Anti-Bribery and Corruption (ABC) Policy

1. Purpose

Teravent Limited (“Teravent” or the “Company”) is committed to conducting business with the highest standards of integrity and in full compliance with all applicable anti-bribery and anti-corruption laws. This includes, but is not limited to, the UK Bribery Act (UKBA), the U.S. Foreign Corrupt Practices Act (FCPA), the Prevention of Corruption Act, 1988 (India), and other relevant international regulations prohibiting improper payments or advantages.

This Policy establishes Teravent’s zero-tolerance approach to bribery and corruption. It sets out the Company’s expectations for ethical conduct and strictly prohibits offering, giving, soliciting, or receiving any form of bribe or improper payment in the course of business. All employees, officers, and representatives of Teravent are responsible for understanding and complying with this Policy to ensure its effective implementation.

2. Scope and Policy Requirements

2.1 Prohibition on Bribery

Teravent strictly prohibits bribery or any other form of improper payment in its business activities worldwide. This applies to dealings with government officials, commercial partners, suppliers, or any third party, whether Teravent is the giver or the recipient of a payment. No bribe or improper payment to secure a business advantage is acceptable, as such actions expose both individuals and the Company to criminal prosecution, reputational harm, and other serious consequences.

2.2 Applicability

This Policy applies to all employees, officers, agents, consultants, and any intermediaries acting on Teravent’s behalf. Each individual has a personal responsibility to conduct business ethically and comply with applicable laws in the jurisdictions where Teravent operates. Failure to comply may result in disciplinary action, including termination.

2.3 Prohibited Payments and Gifts

Improper payments include bribes, kickbacks, excessive gifts, entertainment, or any benefit intended to gain an undue business advantage. Reasonable and customary business expenses, such as modest gifts or hospitality directly related to legitimate business activities, are permitted under controlled limits:

• Any gift or hospitality exceeding USD 50 must be recorded in the Company’s internal gift log.
• Gifts or hospitality exceeding USD 50 require prior written approval from the reporting manager, including context and confirmation of compliance with this Policy.
• Employees are expected to exercise sound judgment and consult their line manager or the CEO if unsure.

2.4 Guidance Examples

• Attending a networking dinner or drinks at a conference typically does not require reporting.
• A dinner at an exclusive restaurant with a small group may be considered a reportable gift and must be logged and approved if required.

2.5 Policy Enforcement

Teravent enforces this Policy through guidance, training, monitoring, and investigation. Overall responsibility for implementation rests with the CEO and designated compliance officers.

2.6 Interactions with Government Officials

The prohibition on bribery is especially important when dealing with public officials. Teravent employees must adhere to applicable anti-corruption laws, including the Prevention of Corruption Act, 1988 (India), and equivalent laws internationally, which strictly prohibit improper payments to obtain or retain business or secure regulatory approvals.

3. Definitions

• Bribery: Offering or receiving anything of value to influence a decision or secure an improper advantage.
• Corruption: Abuse of entrusted power for private gain, including fraud, embezzlement, or misuse of position.
• Anti-bribery Laws: Legal frameworks such as the Prevention of Corruption Act, 1988 (India), UKBA, FCPA, and others prohibiting improper payments to gain a business advantage.
• Facilitation Payments: Small unofficial payments to expedite routine government actions (strictly prohibited).
• Foreign Public Official: Any officer or employee of a government or government-controlled entity, including public sector units and international organizations.
• Prohibited Payments: Includes cash, gifts, entertainment, employment offers to relatives, political contributions, charitable contributions with ulterior motives, or other benefits intended to influence decisions.

4. Willful Ignorance

Teravent and its employees may be held liable for improper payments made by agents or intermediaries if there is actual knowledge or reason to suspect a bribe. Willful ignorance - including failure to make reasonable inquiries in suspicious situations - is not a defence. Employees must remain vigilant for “red flags” in thirdparty interactions.

5. Accurate Bookkeeping

Teravent is committed to maintaining the highest standards of transparency, integrity, and accountability in all financial matters. Accurate and complete financial records are essential to prevent corruption, ensure compliance with legal requirements, and safeguard the Company’s reputation.

