reasons, you may also be required to carry out duties at a higher or lower grade as necessary.

Deputizing in other grade duties is a developmental opportunity and a contribution to overall teamwork and
customer service.
3.3 Pay
3.3.1 Payments to You

Your pay comprises a basic salary and any entitlement to other allowances as stated in your Appointment letter or
other communication from the Company. Any changes will be notified to you in writing or by circular.

Payment will be made into an account in your name with in 12 equal monthly instalments on or around the 3
rd
, 7
th
or
10
th
as per the project guidelines of each month unless stated in the contract. This means that you will be paid in
arrears for work done up to the 25
th
of each month for the payment cycle of 26
th
to 25
th
of each month. Unless stated
or directed by written conversation this cycle will be maintained. However, depending on the date in the month you
join the Company, the payment period and/or date of your first salary payment may vary.

Payment is subject in all cases to statutory deductions of income tax and employee ESI / EPF contributions and any
other deductions which the Company may be obliged to make. You will receive a monthly pay statement detailing
gross pay and deductions.

Further details on this are set out in the Salaries section of the HR Procedures Manual.

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3.3.2 Vijaya Bank Account

Unless agreed with the HR, it is a requirement of your employment that you maintain an account with Vijaya Bank,
into which your salary will be paid.
3.3.3 Salary Review

The Company reviews its current levels of pay each year. Any changes to your basic salary, which are awarded at
the Companys sole discretion, will be notified to you by letter, circular or in your monthly pay statement. An
increase in a particular year does not give rise to (or expectation of) entitlement to an increase in the following year
or subsequent years thereafter.

3.3.4 Discretionary Bonus Award

You will be considered for a discretionary bonus award dependent upon your annual performance during the
previous calendar year. Any such payment will usually be made in time to time during the employment. This will
enable the success of the Group, measured by its overall Economic Profit, to be established before discretionary
awards are announced. The discretionary award is based upon basic salary in the previous calendar year. The
payment and amount of any bonus award will be entirely at the discretion of the Company, and there is no
contractual entitlement for you to receive a bonus at any time, irrespective of whether a bonus has been paid to you
or others on previous occasions.

If you leave the Company prior to the payment date or are under notice of leaving the Company but are still
employed at the payment date, you will not receive an award. This includes those employees resigning
following maternity leave.

3.3.5 Allowances

You may be eligible for certain non-contractual allowances, as are applicable at the time. Your Appointment letter or
subsequent communications from the Company will specify the type and level of any allowance to which you may
be entitled. Any subsequent withdrawal or variation will be notified to you in writing or by circular. Further
information is provided in the Allowances section of the HR Procedures Manual.

3.3.6 Overtime and Additional Hours

You may be entitled for the overtime work if written communication is provided to you by HR or Management;
payment will be made to the clerical grade employees, in respect of any such hours, in accordance with the
Companys rules on authorization, eligibility and rates of pay.

No overtime payment will be made to management grade employees who work in excess of 60 hours per week. In
exceptional circumstances key time employees who are in a management grade, may be permitted to work
Additional Hours, for which they will be remunerated as set out above in respect of clerical grade employees.

Further details are set out in the Overtime section of the HR Procedures Manual.

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3.3.7 Public and Bank Holidays

Some employees receive payment in respect of Public and Bank holiday working in accordance with the Company's
policies and procedures on authorization, eligibility and rates of pay. For further information please refer to the
Public and Bank Holiday working section of the HR Procedures Manual.

3.3.8 Incorrect Pay and Deductions from Pay under the Employment Rights Act 1996 (Part
II)

There may be an occasion when through error or omission you receive less than your contractual pay and/or
allowances. Should such an unfortunate circumstance arise the Company will rectify the situation and any
contractual pay and/or allowances not paid to you will be paid on the first opportune pay-day following notification
or identification of the omission or error. Conversely, if any error or omission results in any overpayment of pay
and/or allowances being made to you it is accepted that the Company reserves the right to deduct any such
overpayment(s) from salary on the first opportune pay-day following identification or notification. The Company
will take into account individual circumstances and try to achieve a jointly agreed repayment schedule.

In the event that the overpayment is made in respect of your final salary payment (or other payment due on
termination of employment), or if you are under a repayment schedule and your employment terminates, the
Company reserves the right to request that you repay such sums owed, on demand.

If your employment ends and the number of days holiday you have taken exceeds your prorata entitlement
for the holiday year, an appropriate deduction will be made from your final pay or if this is not possible the
Company reserves the right to request that you repay such sum on demand. The Company will give you an
opportunity to discuss the proposed repayment, and the Company will take into account your personal circumstances
prior to determining a repayment schedule.

If the holiday entitlement you have taken is less than your pro-rata entitlement and it is not operationally practical for
the outstanding days to be taken during the notice period, payment in lieu of outstanding holiday entitlement will be
made. Holiday pay in lieu accrues pro rata throughout each holiday year on the basis of a working year of 265
working days.

Payments or deductions will not be made in respect of any Bank or Public holidays accrued or taken in excess of
entitlement.

If you are summarily dismissed or leave the Company without giving due notice, you will not be entitled to any
payment and/or accrued holidays or holiday pay.

3.3.9 Tax and National Insurance on Benefits

Where applicable each year the Company will issue to you a Tax statement, which states your total earnings
and deductions for the tax year ending 31
st
March.

If you fall under tax bracket in any tax year including "benefits in kind", you will be liable to tax on the financial
value of those benefits. Benefits in kind include items which may be provided to you periodically by the Company
such as private health insurance, cars and beneficial rate loans.

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3.4 Performance Review

Each employees performance is reviewed annually, the present review period being the calendar year.

3.5 Hours of Work
3.5.1 General

Different working arrangements apply depending on your grade. Such working arrangements relate both to the
number of normal hours worked in a week (based on a full time position) and to the way normal hours may be
scheduled. In particular, you will note that some employees work on non-flexible schedules and other
employees work on flexible schedules. Whether you work on a non-flexible or flexible schedule depends on your
grade, work location and your job in the Company. Details of which grades are on non-flexible or flexible schedules
are set out below.

3.5.1.1 Non Flexible
The standard working week is 35 hours and this is normally for 7 hours per day (excluding a one hour unpaid lunch
break) Monday to Friday inclusive. The normal working day, unless advised otherwise, will be 9.00am to 5.00pm
Monday to Friday inclusive. The Company can vary, by mutual agreement, the start and finish time between the
hours of 8.00am and 10.00am and 4.00pm and
6.00pm respectively.

3.5.1.2 Flexible
Grades starting with BW: The standard working week is 48 hours. Unless otherwise stated your schedule will
normally include a one hour unpaid lunch break each day. Specific schedules will be advised to you locally or set out
in your Appointment letter, but may be changed, on reasonable notice, within the following parameters:

The maximum number of days you may be required to work in any week is 6, over 7 calendar days,
Monday to Sunday or as per stated in your appointment letter.
The days of the week on which you work need not be consecutive.
Unless agreed otherwise, your scheduled daily working hours will be a maximum of 14 working hours per
day.

The parameters set out above apply to both clerical and management grade employees up to any Band.

Senior management employees and above are required to work such hours as are necessary for the proper fulfilment
of their duties.

3.5.1.3 Overtime and Additional Hours

The Company aims to ensure that persistent overtime or additional hours are unnecessary. However, occasions may
arise where, due to unforeseen or unavoidable circumstances, you may be required to work beyond your normal
hours. See also Section 3.3.6.

