LMoctr Supply Agrcomont Excouion Version MASTER SUPPLY AGREEMENT ‘THIS MASTER SUPPLY AGREEMENT is execte his 2oieat a BETWEEN (8) AMBUJA CEMENTS LIMITED, » company incorporated under te Companies Act. 1956, having ts rogsteres offe at, O. Ambujanagar,Talcka Kodinar, Gr Somnath, Gujrat = 352718 and eorporatooffe at tat for, Elgant Business Park, MIDC Cross Road 8 Of ‘Anchen = Kua Road, Anh (Eas), Mumbai 400 059 (herent refered fo ae “Ambala When expressor shal uniegs repugnant fo the mesnng and contest heel be deemed ‘oan and inde fs succossore-mnarest and permuted asige) ofthe FIRST PART. (8) ACC LIMITED, acompany incorporated under the Companies At, 1919, having ts reqitces Bice a No 12%, share ave load. Mumba - 400029 (herent olered to 28 ACC ‘ch expressior sna unles repugrant othe Meaning and context hereof be ceemes to ‘mean and include ts sucoessore-nantorest and permed assigns) ofthe SECOND PART, ‘Ambuja-and ACC ave hesnatr collectively refered to 2s Parle" and indidualy ab Party WHEREAS: Both Ambuja andACC ae par ofthe LatargeHolci Group. Ambuja alo the promoter and hoding company of ACC and owns 60.05% ofthe ved and paid-up share capa of ACC. Helderna investnents Linitos (subsidiary ofLafargeHocim Lid an the promote of Ambuj) ‘250 lds 4.4% of he sued and pad-up shate capil of ACC andi leo promoter ot ‘ACC: The aggregnle cect and indies economic tres Hokennd Investment ited ‘KCC is 36.28% othe esued and pak share capta of ACC. 2 Bath Ambulaand ACC are engaged pncipaly inthe busines of manufacturing, ling and Sealing coment of al Kinds and cher cement rested product, using ther cement ‘manuacturng assets 3. In order to: () acewe synergies and economies of scale, (i) reduce oporatona cost, (i) ‘Senghen the estat of the businesses including envanmentl stainable) ancarve natural resources the Paes have. aged to enter into this Agreement for purchase and eal ofthe Mater (as defined baow) and Sarvs (as defied below om {tot eter during the Term (as doiod blow) In hs roar the Party purchasing fe Materais and Se ices shal be referred to as the “Buying Company” ana he Pay selng the Materis and Services aal bs eterradto asthe" Manufacturing Company’ 4 The Parties ae entering into his Agreement to recor thei understanding and se fot he toms and condone agreed between thom freston to oh purchase and sale ofthe ters and provision of Serves by each of thom [NOW THEREFORE in consideration ofthe mutual covenants and promises conned herein and ‘ner good and valiabe consideration the adequacy of which Is heteby acknowledged by bat the Bats, tis hesty aged ty and Seteen he Paros hetets and he Agent winced a 4. DEFINITIONS AND INTERPRETATION 1. Unies te conte otherwise requires or unless otherwise defined or provided for herein, the ‘captalzedtemsused inthis Agfeerent shal have the folowing meaningsMaster Supply Agreement ~ Execution Version 444 “ACC shall mean ACC Lites 1.12. “Agreement’ mors bis agreement and shal ncuge al schedules and annexures hefeto ad af mextfcabons,ateratons, ation or delatons terete made wring ‘pon mata cangent of he Parties and made m accordance with hie Mgreemont aot ‘he date ct exwoston of hs Agreement 41.13, Ambuj shal mean Ambuja Cements Lite 1.14. “Applicable Law’ orLaw(e) shal mesn any statute, law ragulaton, ordnance rl, judgment order, decree, bylaw, approval fom the coreared author, government resoluion, deciva, guideline, poly requtoment,c ater govermentai ration ot fany sims frm of decsion, o¢ datarinatin by, ofan} ierpreaion a acjudeaton| having the force of law of any of te foregoing, by any concemed authly hoving |nsston over the mater in queston, 41415, “Average Not Soling Price® shal mean the average of the relevant catict's Net Sling Price Inthe ment immediely preceding te ronth In whch the orders placed: 118. “Business Day’ shall mean any day ofthe weak on which schedules commercial banks sr open for busnass in Mums, Ine 1-17. “Buying Company shall nave the meaning ascribe tot under Recital 2; 1.48 "Commencement Date’ shall have the meaning ascribed tt under Clause 2 119. “Confident information’ al nave the meaning are to under Cause 12 11.10, ‘Dealer Discount shall mean iy agred ye, nin ESTER. °6. AMastr Supply Agreement ~ Execution Version 143.32, The arbiter shall proceed wih asludeaton ofthe reternce andlor any pleston for ilecm order ade parent ther, notwinsanding 2) fature to fle awitensistomant or docurenvs wih tne ans shall process ‘wah to roference the absence of ary oral the Pars who afer due Totes or neglect or refuse to atod at ha apainod ime ana place 1433.8, The abiater shall make the