EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made on the 17 October, 2022. BY AND BETWEEN: VANDEY CONSULTANCY SERVICES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013, bearing Corporate Identification Number U74999K.A2017PTC 100517 and having its registered office at 314 Prestige Center point, Cunningham Road, Bangalore 560-052 (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its liaison office, successors and assigns), represented by its Managing Director, Mr. David Keynan, of the FIRST PART; AND Mr. Bagadi Avinash Kumar aged about of 27 years S/O Mr. Bagadi Venkata Ramana and residing at Plot no 198, Flat no: 302, SSDS vaishnavi residency, Sai baba temple lane, Prabhat nagar, Kalyan nagar Phase-III. Motinagar, Hyderabad-500045, (hereinafter referred to as “Employee”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his/her heirs, executors and permitted assigns) of the SECOND PART. (The Company and Employée are hereinafter collectively referred to as the “Parties” and individually as the “Party”) WHEREAS: ‘A, The Company is inter-alia engaged in the business of providing consulting services Business"). B. The Company is desirous of engaging the Employee in the position of “Senior Process Engineer” as per terms and conditions as are hereinafter specifically set forth. As such, the Employee shall have responsibilities, duties, and authority commensurate with such position and will report to the management of “Meptagon” and will report on administration matters to Mr. David Keynan in India.C. The Company and Employee are therefore desirous of recording the terms and conditions of employment of Employee with the Company by executing these presents. NOW IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Ll 12 DEFINITIONS AND INTERPRETATION “Board” shall mean the Board of Directors for the time being of the Company. “Cause hall have the meaning assigned to it in Clause 6.2.1 “Confidential Information” means all information or data made available to Employee (whether furnished orally, in writing, electronically or through any other form or medium and regardless of whether it is specifically marked or identified as confidential) or which directly or indirectly comes to the knowledge of Employee or any part thereof, concerning or relating to the Company, including all analyses, forecasts, reports, studies, agreements and other documents whether prepared by the Company, its executives or a third party, but shall not include information that is now in, or hereafter enters, the publie domain through no action by Employce in violation of the terms or conditions of this or any other duty of confidentiality, contractual or otherwise. “Developments” shall mean any invention, design, technical or business innovation, computer program and related documentation, or any other work product know how or intellectual property developed, or conceived by Employee, in whole or in part that arises out of the employment with the Company, or that are otherwise made through the use of the Company's materials. rectors” shall mean the directors of the Company “Intellectual Property Rights” shall mean all intellectual property rights subsisting in the products developed, being developed and/or proposed to be developed by the Company including all patents, patent applications and patent rights, entity models, moral rights, trademarks and trademark rights, trade ¢ marks and service mark rights, service names and trade name rights, serv names and service name rights, brand names, internet domain names and sub- ions, processes, formula, copyrights and copyright rights, trade logos, slogans, trade secrets, industrial domains, inven dress, business and product nam models, processes, designs, methodologies, computer programs (including all source codes) and related documentation, technical information, manufacturing, inical drawings, know-how and all pending applications for engineering and te: Page 2 of 1 /osl2r18 2.1 22 23 and registrations of patents, entity models, trademarks, service marks, copyrights and internet domain names and sub-domains. “Person” shall mean and include an individual, firm, company, in: any other legal entity. In this Agreement: (i) the recitals shall be deemed to constitute an integral operative part of this Agreement, as ifthe same were reproduced herein; (ii) words importing the singular include the plural and vice versa; (iii) reference to days, months and years are to English calendar days, calendar months and calendar years, respectively; (iv) the words “include” and “including” are to be construed without limitation; (v) reference to statutes shall include any modification, re-enactment or extension thereof for the time being in force; and (vi) headings and bold typefaces are only for convenience and shall be ignored for the purpose of interpretation