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3.5.1.4 Working Time Regulations
The above regulations set limits on working hours and create a legal entitlement to minimum rest breaks and paid
holiday entitlement.

3.6 Leave
3.6.1 Holiday Entitlement

The Companys holiday year runs from 1 January to 31 December each year.

During Core leave (i.e. the minimum number of days holiday per year which must be taken consecutively);
employees must be physically away from their workplace. Line managers should not place employees under duress
to respond to work-related matters during core leave and it is acceptable for an employee not to undertake any work-
related activity during this period.

Employees may attend training courses, conferences or conventions during their core leave as long as the events are
not held on Cache Group premises. Such events must not account for more than 50% of the core leave period.

Minimum core leave is calculated as below:
Category Minimum Core Leave
Full time employees 12 working days this may include Bank and Public Holidays that fall on normal
working days.

Part time employees Pro rata the above calculations or as per stated in the contract.

Any holiday entitlement not taken by 31 December normally may not be carried forward to a subsequent holiday
year. The dates when holiday entitlement is to be taken must be agreed in advance with your manager.

Additional leave entitlement based on years of service will be given in the holiday year in which the relevant length
of service is achieved.

Additional days are awarded upon promotion and additional days according to seniority will be confirmed to eligible
employees in their contract of employment letters.

Different arrangements may apply where holiday entitlement has been red-circled.
3.6.1.1 General Grades
This grade is entitled to 12 days paid leave.
3.6.1.2 Management Grades
This grade is entitled to the business arrangements as per the contract.
3.6.1.3 Promotion
On promotion any holiday entitlement will be adjusted pro-rata for the remainder of the holiday year.

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3.6.1.4 Key Time Employees

Employees whose normal hours are less than 48 hours per week are entitled to paid holiday as per the contract which
is proportional to their normal hours.

Individual entitlement will be set out in your Appointment letter or will be provided by your line manager.

3.6.1.5 Commencing or Leaving Employment during the Holiday Year
If your employment starts or finishes part way through the Companys holiday year your holiday
entitlement will be directly proportional to the actual period worked during that holiday year.

Please see Section regarding pay in respect of holiday upon termination of employment.

3.6.1.6 Public and Bank Holidays

In addition to the holiday entitlement in Section above, employees whose normal working hours are 48 hours per
week will receive days as per the project in recognition of the Bank and Public holidays.

Key-time employees will receive an entitlement in respect of Bank and Public holidays which is
proportional to their normal hours of work.

Individual entitlement will be set out in your Appointment letter or will be provided by your line manager.

3.6.1.7 Time Off for Medical Appointments

You may be granted paid time off to attend medical (including dental and optician) appointments which cannot be
arranged outside working hours, subject to such policies and procedures on authorization as may apply locally. Such
appointments should, where possible, be made close to the beginning or end of your working day. Where you choose
to make a medical appointment in the middle of the working day, rather than re-arrange this for a more operationally
convenient time, you may be asked to work additional hours to cover the time taken off for such appointments.

Pregnant women who attend ante-natal care appointments are entitled to paid time off and will not be asked to work
any additional hours to cover time taken off for such appointments.

3.6.2 Absence from Work

You must wherever possible gain prior agreement from management before being absent from work. In that case an
explanation satisfactory to the Company must be given for your absence.

If you do not have your managers prior agreement to your absence you must:

Comply with the Company's rules and procedures if the absence is due to your sickness or injury as set out
below; or
If your absence is due to any other reason you must telephone management at your normal starting time,
or as soon thereafter as is reasonably practicable, in order to advise of your absence and provide a
satisfactory explanation for the absence.
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When you return to work you must attend a return to work interview.

If the Company considers that the explanation you have given for your absence, verbally, in writing, or through
your self-certification form, to be unsatisfactory or false then action under the Companys disciplinary
procedures may be taken against you.

Further details on absence are set out in the Absence management section of the HR Procedures Manual.

3.6.2.1 Absence Due to Sickness or Injury

If you are unable to attend work because of your sickness or injury you must telephone management at your work
location no later than your normal starting time (or as soon thereafter as reasonably practicable) in order to
advise them of your absence and its reason.

If your absence lasts for two calendar days or less you will need to complete a self-certification form.

If your absence exceeds, or is likely to exceed, two days, you must consult your doctor and obtain a medical
statement expressing the doctor's opinion of the reason for your absence from work. This must be sent by post or
delivered to your manager. If further certificates are required, these must also be sent to your manager by post or
delivered. If your illness lasts longer than one calendar week, you should contact your manager to advise him or her
of your current prognosis at least once a week, unless agreed otherwise.

You may be asked to give your consent for the Company to obtain a prognosis from your doctor. You may also be
required to visit a medical adviser appointed by the Company and you will also be requested to give your consent to
any report prepared by such medical adviser being disclosed to the Company.

Reporting requirements may be varied by local arrangement at your place of work, when any particular requirements
will be brought to your attention during your employment. If you are unclear about the arrangements in place you
should speak to your line manager.

3.6.2.2 Salary and Other Payments during Periods of Absence

Employees whose normal hours are less than 48 hours per week are entitled to the payments described in this section
in proportion to their normal hours, when compared to the entitlement for a full time employee.

No salary or other allowances or bonus payments will be paid for periods of unauthorized absence. Payments may be
made for periods of absence due to reasons other than sickness or injury at the Companys absolute discretion.

Subject to you following the absence rules laid down by the Company, normal pay less any Statutory Sick pay
(SSP), Incapacity Benefit or other similar benefit, known as Company Sick Pay will be continued for a limited
period during authorized absence due to sickness or injury. The period for which Company Sick Pay will be paid
currently depends on the length of your service with the Company and is as follows:

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For those employees whose employment with the Company commenced on or after 1 April
2001:

Service Maximum period of Company Sick Pay granted
Less than 3 years 4 weeks (22 working days)
Between 3 and 5 years 8 Weeks (44 Working Days)
Over 5 years 16 weeks (88 working days)

Calculation of Company Sick Pay eligibility will be based on a rolling twelve month period whether absence
is due to a single illness or a succession of illnesses.

Note: Employees who have transferred from elsewhere in the Group may have had their prior entitlement red
circled. If this is the case, details will be contained in their contract or letter of appointment.

Service in years refers to continuous service at 1
st
April each year.

Maximum period is the maximum granted in any one year starting 1
st
April whether absence is owing to a single
illness or succession of illnesses.

Note: Employees who have transferred from elsewhere in the Group may have had their prior entitlement red
circled. If this is the case, details will be contained in their contract or letter of appointment.

For all employees:

The Company reserves the right to limit paid sick leave in respect of a single continuous sickness absence,
or a succession of related sickness absences (for example, due to a common underlying cause). The maximum
period of normal pay granted in such cases may be restricted to that applying on the day the first absence
commenced (see table above) irrespective of whether absence extends beyond 1
st
April, into a second sick leave
year.

Company Sick Pay includes salary and other contractual allowances.

Company Sick Pay includes any entitlement you may have to Statutory Sick Pay (SSP). If Company Sick Pay
ceases, you may still be entitled to SSP (for up to 16 weeks sickness in total). The Company reserves the right to
refuse to pay Company Sick Pay (including SSP) if it has reasonable cause to think that you are not genuinely sick,
or are abusing the sick pay policy.

