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IN-GJ701 32672747770W

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Government of Gujarat
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Certificate of Stamp Duty ri
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Certificate No. lN-GJ70132672747770W

Certificate lssued Date 18-Apr-2024 05:56 PM

Account Reference IMPAGC (AC)/ 9j13265811/ GULBAI TEKRA/ GJ-AH

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Unique Doc. Reference suBlN-GJGJ 1 326581 1 6097290669741 8W
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Purchased by BPCL . :

Description of Document Article 5(h) Agreement (not otherwise provided for)

Description LONG TERM OFFTAKE AGREEMENT

Consideration Price (Rs.) 0

(Zero)

First Party BPCL

Second Party GROW HPATH PETROCHEM PVT LTD

Stamp Duty Paid By BPCL :

Stamp Duty Amount(Rs.) 500

(F-ive Hundred only)

This Loug tenu offtake Agreelnenl entered inlo on tt Jtrnr.r*fat Murnbai in trvo originals, one
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to be retained by Buyeri OMCs and one to be retainedty Seller/ Supplier)

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 BETWEEN

r) BHARAT PETROLEUM CORPORATION LIMITED, a conrpany incorporated under the laws of

India having its registered office at Bharat Bhavan, P. B. No. 688,4 & 6 Currimbhoy Road, Ballard
Estate, Mumbai -400 001 (hereinafter referred to as "BPCL" which expression shall, unless it be
repugnant to the context or meaning thereof, be deenred to rnean and include its successor and perrnitted
assigns);

2) INDIAN OIL CORPORATION LIMITED, a company registered under the Companies Act, 1956 and
having its registered office at G-9, AIi Yavar Jung Marg, Bandra (East), Mumbai-400051 (hereinafter
rcfered to as "IOCL" which expression shall, unless repugnant to the context or nreaning thereof be
deenred to mean and include its successors and permitted assigns);

3) HINDUSTAN PETROLEUM CORPORATION LIMITED, a com pany registered under the Cor.npan ies
Act, 1956 and having its registered office at Petroleum House, 17, Jamshedji Tata Road, Mumbai,
l\{aharashtra-400020 (hereinafter refen'ed to as "HPCL" which expression slrall, unless repugnant to the
context or meaning thereof be deenied to nrean and include its successors and permitted assigns);

Sl no. 1,2 & 3 together are hereinafter collectively called as "BUYER/ OMCs" (which expression shall,
unless repugnattt to the context or meaning thereof, be deen,ed to meau and include its successors and
pemritted assigns) of the ONE PART

AND

GROWTHPATH PETROCHEM PRIVATE LIMITED (Nanre of Ethanol Seller/ Supplier), a Project

promoter/ proponent desirous of setting up Dedicated Ethanol Plant and having its registered office/
principal place of business at BLOCK/SURVEY NO 414, OLD SURVEY NO 21615
PAIKI KHATA NO 584, VILLAGE MEMAR, MEMAR, AHMEDABAD,
GUJARAT, hereinafter referred to as "SELLER/ SUPPLIER" (which expression shall, unless it
be repugnant to the context or meaning thereof, be deenied to ntean and include its successor) of the
OTHER PART.

Hereinafter, Buyer/ OMCs and Seller/ Supplier shall be collectivell, refemed to as "pafties', and individually
as "Panty".

WHEREAS:

a) Buyer/ OMCs are also acting as implenrentirrg agency/ enablers of the Ethanol Blended Petrol @BP)
Program under aegis of MoP&NG.

b) Buyer/ OMCs are desirous to procure Ethanol from such Selleri Supplier for their requirernent of
blending ethanol with Petrol as a paft of the EBP Prograrn under the aegis of MOPNG or for other uses
of ethanol such as blending with Diesel, etlianol for cooking fuel etc.