of this Agreement, 2, EMPLOYMENT ‘The Company hereby is willing to appoint and retain the Employee in the position and title of a “Senior Process Engineer”. The duties and functions of Employee primarily consist of creating PFD, P&ID and Calculation, Selection & Preparing Process Data Sheet for Process Equipment’, ete, BID Analysis for Vendor Proposal, SOO Preparation, Layout’s checking, HAZOP and Risk assessment and other duties and functions as may be modified, at the discretion ‘ofthe Company, from time to time. Employee hereby accepts such employment, to the exclusion of all other employments and engagements, on the terms, conditions and stipulations herein. ‘The Parties agree that the Agreement shall have an initial lock in period of 3 (three) months from the date of this Agreement (Lock in Period”). Employee hereby agrees that he/she shall not have the right to terminate the Agreement for any reason whatsoever during the Lock In Period Employee shall be on probation for a period of 3 (three) months from effective date of joining, During this period, the Employer may, in its absolute discretion, terminate the Employee's employment, without assigning any reasons by giving no notice period. When an Employee has completed his/her 3 (three) months probationary period, he/she is granted automatic permanent employment status unless communicated otherwise Employee will perform and discharge all his/her duties and functions assigned by the Company in a faithful, competent and professional manner. All of Page 3 of 1 - fost24 28 3. 4 42 Employee’s activities hereunder will be at the complete direction and control of the Board and the Company at all times. Employee undertakes to refer to the Company, and to the best of his/her abilities, ensure a mandate to the Company for all business opportunities known, to him/her or made known to him at any time, with respect to the business being carried on ot proposed to be carried on by the Company. Employee shall immediately make full and true disclosure in writing to the Company of: (i any direct or indirect interest or benefit he/she has derived or is likely to derive through or in connection with any contractual arrangements, dealings, transactions or affairs of the Company and/or any transactions which are likely to be detrimental to the Company; and ii) any intellectual property developed, created or owned by him/her and proposed to be used by him/her during the course of his/her employment, with the Company. Employee shall receive periodic performance reviews/evaluations at the discretion of the Board. ‘TERM OF AGREEMENT ‘This Agreement shall be valid from the Effective Date and continue to be in force unless terminated in accordance to the provisions of this Agreement. 4. DuTiEs Subject to the terms of this Agreement, Employee shall devote his/her whole ‘working time, attention and energies to the business of the Company as may be necessary and shall use his/her best endeavors to promote the interest and ‘welfare of the Company. Subject to the terms of this Agreement, during the term of this Agreement and thereafter for a period of 24 (twenty four) months, Employee shall not directly or indirectly engage himself/herself in any other business, occupation or employment which is in direct or indirect competition to the Business of the Company, whether or not such activity is pursued for profit, gain or other pecuniary advantage and Employee shall not render any other commercial of professional services or participate in any other commercial activity which is in direct or indirect competition to the Business of the Company. Page ¢of 14.3 Notwithstanding anything contained herein, it is hereby clarified that at all 1es, Employee shall employ his/her working hours for performing his duties for the Company. 5. REMUNERATION 5.1 In consideration of the duties, functions and services rendered by Employee, Employee shall be paid remuneration as detailed in Annexure A to this n). Agreement (Remunerat 5.2 Employee may be entitled to a performance bonus as determined by the Board from time to time, 5.3 The Remuneration shall be payable to Employee by the Company, subject to the deduction and withholdings of tax, as may be applicable from time to time. 6 TERMINATION OF EMPLOYMENT 6.1 The employment of Employee by the Company is contractual, and terminable by the Company and Employee in accordance with the provisions of this ‘Agreement and in the event of termination, Employee shall not be entitled to any benifits, compensation, other than as expressly provided in this Agreement or as provided for under the provisions of the applicable laws, 6.2 Termination for Cause 6.2.1 The Company shall be entitled to terminate the employment of Employee without giving any notice, if in the opinion of the Company, Employee, Continuously neglects