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CODE OF CONDUCT

CODE OF CONDUCT

SOP No: COC01-2022-06 - 1.0

Applicable BIHSPL in India Status: Appr Issued

Sites: oved: By:

Version 1.1 Effective 03/01/2023 Supersedes Next

No: Date: Version: 1 Review
Date:

Prepared/ Updated by: Reviewed By: Approved By:

Vinay Varghese, Mahesh Bhat, Dr. Sandeep Vivek Tiwari, MD &
Human Resources Integrity & Gandhi,CHRO & CEO
Compliance GC

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CODE OF CONDUCT

Table of Contents

SL. No. Section Page

I Document and Change Control Information 03

II Introduction 04

III Conduct in Business 05

IV Use of Corporate Information and Property 07

V Our Work Environment 09

VI Protecting Environment 12

VII Fair Competition 12

VIII Trade Sanctions 13

IX Whistle-blower 14

X Appendix A- Employee Acknowledgement 15

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CODE OF CONDUCT

I. Document and Change Control Information:

SOP No: COCP1-2022-06- - 1.0

VersionNo: 1.1 Effective 19/12/2022 Supersedes Next

Date: Version: 1 - Review
Date:

Changes Reason for Change:

Made: Included few new sections like As part of the continuous
Diversity and inclusion, Fair improvement efforts
Competition, Trade Sanctions and
Protecting Environment

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CODE OF CONDUCT

II. Introduction:
a. Why do we need a Code of Conduct?
Ethical behavior is an essential part of your position with MB and is a personal
responsibility that should be taken very seriously. We need and expect each employee
to be accountable for their work and behavior and to support the values, principles, and
standards upon which MB's business reputation rests. This Code of Conduct (referred
to as the "Code" hereinafter)is a guide to help you live up to our values, abide by the
policies and respect the best interests of our customers, shareholders, and other
stakeholders. The purpose of the Code is to describe principles of business conduct and
to provide guidance in ethical decision making. Many sections of the Code reference
matters for which specific policies exist; this is becausethe Code encompasses standards
of behavior set forth in our other policies. You are expected to become familiar with our
policies that directly impact your daily work. The Code is especially important for MB
as a company because laws, rules and regulations are in place, which govern the
disclosure of information about the business. The Code outlines the basic legal
obligations of all our employees irrespective of geography. As a company our affairs will
be under close scrutiny by shareholders, regulators and the investment community. We
mustbe aware of our obligations and conduct ourselves in accordance with the highest
ethical andmoral standards. Although questionable activities may not be mentioned in
this Code, ask yourself the following questions to decide if an activity should be
reported or discussed with your manager or an appropriate authority within the HR
Department or the Integrity and Compliance Department:
• Does it seem right?
• Is it legal?
• Does it match up with our vision and values?
• Would I feel uncomfortable if I read about it in any platform?
• Would other people at MB feel uncomfortable if they read about it?

b. Application:
The Code applies to all employees, contractors and the members of the Board of
Directors, which for purposes of the Code are referred to as "Employees". Contractors
include any consultants, suppliers and vendors who are required to have access to MB’s
confidential, business and proprietary information in order to perform their duties. If
your job responsibilities require you to interact with representatives working on behalf
of Medikabazaar, be sure to inform them of their responsibility to act in accordance
with this Code and provide them with a copy. Their behavior must be consistent with
our Code, other Medikabazaar policies, and applicable laws and regulations.

c. Compliance:
Compliance with the Code is mandatory. You are expected to be familiar and comply
with the Code in the performance of your duties. As well, you are expected to
understand your obligations under MB policies. On an annual basis all employees will
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CODE OF CONDUCT

be required to undergo a refresher training program. Employees who fail to abide by

the Code and MB's policies willbe subject to disciplinary action, up to and including
dismissal or initiate legal proceedings as maybe advised, including seeking suitable
damages for breach of this policy.
d. Responsibilities to report:
It is the responsibility of everybody at MB to report any known or suspected unethical
conduct, which includes any violation of the Code, by other Employees or anyone in any
way associated with the corporation. MB is committed to protecting all Employees who
report unethical conduct from reprisal as well as offering any necessary support to
individuals who make reports. When an Employee makes a report of unethical conduct
they should do so in good faith. Detailed in the Whistleblower section of the Code are
the reporting procedures for Employees who suspect or become aware of any unethical
conduct.

