STEAM PURCHASE AND SUPPLY AGREEMENT

BETWEEN
STEAMHOUSE INDIA LIMITED
AND

FOR THE (WORKS/FACTORY SITE)

at GIDC –

This Purchase and Supply Agreement (herein referred to as AGREEMENT) has been entered
into and made effective and binding on __________ day of September month of the year Two
Thousand and Twenty-Two (Commencement Date) by and between the following parties:

M/s STEAM HOUSE INDIA LIMITED (CIN: U40300GJ2015PLC083493), a Company

registered under the Companies Act 2013 has its registered office at Plot No. 8108/1A, Road No.
2, GIDC- Sachin, Dist. Surat hereinafter referred to as ‘SELLER’, which expression shall where
the context so requires or admits of being deemed to include its successors or assigns of the
FIRST PART.
AND

M/S __________________________________________, a Company governed under

Companies Act, 2013 having its plant at _________________________________ (Hereinafter
called ‘BUYER’), which expression shall where the context so requires or admits of be deemed
to include its successors or assigns as hereinafter provided of the SECOND PART.

WHEREAS the BUYER desires to purchase from the SELLER and the SELLER agrees to sell
and deliver to the BUYER, steam produced by the SELLER on the terms and conditions stated
hereunder.

The parties have undertaken all necessary legal/statutory approvals as may be required to enter
into the present Agreement and are following all requisite laws applicable.

NOW, THEREFORE, in consideration of the terms and conditions hereinafter contained, the
BUYER and the SELLER hereby agree as follows:

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1. SCOPE OF AGREEMENT
The object of this Agreement is to set out the provisions under which the Seller will deliver to
the Buyer the Steam produced by the Seller and the Buyer will purchase the Steam from the
Seller. The purchases of the Steam by Buyer from the Seller shall be exclusively subject to the
provisions of this Agreement unless this Agreement explicitly provides otherwise.

The Buyer acknowledges that this Agreement forms the basis of the contractual relationship
between the Parties and waives the application of their respective standard terms and
conditions that usually apply to such transaction. The Buyer explicitly agrees that the
provisions of such standard terms and conditions of the Buyer shall not bind the Seller, even if
they are printed or attached to orders (if any), confirmations of orders (if any), shipping
documents, invoices, or other business documents.

2. INTERPRETATION CLAUSE
Unless defined elsewhere in this Agreement, the capitalized terms in this Agreement shall
have the meanings set forth in this Section. The terms defined below or used elsewhere in this
Agreement shall be deemed to refer to the singular or plural as the context requires.
2.1 ‘AFFILIATE’ means any person or body Controlled by, Controlling or under common
Control with either party.
2.2 ‘CONTROL, CONTROLLED OR CONTROLLING’ shall mean with respect to a
Person, the right or ability, directly or indirectly, to cause a person to act in
accordance with another Person’s instruction.
2.3 ‘CONTROL VALVE’ means a device to regulate the pressure of Supply of STEAM
being supplied to the BUYER and installed beyond the ‘Steam flow Meter’ on the
‘Service Pipeline’ within the premises of the BUYER.
2.4 CONTRACTED QUANTITY- shall mean the agreed quantity of steam to be
supplied by the seller based on the requirement of the Buyer.
2.5 DATA MONITORING PANEL: is a device which fetches the data from the billing
Flow Meter for real time monitoring of the steam.
2.6 ‘DAY’ means a period of twenty-four (24) consecutive hours beginning and ending
at 8:00 AM.
2.7 ‘DELIVERY POINT’ is the Outlet point of the ‘Flow Meter’ installed on SERVICE
PIPELINE within premises of the BUYER.

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2.8 ‘WEEK’ means a period of seven (7) consecutive days beginning from the date of
billing.
2.9 ‘FORTNIGHT’ means a period of fifteen (15) consecutive days beginning from the
date of Billing.
2.10 ‘FIRST FORTNIGHT’ means a period commencing from the first day of the month
to the fifteenth day of the month.
2.11 ‘FLOW METERING STATION’ means the pre-determined place inside the battery
limit of the BUYER where a flow Meter and other equipment for measurement of
Steam Supplied would be installed.
2.12 ‘MONTH’ means a period beginning at 8:00 AM on the first day of the calendar
month and ending at 8:00AM on the first day of the succeeding calendar month.
2.13 ‘PERSON’ shall mean any natural person or legal entity, including trustees,
representatives, administrators, heirs, executors, partnerships, corporations, limited
liability companies, trusts, unincorporated organizations, and governmental agencies,
departments, and branches.
2.14 ‘POINT OF ENTRY’ (POE) refers to the point at which the steam SERVICE
PIPELINE intersects with the Customer’s property line.
2.15 ‘PRS’ means Pressure Reducing Station installed at premises of the BUYER after
flow Meter (Steam measuring Flow Meter) for reduction of pressure of steam to the
desired level.
2.16 ‘SECOND FORTNIGHT’ means a period commencing from the sixteenth day of the
month to the last day of the month.
2.17 ‘SERVICE PIPELINE’ means the pipes and equipment for delivering steam from the
SELLER's main distribution system to the piping system that carries steam from
steam mains to the BUYER's premises.
2.18 ‘STEAM’ shall mean steam produced by the SELLER meeting the Specifications, as
described in Clause 3.6 of the present Agreement or varied from time to time in terms
of the present Agreement.
2.19 ‘STEAM FLOW METER’- is the equipment installed at the premises of the Buyer to
measure the steam flow and its other properties.
2.20 ‘TIME’ shall be stated in ‘Hours’ and shall mean Indian Standard Time.
2.21 ‘TPH’ shall mean tons per hour (1000 kg per hour).