or fails to attend to the duties entrusted to him/her. ‘The performance of the Employee is not as pert the standards prescribed by the Company. iii, Continuously fails to comply with the directions of the Company. iv. Violates Company or applicable statutory and regulatory poli enactments, rules or regulations. v. Misappropriates any property of the Company. Indulges in moral turpitude. Carries out any dishonest or fraudulent conduct or act or any breach of trust or breach of faith whether or not the same causes any actual harm or damage or loss to any Person including the Company viii, Misconduets himself/herself while discharging his/her duties or indulges in any act of commission or omission bringing disrepute or notoriety or adverse publicity to the Company. Page Sof 1 3e[03]2>x. 63 64 6: 642 6.4.3 7 CONFIDENTIALITY AND INTELL Td Divulges or discloses, either directly or indirectly, any of the Confidential Information either by way of transfer, sale, theft, misappropriation, publication, misuse or wrongful or unauthorized use of the Confidential Information or otherwise; Breaches any of the terms, conditions or stipulat ns of this Agreement. Termination for Convenience: Notwithstanding the provisions of Clause 6.2, the Company shall be entitled to terminate this Agreement at any time without assigning reasons thereof by providing a prior written notice of 60(sixty) days to Employee, or salary in lieu thereof. It is hereby clarified that Employee shall not be entitled to terminate this Agreement during the Lock In Period. Post the Lock In Period, Employee shall be entitled to terminate this Agreement by providing the Company with a prior written notice of at least 2 (two) months ‘with mutual consent of both Management and the employee. Effect of Termination: Upon termination of this Agreement, Employee shall immediately and without any protest or delay, return to the Company, in the manner required by the Company, all the assets and property (including any leased properties) of the Company including any vehicle, laptop, documents, files, books, papers and memos in Employee's possession or custody and including all information, whether confidential, intellectual property related or otherwise, received from or relating to the Company or acquired during the course of Employce’s employment, contained on or in any media, electronic or otherwise and the Company shall pay all outstanding amounts due to Employee including, reimbursement of expenses incurred by Employee during the term of ‘employment. Employce shall not be entitled to any other salary, compensation, benefit or severance payments from the Company thereafter, and the Company shalll be entitled to set-off or deduct any amounts due from Employee to the Company prior to making such payments in accordance with applicable law. ‘The termination of this Agreement shall not relieve any Party of any obligation or liability accrued prior to the date of termination. CTUAL PROPERTY RIGHTS Employee undertakes and agrees that, in consideration of the employment with the Company and the remuneration and other perquisites that Employee had and shall receive during the employment, that he/she shall abide with the following: (i) He/she witl not, either directly or indirectly, both during and perpetually 2p 8Gi) ii) Ww) afier the expiry of the term of this Agreement, without the Company's prior written permission, disclose, divulge, disseminate, publish, lecture upon, sell or transfer to any Person, or permit any Person to examine or make copies of, any documents, writings, drawings, materials or records that contain or are derived from any Confidential Information; He/she will comply, and do all things necessary to permit the Company to comply with all applicable laws and with the provisions of contracts executed by the Company relating to intellectual property or to the safeguarding of information, including the signing of any confidentiality agreements required in connection with the performance of his duties and function; Confidential Information shall be solely and absolutely vested in and owned by the Company and Employee shall not have or claim any right, title or interest therein; ‘The Company shall not be required to designate Employee as the author of any Developments. All services rendered by Employee to the Company shall be considered to be on ‘work for hire’ basis. Employee undertakes to promptly disclose all Developments, know-how and Intellectual Property to the Board and shall, at the Company's request, do all things that may be necessary and appropriate to establish perfect record or document the Company's ownership of the Developments, know-how and Intellectual Property Rights including, but not limited to, the execution of the appropriate copyright or patent applications or assignments, the productions of