eriralauatd wih 6 (ex) months fam the ate of entering upon the fterence. Fo tho Purpose of a Clause the ‘tira’ shal be deemed to nave entered upon a reference onthe de on ‘hich the aratrtor ols he feat etn, 14934. Acjounment, ny, shal be granted by the abirator only in exceptional ‘cases, for bona fo reasons fo be recorded in wing Inthe event ofan ‘agounment being granted, the arbitrator shall be ented to det that Pears) seeking an adouramant spay to he other Party such amount 36 costs ae dooms fad proper 143.35, Aer an award or an onde fe made, signed copy of thereof shall be Gotwored io each Par wahin 7 (sever) Busines Days ofthe cata hergon, 142.36, The costs of arbtaton shalbe fxd bythe arivator ond the abivatorin the ‘inal awara sal specty (a) Party entitled to costs (0) the Paty who sna ay coat () te amount of cost, an) the manner nwhin costs abe al Forte purpose to hs Claus, costs a area hal mean re ees Sand expenses ofthe aria, legal fees and expenses, any adminatatve fees and any ober expense cued mn connecton with afival proceedings ‘and ata svard 14.4, Fags of aitator ‘The atta shal hiser lump sum one time) ees payable by each Paty in equal sharon the frst meeting. The sai fees shal be pad advance by each Party cate, a Party fal, neglects or etuses to pay ts pat of the alata fees ie ther Party shllbe responsible fo making such payment advance ate aba athe ‘thet Paty shall be ented i recover the same fom the defauting Party a8 costs the arbizaton, I is clarfles thatthe 52 mp sum fees shall be exclisve of any lexponses or charges towards aamileation or condi of aeration proceedings 1435, Conidonilty "No PartyorPerson involved n any way inthe cretion, coordination or operation ofthe sbivston of any Dispute may diosa the exstonce, content of real ofthe Diss tray atbtration conduct under bs Agreement in relation that Dispute and sav as requied n oer to enforce the arivaton agiesment andlor ary award made pursuant ths Agreement. MISCELLANEOUS Notices Notices, demand or chor communication aquired o permits tobe given or made unde tis ‘Agroerent shale in writng and elvered personaly or sent by prepald post wth recored ‘sivery,o by ema alowed by parconal sever or sepa pt, adresse fone intended reopen at ts acorse st foth below Io such aher addres cr elatax number as eer Party may om tit ne dl not ithe othr to Ambul ‘Ambuja Cements Litt cess Elegant Business Park, Andheri East, Mumbai 400068 finn182. 154, 186. Master Supply Agreement ~ Execution Version Ena: secretacambujacement corn tention “The Company Secretary te Ace: ACC Limited sross 121, ManarsiKarve Roa, Mumbel 400020, Emit secretarial @scclmted com Atonton: ‘The Company Secretary ‘Any such notice, deme or communication shal unless he contre prved, be demas to have been cy sored at tho time of delivery Inthe cate of eaves by delve in person © by post. No Walver ‘Save and excepts expressly provided in his Agreement, no exerese oc nue to exercise, oF {aly in exereing any ight power, or remeay vested m any Pay under or pursuant fo tes ‘Ageornent shat consthute 2 waiver by tht Paty ofthat or any eter, power rtrd, ‘Tha waiver by ete: Paty of any reach of ths Agreement sal nt prevent the aubeequen! enforcement of any subsequent breach of Pat provaion and shal ol be doomed tobe & ‘waver af any subsequent breac af that or any her prongs Relationship “Tne Parts are ndependent contractors. None ofthe Paes shal have any rah, power or _auhorty to enter inteany agreement er ron behalf or cur any ebigeio or ably of or {ecthersise tind te other Pary except a spacialy provided ty tis Agreement Nahing et this Agreement nor the performance ty the Parbes of hey respective otigalons here hal constste or shat be construed so as to constute a parmereip era jst vente ‘between the Paris to tis Agreement Each Party wl be solely Yespeneibe for compliance any Laws, decees, epuatons or order atfectng the ages rpresenatves, emgojoes (ewockers of exh Paty. ‘Notinctanding anything othe contrary contained inthis Agicement the elatonship between the Paris ison pnpaio principal basis and this Agreement wil be consiued according Ether Paty shal tno pin whatsoever have ary responsily wih expec o obigatons assumed by theater Pay Entire Agreement This Agroorent, read wih the Operational Gidenes,constiues and contains the entre ‘agreement and Understanding amengst the Parles wih respect to the subject mater hereot {hd supersedes al provousconmunicatons,segotiatons,commiments itor ot wri ‘meng the Peres respecing te subject mater herec. Binding Etfect ‘This Agroomont shal inure to the Benet of and be binding upon the Parties and ther respacive successors and ported assigns. Nething mths Aareament, expressed or ihe, ‘assigns, any ngs, Denes, piviges,Iabites ce obigaicns under o by reaoan of this ereement Amendments “This Agreement may be messes, amended or supplemented ony by the mutual wien188. 