DEALERSHIP AGREEMENT

THIS AGREEMENT is made on this 7th day of April 2021.

BETWEEN

HEIDELBERGCEMENT INDIA LIMITED, acompany incorporated under the Companies Act

1956, having its Registered Office at 9th Floor, Tower – C, Infinity Towers, DLF Cyber City,
Phase – II, Gurgaon (Haryana)- 122002, (hereinafter referred to as “THE COMPANY” which
expression shall unless repugnant to the context in which it is used, shall mean and include
its successors and assigns) of the One Part.

AND

Mr. / Ms. Ashish Kourav, S/o Mahesh Kourav, aged 31 years, by nationality Indian, Sole
Proprietor residing at Amgaon Bada, District Narsinghpur Madhya Pradesh 487225, having
a business in the name and style Amgaon Bada, District Narsinghpur Madhya Pradesh
487225 as its principal place of business (hereinafter referred to as the “Dealer” which
expression shall unless repugnant to the context mean and include his / her respective heirs,
legal representatives, administrators, executors) of the Other Part. [Delete if not
applicable]

WHEREAS

The Company is carrying on business of manufacturing of various grade of Cement

(hereinafter “Products”) and selling its Products through business partners. The Dealer has
desired to act as the dealer of the Company vide an application dated 7th December 2020
and the Company has agreed to appoint Dealer for selling anddistributingthe Products,on
the terms and conditions hereinafter contained.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED TO BY AND

BETWEEN THE PARTIES AS FOLLOWS:

1. This Agreement shall commence with effect from the day of 7th April 2021

2. The Dealer has agreed to act as one of the Company's dealers at Amgaon Bada, District
Narsinghpur Madhya Pradesh 487225 for effecting the sale and distribution of the Products
from the date of placement of security deposit with the Company, referred to in Clause 5
hereof.The Dealer shall continue to act as dealer till thisAgreement is terminatedby either
party by giving 30 (thirty) days’ notice in writing to other party or unlessterminated earlier by
the Company as provided in Clause 13 and 22 hereof.

3. This agreement is non-exclusive and the Company reserves the right to appoint other
Dealer/s in the said Amgaon Bada, District Narsinghpur Madhya Pradesh 487225 area at
any time and on such terms as the Company may deem fit.

4. All the orders placed by the Dealer shall be subject to the acceptance by the Company
and shallbe subject to the terms and conditions in force governing the sale of the Productsas
communicated to Dealer by Company from time to time in writingincluding the terms printed
on the Invoice. The price chargeable to the Dealer shall be theprice as fixed by the Company
from time to time.

5. The Dealer shall deposit with the Company a sum of Rs 1,50,000/- (Rupees One Lac
Fifty Thousand) as the security deposit for the due performance and observance of the
conditions of this agreement. The security deposit shall carry interest amount as decided by
the Company time to time from the date of making of suchdeposit till the same is refunded or
adjusted against the dues to the Company. The interest amount shall be calculated on close
of each fiscal year i.e. April to March and shall be credited to Dealer’s account on an annual
basis. However, no interest amount shall becredited to the Dealer’s accountin case the
Dealer fails to do business with the Company for four months out of 12 months during the
fiscal year by not lifting the Products during such aforesaid period.

The security depositalongwith such accrued interest, if any, shall be paid to the Dealer by
the Company at thetime of terminationorearlier determination in terms of this Agreement. In
addition to the Security Deposit already paid, Company reserves the right to obtain
additional security in the form of Bank Guarantee, Retention Money etc to secure the interest
of the Company. The Company may also on its own accord add to the Security Deposit of
the Dealer with the company for which Company may impose certain conditions which need
to be fulfilled by the Dealer. In case the conditions are not fulfilled by the dealer, the
ownership of the amount credited by the Company will not be transferred to the Dealer.

In the event of any breach by Dealer ofany terms ofthis Agreement or the terms and
conditions as mentioned in clause 4, or iffailsto pay the price of the Products supplied or any
other amount that maybe due and payable by the Dealer to the Company and in the event of
the Dealer failing to settle such debts ondemand,the Company shall be at liberty to forfeit or
adjust such debts out of the Securitydeposit/Additional Security / Retention Money (including
the interest accrued, if any) withoutprejudice to any other right/remedy available to the
Company.

6. It is expressly understood and agreed that all sales of the Products made to the Dealer by
theCompany under this Agreement shall be on principal to principal basis. Further, all the
sales made bythe Dealer to his customers of the Products shall be on its own account and
not as an agents ofor on behalf of the Company. The Dealer shall neither enter into any
contract in the name of theCompany nor by any act or deed impose or attempt to impose
any contractual or otherobligation on the Company, or purport to act as the Company's
agent in any mannerwhatsoever.