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3. PERIOD OF AGREEMENT (“TERM”)
3.1 This Agreement shall remain valid and binding for Seven (7) years from the date of
signing of this Agreement. Both Parties may mutually agree to extend the agreement
period at the same or revised terms and conditions. Any request for extension should
be made at least a month prior to the expiry of the term.
3.2 The BUYER has been made aware of the nature of the dynamics pertaining to the
supply of steam and various attributes, such as dependence on raw materials procured
from third parties, Weather, offshore factors, risk of damage to the Steam Supply
Pipeline of SELLER’s networks, and various other factors which can cause a change
in the dynamics of business. Accordingly, it has been agreed that neither the
SELLER nor the BUYER has any right or obligation,
i. To extend or renew the terms of the agreement.
ii. To enter into a new agreement, whether upon the terms of this Agreement or
any other terms, unless the parties mutually agree in writing to extend the term
for an additional period as may be agreed upon.

4. DELIVERY, INSTALLATION, AND PRESSURE OF STEAM

The entire delivery apparatus and methodology have been explained to the BUYER and
the BUYER has confirmed the same after seeking all technical inputs. Based on the
specific requirements of the subject matter of agreement, the following points are being
agreed upon:

4.1 Point of Delivery

The Steam shall be delivered to the BUYER through the steam pipeline laid for the
unit/works of the BUYER from the main piping network as set up by the SELLER
for the purpose of supply of steam to its various customers. As regards the supply of
steam to the BUYER, the point of delivery shall be the outlet of the “STEAM FLOW
METER’

4.2 Installation
It has been agreed that the installation of the entire delivery apparatus till the “PRS’
shall be undertaken by the SELLER in the manner as follows:
4.2.1 The ‘SERVICE PIPELINE’ to the Flow Metering Station from the main piping
system would be laid and maintained by the SELLER and the steam will be

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 transported from the Flow Metering Station by means of a pipeline provided by the
BUYER at the BUYER’s cost.
4.2.2 The ‘STEAM FLOW METER and ‘CONTROL VALVE’, though installed by the
SELLER shall be under the ownership and responsibility of the BUYER, the cost of
the installation of the Steam Flow Meter and the Control Valve will be borne by the
BUYER. The BUYER further shall intimate to the SELLER of any defect of
misfunctioning in the Steam Flow Meter and/or Control Valve. The BUYER shall
install the concerned Steam Flow Meter as near as possible to the entrance of the
premises.
4.2.3 The BUYER agrees to let the SELLER supply, install, and maintain the Service
Pipeline from the main DISTRIBUTION LINE upto & including the ‘FLOW
METERING STATION’. The maintenance and upkeep of the service pipeline after
the Delivery Point, ‘Flow Metering Station’ outlet, shall be directly undertaken by
the BUYER and it shall bear all costs pertaining to the same, everything said above
shall be in concurrence with the Boiler Act 1923. All responsibility (Including
statutory compliance under Boiler Act 1923) of service pipeline up to Flow
Metering Station should be sole responsibility of the SELLER.
4.2.4 The responsibility and ownership of the Steamline upto the Outlet of Steam Flow
Meter installed in the BUYER’s Premises and from Outlet of Steam Flow Meteer
till the Delivery Point shall be of the BUYER and both the parties will be adhering
to The Boiler Act 1923 and any Amendments made to the Act.

4.3 Delivery
4.3.1 The BUYER shall make all proper and adequate arrangements for receiving the
Steam at the DELIVERY POINT at his own risk and cost. Should any defect in
the BUYER’s arrangements or steam using equipment arise, the same shall be
immediately rectified by the BUYER, with intimation to the SELLER (within 2
hours of becoming aware of the defect). The BUYER shall indemnify any loss or
damage that occurred to the SELLER due to the defect in the arrangement made
by the BUYER for receiving the Steam. The SELLER shall have the right to
suspend the supply of steam after intimating to the BUYER about such suspension
until the rectification has been done by the BUYER in the defective arrangements.
The SELLER will have an option to discontinue the supply of Steam to the
BUYER with prior intimation to the BUYER as soon as any defect or unsafe
operation is noticed in the BUYER’s arrangements or equipment.

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 4.3.2 The SELLER shall inform the BUYER immediately about accidents and/or
defects in the BUYER’s equipment or pipelines resulting in discontinuation or
complete or partial stoppage of steam supply. In such an instance, the SELLER
shall not be liable for any failure to perform or for the delay in performing any of
the provisions(s) of the contract in such conditions and the SELLER shall not be
held responsible for any losses or damage to the BUYER due to partial or
complete stoppage of Steam supply.
4.3.3 The BUYER might be required to reduce the pressure of the supplied STEAM and
for that the BUYER shall be required to install a PRS after the ‘FLOW
METEREING STATION’ on its own cost and risk.
4.3.4 Any production loss or any kind of losses whatsoever attributable to the
functioning of the aforesaid equipment/ installations for any reason whatsoever
shall, in no way, be the SELLER’s responsibility, and accordingly the SELLER
shall not be held responsible for any such losses or damages in any circumstances.
4.3.5 The BUYER under no circumstances shall sublet/lease/sell/create a charge/
alienate in any way any part or whole of the steam supply-related equipment at
any given time, without the consent of the SELLER.

4.4 Tampering
Notwithstanding anything contained in any of the clauses of this Agreement in case
the BUYER is found to have tempered with the Steam Flow Meter or bypassing the
steam Flow Meter, the steam supply would, immediately will be discontinued by the
SELLER.
4.4.1 It has been understood by the BUYER that Tampering has a major repercussion on
the overall functioning of the SELLER and may cause a loss on the supply
network. If this Agreement is terminated because of Tampering by the BUYER,
then the BUYER shall pay the quantum of loss as ascertained by the SELLER and
explained to the BUYER or 25% of the average of the contractual amount of
steam purchased in the last three billing periods (i.e., 45 days) by the BUYER or
whichever would be higher.
4.4.1.1 In case, the three billing periods as mentioned in Clause 4.4.1 aren’t over,
then 25% of the contractual amount of steam purchased in the last billing
period shall be considered. In the absence of the last billing period, 30% of
the contractual amount of the steam is purchased in the ongoing billing
period.

