1.1 It is our policy to conduct all of our businessin an honest and ethicalmanner. We take a zero-tolerance
    approach to bribery and corruption and we are committed to acting professionally, fairly and with
    integrity in all of our business dealings and relationships wherever we operate.
    We implement and enforce effective systems to counter bribery. All of our directors, officers and
    staff are required to comply with this policy.

    1.2 We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which
    we operate. It extendsto all our business dealings and transactionsin all countriesin which we or our
    agents, subsidiaries and associates operate.

    1.3 The purpose of this policy is to:
    (a) set out our responsibilities, and the responsibilities of those working for us, in observing and
    upholding our position on bribery and corruption; and
    (b) provide information and guidance to those working for and with us on how to recognize and
    deal with bribery and corruption issues.

1.4 Bribery and corruption are punishable offence for individuals. If we are found to have taken part in
corruption, we may be excluded from tendering for public contracts and we may face damage to our
reputation. We take our legal responsibilities very seriously.

1.5 We have identified that the following are particular risks for our business:
(a) the energy and automation sector is considered to be relatively high risk
(b) facilitation or “grease” payments: these are payments demanded by officials (or others)
simply to secure or expedite the performance of their normal duties.
(c) for the purposes of this policy, facilitation payments also include other payments to public
officials in exchange for a good or service of questionable value for example, payments to
ensure that vessels are not arrested or Masters are not prosecuted on trumped-up charges.
(d) the fact that we have a large number of agents and intermediaries who act on our behalf,
particularly in high-risk jurisdictions
To address those risks we have set out guidance below and will require all our agents, associates,
intermediaries, joint venture partners, consortia members, contractors, suppliers, charterers, and
business partners and their workers (collectively, “our counterparties”) to adhere to our policy. A
declaration to this effect will be a part of all our contracts with our counterparties.

1.6 In this policy, “third party” means any individual or organization you come into contact withduring
the course of your work for us and includes actual and potential customers, suppliers, distributors,
business contacts, agents, advisers, and government and public bodies, including their advisors,
representatives and officials, politicians and political parties.

1.7 In this policy “due diligence” means taking all reasonable steps to evaluate any foreseeable risks
before entering into a business relationship through research, investigation and assessment. The
scope of due diligence must always be appropriate in the circumstances and should take into account
the capabilities of the business partner, business practices, evidence that they will behave in a
manner consistent with this policy, and any history of bribing in the past. Due diligence is a procedure
that should be carried out periodically after entering into any business relationship.

    This policy applies to all individuals working at all levels and all grades, including directors, officers,
    senior managers, employees (whether permanent, fixed term or temporary), consultants,
    contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers,
    interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their
    employees, wherever located (collectively referred to as “workers” in this policy).
    Bribery refers to the offering, giving, soliciting, or receiving of anything of value as a means of
    influencing or rewarding the actions of the other party

    4.1 This policy does not prohibit Gifts and Hospitality that is reasonable and appropriate, and consistent
    with legitimate business purpose

    4.2 Gifts of any type, worth more than INR 10,000 per person, must not be offered or made without the
    prior approval of the relevant departmental manager, office head or Compliance Manager. Gifts and
    Hospitality of any other type, worth either more than INR100,000 per occasion or INR10,000 per
    person per occasion, must not be offered or made or received without the prior approval of the
    relevant departmental manager, office head or Compliance Manager.

    4.3 Gifts and Hospitality or receipt of it is not prohibited, if the following requirements are met:
    (a) Made for the right reason: if the expenditure is a gift or hospitality, then it should be given
    clearly as an act of appreciation, if the expenditure is travel expenses then they should be
    incurred for a bona fide business purpose. Furthermore, any promotional expenditure
    should not be made with the intention of influencing a third party to obtain or retain
    business or a business advantage, or to reward the provision or retention of business or a
    business advantage, or in explicit or implicit exchange for favors or benefits.
    (b) No obligation: the recipient is not placed under any obligation.
    (c) No expectations: expectations are not created in the giver or an associate of the giver, nor
    does the transaction have a higher importance attached to it by the giver than the recipient
    would place on such a transaction.
    (d) Made openly: it is not made secretly and undocumented, as then the purpose will be open
    to question.