You should be aware that the Company may reduce any element of your holiday entitlement which is in excess of
your minimum statutory entitlement for the holiday year on a pro-rata basis related to your attendance during that
year. Any bonus arrangements, as may exist, may also be affected.

Should your SSP entitlement exceed Company arrangements then, on exhaustion of any Company Sick Pay, you
will be paid SSP in accordance with your statutory entitlement. Payment of SSP is dependent on you satisfying rules
regarding periods of incapacity, the period of entitlement, qualifying days and rules for the notification of absence.

If you are absent from work due to an accident or a condition sustained on or off duty that is the fault of a third
party, you should immediately notify the Company of all the relevant circumstances and any claim, settlement or
judgment made in connection to it and any Company Sick Pay paid to you in respect of such absence will be
recoverable by the Company only if, and to the extent that, you recover damages in respect of your injury, condition
or absence from work. You will be notified if these circumstances apply.

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Further details are set out in the Absence Management section of the HR Procedures Manual.

3.7 Location and Mobility

Your initial location will be as stated in your Appointment letter from the Company. You may be required to travel
to customer or supplier premises and on occasion to attend training sessions and meetings elsewhere.

There may also be times when the Company needs you to be flexible with your work location, which may mean a
permanent or temporary move. Subject to business needs, the Company will, wherever possible, take into account
your personal and domestic circumstances before requiring you to move. Set out below are the Companys mobility
requirements. Although the general mobility requirement is dependent on grade, the Companys requirements under
any business recovery plan apply to all grades. Employees whose work location is stated as home in their
Appointment letter are also covered by these requirements.

Some employees may have the option of working from home from time to time by mutual agreement in line with
business needs. However, this arrangement is not contractual and the employees base remains as stated in their
Appointment letter.

3.7.1 Management

If you are a management grade employee you may be required to work at or from any office or location of the
Company or within different companies of the CACHE Group (as defined in Section 1.24). A change of your place
of residence may be required from time to time at particular stages of your career, although the Company will
wherever possible and before requiring you to move take into account your personal and domestic circumstances.

3.7.2 General Grade

If you are a clerical grade employee you may be required to work at or from any office or location of the Company
or the Cache Group in India or Global offices unless stated, within reasonable travelling distance of your existing
location or your home. What is deemed a reasonable journey will depend on a number of circumstances that will
include normal travelling time and public transport availability.

3.7.3 Business Recovery Plans

The Company has business recovery plans in place in the event of a major disaster taking place and the working
environment being compromised. Depending on the nature and longevity of the disaster and the nature of the role
you are carrying out at the time, you may be identified as a key member of staff. If you are identified as such, you
may be contacted and expected to report for work at a different site, for a temporary period, to recover critical
business disruption.

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3.8 Cars

3.8.1 Management Car Scheme

Employees in Senior Management are eligible to participate in the Cache Company Car Scheme (the Car Scheme)
subject to the existence of and rules of the Car Scheme as they may exist from time to time. If your normal hours are
less than 48 hours per week, the benefit will be pro rata to your normal hours. If you change your normal hours, any
contributions/cash back will be adjusted accordingly.

For further information please refer to the Car scheme section of the HR Procedures Manual.

3.8.2 Management Car Loan

Employees who are in Senior Management may apply for a management car loan subject to its existence, limits and
terms as may apply from time to time.

Should you subsequently become eligible to participate in the Management Car Scheme no further car loans will be
agreed, but any existing car loan can continue until normal expiry or until the car is sold when the loan must be
repaid.

For further information please refer to the Car loan section of the HR Procedures Manual.

3.8.3 Motoring Offences

If, as a result of a motoring offence, you lose your driving license and as a consequence are not able to undertake
your duties satisfactorily you must make suitable alternative arrangements acceptable to the Company to enable you
to perform your contract of employment.

If you are not able to do so the Company will attempt to identify an alternative position, not involving driving.
However if this is not possible or you do not accept the alternative position then your employment will be
terminated, by the Company, by giving due notice.

It is accepted that should an alternative role be identified, your salary, benefits and all other terms and conditions of
employment would mirror that of an employee at that grade and level and not that of your current position. Any such
alternative role will normally be an established position. You will therefore not be entitled to automatically return to
your current role if your drivers license is returned, although you will be able to apply and be considered for
positions which require a driving license.

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3.9 Expenses

You will be reimbursed for expenses incurred on the Company's business which are:
Incurred and claimed strictly in accordance with the Company's rules on expenses; and
Supported by the appropriate level of authorization and documentation.

To take best advantage of the Companys buying power, arrangements exist for purchase of certain services through
given suppliers or through a central point. Such arrangements must be complied with.

Further details are available in the expenses Policy, which is available via Lotus Notes from the expenses
database.

3.10 Retirement and Pensions

The normal retirement age in the Company is currently 60 and your employment will terminate
automatically at the end of the month in which your 60th birthday occurs, in accordance with the
Retirement policy as stated in the HR Procedures Manual. Your pensionable retirement age is determined by
the section of the Pension scheme of which you are a member and is shown on your pension statement. This will
mean that, when you reach your pensionable retirement age you will still be able to decide whether to retire or
whether to continue to work until 60, if you are under 60 at that time.

The pension benefits detailed in the Handbook are subject to the Trust Deed and Rules of the DBS Scheme which
may be changed from time to time to the extent permitted by the Trust Deed and Rules.

3.11 Standards of Conduct

Caches business is based on the utmost integrity and mutual trust. In order to maintain and safeguard the trust and
confidence of our customers and the public, the Company places paramount importance on the maintenance of
certain standards of conduct. The

Companys standards of conduct are principally made up of certain rules, regulations and ethical principles.
These are set out in the sections of the Handbook and it is essential that you familiarize yourself with the content of
the Handbook and observe the Companys standards of conduct. In addition other specific rules and regulations may
apply in your place of work and will be brought to your attention during your employment.

Due to the need for integrity and trust in our business and the rapidly developing nature of the business, it is not
possible to set out standards of conduct in every situation. You should seek guidance from your line manager should
you be in any doubt about the correct action to take in any situation.

A failure to abide by the standards of conduct may lead to disciplinary action being taken, including dismissal.

3.12 Confidentiality

You must from the date of the commencement of your employment and thereafter, observe strict confidentiality in
respect of any and all information held by the Company, including dealings, transactions, procedures, policies,
decisions, systems and other matters of a confidential nature of and concerning the Company, Cache Group and
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allied or associated companies of the Company or Group (all such subsidiary and other companies being referred to
as the Companies). Such confidentiality relates to any and all transactions (including but not limited to the
state of any account and matters relating to customers or clients business or personal affairs) of the Company
or the Group and of each of the Companies with their respective customers, clients, suppliers or associates, except
when required or authorized to disclose such information by the Company or by law.

You should be aware that any breaches of the above, including the unauthorized "browsing" of Internet or
unauthorized content, is likely to lead to disciplinary action and may result in dismissal for gross misconduct.

Disclosure of customers or clients business or personal affairs is not permitted without the customers or clients
authority. This is a requirement of Employees confidentiality, the Data Protection Act. Any contravention may lead
to action under the disciplinary procedures, as well as individual liability under data protection legislation.