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 4.4.2 The title to the STEAM shall pass from the SELLER to the BUYER at the
‘DELIVERY POINT’. ‘The SELLER would supply steam at a pressure range of
12-17Kg/cm2g at the Delivery Point. In case of pressure goes below the BUYER’s
requirement the BUYER will immediately inform the SELLER and stop the steam
supply valve.
4.4.3 The BUYER understands that the Flow Meter installed at its premises is in
consonance with the amount of steam supply required by the BUYER. In case, the
BUYER extracts more than the contractual quantity of steam, it can affect the
accuracy of the Flow Meter which may also lead to the inaccurate reading. Hence,
in such a situation, the BUYER must get the Flow Meter replaced from the
SELLER and BUYER will bear all the cost and expenditures that have occurred.
4.4.4 The BUYER understands that the data monitoring panel which will be installed in
the premises of the BUYER at the cost of the BUYER, shall have the replacement
and repairing warranty for a maximum of six months from the installation. In case
of any default post the expiration of warranty period, the BUYER will bear all the
repairing and replacement costs, if any. Hereby, it’s suggested to the BUYER that
the panel should be kept in a protected environment.

4.5 Maintenance Scheduling (Annual Maintenance)

The BUYER agrees that not less than thirty (30) days prior to the commencement of
each financial year (except the first year), the BUYER will provide to the SELLER
an expected schedule for the Steam demand which shall be based on scheduled
maintenance and other conditions at their plant (the “Annual Steam Plan”). The
BUYER shall use commercially reasonable efforts to coordinate their scheduled
maintenance, with the SELLER’s scheduled maintenance of its plant.
Notwithstanding anything to the contrary contained in this Section, the Parties agree
that total scheduled planned maintenance shall not exceed fifteen (15) calendar days’
time during any single financial year.

The SELLER or its authorized representative shall have a right of entry with prior
intimation into the BUYER’s premises if in SELLERS’s Opinion there has been any
interruption in the supply of steam to inspect the steam-related equipment including
the Flow Metering equipment, route of pipelines up to all consumption points, and
steam-consuming facilities inside the BUYER’s premises.

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5. STEAM QUANTITY OBLIGATION
Subject to the availability of the SELLER to supply the steam to the BUYER, the SELLER
agrees to sell the STEAM on a Firm Basis to the BUYER, The Buyer agrees that the steam
supplied by the SELLER shall be used by the BUYER solely for its own processes and use
subject to the average consumption of __________Ton Per hour and a total of ______Tons in
a period of 31 days hereinafter called as ‘Contracted Quantity’. However, the billing of steam
supply to BUYER by the SELLER would be based on the actual quantity consumed as per
Flow Meter installed. The supply of Steam shall be at an even rate spread over a period of 24
hours and the BUYER agrees to use as per plant requirement. However, the peak rate of
drawing should never cross the Contracted Quantity without specific written approval from
the SELLER. Any permission to exceed the Contracted Quantity TPH would be given, at the
discretion of the SELLER, subject to the availability of the steam with the SELLER at that
point in time.
This clause is meant to safeguard the entire steam supply system against a sudden and
unexpected spike in steam consumption that may result into the tripping of the system.

5.1 At no point of time the BUYER is allowed to draw more than the Total Contracted
Quantity. For any withdrawal above 100% of the monthly contractual quantity, an
extra charge of 10% over the usual charge would be applicable.

5.2 If due to some unforeseen reasons the period of reduction or stoppage in supply of
Steam from the SELLER side lasts for more than 15 days, then BUYER shall be
free to terminate the Agreement by a written notice of 10 (Ten) days to the
SELLER. However, the BUYER is only eligible to terminate the contract only
after paying all the outstanding dues and after giving an undertaking that the
stoppage of supply in steam was not due to the failure of the BUYER’s
Responsibility.

5.3 The Buyer shall purchase STEAM every month to a minimum of 80% of the
contracted quantity. If The Buyer purchases STEAM less than 80% of the
contracted quantity during a calendar month and when the Seller is prepared to
supply the same, the Buyer shall pay to the Seller, the fixed cost accrued by the
SELLER for this monthly minimum quantity (hereinafter termed as ‘Minimum
Guaranteed Offtake’ or ‘MGO’) of 80% of the contracted quantity. However, in
case of stoppage or interruption of supply of STEAM from the SELLER’s side,

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 the MGO will be reduced on a pro-rata basis. That is, if STEAM supply for ‘N’
number of days is less than the MGO quantity or if the plant of the Buyer is under
shutdown for ‘N’ number of days due to scheduled planned maintenance then the
MGO would be worked out as: -
MGO = Monthly Contracted Quantity x (number of days in a month – N)/ number
of days in a month
The Buyer undertakes to pay for such MGO or for actual quantity used during the
month, whichever is higher.