III. Our Business Conduct

a. Public Disclosure & Communications:
i. For external communications, social media communications, do’s &
don’ts specific to the above, please refer to the Media & Social Media-
Code of Conduct policy

b. Confidentiality:
i. Any employee privy to confidential information will be advised
that the information is confidential and that it must not be
shared with anyone else unless it is necessary to do so in the
course of business. Efforts will be made to limit access to
confidential information to only those who need to know it.
ii. Outside parties privy to undisclosed material information
concerning the Company will be told that they must not divulge
this information to anyone else, other than in the necessary
course of business
a. Where disclosure is made to others in the necessary
course of business, those additional parties must be
made aware that they also are bound by confidentiality.
All outside parties made aware of undisclosed material
information must confirm their commitment to non-
disclosure in the form of a signed confidentiality
agreement.
b. To prevent the misuse or inadvertent disclosure of
material information, the following procedures should be
observed at all times:
i. Documents and files containing
confidential information should be kept in
a safe place, with access restricted to
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individuals who ‘need to know’ that

information in the necessary course of
business. Code names should be used if
necessary.
ii. Confidential matters should not be
discussed in places where the discussion
might be overheard, such as elevators,
hallways, restaurants, airplanes, or taxis.
iii. Confidential documents should not be
read or displayed in public places and
should not be discarded where others can
retrieve them.
iv. Employees must ensure they maintain the
confidentiality of information in their
possession outside of the office as well as
inside the office.
v. Transmission of documents by electronic
means, such as by fax, email or directly
from one computer to another, should be
made only where it is reasonable to
believe that the transmission can be made
and received under secure conditions.
vi. Unnecessary copying of confidential
documents should be avoided and
documents containing confidential
information should be promptly removed
from conference rooms and work areas
after meetings have concluded.
vii. Extra copies of confidential documents
should be shredded or otherwise
destroyed. Access to confidential
electronic data should be restricted using
passwords and documents should not be
stored in a shared directory.

c. Conduct when representing MB

i. Conduct yourself professionally and with personal integrity, both
in andout of the workplace, reflective of MB’s values, which are
mentioned below:
a. Open Communication: Transparent, free-flowing & two-
way communication across the organization.
b. Growth Mindset: As a young startup, we continue to
grow, & help our employees grow along
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c. Agility: Moving in swiftly, seamlessly, and cohesively with

changing trends & times.
d. Creative Problem Solving: We encourage new ideas, out
of the box thinking and imagination to solve problems
e. Solidarity: A positive work environment that ensures a
sense of pride & achievement
f. Customer Obsession: Customers are at the focus of our
every plan & action.
ii. Our obligation to act with integrity and within the spirit of this
Codecontinues while traveling, whether domestically or abroad.
b. Conduct with customers
i. Serving customers is the focal point of our business. Our
customers deserve the highest quality service and standards in
all transactions.
ii. Provide our customers with value and deal with them fairly. Act
with integrity and do everything possible to provide great service
to our customers, either directly or by supporting the work of
other individuals or business units.
iii. Do not make promises that you or MB cannot keep.
c. Legal and social responsibility
i. Ensure that your actions comply with and are within the meaning
and intent of all applicable laws and regulations.
a. Ensure that your actions are free from suspicion and
criticism and have no unfavorable effects on society
IV. Use of Corporate Information & Property
a. Do not disclose information about MB’s activities or our customers’ activities to
non-authorized Employees within the workplace, or anyone outside the workplace
unless allowed to do so in writing.
b. All information held by MB is confidential and the property of MB. This includes
information relating to our business, property, employees, customers, partners,
consultants, or others that is not generally available to the public.
c. In our business, we become aware of confidential information about our
customers’ business and personal ventures.
i. We have a responsibility to uphold the trust of our customers.
ii. Do not discuss or disclose confidential customer information
outside the workplace and ensure that uses of confidential
customer information within MB are consistent with the
purposes for which it was collected.
iii. Our obligation to keep corporate information confidential
continues post-employment.

