Mahesh Foundation practices a zero-tolerance approach to bribery and corruption and is committed to acting lawfully, professionally, fairly, and with integrity in all its dealings and relationships and in implementing and enforcing effective systems to counter bribery and corruption in any form.

We comply with all applicable anti-bribery and anti-corruption laws, including but not limited to Indian Prevention of Corruption Act, 1988 including its amendments (“PCA”), U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“UKBA”) and all applicable anti-bribery and anti-corruption laws where Mahesh Foundation operates, and to accurately reflect all transactions in Mahesh Foundation books and records.

Even in countries where the local law does not prohibit such conduct, it is strictly prohibited for any resource/staff of Mahesh Foundation to make any payment to any person or persons, including public or private officials, employees or consultants, or any other Third-party dealing with us to obtain influence or secure an unfair advantage.

The purpose of this Policy is to:

• set out our responsibilities, and of those working with/for us, in observing and upholding our position on bribery and corruption;

• provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues; and

• Lay out guardrails to identify potential non-compliances and provide guidance to comply with applicable anti-bribery and anti-corruption laws.

This Policy shall apply to all Employees, Volunteers, and Third-Parties who are working with or on behalf of Mahesh Foundation

The Policy shall become effective from _____.

Employee

Includes all directors, officers, employees, and interns engaged directly or indirectly, wherever located regardless of grade and position, in terms of all dealings and transactions in all regions where Mahesh Foundation operates.

Third-party

Means any individual or organization who has dealings with Mahesh Foundation and includes actual and potential business associates, donors, Non-Governmental Organisations (NGO), contractors, subcontractors, service providers, and government bodies and officials or any other person associated with or acting on behalf of Mahesh Foundation.

The Governing Body of Mahesh Foundation members has the overall responsibility for ensuring that this Policy complies with our legal and ethical obligations and that all those under our control and/or Third parties comply with it.

Management at all levels is responsible for ensuring those reporting to them understand and comply with this Policy and are given adequate and regular training on it.

BRIBERY AND CORRUPTION

Bribery:

Bribery is offering, promising, giving, or accepting any financial or other advantages, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.

You must not engage in any form of bribery, in dealings with any foreign/ public official, private party, or any Third-party (such as an agent or intermediary) either directly or indirectly, in order to improperly influence any act or decision of a person, or to otherwise gain an improper benefit for the Mahesh Foundation.

A bribe can take many forms, for example:

Money (or cash equivalents such as shares);

Unreasonable gifts, entertainment, or hospitality;

Kickbacks;

Unwarranted rebates or excessive commissions (e.g., to sales agents or marketing agents);

Unwarranted allowances or expenses;

Political contributions;

Uncompensated use of organizations services or facilities; and

Anything else of value.

Corruption

Corruption is the abuse of entrusted power or position for private gain.

Great care must be taken in dealing with government officials. No gift or payment may be given to government officials, directly or indirectly, for the purpose of, or that appears to be for the purpose of, seeking favourable arrangements or action by such officials. Please check with the legal team before giving any gift or payment to any government official.

Kickbacks

Kickbacks are typically payments made in return for a business favour or advantage.

You must not make or accept kickbacks. Kickbacks are typically payments made in return for a favour or advantage. A kickback is a form of corruption that involves two parties agreeing that a portion of their profits will be kicked back (given back) to the party, in exchange for making the deal.

Facilitation payment

Facilitation payments, also known as “back-handers” or “grease payments”, are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official).

You must not make facilitation payments. Certain countries may have a practice of ‘Facilitation payments’ but we do not partake in any of these, nor do we allow Third parties acting on our behalf, such as, alliance partners, service providers and contractors to make any such payments.

Anything of value

Anything of value includes any benefits, favours, or advantages (with no minimum amount or threshold). It may be in any form, tangible (such as cash or cash equivalents, hospitality, cars, jewellery, home improvements, travel, loans, shares, etc.)

The clauses set forth in this Policy are applicable to all Employees and Third parties. It is therefore the responsibility of the Employees and Third parties to follow and adhere to this Policy. In regions where there are more stringent applicable laws, regulations, Mahesh Foundation requires compliance with the most restrictive requirement, and the principles set out in this Policy shall stand superseded in those specific countries.

Gifts

This Policy does not prohibit normal, reasonable, appropriate, modest, and bona fide corporate gifts (given and received), however, a few considerations, as given below, have to be kept in mind prior to giving or accepting gift(s).

• Cash: gift is not received/given in the form of cash;

• Moderate value: gift received is of the estimated value of INR 1,000 or equivalent local currency;

• Where it is offered. E.g., gifts received during festivals, such as Diwali, Christmas, etc.;

• No favoured treatment: The gift is not offered/accepted in expectation of special or favoured treatment;

• Legal: Offering or accepting the gift is not in violation of applicable law.