6. SALE PRICE AND PAYMENT

6.1 The Payment for the Steam Purchased shall be in accordance with the rate chart as
attached with this agreement as Annexure -A, Steam Price as on the date of the
agreement is Rs. 4500 per Ton in which the Fixed Cost for the 1st year of Contract
shall be Rs. 850/- and Variable Cost shall be Rs. 3650/-. From the next year of the
Contract, the Fixed Cost shall escalate with 5% every Next Financial Year Starting
1st April.
6.2 That in case the BUYER’s steam consumption is less than 0.25 TPH then the
SELLER would add a markup of 1.5 times on the prevailing prices to meet the loss
incurred by the SELLER during transmission of steam.
6.3 It is specifically agreed that in case any particular cess or tax or fee or duty or levy or
assessment or other incidental and connected charges, etc, or any change thereto is
effective or imposed, as the case may be, or any charges imposed by the concerned
Central or State Government or local authority or any such other body or bodies, the
same shall be payable by the BUYER to the SELLER or directly as the case may be.
6.3.1 Components and Escalation in Sale Price:
6.3.2 The BUYER has understood that the project is designed around the SELLER
procuring coal from Indonesia. Any variation in this component would be a
pass-through to the BUYER. The market rate of the coal would be arrived at
by taking the mean of the rates paid by the three largest Gujarat-based
importers of Indonesian coal. However, the sale price of steam would be
revised as and when the price of coal will fluctuate. A notice will be sent to
the BUYER 48 hours before any such change.
6.4 Invoicing
6.4.1 The SELLER shall raise and issue the invoice for FIRST FORTNIGHT on
every 15th day of the MONTH based on the quantity drawn and the invoice

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 for SECOND FORTNIGHT would be raised on the last day of the month. In
case the quantity drawn is less than the MGO quantity the differential
amount for the Fixed cost element would also be billed as detailed in Para
6.1 above.
6.4.2 Payments are to be made within 7 (seven) days of receipt of the invoice.
However, if the 7th day is a bank holiday, then the 6th working day would be
considered as the due date and on this precise day, the invoice amount should
be received in the SELLERS bank account. Bill sent on designated e-mail
would be considered as proper delivery of the bill. If payment to any invoice
is delayed beyond seven days, The BUYER shall pay interest of @18% for
the period of delay. This SELLER reserves the right to add the interest
amount to be paid in the next bill raised by the SELLER. SELLER reserves
the right to discontinue the supply of STEAM to the BUYER if the payment
is not received within ten days after the due date. For resumption of supplies,
the BUYER must pay Rs. 5,000/- as reconnection charges.
6.4.3 The SELLER, being an eco-friendly organization discourages the use of
paper. Therefore, invoices would be sent through e-mails to the designated e-
mail account of the BUYER. Delivery of invoice through e-mail would be
considered as proper delivery of the invoice to the BUYER. However, in
case the BUYER is desirous to get a paper invoice, it may ask for the same.
Payments can be made by direct transfer to SELLER’s bank account with
intimation to us. Bank details to which the BUYER shall make all the
Payments are as follow:

Name of the beneficiary : Steam House India Limited

Name of the bank : Axis Bank Limited
Branch : Ghod Dod Road, Surat.
Account Number : 921030002690772
IFSC Code : UTIB0000047

Once the BUYER’s web-based payment gateway comes into operation,

payments will have to be made through that only.
6.4.4 Invoice Requirements

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 The SELLER shall a raise valid Tax invoice for the supplies made to the
BUYER as per the provisions of the GST Act. and shall include the
following information:
a. Name, address and GSTIN of the supplier;
b. a consecutive serial number, in one or multiple series, containing alphabets
or numerals or special characters’, hyphen or dash and slash symbolized as
“-” and “/” respectively, and any combination thereof, unique for a financial
year;
c. date of its issue;
d. name, address, and GSTIN of the recipient;
e. HSN code of goods or Accounting Code of services;
f. description of goods or services;
g. quantity in case of goods and unit or Unique Quantity Code thereof;
h. total value of supply of goods or services or both;
i. taxable value of supply of goods or services or both taking into account
discount or abatement, if any;
j. rate of tax (central tax, State tax, integrated tax, Union territory tax or cess);
k. amount of tax charged in respect of taxable goods or services (central tax,
State tax, integrated tax, Union territory tax or cess);
l. place of supply along with the name of State, in case of a supply in the
course of inter-State trade or commerce;
m. address of delivery where the same is different from the place of supply;
n. whether the tax is payable on a reverse charge basis; and
o. A signature or digital signature of the supplier or his authorized
representative:
Above details are required for the BUYER to claim Input Tax Credit with respect
to the taxes charged in the invoice by the vendor.

7. The SELLER ensures that correct taxes are charged under the GST Act/Rules, including
consideration of provisions pertaining to place of supply under the GST Act/Rules.

8. SECURITY DEPOSIT (SD)

‘The BUYER shall within 10 days of the signing of the agreement pay interest-free deposit
equivalent to 30 days bill based on ‘CONTRACTED QUANTITY’ as defined at clause 2
above, of STEAM per day at a prevailing STEAM price. That is Rs_____________/- for 24

11
 Months. After expiry of the said 24 months, the SELLER shall provide interest to the
BUYER on the security deposit at the prevalent Repo Rate.
Other Costs to the BUYER’s account
‘Metering station’ consisting of ‘steam Flow Meter’, ‘control valves’ would be provided,
laid, commissioned, and maintained by the SELLER at BUYER’s cost. The cost for such
equipment shall be paid ___________ + GST as applicable.

However, BUYER is obligated to install a suitable PRS at its cost.

The BUYER understands and agrees that the data monitoring panel which will be installed
on the premises of the BUYER at the cost of the BUYER shall have a replacement and
repairing warranty for a maximum of six months from the installation. In case of any default
post that period, the BUYER will bear all the repairing and replacement costs, if any.
Hereby, it’s suggested to the BUYER that the panel should be kept in a protected
environment and should provide all the necessary resources.

