Code of Business Conduct & Anti-Corruption Policy.

Article 1Statement of Commitment

Cordiant operates with integrity. We compete on the strength of our products, our engineering, and the value we deliver to our customers and channel partners — never through bribery, undue influence, or any improper benefit conferred on or by anyone acting on our behalf. This Policy reflects that commitment in writing and binds everyone who acts in Cordiant's name.

Compliance with this Policy is a condition of employment, engagement, and partnership with Cordiant. Violations will result in disciplinary action, contractual remedies, termination of the relationship, and where appropriate, referral to law enforcement and regulatory authorities.

Article 2Scope and Application

This Policy applies to all Cordiant personnel and to every third party acting on Cordiant's behalf, including:

• Employees, officers, directors, and contractors of Cordiant Tech Gurus Pvt Ltd and any present or future subsidiary or affiliate
• Distributors, resellers, and authorised channel partners
• Implementation partners, hotel management companies, and integration vendors engaged to deliver Cordiant's products
• Agents, consultants, advisors, finders, and any other third party authorised to act for or in the name of Cordiant

All third parties acting on Cordiant's behalf are required, as a condition of engagement, to be contractually bound to anti-corruption obligations no less rigorous than those set out in this Policy.

Article 3Anti-Bribery and Anti-Corruption

3.1 Applicable Laws

Cordiant complies with all applicable anti-bribery and anti-corruption laws in every jurisdiction in which it operates, including but not limited to:

• The U.S. Foreign Corrupt Practices Act (FCPA)
• The U.K. Bribery Act 2010
• The Prevention of Corruption Act, 1988 (India), as amended by the Prevention of Corruption (Amendment) Act, 2018
• The Companies Act, 2013 (India), and Rules made thereunder
• Equivalent anti-corruption legislation of any jurisdiction in which Cordiant or its channel partners conduct business

Where this Policy is more restrictive than applicable law, this Policy controls. Where applicable law is more restrictive than this Policy, applicable law controls.

3.2 Prohibited Conduct

No Cordiant personnel or any third party acting on Cordiant's behalf may, directly or indirectly:

• Offer, promise, give, authorise, request, or accept any bribe, kickback, payoff, secret commission, or other improper benefit, in any form, to or from any person — public or private — to obtain or retain business, secure an improper advantage, influence a decision, or reward improper performance
• Make any payment or transfer anything of value with the intent or effect of corruptly influencing any act or decision of any customer, prospective customer, channel partner, government official, or other counterparty
• Use cash, cash equivalents, or any off-the-books mechanism for payments or expenses governed by this Policy
• Engage any third party to do anything that the Cordiant personnel may not lawfully do directly

3.3 Facilitation Payments

Cordiant prohibits all facilitation payments — small payments made to expedite or secure routine government action — without exception. The only payments to government officials permitted under this Policy are those that are lawfully required, properly invoiced or receipted, and recorded accurately in Cordiant's books.

Article 4Government Officials

4.1 Definition

For the purposes of this Policy, the term Government Official is interpreted broadly and includes:

• Officers, employees, and representatives of any national, state, provincial, regional, or local government, agency, instrumentality, or department
• Officers, employees, and representatives of any state-owned, state-controlled, or government-affiliated enterprise, including state-owned hotels, hospitality boards, tourism authorities, and aviation enterprises
• Officers, employees, and representatives of any public international organisation
• Members of any legislative, executive, judicial, or regulatory body
• Candidates for any of the above positions, and political parties or party officials
• Any person acting in an official capacity for or on behalf of any of the above

4.2 Prohibitions

No Cordiant personnel or third party acting on Cordiant's behalf may offer, promise, give, or authorise any payment, gift, hospitality, entertainment, or other thing of value to any Government Official, directly or indirectly, except for lawfully required fees that are properly receipted, recorded, and reasonable on their face.

Any meeting, hospitality, or interaction with a Government Official involving anything of value, however nominal, must be pre-approved in writing by the Chief Executive Officer or by the General Counsel, and recorded in the Cordiant compliance register.

Article 5Gifts, Hospitality, and Entertainment

5.1 General Standard

Gifts, hospitality, and entertainment offered or accepted in the course of Cordiant's business must be:

• Modest in value and frequency, and proportionate to the relationship and the purpose
• Customary for the industry and the jurisdiction in which they are offered or accepted
• Connected to a legitimate business purpose — for example, a meal during a working session, attendance at a customary industry event, or a token of courtesy at a recognised holiday
• Transparent — capable of being disclosed publicly without embarrassment to either party
• Properly recorded in Cordiant's books and records

5.2 Prohibited Categories

Notwithstanding the general standard above, the following are prohibited in all cases:

• Cash or cash equivalents (including gift cards, prepaid cards, vouchers convertible to cash, securities, or cryptocurrencies)
• Gifts, hospitality, or entertainment offered or accepted with the intent or effect of corruptly influencing a business decision
• Gifts, hospitality, or entertainment offered or accepted during an active procurement process, contract negotiation, or dispute
• Adult entertainment or any hospitality that would compromise the dignity of any party or reflect negatively on Cordiant
• Lavish, extravagant, or excessive hospitality or entertainment, regardless of who pays

5.3 Approval Thresholds

Any single gift, hospitality item, or entertainment expense valued at USD 200 or its equivalent in local currency, or any cumulative annual value to or from the same recipient or counterparty exceeding USD 500, requires prior written approval by the Chief Executive Officer.