Employees are required to ensure that all financial transactions are properly documented and recorded in accordance with established accounting procedures. This includes:

• Avoiding Off-the-Books Accounts: All transactions must be captured in official records; creating hidden or unrecorded accounts is strictly prohibited.
• Recording Payments Transparently: Any payments to officials or third parties, regardless of size or context, must be accurately documented, clearly stating the purpose, recipient, and amount.
• Rejecting Irregular or Suspicious Documentation: False, incomplete, or unclear invoices and expense reports must be immediately reported and not processed.
• Maintaining Integrity in Financial Entries: All accounting records must truthfully and fully reflect the underlying business activity, ensuring that no misleading, deceptive, or incomplete entries are made.

By adhering to these principles, Teravent ensures that financial data is reliable, verifiable, and auditable, supporting both internal governance and compliance with applicable anti-bribery and anti-corruption laws.

6. Red Flags and Third-Party Monitoring

Teravent recognizes that interactions with third parties, such as agents, consultants, and other intermediaries, can present heightened risks of bribery, corruption, or other unethical conduct. To mitigate these risks, the Company applies rigorous standards for the selection, appointment, and ongoing oversight of all third parties acting on its behalf.

Employees are responsible for ensuring that all third-party relationships are managed with the same integrity and compliance standards expected internally. This includes:

• Conducting Thorough Due Diligence: Before engaging any third party, employees must perform comprehensive background checks to verify their reputation, legal standing, and ethical conduct. All responsibilities, obligations, and compliance requirements should be clearly defined in written contracts.
• Identifying Red Flags: Employees must remain vigilant for warning signs, or “red flags,” that may indicate potential legal, ethical, or reputational risks. Examples include unusual payment requests, opaque business structures, pressure to bypass standard procedures, or any behavior that seems inconsistent with Teravent’s policies or local laws.
• Applying Enhanced Scrutiny: If red flags are detected, employees must escalate the matter and apply additional review measures. This may include seeking legal guidance, conducting further due diligence, or implementing additional contractual safeguards to protect Teravent’s interests.
• Obtaining Prior Approval and Documenting Decisions: All engagements with third parties must receive prior approval from a senior manager. Every step of the selection and monitoring process must be properly documented to ensure transparency, accountability, and traceability for future audits or compliance reviews.

By following these procedures, Teravent ensures that its third-party relationships are conducted ethically and responsibly, reducing the risk of misconduct while safeguarding the Company’s reputation and compliance with anti-bribery and anti-corruption laws.

7. Employee Responsibilities and Reporting

Employees must:

• Be familiar with this Policy and ensure subordinates are informed.
• Seek guidance when unsure about specific situations.
• Monitor business activities conducted via third parties.
• Remain alert to indications of wrongdoing.
• Promptly report actual or suspected violations to supervisors, the next level of management, or the CEO.

Retaliation against employees who report concerns in good faith is strictly prohibited. Non-compliance may result in disciplinary action, including termination, and can also lead to prosecution with severe criminal or civil penalties.

8. Violations and Disciplinary Measures

Teravent considers any breach of this Anti-Bribery and Corruption Policy to be a serious violation of professional conduct. Such violations undermine the integrity of the Company, expose it to legal and reputational risks, and may carry significant consequences for both the individual involved and the organization as a whole.

Employees found to have engaged in bribery, corruption, or any conduct contrary to this Policy may face disciplinary measures proportionate to the severity of the violation. These measures can range from formal warnings and mandatory retraining to suspension or termination of employment.

In addition to internal disciplinary actions, violations may necessitate reporting to law enforcement or regulatory authorities, particularly in cases involving public officials or cross-border transactions. Such reporting ensures compliance with applicable anti-corruption laws and demonstrates Teravent’s commitment to legal and ethical accountability.

Finally, employees involved in violations may also face legal and financial consequences, including fines, civil penalties, or criminal prosecution, depending on the nature of the breach and the jurisdiction in which it occurs. Teravent may also pursue recovery of losses or damages incurred as a result of non-compliant actions.

By clearly defining these consequences, Teravent underscores the importance of adherence to this Policy and reinforces a culture of integrity, transparency, and ethical conduct across the organization.

9. Governance and Review

The CEO is responsible for the implementation, oversight, and continuous improvement of this Policy. The Policy will be reviewed annually, or as required due to regulatory or organizational changes.

Approved by: Board of Directors, Teravent Limited

Effective Date: 19 April 2025

Next Review:19 April 2026