9. MEASUREMENTS
The quantity of steam supplied would be measured and billed in Tonnes. The measurement
for the billing purpose would be done through the ‘Steam Flow Meter’ installed within the
premises of the BUYER. That is, this ‘steam flow Meter’ would be the ‘billing Flow Meter’.
However, the current Flow Meter selection is based on the steam flow limits provided by the
BUYER and adheres to the pressure vs flow table below:

E&H MAKE VORTEX FLOW METER [ Prowirl D200]

Pressure 4 5 6 7 8 9 10 11 12
[Kg/cm2
G]

FLOW M M M M M M M M M M M M M M M M M Ma
RATE in ax in ax in ax in ax in ax in ax in ax in ax in x

Siz Siz [Kg/Hr] [Kg/Hr] [Kg/Hr] [Kg/Hr] [Kg/Hr] [Kg/Hr] [Kg/Hr] [Kg/Hr] [Kg/Hr]
e e
D [In
N ch]
[m
m]

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10. INSPECTION OF BILLING FLOW METERS
10.1 The SELLER at BUYER’s Cost shall inspect, test, and calibrate the Billing Flow
Meter(s) periodically [at least once in six (6) Months]. For purpose of this
agreement, a ‘BILLING FLOW METER’ that is inaccurate by not more than two
percent (2%), plus or minus, shall be deemed accurate. Upon reasonable notice by
the BUYER, the SELLER must make additional inspections and tests of the
billing Flow Meters. The BUYER’s authorized representatives shall be permitted
to witness all such inspections, tests, and calibrations and to review the test data
with respect thereto. The cost incurred by the SELLER for the additional
inspections and tests as requested by the BUYER shall be borne by the BUYER if
such billing Flow Meter on the test is found to be accurate or deemed accurate.
10.2 If the BUYER has any doubt about the proper working of the Flow Meter, it can
ask the SELLER for the calibration of its Flow Metering system along with an
advance payment of Rs. 5000/- towards calibration charges. The SELLER or its
authorized representative shall undertake such checks/calibration of the Flow
Metering system after the receipt of request from the BUYER in writing. Over and
above the calibration charges, the repairing/replacement of any part of the Flow
Metering system will be charged on actual to the BUYER.
10.3 The BUYER agrees that meanwhile the calibration of its Flow Metering is being
undertaken by the SELLER, the BUYER shall install another temporary flow
meter as approved by the SELLER for proper authentication of the steam
consumption of the BUYER. The BUYER shall also have an option to take a Flow
Meter on rental basis from the SELLER, the charges for such rented steam flow
meter shall be Rs. 15,000 per Month.
10.4 If the dispute as to the correctness of the BILLING FLOW METER is not
resolved, a third-party inspection shall be made. The third-party inspector shall be
a government approved inspector.

10.5 Pending the result of such calibration/recalibration, the BUYER shall not withhold
the payments to the SELLER under the Agreement on this account; however,
payment will be subject to refunds/adjustments, if any, depending on the results of
such calibration/recalibration within a period of a Fortnight of such
calibration/recalibration.

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10.6 Adjustment for inaccurate billing:
If a billing Flow Meter fails to register or if a billing Flow Meter is determined by
the SELLER upon testing to be inaccurate by more than two percent (2%), plus or
minus, such billing Flow Meter shall be calibrated so that it is as close as
reasonably possible to one hundred percent (100%) accuracy. In addition, the
quantity of steam during the “Applicable Period”, as defined below, will be
recalculated as set forth below.
The “Applicable Period” will be the actual period during which a Billing Flow
Meter was inaccurate by more than two percent (2%), plus or minus, or, if the
actual period cannot be determined, the lessor of:
a) That period beginning on the date of the latest test when the Billing Flow
Meter tested accurate and ending on the date of the latest test when the
Billing Flow Meter tested inaccurate; or
b) The ninety (90) days immediately preceding the date of the latest test when
the Billing Flow Meter tested inaccurate.

The purchase price of steam for the Applicable Period shall be re-calculated by
applying the price of steam for the Applicable Period by the amount of the error in
the quantity of steam with respect to the Applicable Period. The recalculation of
the purchase price shall be set forth on the next monthly billing statement
following such recalculation, and any such recalculation shall be binding on both
the parties hereto as to the price of steam with respect to the applicable Period.

Any additional payment by the BUYER or refund or credit by the SELLER

because of recalculation under this section shall be made (or applied, in the case of
credit) within a period equal to the Applicable Period that immediately follows the
date of the monthly billing statement on which such recalculation is set forth. No
interest accrues to either party for the differential amount, if any.
If the Billing Flow Meter stop’s working for a temporary period, then
consumption of steam during that period would be worked out as higher of the
following:

1. Steam consumption rate just prior to the stoppage of the Flow Meter.
2. Steam consumption rate just after restarting of the Flow Meter.

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11. POINT OF ENTRY
The BUYER shall provide the SELLER a site drawing indicating ’Point of entry’.
The BUYER shall provide and continue to maintain a clear unobstructed space, in strict
accordance with the SELLER’s specifications, for the proper installation, inspection,
protection, and maintenance of the flow Meter, control valve, and service equipment.
The area below the Flow Meter piping shall also be kept clear and unobstructed for
periodic maintenance and inspection of SELLER maintained equipment. This space
shall be as near the point of entry as practicable.

12. INITIAL DISPUTE RESOLUTION

The Parties will use their good faith efforts to resolve any claim or dispute arising out of
or related to this Agreement in a fair and equitable manner through discussions between
senior executives of the Parties to be held within thirty (30) days after either party notifies
the other in Writing that a claim or dispute exists and specifying, in detail sufficient to
understand the nature of the claim or dispute, the object of such claim or dispute and the
relief sought. If the Parties cannot resolve any such claim or dispute within such a thirty
(30) day period, then either Party may invoke the provisions of Section 13 below.

