FIDDLEFITT LIFE PRIVATE LIMITED

(carrying on business as “FiddleFitt Life”)

1. PURPOSE AND APPLICATION

   1. This Code of Conduct and Anti-Bribery Policy (the “Code”) sets out the standards of conduct required of every director, employee, intern and independent contractor of Fiddlefitt Life Private Limited (the “Company”), and of every consultant, agent or vendor who acts for or on behalf of the Company (each, a “Covered Person”). Acceptance of the Code is a condition of employment or engagement.

   2. The Code applies to conduct in the course of the Company’s business wherever it occurs, including at the Company’s premises, at a client’s premises, during telephone, messaging and video interactions with clients, and on social media where a Covered Person is identifiable as associated with the Company.

   3. Where the Code and a provision of law differ, the law prevails. Where the Code is stricter than the law, the Code applies.

2. STANDARDS OF PROFESSIONAL CONDUCT

   1. Integrity and Care: Covered Persons shall act honestly, with due care and in the best interests of the Company and its clients, and shall not make any statement to a client, a regulator or a business partner that is false or misleading, or that omits what is necessary to prevent it from being misleading.

   2. Scope of Practice: The Company provides nutrition, diet and lifestyle guidance and does not provide medical services. No Covered Person shall diagnose a medical condition, prescribe or advise the discontinuation or alteration of medicine or hormone therapy, offer fertility treatment, hold himself or herself out as a registered medical practitioner, or represent that a Programme cures or treats any disease or disorder. Where a client presents a condition requiring medical attention, the Covered Person shall advise the client to consult a registered medical practitioner and shall record having done so.

   3. Claims and Marketing: Statements made in advertisements, on social media and in conversations with prospective clients shall be capable of substantiation, shall not promise a guaranteed outcome except on the terms of an offer approved by the Board, and shall not contravene the Consumer Protection Act, 2019, the guidelines of the Central Consumer Protection Authority on misleading advertisements and endorsements, or the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954. Client testimonials, photographs and progress outcomes shall be used only with the consent required under the Privacy Policy.

   4. Respect at Work: The Company does not tolerate discrimination on the ground of sex, religion, caste, disability or any other protected characteristic, nor harassment, bullying or intimidation of any person, whether a colleague, a client or a vendor. Sexual harassment is prohibited and complaints of sexual harassment shall be dealt with in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including by referral to the Local Committee constituted under that Act for so long as the Company is not required to constitute an Internal Committee.

   5. Client Interaction: Covered Persons shall communicate with clients courteously and only through the Company’s official channels, shall not solicit the personal relationship of a client, shall not contact a client for purposes unconnected with the Programme, and shall not divert a client of the Company to any competing service, whether during or after the engagement.

   6. Fitness for Duty. No Covered Person shall conduct a client consultation or session while under the influence of alcohol or of any substance that impairs judgment.

3. CONFIDENTIALITY AND PERSONAL DATA

   1. Client health and personal information is confidential. A Covered Person shall access it only for the purpose of delivering a Programme, shall not disclose it to any person within or outside the Company who does not require it for that purpose, and shall not discuss an identifiable client with any third party, including on social media or in promotional material. This obligation continues after the employment or engagement ends.

   2. Covered Persons shall handle personal data in accordance with the Privacy Policy and the Information Security Policy, and shall report any suspected breach in accordance with the Data Breach Response Plan.

   3. The Company’s plans, templates, session content, client lists, pricing and commercial terms are its confidential information and its intellectual property. A Covered Person shall not copy, retain or use them for any purpose other than the Company’s business, and shall return or delete all such material on the cessation of the engagement.

4. CONFLICTS OF INTEREST

   1. A Covered Person shall disclose to the Board, in writing and as soon as it arises, any interest that conflicts or may reasonably be seen to conflict with the interests of the Company, including an interest in or engagement with a competing business, the provision of nutrition or wellness services to a client of the Company otherwise than through the Company, a commercial arrangement with a laboratory, clinic, supplement brand or equipment supplier to which clients may be referred, and the employment or engagement of a relative by the Company or by a vendor.

   2. No Covered Person shall accept a referral fee, commission or other benefit from a laboratory, clinic, pharmacy, supplement brand or any other person in connection with a recommendation made to a client. Where the Company itself has such an arrangement, it shall be disclosed to the client before the recommendation is made.

   3. A Covered Person who is remunerated wholly or partly by commission shall not, for the purpose of earning commission, recommend a Programme that is unsuitable for a client or misrepresent its scope, duration or outcome.

   4. A director shall comply with the disclosure requirements of Sections 184 and 188 of the Companies Act, 2013 in respect of any contract or arrangement in which that director is interested.

5. ANTI-BRIBERY AND ANTI-CORRUPTION

   1. Prohibition: The Company prohibits bribery and corruption in every form. No Covered Person shall, directly or through any other person, offer, promise, give, request, agree to receive or accept any undue advantage, whether monetary or otherwise, in order to induce or reward the improper performance of a public or business function, or to obtain or retain business or any advantage for the Company. The Company and its personnel are subject to the Prevention of Corruption Act, 1988, under which a commercial organisation is liable where a person associated with it gives an undue advantage to a public servant to obtain or retain business for it, and its officers are personally liable where the offence is committed with their consent or connivance.