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CODE OF CONDUCT

Examples of information / confidential documents:

The following are examples of the types of events or information which may be
confidential by nature. This list is not exhaustive and is to provide an idea as to what is
confidential by nature.

• Changes in Corporate Structure

• Changes in share ownership that may affect control of the company
• Major reorganizations, amalgamations, or mergers
• Take-over bids, issuer bids, or insider bids
• Changes in Capital Structure
• The public or private sale of additional securities
• Planned repurchases or redemptions of securities
• Planned splits of common shares or offerings of warrants or rights
to buyshares.
• Any share consolidation, share exchange, or stock dividend

• Changes in a company’s dividend payments or policies

• The possible initiation of a proxy fight.
• Material modifications to rights of security holders
• Changes in Financial Results
• A significant increase or decrease in near-term earnings prospects.
• Unexpected changes in the financial results for any periods.
• Shifts in financial circumstances, such as cash flow reductions, major
assetwrite-offs or write-downs
• Changes in the value or composition of the company’s assets
• Any material changes in the company’s accounting policy

• Changes in Business and Operations

• Any development that affects the company’s resources, technology, products
or markets
• A significant change in capital investment plans or corporate objectives
• Major labor disputes or disputes with major contractors or supplier
• Significant new contracts, products, patents, or services or significant
losses ofcontracts or business
• Significant discoveries by the company or its subsidiaries.
• Changes to the board of directors or executive management, including
the departure of the company’s CEO, CFO, COO or President (or persons
in equivalent positions)
• The commencement of, or developments in, material legal proceedings
or regulatory matters
• Waivers of corporate ethics and conduct rules for officers, directors, and
otherkey employees.
• Any notice that reliance on a prior audit is no longer permissible.
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• Information about any audits or proceedings within the organization.

• Acquisitions and Dispositions

• Significant acquisitions or dispositions of assets, property or joint
venture interests.
• Acquisitions of other companies, including a take-over bid for, or merger
with,another company
• Changes in Credit Arrangements
• The borrowing or lending of a significant amount of money
• Any mortgaging or encumbering of the company’s assets.
• Defaults under debt obligations, agreements to restructure debt, or
plannedenforcement procedures by a bank or any other creditors.
• Changes in rating agency decisions
• significant new credit arrangements
d. Use of computer systems and software
i. Every effort should be made to protect MB's computer systems
and associated software / servers from various threats to their
security such as accidental or deliberate destruction of data or
equipment, interruption of service, disclosure of confidential
information, theft or corruption of data.
ii. Any security concerns with respect to our systems or software,
or any viruses or data network attacks, weaknesses or
unexplained system changes should immediately be reported to
your Manager or HOD or Technology Helpdesk immediately.

e. Use of corporate property

Theft, damage, carelessness, and waste have a direct impact on our Company’s success. We must
therefore commit to protecting our Company’s physical assets from theft, damage, loss, or misuse.
i. Protect MB’s physical property and revenues. Corporate
property includes, but is not limited to: premises, equipment,
supplies, furnishings, funds, reports, records, vehicles, trade
secrets, computer software, hardware and networks, internet
accounts and intangible items such as the details of business
application systems are treated with the highest regard and must
be well maintained and not subjectedto unreasonable use.
ii. Ensure that property under our control is protected from use by
unauthorized individuals. Employees are responsible for ensuring
that:
a. MB’s assets are protected and not used for personal use
unless otherwise authorized.
b. MB’s intellectual property is subject to copyright and is
not reproduced, distributed or altered without
authorization; as far as practicable, contracts are put in
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CODE OF CONDUCT

writing; and unless otherwise authorized MB’s name or

purchasing power is not used to obtain personal benefits,
discounts or rebates.

You must also return any Company property you possess at the end of your
employment.

