Whistle Blower Policy / Vigil Mechanism

1. Preface

In alignment with the Reserve Bank of India (RBI) guidelines and to uphold exemplary corporate governance standards, Oriental Finstock Services Private Limited (OFSPL) has established a robust **Whistle Blower Policy**. This policy enables stakeholders, including employees, directors, and their representative bodies, to report concerns regarding unethical or illegal practices freely and without fear of retaliation, ensuring compliance with regulatory requirements.

2. Objective of the Policy

The objective of this policy is to foster a culture of responsible and secure whistleblowing, protecting individuals who raise concerns about serious irregularities within OFSPL. It encourages employees and directors to report genuine concerns about suspected misconduct, such as **unethical behaviour, fraud, or violations of RBI regulations or company policies**, without fear of reprisal or unfair treatment. The policy provides safeguards against victimization and allows direct access to the **Chairperson of the Board or Audit Committee** in exceptional cases.

This policy is not intended to bypass confidentiality obligations, question legitimate financial or business decisions, or serve as a channel for malicious or baseless allegations against colleagues or management.

3. Scope of the Policy

This policy applies to **malpractices, suspected fraud, misuse of authority, violation of company rules or RBI regulations, negligence endangering public health or safety, misappropriation of funds**, or any activity adversely affecting OFSPL’s interests. It encourages employees and directors to raise concerns internally before seeking external resolution, ensuring compliance with RBI’s regulatory framework for Non-Banking Financial Companies (NBFCs).

4. Definitions

1. Audit Committee: A committee constituted by the Board of Directors of OFSPL, as mandated by RBI guidelines.
2. Board: The Board of Directors of OFSPL.
3. Company: Oriental Finstock Services Private Limited and all its offices.
4. Employee: All current employees and directors of OFSPL.
5. Protected Disclosure: A good-faith communication disclosing evidence of unethical or improper activities, including violations of RBI regulations.
6. Subject: An individual or group against whom a Protected Disclosure is made or investigated.
7. Vigilance and Ethics Officer: An officer, currently the Company Secretary, appointed to receive and process Protected Disclosures, maintain records, and report to the Board/Audit Committee.
8. Whistle Blower: An employee, group of employees, or director making a Protected Disclosure under this policy, also referred to as the complainant.

5. Reporting of Protected Disclosures

All employees and directors are eligible to make Protected Disclosures regarding matters concerning OFSPL, including non-compliance with RBI regulations, fraud, or unethical conduct. The policy ensures protection from reprisal, discrimination, or adverse employment consequences.

Protected Disclosures must be reported in writing as soon as the whistleblower becomes aware of the issue, ensuring clarity. Disclosures can be made via:

• Email: Send to info@orientalfinstock.com with the subject **“Protected Disclosure under Whistle Blower Policy.”**
• Letter: Send in a sealed envelope marked **“Protected Disclosure under Whistle Blower Policy”** to the Vigilance and Ethics Officer, typed or legibly written in English or Hindi.

To protect the whistleblower’s identity, no acknowledgment will be issued, and complainants are advised not to include their name or address on the envelope or engage in further correspondence unless required. **Anonymous or pseudonymous disclosures will not be entertained.** Misuse of the policy through frivolous or mala fide complaints is prohibited and may lead to disciplinary action.

Required Details for Disclosure

Disclosures should include:

1. Details of involved parties.
2. Location and department where the issue occurred.
3. Date or period of the incident.
4. Nature of the concern (e.g., financial reporting, legal violation, employee misconduct, health/safety issues, or RBI non-compliance).
5. Supporting evidence or its location, if available.
6. Contact details for further information, if possible.
7. Prior efforts to address the issue, if any.

Disclosures against the Vigilance and Ethics Officer should be addressed directly to the **Chairperson of the Board/Audit Committee**.

6. Receipt, Investigation, and Disposal of Protected Disclosures

Initial Steps and Record Details

Upon receiving a Protected Disclosure, the Vigilance and Ethics Officer or Chairperson of the Board/Audit Committee will record the disclosure, verify the complainant’s identity, and conduct an initial investigation or delegate it, ensuring compliance with RBI guidelines.

Records must include:

• Brief facts of the disclosure.
• Whether the issue was previously raised and its outcome.
• Actions taken by the Vigilance and Ethics Officer or Chairperson.
• Findings and recommendations.

Investigation Process

• An investigation is a **neutral fact-finding process**, not an accusation.
• The **Subject** will be informed of allegations at the start of a formal investigation and given opportunities to provide inputs.
• Subjects must cooperate fully, or face disciplinary action, including termination, for non-cooperation or providing false information.
• Subjects must not interfere with the investigation.
• Investigations will be completed within **90 days**, extendable as deemed necessary by the Board/Audit Committee.
• All information remains confidential, except as required for the investigation or compliance with RBI or other applicable laws.

Disposal

If an investigation confirms unethical or improper conduct, the Vigilance and Ethics Officer will recommend disciplinary or corrective actions to management, proportionate to the offense. OFSPL may take measures to prevent further violations. **False allegations by a whistleblower will result in disciplinary action** per company policies. Regular reports on disclosures and investigation outcomes will be submitted to the Board/Audit Committee.

7. Protection

OFSPL prohibits **retaliation, discrimination, or harassment** against whistleblowers who report Protected Disclosures in good faith. Employees retaliating against a whistleblower face strict disciplinary action, including termination. Whistleblowers experiencing retaliation should report to their supervisor, manager, or the Vigilance and Ethics Officer, or, in exceptional cases, the Chairperson of the Board/Audit Committee. The company will ensure the whistleblower’s identity remains confidential to the extent permitted by law.

8. Retention of Documents

OFSPL will retain documentation of all Protected Disclosures for a minimum of **five years** or as required by RBI or other applicable laws. This includes complainant submissions, relevant company documents, and records of the company’s response. Confidentiality will be maintained as far as practicable.

9. Amendment to this Policy

OFSPL reserves the right to amend or modify this policy at any time to ensure compliance with RBI regulations, local, state, or central laws, or to accommodate organizational changes. Amendments will be notified to employees and directors to be binding.