Innovative Infra & Mining Solutions Limited (IIMS)

Whistle Blower Policy

1. INTRODUCTION

Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of
Board and its Powers) Rules, 2014 mandates the Company to constitute a vigil mechanism
called the ‘Whistle Blower Policy’ for Whistle Blower to report concerns about illegal or
unethical practices, unethical behavior, actual or suspected, fraud or violation of the
Company’s code of conduct or ethics policy.

Our Company has adopted this Whistle Blower Policy in line with the objective of
strengthening the governance mechanism and to report to the Audit Committee instances of
illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of
the Company’s code of conduct or ethics policy.

2. DEFINITIONS

“Act” means the Companies Act, 2013

“Audit Committee” means Committee constituted by the Board of Directors of the

Company in accordance with section 177 of the Companies Act, 2013.

“Company” means Innovative Infra & Mining Solutions Limited its subsidiaries, joint-
ventures and associatecompanies, if any.

“Designated Officer” means person as nominated by the Board or by Chairman of the Audit
Committe.

“Employee” means every employee of the Company (whether working in India or abroad),.

“Policy” means the Whistle Blower Policy.

“Protected Disclosure(s) means any communication made in good faith that discloses or
demonstrates information that may evidence any Wrongful Act

“Rules” means the Companies (Meeting of Board and its Powers) Rules, 2014.

“Whistle Blower” means stakeholder(s) (including directors of the Company, individual

employee(s) & their representative bodies, vendors and suppliers) who makes a Protected
Disclosure under this Policy.

“Whistle Officer" or "Whistle Committee" means an individual or a Committee of persons

who are nominated/ appointed by the Audit Committee to assist the Designated Authority or
the audit Committee to conduct investigation of the Protected Disclosure received from the
Whistle Blower. The Committee, if appointed, should include Senior Level Officers of Internal
Audit and a representative of the Division/ Department where the alleged malpractice has
occurred.

“Wrongful Act” means any illegal or unethical practice, unethical behaviour, actual or
suspected, fraud or violation of the Company’s code of conduct or ethics policy

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“Exceptional Circumstances/ Exceptional Nature” The Protected Disclosure that is against
the member(s) of the KMP, the Designated Officer or employees and officers of the
Company who occupy designations that are superior/ senior to that of the Designated Officer/
members of the Whistle Blower Committee.

3. OBJECTIVE

The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. To maintain these standards, the Company encourages
Whistle Blowers who have concerns about illegal or unethical practices, unethical behavior,
actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy to
come forward and express these concerns without fear of punishment or unfair treatment. The
Vigil (Whistle Blower) mechanism provides a channel to the Whistle Blower to report to the
Audit Committee concerns about illegal or unethical practices, unethical behavior, actual or
suspected, fraud or violation of the Company’s code of conduct or ethics policy. The
mechanism provides for adequate safeguards against victimization of a Whistle Blower to
avail of the mechanism and also provide for direct access to the Chairman of Audit
Committee for the purpose in exceptional cases.

This Policy does not absolve Whistle Blowers from their duty of confidentiality in the course
of their work nor does it permit them to raise malicious or unfounded allegations arising out
of a personal situation

4. ELIGIBILITY

All stakeholders (including directors, individual employee(s) & their representative bodies,
vendors and suppliers) are eligible to make Protected Disclosures under this Policy.

This Policy is adopted by Board of Directors in their Meeting held on September 11, 2024.

5. SCOPE

The Whistle Blower may report or raise any concern which he/ she believe is Wrongful Act.
Any allegation which falls within the scope of the Policy will be seriously considered and
investigated.

These concerns would include but are not restricted to:-

➢ Fraud;
➢ Financial malpractice;
➢ Failure to comply with applicable legal requirements or Company policy;
➢ Improper conduct or unethical behaviour, including breach of the Company’s code of
conduct, business integrity or ethics;
➢ Attempts to conceal any material facts or misrepresentation;
➢ Negligence causing substantial and specific danger to public health, safety or
environment;
➢ Any unlawful act whether criminal/civil;
➢ Colluding with third parties/associates to exploit or cause harm to the company; and
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 ➢ Breach of terms and conditions of employment and rules thereof;
➢ Manipulation of company data/ records;
➢ Unauthorised use, access or disclosure of confidential/proprietary information;
➢ Abuse of authority;
➢ Misappropriation or authorised use of Company Funds/assets.