(e) Accords with stakeholder perception: the transaction would not be viewed unfavorably by
stakeholders if it were to be made known to them.
(f) Reasonable value: the size of the gift is small and the value of the hospitality or reimbursed
expense accords with general business practice.
(g) Timing: it is offered and given at an appropriate time.
(h) Appropriate: the nature of the promotional expenditure is appropriate to the relationship
and accords with general business practice and local customs. Furthermore, it is appropriate
inthe circumstances. For example, in India it is customary for small gifts to be given at festival
times like Diwali.
(i) Cash: gifts do not include cash or a cash equivalent (such as gift certificates or vouchers)
except in the case of employee bonuses.
(j) On the business’s behalf: it is made in the business’s name, not in employeesname.
(k) Legality: it is compliant with relevant laws.
(l) Conforms to the recipient’s rules: the gift, hospitality or reimbursement of expenses meets
the rules or code of conduct of the recipient’s organization.
(m) Infrequent: the giving or receiving of gifts and hospitality is not overly frequent between the
giver and the recipient.
(n) Documented: the expense is fully documented including purpose and approvals given and
properly recorded in the books; and
(a) Reported: the gift, hospitality or expense is reported to management and accordingly,
reviewed if compliant with this policy prior to approval or mitigated or disapproved as
(o) Foreign Public Officials: any promotional expenditure should not be offered to, or accepted
from, government officials or representatives, or politicians or political parties, without the
prior approval of the Compliance Manager.

4.4 It is not acceptable for employees (or someone acting on employee’s behalf) to:
(a) give, promise to give, or offer, promotional expenditure with the expectation or hope that a
business advantage will be received, or to reward a business advantage already given
(b) give, promise to give, or offer, promotional expenditure to a government official, agent or
representative to “facilitate” or expedite a routine procedure
(c) give, promise to give, or offer hospitality in the form of corporate entertainment without a
representative of our business being present at the event

(d) accept promotional expenditure from a third party that employee knows, or suspects is
offered with the expectation that it will obtain a business advantage for them
(e) accept promotional expenditure from a third party if employee knows or suspects that it is
offered or provided with an expectation that a business advantage will be provided by us in
(f) threaten or retaliate against another worker who has refused to commit a bribery offence
or who has raised concerns under this policy; or
(g) engage in any activity that might lead to a breach of thispolicy.


    5.1 We do not make, and will not accept, facilitation payments or “kickbacks” of any kind as these are
    bribes and are therefore illegal.
    5.2 Facilitation payments (also known as “grease payments” or kickbacks) are typically small, unofficial
    payments or otherwise gifts made to secure or expedite the performance of a routine or necessary
    action to which the payer of the facilitation payment has legal or other entitlement. They are usually
    made to secure or speed up routine actions, usually by public officials, such as issuing permits,
    immigration controls, providing services or releasing goods held in customs.
    5.3 For the purposes of this policy, facilitation payments may also include other payments to public
    officials in exchange for a good or service of questionable value, for example, payments to ensure
    that vessels are not arrested or Masters are not prosecuted on trumped-up charges.
    5.4 Unlike with payments to other third parties, the only thing that the authorities need to prove in order
    to demonstrate that a payment to a public official is a bribe is that it was intended to influence the
    public official in the performance of his or her duties. Assuch, particular cautionneedsto be exercised
    in relation to all payments to public officials.
    5.5 Kickbacks are typically payments made in return for business favors or advantages.
    5.6 All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or
    kickback will be made or accepted by us.
    5.7 It is also our policy to work to ensure that our counterparties do not make facilitation payments on
    our behalf. Our counterparties should be required to follow the guidelines set out below.
    5.8 If employees are asked to make a payment on organization behalf, you should consider what the gift
    or payment is for, and whether the amount requested is proportionate to the goods or services
    5.9 If employees determine that the request for payment is not proportionate, and therefore amounts
    to a request for a facilitation payment, you should strictly observe the procedure set out below. It is
    imperative that you maintain a detailed and contemporaneous account of your exchanges with the