documents and evidence to the appropriate authorities etc. In the event that any Intellectual Property is, not assignable, Employee shalll irrevocably and unconditionally grant an exclusive, royalty free and perpetual license on such Intellectual mpany. Property to the 8 NON-COMPETE AND NON-SOLICITATION 8.1 Employee agrees that during his/her association with the Company and thereafter for a period of 1 (one) year @ Gi) Employee shall not, attempt in any manner to solicit from any client/customer, except on behalf of the Company, business of the type carried on by the Company or to persuade any Person, firm or entity ch is a client/customer of the Company to cease doing business or to reduce the amount of business which any such client/customer has customarily done or might propose doing with the Company whether or not the relationship between the Company and such client/eustomer was originally established in whole or in part through his/her efforts; or employ orattempt to employ or assist anyone else to employ any Person who is in the employment of the Company at the time of the alleged Page 7 of 1 sploslze8.2 83 84 prohibited conduct, or was in the employment of the Company at any time during the preceding 12 (twelve) months; or (iii) initiate any new activities that could be in competition to the Company’s existing business activities through any vehicle other than the Company; (iv) directly or indirectly, own, manage, operate, join, have an interest in, Control or participate in the ownership, management, operation or Control of, or be otherwise connected in any such manner with, any corporation, partnership, proprietorship, trust, estate, association or other business entity which directly or indirectly engages anywhere in the world in the same Business; or (¥) rendering any assistance for the purpose of improving, modifying, upgrading or making any betterment to any existing process, know-how, software methodology or technology whatsoever for the purpose of and/or relating to the manufacturing, selling, supplying, marketing or distributing of the same whether or not the same is patented or proprietary or otherwise relating to the Business. Employee covenants and agrees that so long as he/she is an employee of the Company he/she shall not directly or indirectly assume any executive responsibilities in any other company. Employee acknowledges and agrees that the above restrictions are considered reasonable for the legitimate protection of the business and the goodwill of the Company, but in the event that such restriction shall be found to be void, but would be valid if some part thereof was deleted or the scope, period or area of application were reduced, the above restriction shall apply with the deletion of such words or such reduction of scope, period or area of application as may be required to make the restrictions contained in this clause valid and effective. Provided however, that on the revocation, removal ot diminution of the Law or provisions, as the case may be, by virtue of which the restrictions contained in this clause were limited as provided hereinabove, the original restrictions would stand renewed and be effective to their original extent, as if they had not been limited by the law or provisions revoked. Employee shall make full and true disclosure to the Company of any direct or indirect interest or benefit that he/she has derived or are likely to derive through or in connection with any contractual arrangements, dealings, transactions or affairs of the Company. Employee represents that his/her performance of the provisions of this Agreement shall not breach and/or constitute a breach of Employee's obligations to any other Person and Employee has not and will not at any time Page 8 of 1 Bol0% 22hereafter enter this Agreement. {0 any oral/written agreement in conflict with the provisions of 9 INDEMNITY 9.1 Employee hereby agrees to indemnify and keep indemnified and hold the Company harmless from and against any loss, claim, damage, costs, taxes, duties, additions, penalties, interest thereon or expenses of any kind, including, reasonable attorney's fees, incurred/sustained or caused to be incurred/sustained by the Company on account of: (a) Any act or omission of Employee (b) Contravention of any of the terms, conditions, covenants of this Agreement; (c) Any representation or warranty or information furnished to the Company found to be false; (d) Violation/non-compliance with any laws/rules/regulations while rendering the services; (©) Failure to adhere to the standards/specifications/policies of the Company; () Improper handling or misuse of the Confidential Information of the Company; and/or (g) Infringement or unauthorized use of the Developments and/or the Intellectual Property Rights. 