Whistle-Blower & Vigil Mechanism Policy

NAVABHARAT LIMITED (“NBL”) has instituted a Code of Ethics and Code of Conduct that delineates the principles and standards governing the conduct of the company and its employees. Any actual or potential breach of this code constitutes a matter of serious concern to the company. The responsibility of employees in identifying and reporting such breaches cannot be overstated. Consequently, this Whistleblower Policy has been established to provide a framework for employees to raise concerns pertaining to any violations of legal or regulatory obligations, as well as any inaccuracies or misrepresentations in financial statements and reports.

NAVABHARAT LIMITED (“NBL”) is firmly committed to maintaining the highest standards of ethical, moral, and legal conduct in all its business activities. To uphold these standards, the company actively encourages employees who have concerns regarding suspected misconduct to come forward and voice their concerns without the fear of retaliation or adverse consequences. This policy is intended to provide a safe and confidential avenue for employees to report any violations of legal or regulatory standards, as well as any inaccuracies or misrepresentations in financial statements and reports.

The definitions of some of the key terms used in this Policy are given below. Capitalized terms not defined herein shall have the meaning assigned to them under the Code.

Audit Committee

means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013.

Employee

means every person on the rolls of the Company including its subsidiaries.

Code

means the NAVABHARAT LIMITED’s (“NBL”) Code of Conduct.

Policy or This Policy

means, “Whistleblower & Vigil Mechanism Policy.”

Protected Disclosure

refers to any concern raised via email or in writing (either handwritten or typed in the English language) that is made in good faith and reveals or indicates information potentially evidencing unethical or improper activities. It is essential that protected disclosures are based on factual information and not on speculation.

Senior Management

refers to personnel within the company who are part of its management or core management team, excluding independent directors. This definition also encompasses all members of management who hold positions one level below the Managing Director (MD) and Chief Executive Officer (CEO) or Manager.

Subject

means a person or group of persons against or in relation to whom a protected disclosure is made or evidence gathered during the course of an investigation under this policy.

Whistleblower

is someone who makes a protected disclosure under this policy.

Whistle Blower Complaints Officer

means an officer who is nominated / appointed by Board of Directors for receiving the protected disclosure from the employees and for conducting detailed investigation of the disclosure received from the whistleblower and recommend disciplinary action.

Vigil Mechanism

means Mechanism established under Section 177 of the Companies Act, 2013 and it shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Company

means, “Navabharat Limited.”

Good Faith

An employee shall be communicating in “good faith” if there is a reasonable basis for reporting unethical or improper practices, or any other alleged wrongful conduct. However, good faith will be considered absent if the employee lacks personal knowledge of the facts underlying the communication, or if the employee knew or should have reasonably known that the communication regarding the unethical or improper practices, or alleged wrongful conduct, was made with malicious intent, or was false or frivolous.

Disciplinary action

means any action that can be taken on the completion of / during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension or termination from official duties or any such action as is deemed to be fit considering the gravity of the matter.

• Policy Extension: This policy serves as an extension of the Code of Conduct. The whistleblower’s role is solely to report reliable information and is not required or expected to act as an investigator or fact-finder. Nor is the whistleblower responsible for determining the appropriate corrective or remedial action that may be necessary. Whistleblowers are responsible for providing initial information based on a reasonable belief that improper or unethical practices have occurred.
• Limited Role in Investigation: Whistleblowers do not have the right to participate in investigative activities beyond what is requested by the Whistleblower Complaints Officer.
• Handling of Disclosures: Protected disclosures will be appropriately managed by the Management or the Whistleblower Complaints Officer, depending on the circumstances.
• Non-Substitution of Grievance Procedures: This policy is not intended to replace the company’s grievance procedures, nor should it be used to raise malicious or unfounded allegations against colleagues.
• Safeguards for Whistleblowers: The company provides necessary safeguards to all whistleblowers who make protected disclosures in good faith.
• Scope of Policy: The policy applies to malpractice or suspected malpractice, including but not limited to:

1. Abuse of authority
2. Breach of contract
3. Negligence resulting in significant danger to public health and safety
4. Manipulation of company data or records
5. Financial irregularities, including fraud, suspected fraud, deficiencies in internal controls, deliberate errors in financial statement preparation, or misrepresentation of financial reports
6. Any unlawful acts, whether criminal or civil
7. Theft of confidential or proprietary information
8. Deliberate violation of laws or regulations
9. Misuse or misappropriation of company funds or assets
10. Breach of company policy or failure to implement or comply with any approved company policy.