7. In the event, the Dealer request the company to supply material to any party (i.e.) directly
inconsideration of a commission, then the Dealer undertakes to guarantee the payment
ofpurchase price of such direct supply. In the event the party fails to make the payment
within such days of supply (“Due Date”), then the Company reserves the right to recover the
same fromthe Dealer or set off /adjust against the Security Deposit (s)/Additional Security /
RetentionMoney of Dealer with the Company.

8. The Dealer would be entitled for certain discounts and incentives like Cash Discount,
weekly, monthly, quarterly, annual discount, Home discount, Kind Discount, Price Difference,
Other periodical Target discount etc.,as per the policy of the Company made in this regard
subject to fulfilling of requisite conditions/criteria by the Dealer. All discount and Channel
Incentive Schemes issued by the Company from time to time will become integral part of this
agreement.All such discounts and incentives shall be passed by way of credit notes where
gross incentive amount will be bifurcated in to the basic and GST components. The Dealer
while accepting the credit note, will reverse the Input Tax Credit (ITC) equivalent to GST
amount contained in the credit note in his books of accounts and in the GST portal in the
same month in which credit has been passed on to the Dealer in their Statement of
Account.

Dealer will also ensure full compliances under the Goods & Service Act and Rule. If the
Company suffers any financial losses( GST or interest/ penalty thereof) due to delay in
reversal of ITC or due to any non-compliance at Dealers end, Company reserve all rights to
recover such loss including but not limited to interest, penalty, legal cost fine etc. from the
Dealer by issuing Debit note or deducting from Dealers future incentive/s.

9. The premises or sale point (or godown) from which the Dealer shall sell the Products are
to beapproved by the Company. The Dealer shall at its own expenses establish andmaintain
such approved premises and keep stocks of the Products for retail/wholesale/salein the said
premises as may be supplied by the Company from time to time. In case of any change i.e.
addition / deletion of place of business, the Dealer shall obtain necessaryregistrations with
Goods and Services Tax / Local Sales tax / Commercial tax or other authorities and a copy
of such registrationsshall be furnished to the company.

10. The Dealer shall defray all expenses incidental thereto, inclusive of payment of
licensefees, professional taxes and any other levies that may be imposed by the
Government,Municipal Corporation or any other authority from time to time.

11. The Dealer shall maintain proper books of account in relation to his purchase and sale of
theProducts as per statutory requirements, which shall be open to the inspection of
theCompany or any other person authorized by the Company from time to time and shall
also complywith all rules and regulations prescribed under applicable laws in force. The
Dealer undertakes to provide thesignedcopy of its accounts and confirm balances at
periodical intervals as and when requiredby the Company and such documents are
presumed to be signed by the authorized signatory of the Dealer and Dealer agrees that it
shall not contest such documents once signed and provided to the Company.

12. The Company may, at its discretion, supply to the Dealer with such publicity
materialregarding the Product(s) as it considers fit to enable the Dealer to achieve the
desired level of sales bymaking the best use thereof.

13. The Company shall also be at liberty to terminate the Agreement forthwith and without
any notice in any of the events mentioned hereunder:
(a) On the death of one of the partners, if theDealer is a partnership firm;
(b) On the occurrence of a change in the constitution of Dealer'sfirm;
(c) If the sales effected by the Dealer are in the opinion of the company inadequate;
(d) In the opinion of the Company the Dealer fails to further the Company's interest;
(e) If the Dealeror his firm or any of the partners in his firm, becomes insolvent or enter into
anycomposition with his creditors.
(f) If the Dealer does not abide any rules and statutory provisions from time to time.
(g) If the actions of the Dealer are not in consumer’s interest or are likely to damage the
reputation of the Company.

14. The Dealer shall not assign, charge or mortgage in favor of anyone else any of its rights
arising from this Agreement.All payments due to the Company shall be paid by way of Bank
transfer / Crossed cheque or Demand Draft and be payable at parand shall alwaysbe
deemed to be due and payable as such. The Dealer shall be liable to pay interest @ 18%
per annum on all payments made after 15 days of the supply of Cement.

15. The Dealer in selling the Company's said Products shall not make any representation
orgive any warranty other than those expressly authorized in writing by the Company.
16. The Dealer shall take every reasonable precaution against contamination of the Products
purchased from the company against water, dirt or any other foreign body and shall not in
any way directly orindirectly alter the company's standard quality of the Company’s Products
as delivered to the Dealer.

The Company shall have the right to exercise at its discretion quality control measure
inrespect of the said Products sold by the dealer.