person requesting payment or any of his representatives.
(a) Employees should first notify the person requesting the payment of organization policy in
respect of “unofficial gifts or payments”. State that employees and/or your company would
be committing a criminal act in certain jurisdictions if a payment is made.
(b) If the person continues to request payment, employees should ask whether the payment is
permitted or required by local written law. Employees should ask for a formal written
invoice and formal written receipt for the payment, and employees should indicate that they
are not permitted to make such payments in cash. Employees should ask to whom a cheque
should be made payable, or for the bank account details of the entity to which employees
should make payment.
(c) If a formal receipt and/or invoice is provided and required by local law for payment,
employees may make the payment, but if payment is required in cash, employees should
consult organization Compliance Manager, if possible.
(d) If the person seeking payment refuses to provide a formal invoice and/or receipt, and provide
basis of the requirement under local law but continues to demand payment, employees should
consult organization Compliance Manager.
(e) If organization Compliance Manager is not available, employees should ask the individual
demanding payment for a copy of his identity documents, and record his name and formal
position. Employees should inform the person demanding payment that employees are
required to notify organization Compliance Manager of the identity of any person asking for
payment, before any decision on the making of a payment can be made.

5.10 These steps can be applied in practice to each of the examples set out above.
5.11 If the demand is accompanied by an immediate threat of physical harm then put safety first, make
the payment and report immediately to the Compliance Manager the circumstances and amount of
the payment.
5.12 If employees have any suspicions, concerns or queries regarding a payment, employees should raise
these with the Compliance Manager.

    6.1 Improper payments must not be channeled through agents or otherintermediaries.
    6.2 Due diligence should be conducted before appointing agents and other intermediaries. Due diligence
    shall include the following:
    (a) Compiling a questionnaire for potential agents, requiring them to provide details of
    ownership, CVs and references for individuals performing the proposed services for us,
    details of directorships held, existing partners and third-party relationships (in particular
    relationships with government officials), and relevant regulatory or judicial findings.
    (b) A clear statement of the precise nature of the services offered costs, commissions, fees and

preferred means of remuneration.
(c) Researching the prospective agent (both the company and relevant individuals) through
company searches and internet research.
(d) Making inquiries with the authorities in the country where the agent is incorporated to check
the information provided by the agent.
(e) Requesting evidence of the agent’s anti-bribery policies and strategies.
(f) Renewing the above enquiries on an annual basis.
6.3 Compensation paid to agents and other intermediaries should be appropriate and justifiable
remuneration for legitimate servicesrendered.
6.4 Agents and otherintermediarieswill be required to keep clear, detailed and precise records of allsums
of money spent on our behalf. All agents and intermediaries will be explicitly required to comply with
the record keeping obligations set out in this document (see below).
6.5 Agents and other intermediaries must commit to anti-bribery best practice, consistent with the
standards set out in this policy. If they do not have their own anti-bribery policy, they must warrant
that they will adhere to our anti-bribery and corruption policy at alltimes.
6.6 We monitor the conduct of our agents and other intermediaries and reserve a right of termination
in the event that bribery occurs or is reasonably thought to have occurred.

    7.1 Procurement activities must be conducted in a fair and transparent manner.
    7.2 Due diligence should be conducted before entering into agreements with contractors andsuppliers.
    7.3 We must avoid doing business with contractors and suppliers known or reasonably suspected to be
    offering or accepting bribes.
    7.4 Contractors and suppliers must commit to anti-bribery best practice, consistent with the standards
    set out in this policy. If they do not have their own anti-bribery policy, they must warrant that they
    will adhere to our anti-bribery and corruption policy at all times.
    7.5 We monitor the conduct of our contractors and suppliers and reserve a right of termination in the
    event that bribery occurs or is reasonably thought to have occurred.
    8.1 We do not accept or solicit bribes from customers. We do not pay bribes to customers.
    8.2 All paymentsreceived from customers are in exchange forthe provision of goods and/orservices and
    are fully accounted for by us.


8.3 There are occasions on which we provide valued customers with rebates. When such payments are
made to our customers, the payments are made into a recognized bank account in the name of the
customer company.
8.4 We do not make payments to individuals who work for customers, either in the form of rebates or
in the form of inducements to enter into a business relationship with us.

