ANTI-BRIBERY AND CORRUPTION POLICY

1. PURPOSE AND OBJECTIVE

STIC GSA SERVICES PVT LTD (Hereinafter to be referred as ‘Company’) is unwavering in its commitment to operate with the highest standards of integrity, transparency, and accountability. This Anti-Bribery and Corruption Policy (Hereinafter to be referred as ‘Policy’) establishes a clear framework to prevent bribery, corruption, and other unethical conduct in all aspects.

The purpose of this Policy is to:

• Ensure compliance with all applicable anti-bribery and anti-corruption laws and regulations, including but not limited to the Prevention of Corruption Act,1988.
• Promote a culture of zero tolerance towards bribery and corrupt practices.
• Establish internal controls and responsibilities to detect, prevent, and report any instances of bribery or unethical behaviour.
• Ensure that all employees, agents, customers, and third-party representatives understand and adhere to ethical standards.

2. SCOPE

This Policy is applicable to Company and all activities undertaken for or by the Company directly or indirectly. Company shall recommend adoption of this Policy to the Boards of its subsidiaries, associates and joint ventures if any.

This Policy is applicable to all individuals working at all levels and grades, including directors, senior managers, officers, other employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, interns, seconded staff, casual workers and agency staff, agents, or any other person associated with our Company and such other persons, including those acting on behalf of our Company, as designated by the Compliance Officer from time to time (all of the aforesaid being collectively referred to as ‘Personnel’).

3. DEFINITION OF BRIBERY AND CORRUPTION

1. BRIBERY
   

   Bribery includes the offer, promise, giving, demand or acceptance of an undue advantage as an inducement for an action which is illegal, unethical or a breach of trust. Bribes often involve payments (or promises of payments) but may also include anything of value - providing inappropriate gifts, hospitality and entertainment, inside information, or sexual or other favours; offering employment to a relative; underwriting travel expenses; abuse of function; or other significant favours. Bribery includes advantages provided directly, as well as indirectly through an intermediary. Bribery also includes any attempt to do any of the foregoing.

2. CORRUPTION

   Corruption includes wrongdoing on the part of an authority, or those in power, through means that are illegitimate, immoral, or incompatible with ethical standards. It is usually designed to obtain financial benefits or other personal gain. For example, bribes offered or promised in the form of money, a privilege, an object of value, an advantage to exert improper influence on decisions of an individual in his official capacity.

3. GIFT, HOSPITALITY AND ENTERTAINMENT

   A gift is anything of value and would encompass any gratuitous monetary or non-monetary benefit. It includes tangible items such as cash, precious metals and stones, jewellery, art, and any of their equivalents, and intangible items such as discounts, services, loans, favours, special privileges, advantages, benefits and rights that are not available to the general public.

THIRD PARTY

The term ‘third party’ includes any individual or organization, who/which comes into contact with the Company or transacts with the Company, and also includes actual and potential clients, vendors, consultants, retainers, agents, advisors, distributors, business associates, partners (including academic institutions), contractors, suppliers or service providers who work for and on behalf of the Company

4. POLICY STATEMENTS

1. Company does not tolerate bribery or corruption in any form or manner. Company is committed to implementing and enforcing adequate procedures to prevent, deter, detect, and counter bribery and corruption in any form or manner.

2. As a part of this commitment, offering, promising to offer, or accepting bribes, directly or indirectly, and being involved in corruption is prohibited. This commitment shall reflect in every aspect of the business carried out by the Company.

3. Company is committed to maintaining detailed and accurate books of account of all transactions, which will aid in detection of bribery or corruption.

4. Any violation of this Policy by any Personnel of the Company will be regarded as a serious matter and shall result in disciplinary action and shall attract criminal liability on the Personnel that fail to prevent bribery within their business.

5. TRAINING AND AWARENESS

The Company is committed to fostering a culture of integrity by ensuring that all employees and relevant stakeholders are aware of their obligations under this Policy and the law.

TRAINING PROGRAMS:

Regular training and awareness sessions shall be made available in relation to this Policy, obligations of Personnel, company procedures and measures. The details of Company’s whistleblowing procedures will be disseminated throughout the Company on a regular basis: Circulation of updated policies through emails and notice boards. Monthly ethics bulletins or newsletters with case studies and updates. Inclusion of anti-bribery declarations in employee handbooks and contracts.

6. DUE DILIGENCE AND ENGAGEMENT WITH THIRD PARTIES

The Company ensures that any third party engaged (e.g., vendors, consultants, joint venture partners) operates with integrity and is in compliance with anti-bribery laws and policies governing the Company.