17. (a) All trademarks, trade names, labels, packing etc. hereinafter collectively referred to
as “the said trademarks” whether registered in India or in any other country and belonging to
orused by the company or its parent and associate companies shall remain the property of
the owners of the trademarks and the Dealer shall at no time whatsoever during the
continuance ofthis Agreement or after its termination, be entitled to claim any right of interest
in the said trade marks by reason of the Dealer's name having been affixed or printed or
used in connectiontherewith otherwise howsoever or by reason of the fact that such trade
mark, label ordistinguishing mark or number has been suggested or adopted at the instance
of the Dealer.

(b) The Dealer shall not do any act or thing which in the opinion of the Company may
damage or injure the reputation of the said trademarks, brand value or to weaken the title
thereto.

(c) The Dealer shall forthwith give notice in writing to the company of anyInfringement or
threatened infringement of any of the said trademarks which shall at any timeand from time
to time come to the knowledge of the Dealer and it shall at all times if so requiredby the
company or its parent or associate company who is the registered proprietor of thetrade
mark, render to the company or the parent or associate company as the case may be
allassistance in their power to restrain infringement or threatened infringement of any of the
said trademarks.

18. The Dealer shall at all times ensure compliance with the Applicable Laws including
registration with the concerned authorities and any other legislation or regulation as
applicable to the sale, purchase and storage of the Products.The term Applicable Laws for
the purpose of this agreement shall mean all laws (more specifically the Competition Act,
2002 and the rules made thereto) enacted by the State or Central Government and any rules
and regulations framed there under, all rule / notifications/ regulations/ guidelines/ orders
issued by any authority, whether government, judicial or quasi-judicial.

19. The Dealer shall on all his commercial documents and on the name plate orother
indicate his place of business describe itself as a Dealer of r the Companyand shall not
describe itself as the Company's agent.

20. The Dealer shall not change the constitution of the firm / company withoutthe previous
written consent of the Company.

21. Neither party hereto shall be liable for any breach, non-observance ornon-performance
of any of the covenants and agreements on its part resulting from orcaused by reason of or
on account of any circumstances beyond its control includingexpressly (but without prejudice
to the generality of the foregoing) war, strikes orlockouts of workmen, riots or civil
commotion, administrative action, rule, regulationor legislations of Government, Acts of God
enemies of the state, any accident, fire,shortage of raw materials, water shortage, electrical
power shortage, unavoidabledifficulties in securing transport facilities, labor shortage, failure
plant andmachinery.

22. Notwithstanding anything contained in this agreement in the event of the

Dealercommitting a breach of any of the terms and conditions of this Agreement,
theCompany shall be entitled to terminate this Agreement forthwith, without assigning any
reasons and without theCompany being held liable for any damages, claims, losses or
demands.

23. No forbearance of other indulgence granted or shown by the Company to the Dealerat
any time shall affect the rights of the Company under this Agreement.

24. It is expressly agreed by the Dealer that any suit by or against the Company toenforce
the rights of either party under this Agreement or recovery of any sum of money shall only be
instituted in and tried by the Civil Court at Damoh (in case of .Products supplied from
Narsingarh Plant) or at Jhansi (in case of Products supplied from Jhansi Plant) and that the
Dealer further expresslyagrees to submit to the exclusive jurisdiction of such court.

25. All notices, consents or approvals given by the Company shall be deemed to be
dulygiven in writing and addressed to the Dealer at, or left with the Dealer at, or sent bypost
or courier to the Dealer's address given herein below. Every notice sent by postshall be
deemed to have been delivered upon expiration of 72hours after the sameshall have been
put in the post, unless actually received earlier. Any change in address shall be notified to
the Company by Dealer in writing.

Address: M/s Maa Ambey Traders

Amgaon Bada, District Narsinghpur
Madhya Pradesh 487225

26. Dealer agrees to abide by at all times during the period of the subsistence of this
agreement, without any fail, to the guidelines/polices issued by Company in vogue including
but not limited to (i) Channel Partner code of conduct (ii) Safety, Health and Environmental
Standards, (iii) Anti-Corruption (iv) Trade Sanctions (v) My Safe Work place (vi) Prevention
of Sexual Harassment to women at work places (vii) Anti-Competition. These
guidelines/policies can be obtained from the Company. .These guidelines/policies form
integral part of this agreement and the Dealer along with its representatives are under
obligation to comply with the same.

27. Indemnity: Dealer shall defend, indemnify and hold harmless the Company from and
against all actions, suits, and claims brought or made by any person, firm or company and
from all liability, loss, expenses, interest, damages, and costs (including all legal costs
incurred in taking advice and/or defending any action, suit, or claim, whether at first instance
or on appeal) suffered, incurred by or awarded against the Company arising directly or
indirectly from any injury or death of any person, any damage to or loss of any property, or
any loss, expense, interest, damage or cost suffered or incurred by any person, firm or
company in connection with (i) any wrong / false representation and warranty provided under
this Agreement and (ii) any breach of the terms and conditions of this agreement. Dealer
further agrees that the indemnity given in this shall continue in full force and effect
notwithstanding any termination of this Agreement.