• If all the above conditions are met, then the Employee should disclose in line with this Policy prior to giving or accepting such gift.

In addition to the foregoing standards, Employees must observe local laws and regulations, as well as applicable internal rules and policies that may be set by Mahesh Foundation, from time to time, with respect to giving and receiving gifts, entertainment, and other benefits.

This clause is to be read in conjunction with Mahesh Foundation Conflict-of-Interest policy. Political contributions

Mahesh Foundation is Apolitical. We respect our right to engage in political activities in personal capacity, provided we do not act, or give the impression of acting, as a representative of Mahesh Foundation and do it solely in personal capacity. Mahesh Foundation does not make any donations or contributions, whether in cash or kind, in support of any political parties or candidates.

Charitable contributions

Mahesh Foundation endeavours to be a positive contributor to the development of the community and in this endeavour, it sponsors various community development programs and makes charitable contributions. Few considerations, as below, are to be kept in mind prior to making any contribution or agreeing to sponsor an event:

All requests need to be in writing, documenting the nature, purpose, value, and recipient of the Charitable Contribution;

• All requests must be accompanied by approval from the Governing body members to ensure that Mahesh Foundation is not exposed to any risk.

• At the minimum, this process must include a background check on the entity and the key individuals and their relationships with government entities and officials, politically exposed persons (PEP), if any. The process must also attempt to establish the organization’s track record and reputation;

• All contributions will be made by Mahesh Foundation and not by an employee in his/her individual capacity; and

• All contributions will be evidenced by a receipt/acknowledgement that should be documented and maintained on record.

Mahesh Foundation is responsible for the acts done by Third-parties acting on our behalf. Therefore, no Third-party, acting on behalf of Mahesh Foundation may engage in any act that could be construed as an act of bribery or corruption, whether using Mahesh Foundation funds or their own personal funds or whether acting directly or through a middleman. Mahesh Foundation expects all those acting on our behalf to abide by our standards of ethics and integrity and, where necessary and appropriate, to follow our procedures. While engaging with Third-parties, Staff should ensure that they comply with Mahesh Foundation’ ABAC Policy. This clause is to be read in conjunction with the Third-party risk management framework.

Intermediary

An Intermediary is a Third-party service provider, another third party, whether an individual or an entity engaged on a contract basis or retained, in any programs that requires or involves interaction with any foreign/ public officials.

Due care must be taken in onboarding/ dealing with Intermediaries:

• On-board Intermediary only on merit;

• Conduct due diligence; and

• Execute contracts with Intermediaries, considering Intermediary is aware of Mahesh Foundation’s ABAC policy

Employees are mandated to complete all required training(s), instructor-led, or web-based, related to the Code of Conduct, and the Policy on time. The Governance Risk & Compliance team will be responsible for the dissemination of the Policy and arrange training for Employees at the time of joining Mahesh Foundation and each year thereafter.

Mahesh Foundation’s zero-tolerance approach to bribery and corruption shall be communicated to all Third parties at the outset of the Mahesh Foundation’s association with them and as appropriate thereafter. Wherever possible, all such Third parties shall also be sent a copy of this Policy at the outset of the said business relationship and periodically throughout the term of the relationship.

It is your responsibility to ensure compliance with the Policy. Anyone who witnesses a breach of this Policy is obliged to promptly speak up and escalate/ highlight via support@maheshfoundation.org as specified in the Code of Conduct.

Employees who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. Mahesh Foundation encourages openness and supports anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken. If a violation of the relevant laws or policies is proven, appropriate action shall be taken. Mahesh Foundation shall not tolerate retaliation in any form against anyone for raising concerns in good faith or reporting what they genuinely believe to be improper, unethical, or inappropriate behaviour. All reports shall be treated confidentially.

Mahesh Foundation is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that actual or potential bribery or other corruption offense has taken place or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats, or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, inform us immediately.

The Mahesh Foundation’ ABAC Policy shall be promoted and enforced consistently throughout Mahesh Foundation with clear and consistent disciplinary consequences to anyone who violates the Policy. All employees are expected to comply with all applicable laws, rules, and regulations of the regions in which we operate and that apply to their day-to-day activities, as well as our internal policies, standards, and procedures. Appropriate consequences would follow any failure to meet the Mahesh Foundation’ standards or applicable laws and regulations, up to and including termination of employment in appropriate circumstances and other forms of discipline that Mahesh Foundation deems appropriate in the circumstances, subject to local laws and regulations.

Mahesh Foundation is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that actual or potential bribery or other corruption offense has taken place or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats, or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, inform us immediately.