10 MISCELLANEOUS 10.1 Entire Agreement: The Parties confirm and acknowledge that this Agreement shall constitute the entire agreement between them and shall supersede and override all previous communications, either oral or written, between the Parties with respect to the subject matter of this Agreement, and no agreement or understanding varying or extending the same shall be binding upon any Party unless arising out of the specific provisions of this Agreement. 10.2 Company Policies: Employee will be governed by the Company's policies, regulations and procedures on the office timings, leave, travel, transfers, misconduct, provident fund, bonus and ESW/medical reimbursement or/and other matters ete. presently in force or as introduced/amended from time to time. Further, Employce during the employment period shall perform his/her duties with honesty, diligence, orderliness, obedience and faithfulness towards the Company. 10.3. Severability: Should any part of this Agreement be declared illegal or unenforceable, the Parties shall co-operate in all ways open to them to obtain substantially the same result or as much thereof as may be possible, including taking appropriate steps to amend, modify or alter this Agreement. If any term or provision of this Agreement shall be hereafter declared by a final adjudica Page 9of 1 Cfo =10.4 10.5 10.6 10.7 108 10.9 10.10 of any tribunal or court of competent jurisdiction to be illegal, such adjudication, shall not alter the validity or enforceability of any other term or provision unless, the terms and provisions so declared are expressly defined as a conditions precedent or as of the essence of this Agreement, or comprising an integral part of, or inseparable from the remainder of this Agreement. Waiver: No forbearance, indulgence or relaxation of either Party at any time to require performance of any provision of this Agreement shall in any way affect, diminish or prejudice the right of such Party to require performance of the same provision and any waiver or acquiescence by any Party of any breach of any provision of this Agreement shall not be construed as a waiver or acquiescence of any continuing or succeeding breach of such provisions or a waiver of any right under or arising out of this Agreement or acquiescence to or recognition of rights and/or position other than as expressly stipulated in this Agreement. ‘Amendment: This Agreement or any of the terms hereof may not be amended, changed, waived or discharged, unless such amendment, change, waiver, discharge or termination is in writing signed by the Parties hereto. Notices: Any notice required or permitted by this Agreement shall be in writing and shall be deemed duly served upon receipt, when delivered personally or by a delivery service, or 72 (seventy-two) hours after being deposited in the mail as certified or registered mail with postage prepaid, if such notice is addressed to the Party to be notified at such Party’s address as set forth in this Agreement or as subsequently modified by written n Counterparts: This Agreement may be executed in duplicate, to be retained by either Party, each of which shall be deemed an original, but both of which together will constitute one and the same instrument. Advice of Counsel: Employee acknowledges that, in executing this Agreement, he has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement. Equitable Remedies: The Parties acknowledge and agree that monetary damages may be an inadequate remedy for breach or threatened breach of the provisions of this Agreement, and each Party agrees that, notwithstanding anything to the contrary herein, in the event of breach of any provisions of this ‘Agreement, the respective rights and obligations hereunder shalll be enforceable by specific performance or injunctive remedy in any court of competent jurisdiction. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of India, In the event of any dispute arising howsoever in connection with the Page 101interpretation or implementation or purported termination of this Agreement, the Courts at Bangalore, India shall have exclusive jurisdiction to try all disputes, between the Parties pursuant to this Agreement, ANNEXURE A REMUNERATION ‘Components Per month | Per Annum Basic 41,666.67 | _5,00,000.04 HRA 20,833.34 [_2,50,000.02 ‘Conveyance allowance 1,600.00 | __ 19,200.00 Medical allowance 1,250.00 | __15,000.00 ‘Special allowance 8,091.66 | 97,099.95 Leave Travel allowance 8,091.66 | 97,099.95 Gross Salary | 81,533.33 | 9,78,399.96 Employer PF] 1,800.00 [ 21,600.00 crc 83,333.33 | 10,00,000.00 IN WITNE! and year first above written Signed, Sealed and Delivered by [Vandey Consultancy Services Pvt. Ltd.] By the hands of its duly authorised representative: wy Mr. David Keynan SIGNED AND DELIVERED by (Mr. Bagadi Avinash Kumar] WHEREOF, the Parties have duly executed these presents on the day Pe 1 of 1