Whistle Blower should not act on his/ her own in conducting any investigative activities, nor
he/ she has a right to participate in any investigative activity other than as requested by the
designated person, Chairman of the Audit Committee or the investigators.

6. PROCEDURE

Reporting a concern:

(a) All Protected Disclosures should be addressed to the Designated Officer or in

Exceptional Circumstances to the Chairman of the Audit Committee.

The contact details of the Designated Officer are:

Name: K Hari Krishnan

E-mail ID- harikrishnan.k@iims.net

(b) Protected Disclosures should preferably be reported in writing so as to ensure a clear

understanding of the issues raised and should either be typed or written in a legible
handwriting in English, Hindi or in the regional language of the place of employment of
the Whistle Blower.

(c) The Protected Disclosure should be forwarded under a covering letter. This shall bear the
identity of the Whistle Blower.

(d) In case the Complaint is regarding any exceptional matter or involving members of the
Senior Management Team of the Company including the Key Managerial personnel, or
concerning financial/accounting matters the Designated Authority shall forward the
Protected Disclosure to the Chairman Audit Committee for investigation. All other
Protected Disclosures shall be investigated by the Designated Authority.

(e) The protected disclosure should be completely factual. Complete details must be
elaborately discussed by the Whistle Blower to enable right and swift action.

(f) If a Protected Disclosure is received by any executive of the Company other than the
Designated authority or Audit Committee, the same should be forwarded to the
Designated authority or Audit Committee for further appropriate action.

7. INVESTIGATION

(a) Upon receipt of a Protected Disclosure, an initial enquiry will be carried out by the
Designated Authority or the Audit Committee as the case may be to decide whether an
investigation is appropriate and if so, what form it should take. Some concerns may also
be resolved by an agreed action without the need for investigation.
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 (b) The Designated Authority shall report to the Audit Committee, details of all Protected
Disclosures received and findings of preliminary investigation carried out by him.

(c) The extent of contact between the body considering the issues and the Whistle Blower
will depend on the nature of the matters raised, the potential difficulties involved and the
clarity of the information provided. If necessary, further information will be sought from
the Whistle Blower.

(d) After the Protected Disclosure has been evaluated as above , the Designated Authority
will write to the complainant : Acknowledging that the concern has been received ;
Indicating how it is proposed to be dealt with ; Informing whether further investigation
will take place or not.

(e) If the Designated Authority or the Audit Committee as the case may be after the
preliminary investigation comes to the conclusion that the matter need to be investigated
in detail, the Designated Authority or the Audit Committee will proceed to investigate it
further in such manner as may be decided by the Audit Committee. The Audit committee
shall in appropriate cases appoint a any person to assist the Designated authority or the
Audit Committee in the preliminary and/or detailed investigation. If the alleged
malpractice or wrong doing is required by law to be dealt with under any other
mechanism, then the Designated Authority or the Audit Committee shall refer the
Protected Disclosure to the appropriate authority under such mandated mechanism.

8. DECISION AND REPORTING

(a) Any disciplinary or corrective action initiated against the delinquent as a result of the
findings of an investigation pursuant to this Policy shall adhere to the applicable
personnel or staff conduct and disciplinary procedures.

(b) A quarterly report with number of complaints received under this Policy and their
outcome shall be placed before the Audit Committee and the Board.

9. HARASSMENT OR VICTIMISATION

(a) No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having
reported a Protected Disclosure under this Policy. Protection will be given to Whistle
Blower against any unfair practice including but not limited to retaliation, threat or
intimidation of termination/suspension of service, disciplinary action, transfer,
demotion, refusal of promotion or any direct or indirect use of authority to obstruct
the Whistle Blower’s right to continue to perform his duties/ functions including
making further disclosure. The Company will take steps to minimize difficulties,
which the Whistle Blower may experience as a result of making the Disclosure.