If you are approached by any third party, in particular any media source, and asked to make any
comments or provide any information to such persons, under no circumstances should you respond without
having sought permission and guidance from your line manager who, where appropriate and necessary, will seek
permission and guidance from Group Corporate Affairs. Guidelines on regulations and procedures regarding the
handling of information relating to customers, clients and employees are set out in the HR Procedures Manual (Data
Protection - use, retention and disclosure of personal data; and Data Protection regulations for staff files).

Nothing in this clause prevents you from making a protected disclosure under the Companys whistle- blowing
procedure, in respect of any malpractice or unlawful conduct. Further details on the Companys whistle-blowing
policy are set out in this Handbook or are available in the HR Procedures Manual.

3.13 Inventions and Other Intellectual Property

You may make inventions or create other intellectual property during your employment. In this respect you have a
special responsibility to further the interests of the Company and the CACHE Group given your position at the
Company and the remuneration paid to you under your contract of employment.

In recognition of your position, remuneration and responsibility, you acknowledge and agree that any invention,
improvement design, process, information, copyright work, trade mark, trade name or get-up or any other
intellectual property (together the Intellectual Property) made, created or discovered by you during your
employment (whether capable of being patented or registered or not) in conjunction with or in any way affecting or
relating to the business of any company in the Group or capable of being used or adapted for use in such a company
or in connection therewith shall be immediately disclosed to the Company and shall belong to and be the absolute
property of the Company or such member of the Group as the Company may direct.

However, the above clause shall only apply to the extent that any invention was made by you in the course of your
Duties and (i) such invention was reasonably expected to result therefrom; or (ii) at the time of making the invention,
because of the nature of your Duties and the particular responsibilities arising therefrom, you have a special
obligation to further the interests of the Company. For the purpose of this clause Duties means in the course of
your duties or in the course of duties falling outside your normal duties but which have been specifically assigned to
you.

You acknowledge that you have no rights, interest or claims, either during your employment or after the termination
of your employment, in or to any such Intellectual Property and you shall not use such Intellectual Property other
than during the period of your employment and for the purpose of the Company or the Group.

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If and whenever required to do so by the Company, (whether during your employment or after its termination), you
shall at the expense of the Company or such Group company as the Company may direct:
Apply or join with the Company or such Group company in applying for letters patent or other protection or
registration in the United Kingdom and in any other part of the world for any such Intellectual Property;
and
Execute and do all instruments and things necessary for vesting the said letters patent or other protection or
registration when obtained and all right title and interest to and in the same absolutely and as sole
beneficial owner in the Company or such Group company or in such other person as the Company may
specify.

The above clauses are specific to the laws applicable in India.

3.14 Employee Records

In accordance with data protection legislation, it is important that the Company's confidential personal records are
maintained as accurately as possible. You must record any change in your personal circumstances (such as a change
of your name, address or marital status) in the way set out in the Employee records section of the HR Procedures
Manual, i.e. using My HR Desktop.

Employees in a position regulated by the Financial Services Authority must also ensure that any adverse change in
their credit or other status is notified to their line manager, as this may affect their standing with the Financial
Services Authority.

3.15 Notice Periods

3.16 Termination of Employment by the Company

Employees need provide to a minimum notice period of termination from the Company, as set out below, or to any
such longer period as may be statutorily required, unless your employment is terminated summarily on the
grounds of gross misconduct.

The notice may be handed by you or the company personally or sent to your last recorded address.

Notice periods applicable your contract of employment is currently as follows:

Service Minimum Notice
During the first five years of
continuous employment
One calendar month or as per the contract.
After 5 years of continuous
employment and up to 12
years of continuous
employment
One week per completed year of continuous employment or as per the contract.
12 or more years of
continuous employment
12 weeks or as per the contract.

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3.17 Garden Leave

This paragraph applies to any notice period, regardless of whether notice was given by you, or by the Company.

The Company shall be under no obligation to provide you with any work and may at any time require you to stop
carrying out your duties and to no longer attend your place of work (often known as garden leave) or contact any
employees, offices, officers, customers or clients of the Company for the duration of the notice period. Alternatively,
the Company may provide you with work of a different nature to that which you would normally perform under your
contract of employment, and at a different location, during your notice period.

During any such period you will continue to be bound by the terms and conditions of your contract of employment
and you will receive pay and most contractual benefits in the normal way.

If you have any accrued, but untaken leave, you will be deemed to have taken this during any such period when you
are not in attendance at work, provided that you are not carrying out any work on behalf of the Company during such
a period.
3.18 Return of Property

On the termination of your employment for whatever reason, or at any time at the Company's request, you must
immediately deliver to the Company, or to anyone specified by the Company, any and all books, documents,
records, computer hardware and software and other disks or tapes kept or made by you and in your possession or
control relating to the Companys business, your computer, mobile, blackberry, any materials, credit cards, keys,
passes, cars, equipment or other property (including any copies, drafts, extracts, summaries or reproductions of
such property) belonging to or related to the business of the Company, or any other company within the CACHE
Group, its or their clients, customers or suppliers and you must not retain any other documentation or property of
the Company, or the Cache Group, in your possession or control.

3.19 Competition Obligations

3.19.1 Confidential Information

Following termination of your employment, you will continue to be bound by your obligations of
confidentiality, as set out in Section. In particular, you shall not divulge, use, or in any other way cause to enter into
the possession of a third party, any lists or details of customers, or products, or any item of confidential information,
or knowledge that was gained by virtue of your employment, or in respect of which the Company or any company in
the CACHE Group is bound by an obligation of confidence to a third party.

3.19.2 Post Termination Obligations

Subject to any post termination obligations set out in your contract of employment, if you are a senior management
level, the following additional obligations apply on termination of your employment for whatever reason:

For a period of nine months commencing with the date of the termination of your employment with the
Company you will not, whether on your own behalf or any other person, company or firm, solicit for the
purpose of offering or performing any work for any customer or client of the Company with whom you
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have had personal contact - whether by way of a meeting, telephone, letter or otherwise - during the period
of 18 months immediately preceding the date of termination of your employment.

During your employment and for the period of 12 months commencing with the date of the termination of
your employment you will not solicit or contact any employee of the Company with whom you have
worked during the previous 12 months or, in the case of termination, during the 12 months prior to your
termination, for the purposes of inducing them to enter a contract of employment or an agency arrangement
or a contract for services other than with the Company.

3.20 Disciplinary

3.20.1 Rules and Procedure
Contravention of any of the terms of your contract of employment or the Companys standards of conduct, rules,
regulations, compliance requirements and other rules which may apply to you is viewed most seriously and will
normally result in disciplinary action (which could include dismissal) being taken under the Company's Disciplinary
Procedures. The Companys Disciplinary Procedures are set out in the HR Procedures Manual, which is available
with HR.

If you are dissatisfied with a disciplinary decision relating to you, then you can appeal to HR Connect (Employee
Relations Team, Such appeals will normally be held by a level of management above the level responsible for the
decision.

Full details of how to go about this and the steps that follow such an application are set out in full in the Disciplinary
Procedures section of the HR Procedures Manual.

3.20.2 Disciplinary Sanctions

Where you have been the subject of disciplinary action under the Disciplinary Procedures and after the procedure
has been exhausted it is decided a disciplinary sanction, short of dismissal, should be imposed, the Company
may impose on you one or more of the following sanctions:-

(a) A disciplinary transfer to an alternative place of work.
(b) A downgrading with reduction in pay.
(c) Forfeiture of pay; loss of a specified amount of pay related to an offence(s).
(d) Stoppage/postponement of your next pay award, either salary and/or discretionary bonus. (e) Reduction in pay.