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 c) Buyer/ OMCs have fomrulated "Guidelines for Signing Agreements with Ethanol plants in deficit
States" (hereinafter referred to as ..Guidelines,,).

d) Buyer/ OMCs, as per said Guidelines, have invited applications for supply of Ethanol fionr project
pron.roter(s)/proponent(s) through an Expression of Interest (EOI) No 1000403925
System lD I 1g37
floated on 15.05.2023 and opened on I 1.08.2023.

e) Pursuant to the same, the Project promoter / proponent M/S GROWTHPATH PETROCHEM
PRIVATE LIMITED who are in the process of setting up Dedicated Ethanol plant OR have set up
dedicated ethanol plant but not stalted production of ethanol fi'onr such dedicated ethanol pla,t prior
to the date of publication of above said EOI have submitted arr application under above EOI.

f) Based on evaluation of the application by OMC Ethanol Procurement Group (OEPG), the project
PTONIOTCI/ PTOPONCNT M/S GROWTHPATH PETROCHEM PRIVATE LIMITED hAS bCCN
sliotlisted for signing of Long ternr Offtake Agreement u,ith Buyer/OMCs forsupply of Etlranol
urrder EBP Program or for other uses.

g) ThC Pron]oter/ proponent M/S GROWTIIPATH PETROCHEM PRTVATE LIMITED , in

PTOJCCT
his capacity as Seller/ Supplier has expressed an interest to sell/ supply Ethanol to OMC's from such
above mentioned Dedicated Ethanol Plant at BLocK/s{IRvEY No 414, oLD sIIRvEy No
21615
PAIKI KHATA NO 584, VILLAGE MEMAR, MEMAR, AHMEDABAI), GUJARAT -382240
(complete address of the plant).

NOW, THEREFORE, TH]S LONG TERM OFFTAKE AGREEMENT (AGREEMENT)

WITNESSETH AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION:

1.1. Definitions:

In this Long-ternl Offtake agreetttent, unless the subject or context ot|erwise requires, the followi,g
words and expressions shall have the following meanings:

l.l.l.Dedicated Ethanol Plant (DEP): These ethanol plarrts will only produce ethanol (as per
prevalent BIS specifications) and all of the quantity produced in this unit would be
supplied to Buyer/ OMCs only. In case a new dedicated etlranol plant is setup in tlre same
prenrises where the existing distillery is operating (or is set up as a neu, dlstillery). the
ethanol plant should be clearly identifiable as a separate unit. Processing units and riorug"
area of ethanol have to be separate for the dedicated ethanol plant. The rion-production
facilities, however, cau be shared. Necessary cerlification of such plants by ippropriate
authorities is required.

For tlie purpose of tliis agreement the definition of DEP will be limited to annual offtake
Quantity of Ethanol as mentioned in clause 6.2.

l.l.2. "Business" means sale and purchase of Ethanol by Seller/ Supplier and Buyer/ OMCs
respectively through DEP on mutually agreed terms and conditions.

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 I .l.3.The "Ethanol Procurernent Process" is the process followed by OMCs for procurenrent of
ethanol. The process is guided by the directions / advice issued by MOPNG / Govt. of India
from time to tinre.

I . 1 .4. ESY tttealls Ethanol Supply Year i.e. from l st November to 3 I st October of following year.

l.l.5."Purchase Agreentent" means supply agreenrent made by individual OMC with the seller/
supplier for the purchase of ethanol as per allocation made in each ESY.

l.l.6."Allocatiort" means OMC supply Iocation-wise quantity of ethanol to be supplied by the

Seller/Supplier as per prevalent Ethauol procurement process.

1.l.7."Supply Price" means tlre price at which Ethanol shall be purchased by Buyer/ OMCs fi-orn
Selle/ Supplier as explained in Clause 9.

1.l.8."Taxes" l.neans all forms of taxation and statutory, governmental, state, principal, local
governmental or ntunicipal impositions, duties, contributions and levies, imposts, tariffs and
rates and all penalties, charges, costs and interest payable in connection rvith any failure to
pay or delay in paying them and any associated deductions or withholdings of any soft, and as
may revised from time to time by statutory authorities.

1.1 .9."Standards" shall include applicable national or international standards relevant to Ethanol
business.

L1.10. "EOI" Itleans Expression of Interest for signing Long Term Offtake Agreement with
upcoming Dedicated Ethanol Plants in the States of TantilNadu, Kerala, Andhra Pradesh,
Telangana, Gujarat, Rajasthan, Goa, Odisha and Union Territories of Jammu & Kashmir
and Ladakh for supply of Denatured Anliydrous Ethanol to Oil Marketing Companies
(OMCs) floated by Buyer/ OMCs for inviting application from project promoter /
proponents.

l.l.1l. "Applicatiort" Ireans the application submitted by the Project promoter / proponent to
participate in the EOI

1.2. INTERPRETATION:

1.2.1 . Unless the context otherwise requires, a reference to a singular shall include a reference
to plural thereofand vice-versa; and a reference to any gendir shall include a reference to
the other gender.

