Vigil Mechanism & Whistle-Blower Policy

1. Introduction

Port City Nidhi Limited is committed to maintaining the highest standards of ethics, integrity, transparency, accountability, and corporate governance. This Vigil Mechanism and Whistle-Blower Policy provides a structured framework through which employees, directors, and external stakeholders can report genuine concerns regarding illegal or unethical conduct without fear of retaliation.

2. Objective

• Establish a reliable, confidential, and transparent mechanism for reporting genuine concerns.
• Ensure adequate safeguards against the victimization or harassment of Whistle-Blowers.
• Standardize the process for investigating disclosures and initiating appropriate corrective actions.

3. Legal Framework

This Policy is framed pursuant to Section 177 of the Companies Act, 2013 read with applicable rules and regulatory guidelines governing Nidhi companies, ensuring compliance with statutory corporate governance and oversight standards.

4. Scope

This Policy applies to all internal and external parties interacting with Port City Nidhi Limited, including:

• Members of the Board of Directors.
• Permanent, temporary, and contractual employees across all branches.
• Consultants, vendors, contractors, and service providers.
• Shareholders and other business stakeholders.

5. Definitions

For the purpose of this Policy, the following terms shall have the meanings assigned to them below:

• Whistle-Blower: Any Director, Employee, Member, Consultant, Vendor, Contractor, Service Provider, or Stakeholder who reports a genuine concern or suspected misconduct in good faith.
• Protected Disclosure: A written or verbal communication made in good faith concerning unethical behaviour, fraud, corruption, financial irregularities, violation of law, abuse of authority, or any other reportable matter covered under this Policy.
• Subject: The individual or group of individuals against whom a Protected Disclosure has been made or who is alleged to have committed or attempted to commit misconduct.
• Audit Committee: The Committee of the Board of Directors responsible for administering, monitoring, and reviewing the implementation of this Vigil Mechanism and Whistle-Blower Policy.
• Investigator: Any person or committee authorised by the Audit Committee to examine, verify, and investigate a Protected Disclosure in an impartial and confidential manner.

6. Guiding Principles

• Confidentiality: Maintaining strict secrecy regarding the whistle-blower's identity and investigation details.
• Protection from Retaliation: Complete immunity from retaliation, termination, demotion, or discrimination for good-faith reporting.
• Fairness & Impartiality: Conducting unbiased investigations while offering a fair opportunity to the Subject to present their side.
• Timely Resolution: Prompt receipt, assessment, investigation, and resolution of all reported disclosures.

7. Reportable Matters

The policy covers genuine concerns regarding activities that could harm the reputation, operations, or financial standing of the Company, including:

• Fraud, theft, embezzlement, or misappropriation of company assets/funds.
• Financial misstatements, false record-keeping, or accounting malpractices.
• Corruption, bribery, or illegal kickbacks.
• Regulatory, statutory, or legal non-compliance.
• Conflicts of interest and insider abuse of authority.
• Data security breaches, unauthorized access, or loss of confidential customer/company data.
• Systemic governance failures or intentional damage to public safety/environment.

8. Matters Excluded

The following issues fall outside the purview of this Policy and must be addressed through designated alternative channels:

• Personal Grievances & HR Matters: Individual employment terms, salary disputes, performance evaluations, or interpersonal conflicts with peers/supervisors. These must be raised with the HR department.
• Sexual Harassment: Complaints must be directed to the Internal Complaints Committee (ICC) under the POSH Policy.
• False Allegations: Knowingly false, frivolous, or malicious allegations intended to defame an individual.

9. Responsibility to Report

Every employee and stakeholder is encouraged to promptly report any observed or suspected wrongdoing. Disclosures should be supported by specific facts, dates, documents, or evidence wherever possible to facilitate an effective investigation.

10. Reporting Channels

Disclosures may be submitted through the following official email channels:

Direct Escalation to Audit Committee Chairman: Employees and stakeholders have the right to submit disclosures directly to the Chairman of the Audit Committee via:

• Email: portcityreports@gmail.com
• Physical Letter: The Chairman of the Audit Committee, Port City Nidhi Limited, 21D/2 W.G.C Road, Tuticorin – 628002 (Marked 'Private and Confidential').

11. Audit Committee Oversight

The Audit Committee shall supervise the implementation of this Policy and conduct periodic reviews. The current composition of the Audit Committee is:

Mr. S. Satheesh Ramkumar(Independent Director)-Chairman
• Adv. S.T.Alaguvel — Member
• Adv. R. Iswaryabai — Member

12. Investigation Procedure

1. Receipt & Registration: Acknowledgment of complaint receipt within 3 working days.
2. Preliminary Review: The Audit Committee evaluates whether the issue constitutes a valid Reportable Matter.
3. Formal Investigation: An independent officer or third-party investigator is appointed to gather evidence, interview relevant parties, and document findings.
4. Findings & Recommendations: An investigation report is submitted to the Audit Committee with findings and proposed remedies.
5. Closure: Appropriate corrective measures are implemented, and outcome details are securely archived.

13. Protection of Whistle-Blowers

• No Retaliation: Whistle-blowers acting in good faith are protected from termination, suspension, demotion, harassment, transfer, or loss of privileges.
• Direct Remedy: Any whistleblower facing retaliation may report it directly to the Chairman of the Audit Committee for immediate intervention.

14. Confidentiality

The identity of the Whistle-Blower, Subject, and investigation details will remain strictly confidential. Disclosures are shared strictly on a 'need-to-know' basis with authorized personnel involved in the investigation.

15. False Complaints

Submitting deliberate, malicious, or false allegations is a serious breach of ethical conduct. Knowingly false reporting may lead to strict disciplinary action, up to and including termination of employment or legal proceedings.

16. Corrective Actions

Based on investigation findings, the Company may implement the following actions:

• Formal disciplinary action (warning, suspension, dismissal) against guilty personnel.
• Legal recovery of financial losses or damaged property.
• Strengthening of internal control systems and operational processes.
• Mandatory reporting to regulatory or law enforcement authorities, where statutory violations occur.

17. Record Retention

All complaints, preliminary assessments, investigation notes, and final reports shall be maintained securely in the custody of the Audit Committee for a minimum period of 8 years or as prescribed under law.

18. Roles and Responsibilities

• Board of Directors: Overall governance, policy approval, and oversight of the Vigil Mechanism.
• Audit Committee: Reviewing disclosures, directing investigations, and monitoring compliance.
• Investigators: Conducting objective, unbiased, and thorough inquiries.
• Employees/Stakeholders: Reporting wrongdoing in good faith and cooperating fully during inquiries.

19. Communication and Awareness

This policy shall be published on the official company website and internal communication portals. Periodic awareness programs or onboarding sessions shall be conducted for employees to ensure active understanding.

20. Review and Amendment

The Board of Directors and Audit Committee reserve the right to review, modify, or amend this policy periodically to align with evolving statutory guidelines.

21. Contact Details

• Audit Committee Chairman: Mr. S. Ragavendra Sakthiram | Phone: +91 98421 33319 | Email: portcityreports@gmail.com
• Vigilance Contact: Mr. S. Vigneswara Vijayaram (Director) | Phone: +91 99655 84286

22. Approval