These sanctions are either in addition to or in replacement of any other disciplinary sanction which appears
appropriate to the particular circumstances.

3.21 Grievance Procedure

If you have a grievance related to your employment, you have a right to apply in writing for redress. You should
normally raise your grievance with your line manager, informally in the first instance. Full details of how you should
go about this, and how your grievance will be dealt with, are set out in the Company's Grievance Procedure.

The Grievance Procedure is set out in the HR Procedures Manual.
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3.22 Variation and Changes

Any variations and changes to your individual terms and conditions of employment will be notified to you in writing
within one month of the change(s), by email or by circular or via your pay statement.

3.23 Rights of Third Parties

The Contracts (Rights of Third Parties) Act allows persons (including companies) to gain rights under a contract,
even if they are not a party to the contract, unless the contract states otherwise.

No person who is not a party to this contract has or shall have any rights under the Act to enforce any term of this
contract. No consent of any third party shall be required under that Act to terminate or change this contract.

3.24 Definition of Group

CACHE Group or the Group means, for the purpose of these terms and conditions, Cache Digitech Pvt. Ltd. and
any company that for the time being is a holding company of Cache Digitech Pvt. Ltd. or a subsidiary of Cache
Digitech Pvt. Ltd. or a subsidiary of a holding company of Cache Digitech Pvt. Ltd.

3.25 Code of Business Ethics and Responsible Behavior ('the Code')

The world of financial services is founded on mutual trust and public confidence. These attributes have to be earned
and sustained over a long period by the successive generations of people who work in the business and can be lost
overnight by irresponsible or unethical behavior. The purpose of this Code is to set out in some detail the enduring
principles which have traditionally been observed throughout the Company. They fall under three general principles
- integrity, fidelity and self-respect - basic qualities which the Company expects of every employee. They also
include certain corporate values to which the Company subscribes and which must govern our business ethics.

These qualities are also reflected in the Core Standards of Behavior which form part of the performance
measurement process. The Core Standards of Behavior are set out at Section of the Handbook.

Whilst the Code is not contractual, it does form part of the general standards of conduct which the Company expects
all employees to reach. Failure to abide by the Code may result in disciplinary action being taken against you, which
could include dismissal.

The Code (including the Core Standards of Behavior) may be altered or modified from time to time by notice to you
or by circular.

3.25.1 Integrity

Integrity implies being fully worthy of the trust placed in us by our clients and employer by being honest, impartial
and truthful. This means:
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Acting at all times in an honest and upright manner both in our corporate and personal dealings,
recognizing that our personal conduct may reflect on the Group.
Scrupulously refraining from illegal, fraudulent, dishonest or unethical behavior, particularly in relation to
financial and/or business dealings.
Never using confidential information for personal gain or abusing the trust placed in us by the
Company and our customers.
Avoiding conflict between self-interest and the interest of the employer or customer, and being ready and
willing to disclose any potentially compromising or conflicting business relationships or
shareholdings.
Ensuring that where the employment of relatives of existing employees is being considered that the existing
employee is not involved in the decision making process of recruitment, salary, promotion or retention. In
addition, relatives should not be involved in the transacting, processing or auditing of the same activity. It is
important to ensure that there are no conflicts of interest in the roles of the relatives.
Observing rules for personal dealings in securities.
Avoiding gifts, services or hospitality, on a scale which could be interpreted as affecting integrity or the
ability to exercise independent judgment (see also the rules at Section of this Handbook).
Declining secondary employment or offers of consultancies or directorships, except as may be
provided for by your Appointment letter or expressly approved in advance in writing by the Company (see
also the rules at Section 3.5 of this Handbook).

3.25.2 Fidelity

Fidelity in financial services embraces duties of loyalty, confidentiality and citizenship in relation to the affairs of
the Group and our customers. This means:

Promoting the good standing and name of the Company and defending it against unwarranted
criticism.
Marketing by personal example, including normally conducting our banking and financial services needs
through the Company.
Ensuring that any undertakings given are within our personal capacity and fully honored.
Safeguarding all the Companys information and restricting access to any confidential or sensitive
documents.
Keeping our customers' business, financial and personal affairs confidential by not disclosing
information to third parties without their express consent, except where required by law or established
banking practice.
Taking care over our communications - oral, written or electronic - to prevent others acquiring
confidential information.
Complying fully with the laws and regulations of all countries in which we do business and with the
published codes of relevant institutions.
Not knowingly engaging in business which might in any way be associated with, or regarded as
supportive of, illegal or criminal activities, construed as bribery or corruption or, which would be
contrary to the national interest of the United Kingdom.

3.25.3 Self-Respect

Self-respect is enhanced by professionalism, good citizenship and conscientiousness. This means:

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Maintaining your dignity and promoting that of fellow employees, by not bullying or victimizing
colleagues for any reason and by promoting equal opportunities within the Company.
Acquiring the necessary skills, knowledge and experience to conduct business dealings or tasks in a
professional manner and keeping abreast of current developments.
Acting with the utmost courtesy at all times.
Giving due consideration not just to the immediate financial effects of decisions but also their wider
implications.
Avoiding practices which could make you vulnerable to financial difficulties or which could lead to
malpractice e.g. gambling (except for very modest stakes).
Seeking help and advice from colleagues where difficulties arise in matters of professional judgment or
conduct and adopting an approach of openness and teamwork.

3.25.4 Corporate Values (in relation to personal conduct)

These include:

Not knowingly allowing the Company to place itself in a position where its duty to one customer or client
conflicts with its duty to another.
Ensuring that the provision of financial services (particularly where this may involve credit facilities) to
suppliers or potential suppliers of goods and services to the Company, is considered on a wholly objective
basis and not tied to any form of reciprocal agreement.
Observing the spirit and letter of regulatory requirements, recognizing that the Financial Services Authority
exercises supervisory responsibility for the CACHE Group as a whole and not just over its banking
subsidiaries registered in the United Kingdom.
Maintaining Company records and systems so that all transactions are recorded in an accurate and prompt
fashion and not falsifying records or obscuring, omitting or misrepresenting facts in records or
communications.
Reporting to the appropriate internal level of authority any behavior which contravenes the law,
regulatory requirements, or the spirit of this Code.

3.25.5 Core Standards of Behavior

The CACHE Group has integrity, trust and excellent customer service at the heart of its values. Application of these
in all that we do builds our reputation, unites us, sets us apart from the competition and ultimately makes us even
more successful.

3.25.5.1 Active Listening

Listens carefully to customers and colleagues giving them undivided attention and asking thoughtful
questions to confirm facts.
Is genuinely concerned about others and is ready to act in their best interests.

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3.25.5.2 Understanding

Greeting customers, clients, suppliers and colleagues in a polite, friendly and personalized manner.
Demonstrating a pleasant, enthusiastic, helpful manner when dealing with customers, clients,
suppliers, colleagues and other people whom we work with or who work in our premises.
Communicating relevant information clearly and accurately.
Treating all customers, clients, suppliers, colleagues and other people whom we work with or who work in
our premises, with dignity and respect, ensuring that each receives the very best service.
Handling all customer, client, supplier and colleague enquiries, instructions and complaints promptly,
willingly, accurately and efficiently.