    9.1 We do not make contributions to political parties.
    9.2 We only make charitable donations or sponsorships that are legal and ethical under local laws and
    practices. Where we make charitable donations, we conduct due diligence on the recipient
    organization in a manner which is proportionate to the amount of money being donated.
    9.3 Nodonationof any typemust beofferedormadewithoutthepriorwrittenapprovaloftheCompliance
    9.4 When making a donation you have to keep in mind that charitable contributions and sponsorships
    can be used as a subterfuge or route for bribery and also present opportunities for kickbacks.
    9.5 When making a charitable contribution or sponsorship, you must make sure there is no potential
    conflict of interest that could affect a material transaction.
    10.1 In the regular course of business, agents, intermediaries and employees of E Carobaar
    Technologies Private Limited may have the opportunity to advance their own personal interests
    with or against the interests of E Carobaar Technologies Private Limited. Acting in such a manner is
    unacceptable and any party who acts outside of E Carobaar Technologies Private Limited’s best
    interest may be subject to disciplinary action.
    10.2 Procedure
    (a) Duty to disclose
    Every employee/agent/intermediary of E Carobaar Technologies Private Limited is obligated to
    disclose any known or potential conflicts of interest as soon as they arise. Failure to do so could
    result in termination of employment. E Carobaar Technologies Private Limited will keep records of
    any actual, potential or perceived Conflict of Interest and any actions required to mitigate it.
    (b) Investigating potential conflicts
    When a possible conflict of interest arises, the board of directors will collect all of the pertinent
    information and may question any concerned parties. If the board determines that a conflict exists,
    steps will be taken to address the conflict. If no conflict exists, the inquiry may be documented but
    no further action will be taken.
    (c) Addressing conflicts of interest
    When an actual conflict of interest is found, any transactions that may have been affected will be
    reviewed retroactively. Affected parties both within and outside of the business, including


shareholders, directors, employees, and contractors will be notified. An investigation will also be
conducted by the board of directors to determine the extent of the conflict and the intentions of the
parties involved.
If the conflict in question involves a member or members of the board of directors, such a member
will be excused from the deliberations.
(d) Disciplinary action
As all conflicts of interest will be reviewed on a case-by-case basis, a review may result in
disciplinary action. The board of directors has full discretion to deem what disciplinary action is both
fitting and necessary, including suspension and/or termination of employment.

    11.1 Organization must ensure that you read, understand and comply with this policy.
    11.2 The prevention, detection and reporting of bribery and other forms of corruption are the
    responsibility of all of those working for us or under our control. All workers are required to avoid
    any activity that might lead to, or suggest, a breach of this policy.
    11.3 Employees must notify the Compliance Manager as soon as possible if you believe or suspect that a
    conflict with this policy has occurred or may occur in the future. For example, if a customer or
    potential customer offers employees something to gain a business advantage with us or indicates to
    you that a gift or payment is required to secure their business. Further “red flags” that may indicate
    bribery or corruption are set out in the Schedule.
    11.4 Any employee who breaches this policy will face disciplinary action, which could result in dismissal
    for gross misconduct. We reserve our right to terminate our contractual relationship with any of our
    counterparties who breach this policy.
    12.1 We must keep financial records and have appropriate internal controls in place which will evidence
    the business reason for making payments to third parties.
    12.2 Employees must declare and keep a written record of all hospitality and gifts accepted or offered,
    which will be subject to managerial review.
    12.3 Employees must ensure that all expenses claim relating to hospitality, gifts or expenses incurred to
    third parties are submitted in accordance with our expenses policy and specifically record the reason
    for the expenditure.
    12.4 All accounts, invoices, memoranda, records and other documents relating to dealings with third
    parties, such as customers, suppliers and business contacts, should be prepared and maintained with
    strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal
    improper payments.
    13.1 Employees are encouraged to raise concerns about any issue or suspicion of malpractice at the


earliest possible stage. If employees are unsure whether a particular act constitutes bribery or
corruption, or if employees have any other queries, these should be raised with organization
departmental manager or the Compliance Manager.