The Whistle Blower Complaints Officer is duly authorized by the Board of Directors to receive / oversee any protected disclosures reported under this policy. He/She is responsible for ensuring appropriate action.

Under the Vigil Mechanism established pursuant to Section 177 of the Companies Act, 2013, a committee composed of the Chairperson of the Audit Committee, the Chairperson of Board meetings, and the Managing Director & CEO shall review complaints submitted by the Whistleblower Complaints Officer. This committee is responsible for conducting a thorough investigation into the disclosures received from whistleblowers, with the depth of the investigation depending on the position of the person against whom the complaint has been made.

The Vigil Mechanism must also ensure adequate safeguards against the victimization of individuals who utilize this system. Furthermore, the mechanism shall allow for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

• Protection of Genuine Whistleblowers: Genuine whistleblowers will be granted complete protection from any form of unfair treatment, as outlined in this policy. However, any misuse of this protection will result in disciplinary action.
• Exclusion from Protection for False Allegations: Protection under this policy does not extend to whistleblowers who knowingly make false or baseless allegations, or who act with malicious intent. Such individuals remain subject to disciplinary action.
• Disqualification for Bad Faith Disclosures: Whistleblowers who make protected disclosures that are later determined to be malicious, frivolous, baseless, or made in bad faith will be disqualified from making further protected disclosures under this policy.

Whistleblower Policy and Procedures:

• Employees of the company may use the channels provided under this policy to raise issues covered by the policy. The whistleblower must provide corroborating evidence, to the extent possible, to facilitate the commencement of an investigation within 30 days of noticing the irregularity or breach. Protected disclosures may be submitted via email or in writing (handwritten or typed in English) and can be delivered by hand, courier, or post to the Whistleblower Complaints Officer at Navabharat Limited (“NBL”) via email at whistleblower@nbl.in.
• If a protected disclosure is received by the Chairperson of the Audit Committee, any financial/accounting matters will be forwarded to the Audit Committee for investigation. The Audit Committee may involve an investigator or a group within the company for the investigation. For other disclosures, the Vigil Mechanism Committee will investigate, with the Whistleblower Complaints Officer facilitating the process.
• The Whistleblower Complaints Officer will verify the identity of the whistleblower before considering the case for investigation, using the contact details provided in the disclosure form, while maintaining confidentiality.
• The whistleblower must base their disclosure on firsthand experience and provide adequate supporting data. If the disclosure is determined to have been made with malicious intent or found to be frivolous or not genuine, the whistleblower will be subject to disciplinary action.
• Whistleblowers must cooperate fully with the investigating authorities while maintaining confidentiality.
• Investigation subjects will be informed of the protected disclosures made against them at the start of the formal investigation process and will have opportunities to provide explanations throughout the investigation.
• The investigation may involve the review of documents and interviews. Any person required to provide documents or access to systems for the investigation must do so, and those requested for interviews must make themselves available at reasonable times and cooperate fully.
• Subjects of the investigation must not interfere with the process, either directly or indirectly, until its completion.
• Subjects must not destroy or tamper with any evidence and are obligated to cooperate with the Whistleblower Complaints Officer until the investigation is complete.
• The Whistleblower Complaints Officer, along with the Vigil Mechanism Committee, will conduct the inquiry in a fair and unbiased manner.
• Upon completion of the investigation, subjects will be informed of the results in writing and will have an opportunity to respond to the findings.
• If the disclosure concerns a criminal offense, the Whistleblower Complaints Officer will notify the Managing Director & CEO, the Manager, and the Chairperson of the Vigil Mechanism, and appropriate action, including reporting to the police, will be taken.
• The Whistleblower Complaints Officer, as part of the Vigil Mechanism, will facilitate timely investigations and submit a written report with findings and recommendations to the Vigil Mechanism Committee, chaired by the Audit Committee Chairperson. This report will be presented to the Board of Directors no later than 90 days from the date of the disclosure. The Board may extend this timeframe based on the circumstances.
• Although it may be difficult to provide regular updates to the whistleblower, the Whistleblower Complaints Officer will inform them of the investigation’s outcome and recommendations, subject to confidentiality obligations.