3.25.5.3 Freedom to Deliver

Taking pride in providing excellent customer service and personal responsibility for getting things right
first time.
Positively challenging existing processes in order to improve the quality of service and remove the barriers
that impede us from deepening our relationship with customers and clients.
Adopting a 'can do' approach and taking appropriate action to meet the needs of customers, clients,
suppliers and colleagues.

3.25.5.4 Integrity

Acting in an open and honest way, recognizing that personal conduct reflects on the Group.
Attending work and carrying out your duties regularly and punctually and being committed to the team
effort.
Actively promoting CACHE as a reputable organization.
Maintaining appropriate standards of responsible behavior, dress and appearance.

3.25.5.5 Straightforward

Welcoming feedback and readily apologizing when mistakes have been made.
Addressing all matters, particularly difficult issues, with frankness, facts and tact.
Ensuring that all commitments given are achievable and fully honored.

3.25.5.6 Forward Thinking

Developing skills and knowledge required to do your current job well and improve your own
performance.
Being adaptable and maintaining a positive approach to change.
Thinking ahead and anticipating customers' and colleagues' needs.

3.25.5.7 Teamwork

Sharing knowledge, best practice and experience to support colleagues in the achievement of their goals.
Leading by example, contributing to team morale.
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Actively contributing to the overall team effort.
Treating all colleagues with dignity and respect.
Placing team goals before own individual goals, if appropriate.
3.26 Rules and Regulations

Whilst the Rules and Regulations do not form part of your contractual terms and conditions of
employment, they do form part of the general standards of conduct which the Company requires all employees to
maintain. Failure to abide by any of the Rules and Regulations may result in disciplinary action being taken against
you, which could include dismissal.

These Rules and Regulations may be altered or modified at any time by notice to you or by circular.

3.27 General

You must not act at any time in any way which, in the opinion of the Company, might cause the Company to be
brought into disrepute. You must at all time act with the utmost integrity and honesty in all your personal and
business dealings. You must report any known breaches of Rules or Regulations, including those by fellow
employees, to your line manager or another appropriate manager as soon as you become aware of them.

3.28 Security and Fraud Prevention

In the interests of security, fraud prevention, your safety and customer service, the Company reserves the right to:

Issue security passes, which may include a photographic image of you.
Search any baggage carried by employees (including hand baggage and parcels of any description) or
vehicles entering or leaving Company premises.
Carry out checks on your educational and professional background and undertake criminal record and/or
credit reference checks.
Provide information to fraud prevention databases that have been established for the purpose of
allowing employers to share data on their employment fraud cases. Should our investigations identify fraud
or the commission of any other criminal offence by you (on your part) when applying for, or during the
course of your employment with us, we will record the details of this on the relevant fraud prevention
databases. We and other organizations may also access this information to prevent fraud and money
laundering.
Where an employee has committed an act of dishonesty either in relation to Group funds or customer
accounts then the act should be reported to the appropriate authorities and support provided in
relation to any prosecution. As appropriate, refunds of any misappropriated monies should be made to the
customer. Notification should also be made to the Groups insurers.
Carry out telephone and CCTV monitoring in the workplace.
Monitor the use of e-mail, the internet, voicemail and text messages sent to Company telephones (mobile or
otherwise), which have either originated from or been received via Company equipment. The Company will
issue appropriate notification should any further monitoring be necessary in addition to the above.

In addition, in the interests of security and fraud prevention, the Company reserves the right to inspect branch
accounts and other facilities held by any employee.

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You should also be aware that any information or evidence gained from such monitoring may be admitted as
evidence in disciplinary situations.

3.29 Communications

You are expected at all times to maintain the highest standards of professionalism and integrity in all that you do,
including your communications with colleagues, customers, clients, suppliers and the public. These standards
apply to communications that are verbal, written (for example, memo, letter, and report) and electronic (including,
but not limited to fax, e-mail, mobile phone text messages, telephone, voicemail or the internet). If sensitive or
confidential information needs to be sent by email to external parties it should only be transmitted using encryption
because unencrypted data could be intercepted and used to commit fraud and/or to damage the reputation of the
Group.

3.30 Personal Finance

You are expected at all times to conduct your personal finances in accordance with the Company's rules and
conditions under which financial facilities are granted to you.

You must not borrow money by overdrawing your personal account without prior authority. If you are in financial
difficulty, you must consult Customer Credit Services or your account holding manager for advice immediately.

The rules and conditions under which financial facilities are granted to you by the Company from any source are set
out in appropriate application forms and/or will be provided to you at the time the facilities are granted to you. All
employees borrowing are subject to customer lending criteria.

You must not borrow from, or lend money to, customers or other employees except in the course of authorized
business.

You must not gamble, except for very modest stakes, and must never put yourself in a situation where you are
financially reliant upon the outcome of a bet or financial speculation.

You must gain the prior agreement in writing of your General or Senior Manager if you wish to be a personal
guarantor for any loan.

3.31 Commitments outside the Company/Dual Employment

You must gain the prior agreement in writing of a Senior Manager if you wish to:

Take or continue with an additional job either inside or outside the Company.
Become or remain a director of a company.
Engage in any other business - this includes business activities undertaken by whatever medium, including
business interests in internet web sites.
Act as an executor, or administrator, attorney or trustee (except for near relatives i.e. spouse, partner,
mother, father, grandparent, brother, sister, child, grandchild).

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Permission will not be granted for you to take on any other role which could adversely affect your job with the
Company, for example where it would mean you are unable to take proper rest periods as required by the Working
Time Regulations 1998 or which would subject you to an actual or possible monetary liability.

Further guidelines are provided in the Dual employment - commitments outside the Group section of the
HR Procedures Manual.

3.32 Giving and Receiving Gifts and Benefits

You must not accept or give any gift (an item of monetary value), hospitality (lunches/dinners, attendance at sporting
or cultural events, weekend breaks, holidays or travel arrangements), or other personal benefit (bequests, favors,
services, loans, fees, anything else of monetary value) from or to any third party (external product provider,
professionals such as accountants and lawyers, non-CACHE suppliers of services, customers) which is likely to
influence (or which other people may think likely to influence) your judgment or conflict with your duties to any
customer or member of the CACHE Group.

In particular, you may not accept or give gifts, bequests or inducements (other than promotional items with a value
under Rs500) from or to any person in relation to your work without approval from your Functional Head.
Such approval will not be given if the item is likely to conflict with your duties, or if it has

Any entertainment or hospitality offered (including lunches, dinners, attendance at sporting or cultural events) may
only be accepted or offered if the level and nature of the entertainment is appropriate. If there is any doubt about the
level and nature of entertainment offered or provided, you must seek prior approval from your Senior Manager.

You should actively, but sensitively, discourage customers, clients or suppliers from offering personal benefits of
any kind (including all types of gifts, favors, services, loans or fees, or anything of monetary value).

3.33 Diversity
3.33.1 The Central Role of Diversity

Diversity is central to CACHEs brand and we value the rich diversity, skills, abilities and creative potential that
people from differing backgrounds and experiences bring to the workplace. Good practice in the implementation of
customer and employee diversity policies sets us apart from our competitors and is crucial for business success.
Every employee plays a vital role in providing quality service to all our customers and helping to create an inclusive
working environment, where everyone can realize their full potential.

