Whistle Blower Policy / Vigil Mechanism

Satya Capital Services Private Limited

1. PREFACE

In alignment with the Reserve Bank of India (RBI) guidelines and to uphold exemplary corporate governance standards, Satya Capital Services Private Limited (SCSPL) 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 SCSPL. 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 SCSPL’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

Audit Committee:

A committee constituted by the Board of Directors of SCSPL, as mandated by RBI guidelines.

Board:

The Board of Directors of SCSPL.

Company:

Satya Capital Services Private Limited and all its offices.

Employee:

All current employees and directors of SCSPL.

Protected Disclosure:

A good-faith communication disclosing evidence of unethical or improper activities, including violations of RBI regulations.

Subject:

An individual or group against whom a Protected Disclosure is made or investigated.

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.

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 SCSPL, including non-compliance with RBI regulations, fraud, or unethical conduct. The policy ensures protection from reprisal, discrimination, or adverse employment consequences. It is not meant to address personal grievances, career-related issues, or matters already resolved through internal disciplinary procedures.

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 satyacapital1995@gmail.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.

Whistleblowers are reporting parties, not investigators, and are not responsible for determining corrective actions. Disclosures should include:

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

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

6. RECEIPT, INVESTIGATION, AND DISPOSAL OF PROTECTED DISCLOSURES

Upon receiving a Protected Disclosure, the Vigilance and Ethics Officer or Chairperson of the Board/Audit Committee will:

• Record the disclosure and verify the complainant’s identity.
• Conduct an initial investigation or delegate it to another officer, ensuring compliance with RBI guidelines.
• Forward the matter to the Board/Audit Committee for further investigation and action.

Record Details:

• 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 may consult persons of their choice (excluding investigators, the Vigilance and Ethics Officer, or the whistleblower) and 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. SCSPL 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

SCSPL 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 and take steps to minimize difficulties faced by the whistleblower.

8. RETENTION OF DOCUMENTS

SCSPL 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

SCSPL 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.