13. ARBITRATION
Any dispute or claims which have not been resolved within the time prescribed by the
parties as mentioned in clause 12, the dissenting party shall invoke arbitration by serving
a notice of invocation of arbitration within 30 (thirty) days of failure of Initial dispute
resolution under clause 12. After notice of invocation of Arbitration, any claim, dispute or
difference relating to or arising out of this Agreement shall be referred to the arbitration,
of a sole Arbitrator. The Sole Arbitrator shall be appointed mutually by the parties, if the
parties fail to arrive at a mutual decision as to the appointment of the Arbitrator, an
application shall be made to the South Gujarat Chamber of Commerce and Industries for
the appointment of the Arbitrator. The arbitration shall be subject to the Arbitration and
Conciliation Act, 1996 which may be amended from time to time. The parties shall be at
liberty to decide the procedure to be adopted for arbitration with the prior consent of the
Arbitrator. The seat and venue of arbitration shall be Surat, Gujarat. The proceedings
shall be undertaken in English. The arbitration award shall be final and binding on the
parties. The Fee of Arbitrator shall be in accordance with Schedule IV of Arbitration and
Conciliation Act, 1996

15
14. TERMINATION
14.1 In addition to the causes of termination as already stipulated in this Agreement, this
Agreement shall come to an automatic termination on completion of the Agreement
period or the extended Agreement period. The SELLER has all unrestricted right to
deduct/adjust/set-off its all pending claims (undisputed) from the interest-free
deposit paid by the BUYER.

This Agreement shall not be terminated or cancelled by either party on any other
ground, except for established breach of any material terms and conditions of this
Agreement, providing reasonable time not less than 3 months, depending on the
nature of the breach, to facilitate remedy of such breach. If the breach is not
remedied or addressed within a reasonable time & informed the same to defaulting
party by the non-defaulting party, the non-defaulting party may terminate this
Agreement by giving written further notice to defaulting party providing reasonable
time not less than 3 months.
14.2 Upon the expiration or termination of this Agreement, BUYER will immediately do
the following, without limitation:
(a) pay all amounts due and owing to SELLER and its Affiliates and deposit with
SELLER as per the present agreement that will become due and owing after the
termination or expiration date, attributable to the period before such date; and

(b) Allow and co-operate with the SELLER to remove all its equipment, fixture
and fittings without resulting in damage to the SELLER or to its other
customers.

15. LAWS GOVERNING THE AGREEMENT:

The AGREEMENT shall be subject to Indian laws and also under rules and regulations
framed under it.

16. FORCE MAJEURE EVENTS. 

There shall be no breach or violation of this Agreement if either Party is prevented from
fulfilling its obligations hereunder because of a Force Majeure Event. A Force Majeure
Event shall mean any cause, occurrence or condition which wholly or partly prevents or
delays the performance of obligations arising under this Agreement and which despite the
exercise of due diligence is not within the reasonable control of the non-performing Party,
and shall include, without limitation, an act of God, nuclear emergency, medical crisis,

16
 global pandemic, explosion, accident, fire, an act of declared or undeclared war, sabotage,
an invasion; an embargo; a revolution, terrorism; an unusually severe storm; a flood;
lightning, an explosion; an earthquake; a civil disturbance; a riot; or restrictions, restraints
or requirements imposed by law or by rule, regulation or order of governmental
authorities, (each a “Force Majeure Event”) which also includes imposition of Disaster
Management Act 2005 due to occurrence and spread of any Pandemic and Epidemic
situation or for any other reason.

Notice Obligations:
If either Party is rendered wholly or partially unable to perform its obligations (other than
any obligation to make any payment hereunder) under this Agreement because of a Force
Majeure Event, that Party will provide the other Party with prompt written notice of the
nature and an estimate of its expected duration of each Force Majeure Event and of the
extent of its effect on such Party’s performance hereunder, and the Party giving the notice
shall be excused from whatever performance is affected by such Force Majeure Event to
the extent so affected.

Reasonable Efforts during Force Majeure Events:

Each Party shall use commercially reasonable efforts (including, but not limited to,
expending a sum of money that is reasonable considering the effects the continuation of
such act or event would have on such Party) to limit the scope and duration of any Force
Majeure Event, and to mitigate or limit damages to the other Party, including, but not
limited to, restoring any damaged property necessary to fully reinstate the ability of the
affected Party to carry out its obligations hereunder. Increased cost of performance shall
not be considered in and of itself a Force Majeure Event. When a Party’s ability to
perform is no longer suspended as a result of a Force Majeure Event, that Party’s
obligations under this Agreement shall be reinstated.

17. TRANSFERS
The BUYER shall not, without the prior written consent of the other party, assign,
transfer, charge, or deal in any other similar manner with this agreement.

18. LIMITATION OF LIABILITY

The SELLER shall not be liable to the other or to any other person or entity for special,
indirect, reliance, incidental, or consequential damages or loss arising out of subject

17
 matter of the present agreement or arising out of the Agreement, whether in an action
arising out of breach of contract, breach of warranty, delay, negligence, strict tort liability,
patent matters, or any other theory whether or not it had any knowledge, actual or
constructive, that such damages might be incurred.