REPORTING OF CONCERNS AND INVESTIGATIONS

1. Every Personnel is encouraged to raise concerns about any bribery issue or any case of corrupt practice or any breach of this Policy or applicable law at the earliest. If they are unsure whether a particular act constitutes bribery or corruption or if they have any other queries, these should be raised with their respective reporting manager at the following email address hr@sticgroup.com.
2. Personnel may also raise concerns or queries through the ‘Whistle-blower Policy’
3. No personnel who in good faith, reports a violation of this Policy shall suffer any harassment, retaliation or adverse employment consequences.
4. For the reported concern(s) of potential or actual violation(s) of this policy, the Compliance Officer shall take appropriate steps such as:

INVESTIGATION:

1. Enquiry or investigation of the reported concern for potential violation of this Policy shall be conducted by or with oversight of the Compliance Officer. The objective of such enquiry or investigation would be to determine the facts.
2. All investigations shall follow principles of natural justice and shall ensure that the relevant Personnel are provided with an opportunity to make their case before the investigation team.
3. Experts with the right knowledge and skills may be appointed to investigate the reported concern.
4. The investigation process and the report should be kept confidential and shall be shared only with such persons who have a “need to know” under applicable law or Company’s standard investigation process.

CORRECTIVE ACTION:

If necessary, corrective actions shall be prescribed or suggested to appropriate managers, officers and employees for implementation.

DISCIPLINARY ACTION:

The Compliance Officer after considering inputs from relevant stakeholders shall recommend appropriate disciplinary action, including but not limited to suspension and termination of service of such a defaulting Personnel. The Compliance Officer shall also recommend if the violation is potentially criminal in nature and should be notified to the relevant authorities under applicable law. In the event of criminal or regulatory proceedings, the Personnel shall co-operate with relevant authorities. Depending on the nature and scale of default the Compliance Officer may also recommend to the Board to commence civil and/or criminal proceedings against such Personnel in order to enforce remedies available to the Company under applicable laws.

7. WHISTLEBLOWER AND REPORTING MECHANISM:

The Company has implemented a structured and confidential mechanism for employees and external parties to report any actual or suspected violations of this Policy.

Reporting Channels:

• Dedicated Email: company.secretary@sticgroup.com
• Direct Reporting: To the Compliance Officer, HR Head

FLOW AND MECHANISM:

1. REPORT SUBMISSION: An individual may report anonymously or with identity.
2. ACKNOWLEDGMENT: Within 48 hours of receiving the report.
3. PRELIMINARY REVIEW: Conducted by the Compliance Committee.
4. INVESTIGATION:
   • Handled by an internal team or an external agency, depending on severity.
   • Confidentiality is maintained throughout.
   • Evidence is documented and preserved.
5. RESOLUTION AND ACTION:
   1. Disciplinary action ranging from warnings to termination.
   2. Legal action or regulatory reporting, if required
6. CLOSURE AND COMMUNICATION:
   1. Reporter (if not anonymous) may be informed of the outcome.

PROTECTION OF WHISTLEBLOWERS:

• The Company ensures that whistle-blowers are not subject to retaliation or victimization.
• Anyone attempting to harass or penalize a whistle-blower will face disciplinary action.

8. ROLES AND RESPONSIBILITIES

• EMPLOYEES: Must act ethically and report any suspicious activity.
• MANAGERS/SUPERVISORS: Must ensure compliance within their teams and support ethical conduct.
• COMPLIANCE OFFICER:
  • Oversee training programs and due diligence.
  • Receive and investigate reports.
  • Advise on policy matters and enforcement.
• BOARD OF DIRECTORS: Provide oversight and ensure effectiveness of the anti-bribery program.

9. LAW GOVERNING POLICY

Prevention of Corruption Act, 1988 (PC ACT), India.

The Prevention of Corruption Act, 1988 (PC Act) was enacted to prevent corruption in government departments and to prosecute and punish public servants involved in corrupt practices. An amendment was enacted (Amendment Act) and brought into force on 26 July 2018.

The Amendment Act provides that any public servant who obtains or accepts or attempts to obtain from any person, any ‘undue advantage’, either for himself or for any other person, with the intent to perform or cause performance of public duty improperly or dishonestly or to forbear or cause forbearance to perform such duty, shall be punishable with imprisonment for a minimum term of 3 (three) years and maximum of 7 (seven) years and shall also be liable to fine. The Amendment Act has defined ‘undue advantage’ to mean any gratification (not limited to pecuniary gratifications or to gratifications estimable in money), other than legal remuneration.

As per the Amendment Act, giving an undue advantage by a person to a public servant is considered an offence punishable with imprisonment upto 7 (seven) years or fine, or both. However, if a person is forced / coerced to give an undue advantage but reports the same to the concerned authority within 7 (seven) days of doing so, he shall not be liable for the same. The Amendment Act prescribes the offence relating to bribing a public servant by a commercial organisation, wherein a commercial organisation has been defined to include not just a body or partnership incorporated and carrying on business in India, but also a body or partnership incorporated or formed outside India but carrying on business in India.

The Amendment Act has a specific provision for offences committed by commercial organisations and persons associated with it. It provides that if a commercial organisation commits any of the offences listed out in the PC Act, then every director, manager, secretary or other officer with whose ‘consent or connivance’ the offence was committed, is to be made liable as specified under the PCA.

10. NON-COMPLIANCE AND CONSEQUENCES

Any employee or third party found violating this Policy will be subject to:

• Disciplinary action, including suspension or dismissal.
• Contract termination.
• Civil or criminal proceedings, if applicable.

11. POLICY REVIEW AND AMENDMENTS

This Policy will be reviewed and amended as and when necessary, based on:

• Significant legal or regulatory changes.
• Material internal or external incidents.
• Audit findings or employee feedback.