Purpose

The exchange or provision of business gifts and courtesies is a business practice and is usually done to create goodwill and strengthen business relationships. Impetech recognizes that giving and accepting such business gifts and courtesies in a business relationship may create a sense of obligation or a request for special treatment that may lead to improper, unethical or illogical behaviour.

The purpose of this procedure is to provide guidance to Impetech employees so that they understand what is considered to be appropriate and inappropriate behaviour with respect to the giving and acceptance of business gifts and courtesies.

In addition, this guideline serves as a reminder that Impetech employees should not cause an employee of other company that Impetech does or seeks to do business with to violate any applicable laws or related internal policies of their company.

2. Scope

This guideline is applicable to gifts and entertainment given/accepted by all Impetech employees, consultants, contractors and agents of the Impetech India Group of Companies (herein after referred as "Impetech Person'), and gifts and entertainment given to government and public officials by Impetech Persons.

3. General Guidelines on tests to be applied

Gifts and Entertainment are an important and perfectly respectable way of building and reinforcing business relationships with all those with whom we come into contact on Impetech company business. However, any Gift and Entertainment must be given and accepted with care in order to avoid possible misinterpretation.

Misinterpretations can arise whether we are giving or accepting. This could be seen as an attempt to bias a decision or to enhance personal lifestyles by misuse of company funds. We could be thought to have entered into an obligation to reciprocate, either in kind or with some other benefit. The risk of misinterpretation is enhanced if the recipient is alone when the gift or entertainment is offered.

As a result the concerned Impetech Persons should feel comfortable that giving or accepting gift or entertainment would pass all of the following tests:

• There would arise a demonstrable benefit to Impetech's business relationships.
• The recipient would not assign a higher value on the gift or entertainment than the value intended.
• It would not be interpreted as creating an obligation on the recipient.
• The Impetech Person would not be embarrassed if either his/her colleagues knew about the gift or entertainment - or if it became public knowledge (e.g. in the press).

These tests cover offers of entertainment or gifts to Impetech Persons and members of their immediate family.

Gifts would include, for example, promotional items, holiday gift, free promotional travel, and offers of Work or a donation to a charity.

4. Specific Guidelines

The following will constitute acceptable practice only if these meet the requirements of the 4 points mentioned in Para 3 above.

• Normal business lunches and dinners. These must be disclosed to the relevant Director, or, in absence of such, the line ExCo Director.
• Giving and accepting gifts of "nominal value"; where "nominal value* is defined to be no more than 22,500 in value from any one source and not more than twice in one year. Any gifts given or accepted beyond the above limits must be disclosed to the relevant Director, or, in absence of such, the line ExCo Director.

However, the above limit excludes the giving and accepting of any box of chocolates, dry fruits or sweets.

• Giving and accepting entertainment of reasonable value"; where reasonable value" is defined to be no more than i 2,500 in value per person for any one event and not more than twice in one year from the same source. Any entertainment given or accepted beyond the above limits must be disclosed to the relevant Director, or, in absence of such, the line ExCo Director.

It is the responsibility of the relevant Director, or, in absence of such, the line ExCo Director to determine what is normal and reasonable entertainment or normal business lunch or dinner, in the circumstances, to ensure compliance with this policy.

However, the above limit excludes corporate entertainment events, i.e. typically those sizeable events that involve a large number of outside guests - usually, but not exclusively, from a variety of companies. Any invitation must be disclosed to the relevant Director, or, in absence of such, the line ExCo Director, in writing, prior to attending the event. The relevant Director, or, in absence of such, the line ExCo Director shall have the discretion to refuse participation in such events. Example of such events would include hospitality arid seats at sporting events, golf days and adventure events:

• The actual level of gift or entertainment we offer someone should be judged to be appropriate for the stature of the recipient. It should neither be set so high such that a new precedent is established, nor should it be so low as to cause insult.

In exceptional cases, the status of the third party recipient may justify exceeding the above limits. The reasons should be recorded and the entertainment / gift endorsed in advance by ExCo.

• Conversely, it may be insulting to turn down a gift that is in excess of the above limits. In these circumstances you should accept the gift on behalf of the company and report it to your relevant Director, or, in absence of such, the line ExCo Director who will decide whether:
• You may retain the gift
• It will be retained for the benefit of the company
• Sold (to you or others) and the money donated to a charity.

The following constitute unacceptable practice:

• Accepting or soliciting entertainment or keeping a gift in excess of the above amounts, without having obtained ExCo approval.
• Accepting a gift or entertainment, including corporate entertainment, in the course of a tender or negotiation for supplies of goods and services. This includes areas such as contract amendments, claims and final settlements.

These guidelines attempt to address common situation. You should contact the relevant Director, or, in absence of such, the line ExCo Director if you need advice or if you are in any doubt about the acceptability of any entertainment or gift you are offered or wish to offer

5. Process for offering gifts

Subject to paragraph 5.6 below, all gifts shall be selected and sourced centrally with the Corporate Communication department being responsible for administering the process. The following process shall be adhered to for the approval and procurement of gifts through the Corporate Communication department:

5.1 Employees will submit a list of gifts to be procured to the relevant Director, or, in absence of such, the line ExCo Director for approval. The list should specify the name of the person to whom gifts need to be sent, their designation, organization, business relationship with Impetech, etc.

5.2 Once approval has been received from the relevant Director, or, in absence of such, the line ExCo Director, the employee/department will submit the gift request to the Corporate Communication department in a format specified by the Corporate Communication department.

5.3 The Corporate Communication department will be responsible for consolidating and collating all requests into a master list that they will maintain. Selection and procurement of goods will be done in the following manner:‑

`q Gifts will be selected and sourced centrally. ‘] Corporate Communication department to identify the gift options and will be selected by a central committee appointed by ExCo. q Should not contain any electronics and household equipments.

The gifts will be segregated in the following categories

• Category A Up to 7501‑

El Category B 751-1,500/-,

• Category C 1501 — 2,500/

qCategory D Above 2,500/- List of Category D needs to be approved by ExCo

5.4 Once a gift has been approved, and selected by Corporate Communication and the central committee then the Finance department must approve the expense.

5.5 Once the Finance department has provided approval for the expense, the Corporate

Communication department shall then procure the gift and provide it to the requesting department. The Corporate Communication department will retain any and all receipts, documentation, etc. and provide them to the Finance department for inclusion in financial accounting.

5.6 As an exception to the above procedure, gifts may be selected and sourced directly after prior written notification to the relevant Director, or, in absence of such, the line ExCo Director. The relevant Director, or, in absence of such, the line ExCo Director is authorised to decline the proposed gift or seek clarification from ExCo or the Ethics Counsellors.