Corporate Governance Policy

TO WHOM DO ABC Ltd'S CORPORATE GOVERNANCE AND COMPLIANCE POLICIES APPLY? These policies apply to all employees managed and supervised by ABC Ltd. and its affiliate and group companies in India. And that includes, Overseas Staff Employees of Third Party Service Providers Independent Contractors providing Services exclusively to ABC Ltd. and ABC Ltd.’s Affiliate and Group Companies in India

NOW LET'S FIND OUT ABOUT THE DIFFERENT KINDS OF POLICIES The different kinds of Corporate Governance and Compliance Policies at ABC Ltd. include, Conflict of Interest Policy Guidelines on Gifts and Entertainment Guidelines on Event Tickets Third-Party Due Diligence Policy Cash Usage Policy, etc.

WHAT TO DO ON BECOMING AWARE OF A POLICY VIOLATION? You should not keep the information to yourself, but report the case to the CGC. You should provide as much detail as possible including incidents, dates and people that are involved. You should avoid making general, broad and sweeping statements. The types of issues that you can report include, Theft/ Fraud/ Bribery Conflict of Interest Discrimination or Harassment Code/ Policy Violations

ABC Ltd. POLICY FOR THOSE WHO REPORT A POLICY VIOLATION The CGC will promptly investigate the matter. The Committee will make every effort to treat all information, including your identity, as confidential. ABC Ltd. does not permit retaliation against anyone who in good faith raises a question, reports a violation or lodges a complaint.

NOW LET US DISCUSS ABOUT GOVERNMENT OFFICIALS As an employee of ABC Ltd., you may encounter various government officials. Remember, in reference to the Corporate Governance policies, government officials are not just people who are part of the central or state government. They also include any person who is in the service or on the payroll of: Regulatory bodies such as the MIB, TRAI, etc. Local Authority/ Municipal Corporations such as the BMC State owned companies such as BSNL, MTNL, BEST, etc. Public Sector Undertakings such as SBI, LIC, etc. The Police Force or The Armed Forces

DUE DILIGENCE OF THIRD PARTIES Prior due diligence is required to be conducted for the following third parties before a contract is executed with them : Regulatory bodies such as the MIB, TRAI, etc. If such third party will interact with a government official, government related entity or state-owned enterprise on behalf of ABC Ltd.; If the third party is a production house i.e., an entity which is engaged in the production of content or promos for ABC Ltd.; If the third party is organizing an event for or on behalf of ABC Ltd.; or such other third party as the company may decide.

WHAT IS THE 'CONFLICT OF INTEREST POLICY'? Even in personal transactions, one must avoid situations where his/ her own interest may potentially conflict with that of ABC Ltd.. Even an appearance of such a conflict of interest is not recommended.

BASIC RULES - CONFLICT OF INTEREST You are not allowed to serve as a Director of any company other than companies which are ABC Ltd. subsidiaries (such as Ajay TV) or where that Directorship was expressly requested by ABC Ltd. unless a prior written approval is obtained from CGC. You should NOT serve as a Director, Employee, Independent Contractor, Advisor or Consultant for any competitor or customer or supplier of ABC Ltd. You should NOT accept any position with another company if doing so would adversely affect your ability to act in the best interests of ABC Ltd. or fulfil your obligations to ABC Ltd. You should NOT take away a business opportunity from ABC Ltd., or divert a business opportunity away from ABC Ltd. for your own benefit You should not participate in the negotiation / selection or evaluation of another company (such as a supplier or customer) that ABC Ltd. may do business with if that company has an existing relationship with you or your spouse/ relative. Say, your father is the owner of an agency and caters to some really big clients. You want his clients to advertise on your channel and need ABC Ltd. to negotiate with your father. You may not do this on behalf of ABC Ltd.. You must report the said conflict to your HOD and recuse yourself from the transaction.

BASIC RULES - CONFLICT OF INTEREST You should not participate in selection and /or evaluation of a prospective employee if you/ your spouse/ relative have an existing relationship with him. For example, you cannot select or evaluate your brother for a job. You must report the said conflict to your HOD and recuse yourself from the activity. You should NOT have a direct reporting relationship with someone related to you in the 21 Plus. You should not seek or accept elected or appointed public office, unless you have received prior written approval of the CGC and the President & General Counsel, ABC Ltd. You should immediately report to your head of department and the CGC, any potential conflict that may arise from your relation in any way (whether a related party or not), with another person or party in another company or organisation. Whenever you wish to accept any commitment (on your own behalf or on behalf of ABC Ltd.) that may present a conflict of interest as described in this Policy, you must obtain written approval in advance from the CGC.

HOW TO SEEK APPROVALS All waiver requests must be counter-signed by your immediate supervisor. No requests will be approved by the CGC unless first approved by your immediate supervisor.

CONFLICT OF INTEREST POLICY – PROHIBITING BRIBERY It is ABC Ltd.’s fundamental policy to maintain fairness and honesty in all business dealings. ABC Ltd. thus has Zero Tolerance for any non-compliance with its Anti-Bribery and Anti-Corruption Policy.

CONFLICT OF INTEREST POLICY – PROHIBITING BRIBERY The act of giving/offering or receiving/soliciting anything of value (including but not limited to cash payments), if the purpose is to improperly induce the recipient to take (or to refrain from taking) action that would bestow a commercial benefit or advantage on the giving party.

GIFTING POLICY A gift may be anything of value and includes, but is not limited to, gratuities, commissions, rebates, cash, discounts, favourable terms on any product or service, free or discounted services, prizes, transportation, use of vacation properties, stocks or other securities, home improvements, tickets, jewellery and gift cards/ certificates or other favours.

GIFTING - EXAMPLE Providing a vendor with tickets to an event without hosting him at the event. Donations or contributions made at the request or for the benefit of a Third Party. The Policy applies regardless of whether or not the gift is in monetary form.

BASIC RULES TO BE FOLLOWED WHILE GIVING GIFTS Never give cash gifts, cash equivalents or gifts that can be easily converted to cash. For example, you cannot gift someone with a prepaid debit card. Any and all gifts to a government official or government department / institution/ body (irrespective of value) MUST receive the prior written approval of the CGC. The cumulative value of gifts to a single person should not exceed INR 15,000/- per financial year i.e. July 01 to June 30 in the following year. So you may not give a client gifts 4 times a year each time of a value of Rs. 5000 For festivals, ABC Ltd. will only gift ABC Ltd. branded products of the value INR 6,000 or less. For other occasions, any gift above INR 6,000 to any non-government parties would need CGC approval. Contest prizes are not considered as gifts. However, all contests need to be skill based and any prize in the form of cash or gifts vouchers or the like must receive the prior written approval of your HOD and the CGC.

GUIDELINES FOR RECEIVING GIFTS No gifts should be accepted from government officials or related unless approved by CGC. You may receive gifts from non-government third parties after reporting to your HOD if the cumulative value of gifts from the entity/person is less than Rs. 6,000. In case the cumulative value of gift from the entity/person is more than Rs. 6,000, a written approval from CGC and HOD is required.