3.33.2 Your Obligations

A key aspect of creating a diverse workplace and client base is the non-toleration of any form of discrimination in
relation to sex, marital status, pregnancy, gender reassignment, race, color, disability, sexual orientation, age,
religion or other similar belief, ethnic or national origin. The Company will also not tolerate any form of harassment,
victimization or bullying of any kind. Discrimination, harassment, victimization and bullying are extremely serious
violations of your terms and conditions of employment. Any such behavior is likely to lead to disciplinary action and
may result in your dismissal for gross misconduct.

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3.33.3 Assistance

Further details are provided in the Diversity section of the HR Procedures Manual. In particular, if you believe you
are the victim of any form of discrimination, harassment, victimization or bullying you should follow the guidance
and advice set out in the Diversity section of the HR Procedures Manual, and you may also want to seek help from
your line manager or from Open Line, the Companys confidential and free advice and information service.

3.34 Compliance with Financial Services Regulations and Rules
3.34.1 Compliance Risk

You must be fully aware of your responsibility to comply with applicable laws, rules and codes and to abide by all
published compliance regulations including the Company's procedures for personal dealing in securities.

In addition, managers of Band 5 and above have explicit responsibility (which is reflected in their role profile) to
implement the Group Compliance Policy by containing any compliance risk in conjunction with the relevant
Compliance department. The term compliance embraces all relevant laws, rules and codes with which the business
has to comply.
3.34.2 Operational Risk

All employees must ensure that they keep themselves abreast of changes to operating procedures and practices,
advised legal and regulatory requirements and the impact of new technology as appropriate to their specific roles.

This requirement is contained within managerial and staff role profiles and, if appropriate, should be converted into a
suitable performance objective for relevant individuals.

All direct reports of the CEO and COO or equivalent, and, in turn, their direct reports must complete a formal
takeover process when moving to a new role to ensure an orderly and documented transfer of management
responsibility. Any breaches of internal or external rule/procedure/regulation/law identified during the takeover
process must be detailed in a report submitted to the appropriate level of functional management which outlines the
issues and proposes an appropriate remediation plan.

3.34.3 Whistle-Blowing

The Public Interest Disclosure Act 1998 and the US Sarbanes-Oxley Act 2002 are designed to provide employees,
and other persons such as agency temps, with a procedure to disclose genuine concerns, which seem to involve
unlawful conduct or financial malpractice, and to protect them from victimization when making disclosures. This is
why such disclosures are known as protected disclosures. The disclosure of wrongdoings within an organization is
commonly known as 'whistle-blowing'.

One of the Company's key business values is to be a fair and objective employer and so it has developed a
procedure, in line with the above Acts, to help you raise any concerns about wrongdoings at work. Under the
Companys procedure the following are protected disclosures:

Breaches of legal and regulatory requirements by any Group company, including the committal of a
criminal offence, a miscarriage of justice or a failure to comply with a legal obligation.
Failure to adopt policies consistent with the Group Standards Manual.
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Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement.
Fraud or deliberate error in the recording and maintaining of financial records of any Group company.
Deficiencies in or non-compliance with any Group companys internal accounting controls.
Deviation from full and fair reporting of any Group companys financial condition.
Misrepresentation or false statement to or by a Group Executive Officer or Accountant regarding a matter
contained in the financial reports or audit of any Group company.

You can make a protected disclosure by reporting the matter to your line manager or Human Resources. However,
any disclosures falling within categories 2-7 must, due to our legal obligations, be reported to Group Compliance. If
you feel unable to raise the matter with your line manager, or Human Resources, for whatever reason, you should
call the Management Group Alternatively; you may send an email to: Management@Cachedigitech.com

However, if your concern relates to your personal position, rather than a concern about malpractice, it will normally
be more appropriate for you to use the Companys Grievance Procedure, which is set out in the HR Procedure
Manual.

Full details of the Whistle-Blowing procedure, along with the CACHE Groups general policy on disclosure, are
contained in the HR Procedures Manual.

3.34.4 Data Protection
3.34.4.1 Personal Data and Sensitive Data

The type of personal data that we hold may include information relating to payroll processing, references, family and
other contact details and records (including, for example, job applications, and when relevant and permitted, details
of any grievance and disciplinary procedures) relating to your recruitment and career with us.

We will only collect and process data in a fair and lawful manner. Sensitive data will only be processed with your
agreement, unless required to meet statutory obligations. The types of sensitive data we hold about you may
comprise of:

(i) Information about your health, which would be used to ensure compliance:

With health and safety and occupational health obligations.
When considering any health issues that may affect your ability to work.
If you are disabled.
Should you require time off work or special arrangements to look after a family member or friend, we may
keep a record of such absences.
For administration and management of insurance, pension, sick pay and other similar benefits.

(ii) Recording racial or ethnic origin or religious beliefs. This data is held to fulfil our statutory obligations to ensure
equality of opportunity at work.

(iii) Information for security, fraud prevention and regulatory purposes. We may in the course of your recruitment
and periodically during your career undertake appropriate security and credit reference checks.

In some instances we may be required by law to provide certain information to a third party, such as the
HM Revenue & Customs, governmental or non-governmental regulatory bodies.

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Information may also be exchanged with other members of the CACHE Group for purposes connected with your
career, for payroll and administrative purposes, and for audit requirements. Information may also be processed on
our behalf by members of the CACHE Group and/or third parties. However, whether or not such information is
processed outside the European Economic Area (where there may be less stringent data protection laws) it will be
protected by a strict code of secrecy and security and will only be used in accordance with our instructions. If your
personal data is transferred or held overseas, we will ensure your rights as an individual are protected.

In order to give you information about products and services we provide together with products supplied by selected
third parties, we may use, analyze and assess information that is held about you. We may pass information to other
members of the CACHE Group so that they may do the same, but your name and address will not be disclosed for
marketing purposes unless you have given your consent.

For security and administrative purposes we may monitor and/or record both external and internal telephone calls.
In the interests of security and your own personal safety we may also use CCTV recording equipment in and around
our premises. Photographs and images are also taken and used for security purposes, e.g. on security passes.

We may monitor the use of e-mail, including attachments and internet facilities for both personal and business
purposes, together with text messages sent, using bank equipment

Under Data Protection legislation, you can ask in writing for a copy of certain personal records we currently
hold about you.

Further information relating to the handling of personal information, including making a request for copies of
personal information, can be found in the Data Protection and Privacy Business Instruction Manual on the intranet.

3.34.4.2 Employees' Responsibilities

Unauthorized disclosure of third party personal data is a serious offence and can result in prosecution.
Therefore you must ensure that you:
Do not disclose any individuals personal data without authority.
Do not treat personal data carelessly.
Lock all data (including disks, tapes, paper printouts etc.) away when not in use.
Do not disclose your computer password to any unauthorized person.
Only use personal data for the lawful purposes for which the Company has been registered.
Do not write personalized or derogatory comments about a customer, client, supplier, colleague or any
other third party.

Guidelines on regulations and procedures regarding the handling of information relating to customers and employees
are set out in the Data Protection - use, retention and disclosure of personal data and Data Protection - regulations for
staff files sections of the HR Procedures Manual.