13.2 Concerns can be reported in-person to Compliance Manager, or by sending email to
info@spareit.co.in. All safeguards will be taken to protect confidentiality of individual(s) reporting

    It isimportant that you inform the Compliance Manager assoon as possible if you are offered a bribe
    by a third party, are asked to make one, suspect that this may happen in the future, or believe that
    you are a victim of any other form of unlawful activity.
    15.1 Workers who refuse to accept or offer a bribe, or those who raise concerns or report another’s
    wrongdoing, are sometimes worried about possible repercussions. We encourage openness and will
    support anyone who raises genuine concerns in good faith under this policy, even if they turn out to
    be mistaken.
    15.2 We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to
    take part in bribery or corruption, or as a result of reporting in good faith their suspicion that an
    actual or potential bribery or other corruption offence has taken place or may take place in the
    future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable
    treatment connected with raising a concern. If employees believe that you have suffered any such
    treatment, employeesshould inform the Compliance Manager immediately.
    16.1 Failure to adhere to this policy may result in disciplinary action being taken against employees, in
    accordance with the Disciplinary Procedure. Police involvement may also be necessary as bribery is
    a criminal offence.
    16.2 We reserve our right to terminate our contractual relationship with any person who fails to observe
    this policy.
    16.3 All cases and disputes are subject to Bangalore jurisdiction only.
    17.1 Training on this policy forms part of the induction process for all new workers. All existing workers
    will receive regular, relevant training on how to implement and adhere to thispolicy.
    17.2 Our zero-tolerance approach to bribery and corruption must be communicated to all of our
    counterparties at the outset of any business relationship and as appropriate thereafter.


    18.1 The board of directors has overall responsibility for ensuring this policy complies with our legal and
    ethical obligations, and that all those under its control comply with it.
    18.2 The Compliance Manager has primary and day-to-day responsibility for implementing this policy,
    and for monitoring its use and effectiveness and dealing with any queries on its interpretation.
    Management at all levels are responsible for ensuring those reporting to them is made aware of and
    understand this policy and are given adequate and regular training on it.
    19.1 The ComplianceManager willmonitorthe effectiveness and review the implementation ofthis policy,
    regularly considering itssuitability, adequacy and effectiveness. Any improvementsidentified will be
    made as soon as possible. Internal control systems and procedures will be subject to regular audits
    to provide assurance that they are effective in countering bribery and corruption.
    19.2 All workers are responsible for the success of this policy and should ensure they follow it to disclose
    any suspected danger or wrongdoing.
    19.3 Workers are invited to comment on this policy and suggest ways in which it might be improved.
    Comments, suggestions and queries should be addressed to the Compliance Manager.
    19.4 This policy does not form part of any employee’s contract of employment and it may be amended at
    any time.



The following is a list of possible red flags that may arise during the course of employees working with or for
the organization and which may raise concerns under various anti-bribery and anti-corruption laws. The list
is not intended to be exhaustive and is for illustrative purposes only.
If employees encounter any of these red flags, employees must report them promptly to organization line
manager or to the Compliance Manager or using the procedure set out in the Whistleblowing Policy:
1.1 employees become aware that a third party engagesin, or has been accused of engaging in, improper
business practices.
1.2 employees learnthat a third party has a reputation for paying bribes, or requiring that bribes are paid
to them, or has a reputation for having a “special relationship” with foreign governmentofficials.
1.3 a third party insists on receiving a commission or fee payment before committing to sign up to a
contract with us or carrying out a government function or process for us.
1.4 a third-party requests payment in cash and/or refuses to sign a formal commission or fee agreement
or refuses to provide an invoice or receipt for a payment made.
1.5 a third-party request that payment is made to a country or geographic location different from where


the third party resides or conducts business, without providing a reasonable explanation.
1.6 a third party requests an unexpected additional fee or commission to “facilitate” a service.
1.7 a third party demands lavish entertainment or gifts before commencing or continuing contractual
negotiations or provision of services.
1.8 a third-party request that a payment is made to “overlook” potential legal violations.
1.9 a third-party request that employees provide employment or some other advantage to a friend or
1.10 employees receive an invoice from a third party that appears to be non-standard or customized;
1.11 a third party insists on the use of side letters or refuses to put terms agreed inwriting;
1.12 employees notice that we have been invoiced for a commission or fee payment that appears large
given the service stated to have been provided;
1.13 a third party requests or requires the use of an agent, intermediary, consultant, distributor or
supplier that is not typically used by or known to us;
1.14 employees are offered an unusually generous gift or offered lavish hospitality by a third party.
1.15 Employees are involved in another business or employee’s family member is involved in a competing
business (or in a supplier or vendor business)
1.16 employees support employee’s family member to get a job in the company (or in a supplier or vendor