   2. Public Servants: Dealings with public servants, including officers of the tax, goods and services tax, food safety, labour, municipal and corporate affairs authorities, shall be conducted through proper channels, on the record and, where appropriate, through the Company’s professional advisers. No payment, gift or hospitality shall be offered to a public servant beyond a statutory fee payable under a receipt.

   3. Facilitation Payments: Payments to secure or expedite a routine action to which the Company is entitled are bribes for the purposes of this Code and are prohibited, irrespective of local practice or the amount involved. Where such a payment is demanded, the Covered Person shall decline and report the demand to the Board without delay. A payment made under an immediate threat to personal safety shall be reported at the earliest opportunity and recorded.

   4. Gifts and Hospitality: A Covered Person may accept or offer a gift or hospitality only where it is modest, infrequent, proportionate to the occasion, given openly and not in cash or a cash equivalent, and is not intended or likely to influence a business decision. Any gift or hospitality exceeding a value of rupees [●] requires the prior written approval of the Board, and every such item given or received shall be recorded in a register maintained by the Company. Gifts to or from public servants are prohibited.

   5. Political and Charitable Contributions: The Company shall make no contribution to a political party or for a political purpose except in accordance with Section 182 of the Companies Act, 2013 and with the prior approval of the Board. Charitable donations and sponsorships shall be approved by the Board, made to a verified recipient against a receipt, and never used as a means of conferring an undue advantage.

   6. Third Parties: The Company may be liable for a bribe given by a person acting on its behalf. Agents, consultants, marketing partners and vendors shall be engaged only after reasonable enquiry into their standing, under a written agreement containing anti-bribery undertakings and a right of termination for breach, and shall be remunerated at rates commensurate with the services actually rendered.

6. FINANCIAL INTEGRITY AND COMPANY ASSETS

   1. All receipts and payments shall be routed through the Company’s bank accounts and recorded accurately and promptly in its books. No undisclosed fund or account shall be maintained, no entry shall be false or misleading, and no document shall be created to disguise the nature or purpose of a transaction. Fees shall be collected only in the manner permitted by the Terms of Use and into accounts designated by the Board.

   2. Cash transactions shall be avoided, and no amount shall be received in cash in contravention of Section 269ST of the Income-tax law. Every receipt from a client shall be supported by a tax invoice.

   3. The Company’s funds, devices, accounts, subscriptions and premises shall be used for its business and not for personal benefit, and expenses shall be claimed only where actually incurred for the Company’s purposes and supported by documentation.

7. COMPLIANCE WITH LAW

   1. Covered Persons shall comply with the laws applicable to the Company’s business, including the Companies Act, 2013, the Information Technology Act, 2000 and the data protection law made under it, the Consumer Protection Act, 2019, the goods and services tax and income-tax laws, labour legislation, and, where the Company deals in or advises upon food products, the Food Safety and Standards Act, 2006. A Covered Person who is uncertain whether conduct is lawful shall seek guidance from the Board before proceeding.

8. REPORTING OF CONCERNS

   1. A Covered Person who becomes aware of conduct that contravenes this Code, or of any fraud, bribery, misstatement of accounts or breach of law in relation to the Company, shall report it to the Managing Director or, where the concern involves the Managing Director, to any other director. A report may be made in writing, by email or orally, and may be made anonymously, although an anonymous report may limit the extent to which it can be investigated.

   2. The identity of a person making a report in good faith shall be kept confidential to the extent consistent with a proper investigation. No Covered Person shall suffer dismissal, termination of engagement, loss of remuneration or any other detriment by reason of a report made in good faith, and retaliation against such a person is itself a contravention of this Code. Protection under this Section does not extend to a report that the maker knows to be false, or to a person’s own participation in the conduct reported, although voluntary disclosure will be taken into account.

   3. Every report shall be recorded, investigated with reasonable promptness by a person who is independent of the conduct reported, and concluded with a written finding placed before the Board. Where the conduct may constitute an offence, the Board shall consider whether it is required or appropriate to report it to the police or to a regulator.

9. CONSEQUENCES OF CONTRAVENTION

   1. A contravention of this Code may result in disciplinary action, including warning, withholding of incentives, suspension and termination of employment; in the case of a contractor, vendor or consultant, in suspension or termination of the engagement and removal from the Company’s panel; and in either case in recovery of loss suffered by the Company, referral to the appropriate authority and such other action as the law permits.

10. ACKNOWLEDGEMENT, TRAINING AND REVIEW

    1. Every Covered Person shall acknowledge in writing, on joining and thereafter once each year, that he or she has read, understood and will comply with this Code and will disclose any conflict of interest. The Company shall provide a briefing on the Code on joining and a refresher at least once each year, and shall record attendance.

    2. The Board shall review this Code at least once each financial year and upon any material change in the Company’s operations or in applicable law, and shall record the review in its minutes.