(b) The identity of the Whistle Blower shall be kept confidential to the extent possible
and permitted under law. Any Employee assisting in the said investigation shall also
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 be protected to the same extent as the Whistle Blower.

(c) The Whistle Blower, the Chairman of the Audit Committee or any person(s) / agency
authorized by Chairman of the Audit Committee, the Designated Officer, the
investigator and everyone involved in the process shall:

(i) maintain complete confidentiality/ secrecy of the matter;

(ii) not discuss the matter in any informal/social gatherings/ meetings;
(iii)discuss only to the extent or with the persons required for the purpose of
completing the process and investigation;
(iv) not keep the papers relating to Protected Disclosure or the investigation
unattended anywhere at any time;
(v) keep the electronic mails/files under password;
(vi) if anyone is found not complying with the above, he/ she shall be held liable for
disciplinary action;

(d) If a Whistle Blower faces any retaliatory action or threat as a result of making a
Protected Disclosure he/ she may immediately write to the Chairman of the Audit
Committee who will recommend appropriate steps to protect the Whistle Blower from
such retaliatory action and ensure implementation of such steps for the protection of
the Whistle Blower.

10. ANONYMOUS ALLEGATIONS

This Policy encourages a Whistle Blower to put his / her name to allegations. However, a
Whistle Blower may raise concerns anonymously. Concerns expressed anonymously may be
evaluated by the Whistle Blower Committee or the Audit Committee for investigation at its
discretion. In exercising this discretion, the factors to be taken into account will include:

➢ The seriousness of the issues raised;

➢ The credibility of the concern; and
➢ The likelihood of confirming the allegation from attributable sources.

11. UNTRUE ALLEGATIONS

(a) In making a Disclosure, the Whistle Blower should exercise due care to ensure the
accuracy of the information. If stakeholders (including directors, individual
Employee(s) & their representative bodies, vendor and supplier) makes an allegation in
good faith, which is not confirmed by subsequent investigation, no action will be taken
against that individual. If however, a Whistle Blower makes malicious or vexatious
allegations, and particularly if he or she persists with making them despite the outcome
of the investigation, the Audit Committee may recommend action against the Whistle
Blower.

(b) Whistle Blowers, who make three or more Protected Disclosures, which have been
subsequently found to be mala fide, frivolous, baseless, malicious, or reported
otherwise than in good faith, will be disqualified from reporting further Protected
Disclosures under this Policy. In respect of such Whistle Blowers, the Company/Audit
Committee would reserve its right to take/recommend appropriate disciplinary action.

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12. OBLIGATIONS OF WHISTLE BLOWERS

The obligations of the Whistle Blowers shall include the following:

(a) Promptly reporting any illegal or unethical practices, unethical behaviour, actual or
suspected, fraud or violation of the Company’s code of conduct or ethics policy in
time. Delay in reporting may lead to loss of evidence and also financial loss for the
Company.
(b) Although they are not required to provide proof, the Whistle Blowers must have
sufficient cause for concern and submit evidence, to which they may have access,
when called for.
(c) Avoid anonymity when raising a concern.
(d) Follow the procedures prescribed in this Policy for making a Disclosure.
(e) Co-operate with investigators in maintaining full confidentiality

13. RETENTION OF RECORDS

All Disclosures in writing as well as all documents related to any investigation and the results
of the investigation relating thereto shall be retained for a period of 7 years.

14. INFORMATION DISSEMINATION

The details of establishment of such mechanism shall be disclosed by the Company on its
website and in the Board’s report.

15. REVIEW OF THE POLICY

The Board shall review the Policy from time to time based on the changing needs and make
suitable modifications as may be necessary. The Company reserves its right to amend or
modify this Policy in whole or in part, at any time without assigning any reason whatsoever.

In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant

authorities, not being consistent with the provisions laid down under this Policy, then such
amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder
and this Policy shall stand amended accordingly from the effective date as laid down under
such amendment(s), clarification(s), circular(s) etc.