V. Our Work Environment

a. Employee Professionalism:
i. We are all committed to supporting a safe, healthy and positive
workplace for all Employees.
ii. We will not tolerate behavior that interferes with an employee’s
abilityto perform his or her duties. The use or effects of alcohol or
illegal drugsare not acceptable in our work environment.
iii. Exercise discretion and good judgement at all times and in all
ways in the best interest of MB.
c. Integrity must be the center of everything we do.
d. Discourage cash transactions, and it is your responsibility
to educate our customers of this.
e. If you are required to indulge in any such transactions,
declare the same to the Finance Team and your managers
& HODs immediately.
f. Do not accept cheques, drawn in favor of any person or
entity except in the name of “Boston Ivy Healthcare
Solutions Pvt Ltd.” Any deviations to this will not be
tolerated unless it carries the express written approval of
the CFO.

b. Equity:
i. Respect the rights, culture and dignity of all individuals and
adhere to the principles of equity and non-discrimination when
dealing withEmployees, customers, suppliers and others. We will
not tolerate any form of discrimination or harassment, in
accordance with applicable human rights legislation.
ii. Unlawful harassment or mistreatment by or of employees either
physically or sexually is not acceptable.
iii. MB will not tolerate intimidating, hostile, abusive, or offensive
behaviors in our workplace. If you know or suspect that unlawful
or inappropriate harassment has occurred, you should report the
situation immediately via one of the reporting channels
c. Employee Privacy:
i. We are all committed to protecting the privacy of Employee
personal information. Employee personal information will not be
collected, used or disclosed other than as authorized or as
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required for business reasons.

d. Diversity and inclusion in the workplace:

i. We are also committed to fostering a workplace that champions

inclusion and diversity. MB respects and values the diversity
reflected in our various backgrounds, experiences, and ideas. Our
people are our ultimate differentiator, and having employees
with diverse backgrounds, perspectives, experiences, and
cultures brings a diversity of ideas that supports a high-
performing environment. We are committed to maintaining an
inclusive, safe, and respectful working environment for all
employees, regardless of gender, race, color, ethnic background,
age, religious belief, national origin, affectional or sexual
orientation, gender identity, disability, marital status etc.
e. Conflict of Interest:
i. We must not engage in any activities which could give rise to, or
could be perceived to give rise to, a conflict of interest. As
Employees,managers, executives and members of the Board of
Directors, our business loyalty rests in placing MB's interests,
including those of its customers and shareholders, before our
personal interests. A “conflict of interest” arises in a situation
where, your personal activities, interests or dealings may
actually, potentially or be perceived to:
1. Impair your ability to perform your duties as an MB Employee.
2. Have a negative impact on MB’s reputation.
3. Or result in a personal gain or advantage due to your position in MB

ii. Any conflict of interest must be communicated to your Manager

or HOD at the earliest.
iii. Involvement in Political Activity:
1. You may participate in exercising your vote, however, you
may not contest in any elections without the express
written consent of the CEO or CHRO.

f. Gift Acceptance:
i. Gifts or benefits of any kind must not be given or received by an
Employee or their immediate family, when it might be perceived
that an obligation is created, or a favor is expected.

ii. The giving and receiving of gifts and promotional items of modest
valueis acceptable as is reasonable entertainment, if within the
limits of responsible and generally accepted business practices
(Please refer to the Anti-Corruption, Bribery & Gifting Policy)
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iii. Never solicit or accept a personal benefit as a condition of

performingyour duties.
iv. If participating in a community, charitable or business event on
behalfof MB, you may be eligible for prizes of nominal value.

g. Payments to Agents, Consultants, Government Officials & others

i. Payments of any nature, which would be in violation of any law,

are prohibited.
ii. All payments of commissions and fees shall be in accordance
with sound business practices.
iii. Payments, gifts or favors must not be made to any person with
intent to induce them to violate their duties or to obtain
favorable treatmentfor the Employee or MB.

VI. Protecting the environment

We are committed to health, safety, and environment, and to social considerations in the communities in
which we operate. As part of this commitment:
a. We actively strive for sustainability by increasing energy, fuel and water
efficiency, improving security and safety and reducing emissions of
harmful pollutants.
b. We are committed to minimize the environmental footprint of our
operations through prevention of illness, injury and pollution

VII. Fair Competition

MB believes in free and open competition and never engage in improper practices that may hamper fair
competition. We never look to gain competitive advantages through unethical or unlawful business
practices. Fair competition laws (also called antitrust laws in certain jurisdictions), are complex and
compliance requirements can vary depending on the circumstances, but in general, we must never enter
into agreements with competitors to engage in any anti-competitive behavior, including colluding or
cartelization, fixing prices, dividing up customers, suppliers or markets.