19. PREVIOUS CORRESPONDENCE:

This Agreement constitutes the entire agreement among the Parties concerning the subject
matter hereof and supersedes and cancels any prior agreements, representations,
warranties, or communications, whether oral or written, among the Parties regarding the
transactions contemplated by, and the subject matter of, this Agreement. That is, all
discussions and correspondence exchanged between the BUYER and the SELLER in
respect of this Agreement and any decisions arrived at therein in the past and before
coming into force of this Agreement stands superseded by this Agreement and no
reference of such discussions or meetings or past correspondence shall be entertained by
either the SELLER or the BUYER for interpreting the Agreement or otherwise.
The provisions of this Agreement shall not be amended, changed, reformed, altered, or
modified in any way by any practice or course of dealing prior to or during the term of the
Agreement, and can only be amended, changed, reformed, altered, or modified by a
writing signed by authorized representatives of the SELLER

20. NOTICES 
All notices, requests and demands to or upon the respective Parties shall be in Writing.
Such communications shall be addressed and directed to the Parties listed below as
follows, or to such other address or recipient for a Party as may be hereafter notified by
such Party:
If to, If to,

Steam House India Limited

to: Ms. Shruti Pandey To:

Legal Officer

Steam House India Limited

Plot No. 8108/1A

18
 Road No.2, Sachin GIDC-Estate,

Sachin – 394230

Dist: Surat Dist:

e-mail: [email protected]; e-mail:

[email protected];

Contact: +91 8866662989 Contact: +91

21. COOPERATION 
At each respective Party’s sole expense, the BUYER and the SELLER shall exchange
information and confer in good faith upon request regarding operating conditions,
maintenance schedules, changes in planned operation and other operational matters of
importance and cooperate with each other to facilitate any maintenance requirements of
the other Party. Nothing in this provision shall require a Party to undertake any action
inconsistent with Prudent Practice of operation of their respective plants.

22. INDEMNITIES:
The delivery of steam being a continuous process, once steam passes the point of
delivery, the BUYER shall be deemed to be in exclusive possession and control of the
steam and fully liable for and responsible for its arrangements, appurtenances, and
properties. Accordingly, the BUYER covenants and agrees to fully protect, indemnify and
hold the SELLER, its employees, agents, successors, affiliates and assigns harmless
against all and any claims, demands, actions, suits, proceedings and judgments and any
and all liabilities, cost, expenses, incidental to or in connection therewith which may be
made or brought against the SELLER, whether by the BUYER, its employees, agents and
successors and assigns or by third parties on account of damages or injury to property or
person or loss of life resulting from or arising out of the installation, presence,
maintenance or operation of the intake arrangements, appurtenances, and properties of the
BUYER or others relating to the possession and handling of any steam supplied and
further defend the SELLER and bear the expenses arising on the SELLER in any
litigation involving the SELLER.

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 The delivery of steam upto the point of delivery, the SELLER shall be deemed to be in
exclusive possession and control of the steam and fully liable for and responsible for its
arrangements, appurtenances, and properties. Accordingly, the SELLER covenants and
agrees to fully protect, indemnify and hold the BUYER, its employees, agents,
successors, affiliates and assigns harmless against all and any claims, demands, actions,
suits, proceedings and judgments and any and all liabilities, cost, expenses, incidental to
or in connection therewith which may be made or brought against the BUYER, whether
by the SELLER, its employees, agents and successors and assigns or by third parties on
account of damages or injury to property or person or loss of life resulting from or arising
out of the installation, presence, maintenance or operation of the intake arrangements,
appurtenances, and properties of the SELLER or others relating to the possession and
handling of any steam supplied and further defend the BUYER and bear the expenses
arising on the BUYER in any litigation involving the BUYER.

23. SEVERABILITY
All provisions of this Agreement are severable. If pursuant to the decision of any court or
arbitration tribunal having jurisdiction, any provisions, in whole or in part are not
enforceable, the remainder of this Agreement will continue to be in full force and effect,
and the applicable parts of the affected provisions are superseded and modified by such
applicable law. If any provision requiring BUYER to indemnify, defend and hold
SELLER (or its Affiliates) harmless against and from the consequences of BUYER’s (or
its Affiliates’) negligence is judicially determined to be unenforceable, the parties will
contribute to, or reimburse each other for, any payments required to be made pursuant to
the applicable Claim in proportion to the adjudicated degree of fault.

24. WAIVER
The failure, refusal, or neglect of one party to require the other party to comply with any
provision of this Agreement, in whole or in part, does not constitute a waiver by the
former of its right to require full compliance with the same or different provisions in the
future, regardless of the acceptance of payments or performance by the party seeking
compliance.

25. COMPLIANCE TO SEBI REGULATIONS

The Parties hereby acknowledge that they are aware (and that their representatives,
employees, affiliates, and advisors are aware or, will be advised by them) that while

20
 providing Services and procuring service, they, their representatives, employees,
affiliates, and advisors shall be in possession of information and/or documents in any
form or manner, which may contain material, non-public information regarding the Party
or any affiliate of the Party. Parties further acknowledge that they are aware and that their
representatives, employees, affiliates, and advisors have been advised that applicable
securities laws prohibit any person having unpublished price sensitive information about
a company from trading with the securities of that company or communicating such
unpublished price sensitive information, and they agree to abide by and cause our
representatives, employees, affiliates, and advisors, to abide by the terms of such
securities laws, including without limitation, the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (“PIT Regulations”), as may be replaced, amended or supplemented
from time to time and other applicable laws in relation to insider trading and the
acquisition of securities.
Parties shall also provide with a copy of the Code of Conduct for the Prevention of
Insider Trading Regulations, as issued by the Company if listed, and agree to abide by the
same. In the event of any breach of the provisions of (i) this undertaking, or (ii) any
applicable securities laws, including the PIT Regulations, by us or any of our
representatives, affiliates, employees, directors, officers, advisors, Parties hereby
unconditionally undertake to be fully responsible for the consequences of any such breach
and fully indemnify and keep the Company and its directors, officers, employees, agents,
representatives, and affiliates from and against all or any damages on account of such
breach, or any penalties/fines/charges/costs/actions that may be imposed or undertaken by
the Securities and Exchange Board of India or any other authorities under any Act, law or
regulation.
Parties shall promptly notify the Company in the event of any breach of the provisions of
(i) this undertaking, or (ii) any applicable securities laws, including the PIT Regulations,
by us or our employees, officers, directors, affiliates, representatives, and advisors.