For Government Officials, the standard is stricter: any gift, hospitality, or entertainment of any value requires prior written approval as set out in Article 4.2 above, and must be recorded in the compliance register regardless of value.

Article 6Commissions, Channel Partners, and Distributors

6.1 Reasonable, Documented, Contracted

Commissions, distribution fees, referral fees, and similar payments to channel partners must be:

• Set out in a written agreement executed in advance of the activity that earns the payment
• Commensurate with the legitimate services rendered, the territory served, and prevailing market terms
• Paid to the contracting legal entity, in the contracted currency, into a bank account in the name of that entity, in the jurisdiction in which the entity is registered
• Supported by invoices, statements of work, and evidence of services rendered, retained for the period required by applicable law and in any event no fewer than seven (7) years
• Properly recorded in Cordiant's books and records

6.2 Due Diligence on Third Parties

Before engaging any distributor, reseller, channel partner, agent, or other third party who will act on Cordiant's behalf or be paid commissions or fees by Cordiant, Cordiant conducts risk-based due diligence appropriate to the engagement, including, where relevant: identification of beneficial owners; sanctions and politically-exposed-person screening; verification of legal entity status; and assessment of the third party's anti-corruption posture and reputational standing.

6.3 Anti-Corruption Obligations Flow Down

Every distributor, reseller, channel partner, and material third party engaged by Cordiant is contractually bound, as a condition of engagement, to:

• Comply with all applicable anti-corruption laws
• Adhere to standards of conduct no less rigorous than those set out in this Policy
• Maintain accurate books and records of all transactions involving Cordiant
• Cooperate with Cordiant in any compliance audit, investigation, or inquiry
• Notify Cordiant promptly of any actual or suspected violation

Cordiant reserves the right to terminate any engagement, with or without notice, for an actual or reasonably suspected violation of these obligations.

Article 7Books, Records, and Internal Controls

All transactions involving Cordiant must be recorded fully, accurately, and in reasonable detail in Cordiant's books and records. No undisclosed or unrecorded fund or asset of Cordiant may be established or maintained for any purpose. No false, misleading, or artificial entries may be made in Cordiant's books or records for any reason. Cordiant maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are executed and recorded in accordance with this Policy and applicable law.

Article 8Conflicts of Interest

Every Cordiant employee, contractor, officer, director, and channel partner is required to avoid situations in which personal, family, or financial interests conflict, or could reasonably be perceived to conflict, with the interests of Cordiant or of any Cordiant customer or counterparty. Any actual, potential, or perceived conflict of interest must be disclosed in writing to the Chief Executive Officer promptly upon becoming aware of it. Cordiant will determine, on a case-by-case basis, the steps required to manage or eliminate the conflict.

Article 9Reporting Concerns and Non-Retaliation

Anyone who in good faith believes that this Policy or applicable law has been or may be violated is required to report the concern promptly. Reports may be made by email to compliance@cordiant.com, or directly to the Chief Executive Officer. Reports may be submitted anonymously and will be treated confidentially to the maximum extent consistent with conducting a thorough investigation and meeting any legal obligation.

Cordiant strictly prohibits retaliation, in any form, against any person who in good faith reports a concern, raises a question, or cooperates with an investigation under this Policy. Retaliation is itself a violation of this Policy and grounds for discipline, including termination.

Article 10Training, Acknowledgment, and Certification

Every Cordiant employee, contractor, and officer receives anti-corruption and code-of-conduct training upon onboarding and annually thereafter. Each is required to acknowledge in writing that they have read, understand, and will comply with this Policy. Distributors, resellers, and material channel partners are required to certify their compliance with the obligations of Articles 3, 4, 5, 6, 7, and 9 of this Policy on an annual basis, and at the request of Cordiant.

Article 11Investigations and Discipline

Cordiant investigates all reports of suspected violations of this Policy promptly, fairly, and thoroughly. Persons found to have violated this Policy are subject to discipline up to and including termination of employment or engagement, contractual remedies, recovery of any improper benefit, and where appropriate, referral to law enforcement and regulatory authorities. The same standards apply to anyone who knowingly authorises, condones, fails to prevent, or fails to report a violation by another.

Article 12Governance and Review

This Policy is reviewed at least annually by the Chief Executive Officer. Amendments take effect on publication of an updated version with a new effective date. The current version of this Policy is published at cordiant.com/cordiant-code-of-business-conduct.html and is available on request to any customer, channel partner, regulator, or other counterparty.