Contact Information:

Protected disclosures may also be submitted directly to the Chairperson of the Board of Directors or the Managing Director at & CEO& Whole Time Director of the Company through mail.

Disclosures involving Department Heads, the Whistleblower Complaints Officer, or any person below the Managing Director & CEO/Manager level should be sent directly to the Managing Director & CEO/Manager or the Chairperson of the Vigil Mechanism.

Protected Disclosure Submission Requirements:

1. Name, address, and contact details of the whistleblower.
2. A brief description of the alleged malpractice, including the names of those involved and specific details such as time and place of occurrence.
3. For written submissions, disclosures should be sealed in an envelope marked “whistleblower” and addressed to the appropriate authority depending on the disclosure.

If the whistleblower experiences or is threatened with any form of retaliatory action as a consequence of making a disclosure, they may promptly notify the Whistleblower Complaints Officer in writing. The Whistleblower Complaints Officer shall duly acknowledge and investigate each such complaint or feedback and, where necessary, recommend appropriate measures to safeguard the whistleblower from further retaliatory actions. The Officer shall also ensure the implementation of such measures to protect the whistleblower.

All concerns and issues raised under this policy shall be treated in a confidential manner except to the extent necessary to conduct a complete, fair and effective investigation. Similarly, the identities of the whistle blower and the investigation subject shall be treated with confidentiality at all times and shall only be disclosed to the Vigil Mechanism committee for facilitation of proper investigation, if required.

Should an investigation conclude, based on the findings of the Whistleblower Complaints Officer, that an improper or unethical act has indeed been committed, the Whistleblower Complaints Officer shall formally recommend to the management of the company that appropriate disciplinary or corrective actions be taken. The management shall exercise its discretion in determining the nature and extent of such actions, which may include, but are not limited to, reprimands, warnings, suspensions, terminations, or any other corrective measures deemed necessary to address the misconduct. It is further clarified that any disciplinary or corrective measures imposed on the subject of the investigation, as a result of the findings under this policy, shall strictly adhere to the company’s established personnel or staff conduct guidelines, as well as its disciplinary procedures. These actions must comply with all applicable laws, internal regulations, and employment agreements. The subject shall be afforded due process rights, including the opportunity to respond or appeal, as stipulated under the company’s disciplinary framework. This ensures that any action taken is consistent with the principles of fairness, due process, and in accordance with the company’s policies and legal obligations.

• The Whistle Blower Complaints Officer shall submit a report to the Board of Directors of the company if disclosure(s) is / are received in previous quarter, nature of complaint, outcome of investigation, actions recommended by the whistle and implementation of the same.
• The Whistle Blower Complaints Officer should also report to the Board of Directors of the company the concern raised for victimization for employment related matters by the whistle blower and action taken by him. Such reports on the above shall be reviewed and recorded by the Board of Directors of the company.

All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of seven years.

The company retains the absolute right to amend, alter, or modify this policy, in whole or in part, at any time, without providing any specific reason for such changes. Any such amendment or modification will become binding on all employees upon written notification of the changes. While the company has made its best efforts to comprehensively define the procedures for the implementation of this policy, it acknowledges that there may be instances where certain issues are not expressly addressed or where ambiguities in the procedures arise. In such cases, these challenges or ambiguities will be resolved in accordance with the overarching intent and spirit of the policy. The company reserves the right to interpret the policy as necessary to address such issues, ensuring alignment with its purpose of promoting ethical practices and good corporate governance. Furthermore, the company may periodically establish additional rules, guidelines, or procedures as needed to effectively implement the policy and further its objectives. These supplementary rules or procedures will be consistent with the policy’s intent and will serve to reinforce the company’s commitment to maintaining a robust framework for corporate governance and ethical conduct.