Parties also acknowledges that this undertaking forms an integral part of the terms of their
engagement with the Company and any breach of this undertaking would result in a
breach of the terms of such engagement and they understand and agree to be subject to all
the consequences of such a breach.

26. ACTIONS BY OTHERS

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 Where BUYER is prohibited by this Agreement from directly taking any action, or where
action by BUYER would constitute a default, BUYER agrees that it will not encourage,
authorize, or permit any other Person, directly or indirectly or under its control to take
such action

27. PERFORMANCE THROUGH OTHERS

The SELLER has the right to perform all its obligations directly or through its Affiliates
or third-party consultants. If performed through any of them, SELLER’s obligations with
respect to such matters will still run directly to SELLER.

28. STANDBY BOILER:

The SELLER hereby suggests the BUYER to have a functional standby boiler to prevent
the loss that may arise to BUYER due to the temporary non-availability of steam supply
due to technical issue from the SELLER’s end.

29. GOVERNMENT APPROVALS OR REGISTRATIONS

29.1 BUYER, at its expense, is responsible for obtaining from any Governmental
Authority, if required, the Governmental Permits approving:

(i) This Agreement; and

(ii) Any action which either party needs to or is required to take with or under
this Agreement.

30. INSURANCE
The BUYER will maintain all required insurances to cover any risk within their factory
premises arising out of the steam however, for main Steam-header outside BUYER’s
premises insurance will be in the scope of SELLER at SELLER’s cost.

31. NON-COMPETE CLAUSE

The Owner/Buyer understands that the business model of the Operator/Supplier is a

unique model and understands that it is striving to maintain the trade secrets and
technology in such competitive market. In this regard the Owner/buyer agrees that during
the subsistence of this Agreement and for a Period of Thirty-Six (36) months following
the termination of this or any other agreement, the Owner/Buyer shall not, directly or
indirectly, (i) in any manner whatsoever engage in any capacity with any business
competitive with the Operator/Supplier’s current lines of business or any business then
22
 engaged in by the Company, any of its subsidiaries or any of its affiliate (the Company’s
Business) for the Director’s own benefit or for the benefit of any person or entity other
than the company or any subsidiary or affiliate or (ii) have any interest as owner, sole
proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant,
agent or otherwise in any business competitive with the Company’s business. In addition,
during the restricted period, the Director shall not develop any property for use in the
Supplier’s Business on behalf of any person or entity other than the Company, its
subsidiaries, and affiliates.

32. CONFIDENTIALITY
Neither party will disclose the terms of this Agreement to any Person, provided, however,
that the restrictions of this clause do not apply to any information required to be disclosed
pursuant to legal requirements or the requirements of any stock exchange or other
regulatory body, or to information that becomes public other than by virtue of a breach of
this Section. In case either party is disclosing the contents of the present agreement to its
consultants/advisors, such party will inform such consultants/advisors of the confidential
nature of the information disclosed to them and will require them to agree to act in
accordance with the provisions of this Section with respect to such information. Neither
party will issue any press releases or make any other statements for public consumption
with respect to this Agreement without the other party's approval.

33. NO OBJECTION
The Parties hereby mutually agree that the other party shall be at liberty to marketize this
collaboration at Global Level with the sole intent to attract other Stakeholders in the
market and in relation to such marketization, the Parties are at liberty to use the logo of
the company in the advertisement and Presentation.

23
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized officers as of the date first above written. 

STEAMHOUSE INDIA LIMITED

Company Seal & Authorized Company Seal & Authorized Signature

Signature

Name: Mr. Lalankumar Yadav Name: Mr.

Designation: Director Designation: Director

WITNESS:

STEAMHOUSE INDIA Ltd.

1. 1.

2. 2.

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 ANNEXURE-A

Sr. No Coal Price C.V Fixed Variable Steam Sale

Component Component Price

(For the 1st

year of
Contract) *

1. 4100 4200 850 1300 2150

2. 4350 4200 850 1370 2220

3. 4600 4200 850 1449 2299

4. 4850 4200 850 1528 2378

5. 5100 4200 850 1607 2457

6. 5350 4200 850 1685 2535

7. 5600 4200 850 1764 2614

8. 5850 4200 850 1843 2693

9. 6100 4200 850 1922 2772

10. 6350 4200 850 2000 2850

11. 6600 4200 850 2079 2929

12. 6850 4200 850 2158 3008

13. 7100 4200 850 2237 3087

14. 7350 4200 850 2315 3165

15. 7600 4200 850 2394 3244

16. 7850 4200 850 2473 3323

17. 8100 4200 850 2552 3402

18. 8350 4200 850 2630 3480

19. 8600 4200 850 2709 3559

20. 8850 4200 850 2788 3638

21. 9100 4200 850 2867 3717

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 22. 9350 4200 850 2945 3795

23. 9600 4200 850 3024 3874

24. 9850 4200 850 3103 3953

25. 10100 4200 850 3182 4032

26. 10350 4200 850 3260 4110

27. 10600 4200 850 3339 4189

28. 10850 4200 850 3418 4268

29. 11100 4200 850 3497 4347

30. 11350 4200 850 3575 4425

31. 11600 4200 850 3654 4504

32. 11850 4200 850 3733 4583

33. 12100 4200 850 3812 4662

34. 12350 4200 850 3890 4740

35. 12600 4200 850 3969 4819

36. 12850 4200 850 4048 4898

37. 13100 4200 850 4127 4977

38. 13350 4200 850 4205 5055

39. 13600 4200 850 4284 5134

40. 13850 4200 850 4363 5213

41. 14100 4200 850 4442 5292

42. 14350 4200 850 4520 5370

43. 14600 4200 850 4599 5449

44. 14850 4200 850 4678 5528

*The Fixed Cost Will Escalate by 5% Every Financial Year from the Second Year of Contract.

26