3.34.4.3 Use of Information Technology

You must strictly observe the Companys rules in relation to information technology. In particular you must:

Conform with any security measures which are in place to protect the Company's data and/or
computer equipment and access control.
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Exercise proper control over passwords, Personal Identification Numbers or any other security mechanisms,
and ensure that any information technology resources which are in your control (such as access to a
computer, laptop, mobile phone, and blackberry) are kept secure and safe at all times.
Lock all devices when not in use.
Erase all information when it is no longer required to ensure it cannot be recovered maliciously. This
includes physically destroying any CD and DVD media that cannot be erased.
Observe any rules, regulations, codes or internal procedures which are in place with regard to the use of the
Companys equipment including mobile phones, two-way pagers, blackberrys and PDAs (whether
for business or personal use).
Ensure that guests, visitors and contractors are aware of the Companys policies regarding the use of the
Companys equipment.
Be vigilant and report any contravention of the Companys Security Guidelines to senior management or to
IT Security.

You must not:

Install or use unauthorized software on Company equipment either on or off Company premises.
Use unauthorized computer equipment to process the Company's data.
Make unauthorized copies of software.
Enter systems without proper authority.
Access or attempt to access any data maintained on any of the Group computer systems, which you are not
specifically authorized to access.
Access customer or employee records without a specific business need or operational reason.
Effect changes or make transactions on your own account or any account with which you are
associated.
Take photographs or video images in any Company premises, using any kind of equipment (including
mobile phone cameras) without the prior permission of senior management or security management.
Connect (physically or by any type of wireless) any unauthorized device to the Companys computer
systems or networks. No personal data storage device is to be attached to the Companys systems without
prior management approval and without ensuring that the appropriate security controls for data storage are
applied. (A personal data storage device is defined as any non-Company owned device that has the
capability to have data transferred and stored on it).
Take photographs that infringe personal privacy or customer or client confidentiality (for example on
special occasions, at award ceremonies etc.), or that compromise the security of employees,
customers, clients, premises and equipment.
Use mobile phones in areas such as computer rooms, network rooms and trading floors where their use
may cause distraction or a breach of security or compliance regulations. Relevant business specific or
local instructions should be followed.

Digital recording devices such as floppy discs, CDs and DVDs should only be used to store Company and/or Group
information if there is no other alternative. Devices of this type are vulnerable to compromise and can be easily
read. You must consider carefully the risks of storing sensitive information on mobile recording devices and the
potential danger to the Company if the information is lost. As a matter of course, if documents are being physically
transported, they should be password protected. If in any doubt, err on the side of caution and do not use these
devices until you have spoken to your line manager for advice.

Mobile recording devices should never hold the only copy of information stored. Another copy must always exist on
a Company owned computer to provide contingency.

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In all circumstances local management may restrict use of these devices further if it is deemed appropriate
and in the interests of the security of the Company and/or Groups information and the protection of employees,
customers and clients.

Unauthorized software comprises any software that is not on the Group's IT list of approved software or which has
not been procured via the Purchasing Department (or future equivalent) and includes any unsolicited software,
demonstration software that has not been previously checked by Group IT Security and any software that is
delivered in such a way that it may have been tampered with.

You are required to act in accordance with the Companys policies and guidelines on the security of information and
the use of information technology at all times. Security Guidelines on the regulations and procedures regarding
information technology are encapsulated in the document entitled Group IT Security Standards which is
available on the Group IT intranet under IT Security, Group IT Security Awareness.

The policy explaining the appropriate use of Group e-mail systems and the internet, and also what inappropriate use
is, is contained in the Internet, e-mail and company mobile phones section of the HR Procedures Manual, which is
available with HR. You should note that the Company may monitor the content of emails and other electronic
messages sent from its property. The Company will also monitor internet use and content when using the internet.

Failure to comply with any of these requirements and, in particular, the use of unauthorized software on Group
equipment is an extremely serious violation of your terms and conditions of employment. Any such failure is likely
to lead to disciplinary action and may result in your dismissal for gross misconduct.

3.34.5 Health, Safety and Fire

The Company attaches the greatest importance to the health, safety and welfare of its employees at work. Every
effort is made to provide safe working conditions and to prevent fire or other damage.

However, no safety policy is likely to be successful unless it has the co-operation of all employees. Everyone should
do everything possible to prevent injury to themselves or others.

The Health and Safety at Work Act and subsequent regulations place the duty on every employee, while at work, to:

Take reasonable care for the health and safety of themselves and others.
Co-operate with the employer in meeting the duties and requirements of the relevant statutory
provision.

As an employee of the Company, you have a personal responsibility to take care of yourself and others and to avoid
placing yourself or others in a situation that is hazardous or a risk to health.

You must also ensure that you are familiar with all Company emergency procedures, including actions to take on
discovery of a fire, bomb or other hazard. If you are unsure about or unfamiliar with the Companys
emergency procedures you must speak to your line manager. As your employer, the Company has a duty to the
health, safety and welfare of all employees.

These responsibilities, together with procedural arrangements, are detailed in the Health, Safety and Fire Manual.

The specific objectives of the Company's Health, Safety and Fire Policy are to:

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Promote a healthy and safe working environment;
Ensure each employee accepts health and safety as a major part of their individual responsibilities;
Identify health, safety and fire hazards in advance, and control the risks;
Ensure all legal requirements are satisfied.

Further details on Health and safety, including information on First aiders and specific areas of risk, such as Upper
limb disorder and Night workers are contained in the Health Section of the HR Procedures Manual.

3.34.6 Dress and Appearance

Whether or not your job involves contact with the public, you are required to dress in a way that the Company
considers appropriate to the business situation. Account will be taken of religious and cultural norms. Styles that
could offend normally accepted standards will not be permitted.

Dress and appearance requirements may be varied by local arrangement at your place of work. Any particular
requirements will be brought to your attention during your employment.

3.34.7 Alcohol and Drug Misuse

An employee who suspects they have a drug or alcohol dependency is actively encouraged to seek help through the
Companys Occupational Health Services or Open Line, a free and confidential service which provides counselling
and information to all Company employees. For further details on Open Line, please visit the Open Line intranet
site.

In order to help the employee (and subject always to the employees permission), Occupational Health will usually
need to liaise with the employees line manager who will therefore need to be advised in general terms as to the
nature of the problem. Clinical details are not disclosed and remain confidential unless the individual gives written
permission to the contrary.

Dependency is distinguished from cases where an employee might occasionally arrive at work under the influence of
alcohol or drugs. Such cases will be dealt with under normal disciplinary procedures. Incapability at work caused by
alcohol or drugs is treated as a very serious matter and may result in your dismissal for gross misconduct.

3.35 Learning & Development

The Learning & Development team has learning and development professionals who are responsible for a wide
range of learning activities, all of which are accessible through 'My Learning'. The team liaises with business units to
provide the best learning solutions throughout the Company and the CACHE Group. Youre learning may be
provided face to face at our premier Group Management Training College in Hertfordshire, through personal
coaching or with online, video and paper-based learning materials.

A wealth of knowledge exists in the Companys unique LEAP library which provides access to over 2,800 resources
with speedy delivery. Take a look at 'My Learning' at some of the vast array of resources that will suit your needs.

3.36 Professional and Technical Qualifications

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If you would like to study for a specific professional or technical qualification, the Company may be able to provide
assistance. Further information about the procedures involved can be found in the Professional and postgraduate
qualifications section of the HR Procedures Manual.

4 DOCUMENT REVISIONS
Revision Date Version
Number
Changed By Changes Made
1-Jan-2013 1.0 Prarthana Gupta Draft
1-Oct-2013 1.1 PRASHANT SRIVASTAVA Version update

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