Our Responsibilities
a. Comply with applicable fair competition laws of countries in which we
operate.
b. Promote our products in a truthful manner in accordance with
applicable laws and regulations.
c. Do not share proprietary information/competitive sensitive information
of Company or that of its business partners with the competitors.
d. Do not improperly obtain or use competitor’s proprietary information.
e. Do not agree with others to boycott customers or suppliers.
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f. Do not discuss with our competitors issues relating to Tenders, Market

division, Prices, Products and contacts with suppliers or customers.
g. Do not discuss issues that might violate anti-trust or competition laws at
conferences, meetings, trade shows etc.

Avoid the activities described below and report any deviations to the Integrity and Compliance department.

a. Collusion — when companies secretly communicate or agree on how

they will compete. This could include agreements or exchanges of
information on pricing, terms, wages or allocations of markets.
b. Bid-Rigging — when competitors or service providers manipulate
bidding so that fair competition is limited. This may include comparing
bids, agreeing to refrain from bidding or knowingly submitting non-
competitive bids or submitting bids in turns.
c. Tying — when a company with market power forces customers to agree
to services or products that they do not want or need.
d. Predatory Pricing — when a company with market power sells a product
or service below cost so as to eliminate or harm a competitor, intending
to recover the loss of revenue later by raising prices after the competitor
has been eliminated or harmed.

VIII. Trade Sanctions

Many laws govern trade across borders, including laws that are designed to ensure that transactions are
not being used for money laundering, laws that prohibit companies from illegal trade boycotts, as well as
laws regulating imports and exports. We honor the trade, import and export control laws of all countries in
which we operate, and comply with all the applicable laws, rules and regulations. We expect our business
partners to do the same. Each of us is responsible for knowing the laws that apply to us and seek expert
advice if in doubt.
Trade requirements often change and laws in certain regions may conflict. To avoid confusion, consult legal
department.

Our Responsibilities:

a. Maintain appropriate import, export and customs records at each of our

business locations.
b. Obtain all necessary licenses before the export or re-export of products,
services or technology.
c. Do not cooperate with any restrictive trade practice or boycott that is
prohibited or penalized under applicable laws.
d. All activities involving sanctioned countries must be reviewed by the
Compliance and/or Legal department, to ensure compliance with Trade
Control Laws.

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IX. Whistleblowing
MB acknowledges and understands that whistleblowing is an activity which is stressful and which, without
appropriate protections, can be a risky undertaking for an Employee. The intent of this section is to:
a. Protect those Employees who report unethical conduct in accordance
with this section from undue negative repercussions; and protect those
who may be wrongly or falsely accused through effective investigation
procedures.
b. Whistleblowing is the reporting by Employees, contractors or Board
Members of incidents of unethical conduct that are under the control of
their employer, to persons or organizations that may be able to take
action to address the unethical conduct. At MB, whistleblowing includes
any incident of unethical conduct or violation of the Code.
c. Unethical Conduct includes any serious act or omission intentional or not
which is contrary to MB’s policies, operating procedures, or the Code,
that is illegal, unethical, immoral with serious or negative implications
for the public interest and the integrity of the organization.
d. Good faith is when the Employee has reasonable and genuine belief that
the unethical conduct has occurred or is occurring and is not making the
disclosure for personal gain or with an improper motive.
e. Reporting & Investigations
i. Please refer to the Whistleblower Policy on the process of
reporting & more details.

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Appendix A
Employee Acknowledgement

Purpose:
It is your responsibility as an employee of MB to review and ensure that you understand all
policies, in particular the policies mentioned below:

1. Code of Conduct
a. Media & Social Media- Code of Conduct policy
2. Anti-Corruption, Bribery & Gifting Policy
3. Whistleblower Policy

Employee Commitment

By signing my name below:

• I acknowledge that I have reviewed the above listed policies and
guidelines of MB and understand my responsibilities under these
corporate policies.

• I agree to report any actual or potential situation or incident that may

be contrary to the above policies as soon as I become aware of it.

• I agree to abide by the above policies, and I understand that my failure

to follow the policies may result in disciplinary action, up to and
including dismissal.

Name

Signature

Date

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