188. 1510. ssa 156.12 Master Surly Agroomont- Execution Version agreement of he Partes. Provided that any macfcaon, amendment or supplementation to Clause @ and Schedule I of tis Agreement shall feqve approal of sharchawers of the Portes, Severability Inthe event that any term, condton, or provision of this Agreement ished to be or becomes ‘od er thers unentoraeable for ary reason under any appease au, statue of equation, the sare sal be deere tobe omits rem this Agreement andra be ofno free ana elect {and the vay enor enforeaby ofthe remaining provisions af ts Agreement shall ath anyway be afetted or impaired asa vest fat omission. Notutstanding te sve, nthe ‘vento any such omission, th Paros shall ngotate mgood ath ana formule a muta sccepabio and efector alternative provson m place oft povsion so ord othe fu ‘ent posse counterparts ‘This Agreement may be executed in 2 (to) counterpans, each of whieh shal ba orginal, but such counterpart shall ogeter consti one ans the some Agreement Assignment Neither Party stil be ented fo assign this Agreement in favour of any Person witout btang prior wit concent of heater Party Time Period ‘Any dat or pri 2s sot cut in any Clause of is Agreement may be extended wt the wien censent ofthe Pares fang which time shal bs ofthe essence Coste Except as cnerise expressly specified in tis Agreament, each Party shall bear ts ovn costs inten othe aroparaton ana completon of the tems ofthe Agreement Further Assurarce Each ofthe Pats hereto shal co-operate with th other and execute and deliver one other such isrumentsand documents and tae such ow actions ae maybe ressonaly eqestod {fom tne fo tein order to camry ou, sve fect fo and cont ther igh and intended purpose ofthis Freemont (THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]Master Suply Agreement - Execution Version IN WITNESS WHEREOF, te Paes hereto nave frst ove vnten [AGREED AND ACCEPTED ‘caused tis Agreement tobe executed as othe date For AMBUJA CEMENTS LIMITED For ACC LIMITED Name: Mr Ajay Kapur ‘ile: Managing Dvectr ané Chit Execute Ofcor Name: Me Neer) Aknouy “ie: Managing Diector and Chit Executive Officer Date Date WITNess: wrress Name Name: Date Date 8Master Suply Agreement - Execution Veron SCHEDULE |- MATERIALS & SERVICES 1. | Cement 2 | cinker 2. | Raw materia fr Cinker— fuel on as needed basi 44. _| Rewmaterials 6 Cement fy 26h, sag, gypsum sc. on as needed baie’ 1+. | Tol grnding, beng tne services of tot grining coment em the denied grinding unto he angacung Caan, based on ew mater supped byte Bug Capany (Too GrindingMastor Supply Agroomont— Execution Version ‘SCHEDULE I PRICES PAYABLE FOR THE MATERIALS & SERVICES ‘The Pree foreach of te Material and Senice shal be determined 9 aocoxtance withthe prcng formula noted below agans each ofthe Matera and Service | MATERIAL PRICING FORMULA & DELIVERY POINT. | "SERVICE . { 1. | coment Manufscrng Company's Average Net Seling Price minus 5% discount, pple nthe following manner |e) In case of FOR Delvery’ he Average Net Seng Price applicable for {Suen FOR Dales inthe relevant trek 1B) In case of Ex Delvery, the Average Net Seng Price appleble for suoh Bx Doiveresin te elvan etic Datver point '8) FOR Delivery delivered at Buying Companys dealer, retaier, or consumer ste as the case may bet or 2) “ExDolvery’: delved at the Manufacturing Plant or dispstching rally yard, a the case may be 2, | Tot crnaing |For each tone, (A (8), where: Delivery pint. tthe Manufacturing Plant 3 | canker ce willbe one of he flowing (2) exoworke market pie: or (®)_exeworks market price determine by independant agency appointed by board of rectors of both Paras or (©) Manufacturing Plants clinker varabie cost of previous quater, plus askemaup, ‘The above hierarchy of methods willbe fled for aivng al the pce of clinker Dever point At the Manufacturing Plant rice wil be one of the fallowing ‘seded basis | (3) Replacement cost threo at Manufacturing Company's locaton based = RaW -materal | on mara price or ast tag, | 0) Manutactuing Company landed cot thereof pus caning costo 8% ioaurn eto) | PSF annum othe holding pera fae needed | the ature ietaiy of meods wi 32 flowes for arving ane price of bas! ‘au mataal and spre pare 6 | SE? Pa | Delivery sin: At Manufacturing Companys oct als every por 19 Company's location se 6