28. Confidentiality: Dealer acknowledge that the confidentiality of the information, which may
be transferred to him from time to time, is essential to this agreement and agree not to
disclose the same to any other third party. The following are the exceptions to the
confidentiality obligation under this agreement:
Where the information provided is

a) Part of the public domain at the time of disclosure, or;

b) Required to be disclosed in accordance with the applicable law;
c) To their professional advisors;
d) To their officers, employees, agents or representatives, who need to have access to
such information for the proper performance of their activities under the Contract;

The obligation of the Parties as defined above shall apply notwithstanding termination of this
agreement for a period of one year from the date of disclosure of the information. Dealer
shall obtain and provide to the Company the same confidentiality obligation from the parties
mentioned at (c) & (d) in this clause, subsidiaries or any other person with whom he is
obligated to share the confidential information.

IN WITNESS WHEREOF the parties hereto have executed these presents the day and year
first above written.

Signed and delivered by

HEIDELBERGCEMENT INDIA LTD. DEALER

Date signed: Date signed:
Witnesses: Witness:
1. 1.

Date signed: Date signed:

2. 2.

Date signed: Date signed:

Heidelberg Cement’s Channel partners Code of
Conduct
--------------------------------------------------------------------------------------------------------
In general, our business activities are subject to the respective national laws
and regulations dealing with environmental protection, product safety and
social welfare matters. Over and above, it is Heidelberg Cement’s policy to
formally request that all our Channel partners respect the principles of our
Channel partner Code of Conduct and adopt practices that are consistent
with it.

Building from our Heidelberg Cement „Code of Business Conduct“, our

channel Partners Code of Conduct seeks compliance with international
social accountability standard SA 8000 and environmental standard ISO
14001 and the principles of the International Labour Organization in our
upstream supply chain.

This Channel partners Code of Conduct acts a basis for all contractual
relationships. Heidelberg Cement values close and productive cooperation
with its channel partners. That said, if all efforts to remedy material
shortcomings against the Channel partners Code of Conduct fail, either
through unwillingness of the channel partner or that the plan of action
cannot be implemented within the agreed timeframe, a termination of the
contractual relationship will ultimately result.

The Channel partners Code of Conduct

Heidelberg Cement’s Channel partners Code of Conduct expects from HC

Channel partners the following:

Working Conditions / Labour

1. Channel partners must not use child labour in any stage of

manufacturing. Channel partners are requested to follow the ILO
conventions recommendation of minimum age for admission to
employment

2. Compensation and benefits ought to comply with fundamental principles

relating to minimum wages, overtime hours and legally mandated
benefits.

3. Any form of forced or compulsory labour must not be used, and emplo-
yees shall be free to leave employment after reasonable notice.

4. Channel partners are expected to adhere to the right of employees to

freedom of association and recognition of employees’ rights to collective
bargaining, where allowable by law.
5. Workers should have safe and healthy working conditions that meets or
exceeds applicable standards for occupational safety and health.
Environmental Standards

1. Channel partners operations will be carried out with care for the
environment and will include compliance with all relevant legislation in
the country concerned.

2. All products and services will be delivered to meet the environmental,

quality and safety criteria specified in relevant contract elements, and
will be safe for their intended use.

Business Ethics
1. Business will be conducted with integrity. There will be no payments,
services, gifts, entertainment or other advantages offered or given to any
Heidelberg Cement employee or third party which are intended to
influence the way in which the Heidelberg Cement employee or third
party goes about his or her duties. Similarly Heidelberg Cement will not
offer or give such payments, services, gifts, entertainment or other
advantages to any supplier which are intended to influence the way in
which the supplier goes about his or her duties.
2. There will be respect for human rights, harassment or discrimination
against employees in any form is not acceptable. This includes but is not
limited to gender, ethnic origin, skin colour, religion, sexual orientation,
disability or age.

Concluding Comments

1. It is expected that Heidelberg Cement’s Channel partner will take res-

ponsibility to require adherence to the principals of this Channel
partners Code of Conduct from their direct partners and exercise
diligence in verifying that these principles are being adhered.

2. Safeguarding of these standards is a long-term learning and development

process. We will work together with our Channel partners towards
compliance and will continually review and revise these principles if
needed.

3. Channel partners may submit any concerns regarding non-compliant

behaviour, either to applicable laws or to internal HC regulations, via our
compliance hotline “MySafeWorkplace” (www.mysafeworkplace.com).

--------------------------------------------------
Signature of the Channel Partner

M/S Maa Ambey Traders

Amgaon Bada, District Narsinghpur
Madhya Pradesh 487225