1.2.2. Unless the context otherrvise requires, a reference to any afticle, clause, appendix, schedule,
attachment or annexure shall be to an Afticle, Clause, Appendix, Schedule, Attachment oi
Annexure of this Agreement as may be amended, rnodified,-supplarlented and extended from
time to time.

l.2.3.The appendices, schedules, annexures and/or attachments to this Agreer.nent shall fonn an
integral part of this Agreement.

l.2.4.Reference to any law includes a reference to that law as from time to time anterrded, modified,
supplemented, extended or re-enacted.

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 l.2.5.Reference to this Agreentent shall include a reference to this Agreentent as ntay be arlended,
rrrodified, supplemerrted, and extended fi"or-n time to time.

l.2.6.Referellce to any otlrer agreement shall include a reference to that agreenrent as ntay be
anrended, nrodified, supplemented, and extended fi.om tinre to tinre.

1-2-7.Any reference to tinre shall, except wlrere the context otlrerwise requires. be construed as a
referetlce to the Indian Standard Tir-ne and reference to any Month shall ntean to refer to a
Gregorian English calendar month.

1.2.8. The headings and side-headings/notes of Clauses, Appendices, Schedules, Attachnrerrts arrd
Allnexures in this Agreentent are inserled for convenience ofreference only and shall not affect
the nreaning or interpretation of this Agreenrent.

| .2.9. The words " ittclude" or "including" shall be deemed to be followed by "without limitation "
or "but not limited to" u,hether or not they are followed by such phrases.

1.2.10. Unless the context otheruise requires, any period of tirne referred to shall be deenred to
expire at the end of the last date of such period.

1.2.11. TIte tenns "Sellet/ Supplier" and "Buyer/ OMCs" shall include their respective officers,
nlauagers, employees and their autlrorized representatives.

1.2.12. This Agreernent is ntade and executed in English Language, which shall be the goveming
text for all purposes.

1.2.13. In the event of any conflict between any provisions of main body of this Agreement and the
provisions of the Appendices, Schedules, Annexures atrd Attachments; the provisions of the
n-rain body of this Agreement shall prevail.

1.2.14. Allterms and conditions mentioned in the Expression of Interest (EOI) and Letter of Intent
(LOI) issued by OMCs/ Buyer in relation to signing of this agreement shall be deerned to be
included in this Agreement by reference.

1.2.15. TIte clauses of EOI lLOl lthis agreement are to be read in cognizance & in totality. Similar
clause mentioned in this agreernent shall supersede clause mentioned in the EOI/ LOI.

1 SCOPE OF AGREEMENT:

2.1. The Seller/ Supplier agrees to supply and the Buyer/ OMCs agree to purchase Ethanol under the terms
of this Agreement in the quantities, and at Supply Price determined in accordance with, and subject
to, the ternts and conditions of this Agreement.

2.2. Tlte Ethanol Plant fiom which the Ethanol shall be supplied under this Agreenrent is located at
BLOCK/SURVEY NO 414, OLD SURVEY NO 216/5 PAIKI KHATA NO 584,
VILLAGE MEMAR, MEMAR, AHMEDABAD, GUJARAT - 382240 (Complete address
of the Ethanol plant) and produce Ethanol by using Rice including damaged rice or
CornlMaizeffapioca/ Rice combination (including damaged corn/lVlaize/TapiocalRice) as
feedstock.

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 2.3. The Selle/ Supplier shall deliver Ethanol at the desigrrated location(s) of Buyer/ OMCs.

2'4' The Buyeri OMCs are entitled to appoint other Sellers/suppliers for the supply of Ethanol at the
designated location(s). Seller/ Supplier agrees not to dispLrte, object or challenge the appointpent
of other
sellers / suppliers of Ethanol for the designated location(s) by the BLryer/ OMCs. The Seller/ Supplier
shall
not be entitled to any cornpertsatioll. rernuneratior.r, comrnission or allorvance whatsoever for such
appointments / purchase by the Buyer / OMCs.

3. ETHANOL PLANT AND ITS OPERATIONS:

3.1. The Ethanol Plantand any facilities installed therein shall be installed, comnrissioned, operated and
maintaitred by tlre Seller/ Sr,rpplier, at his own cost, arrd the Buyeri OMCs shall not be entitled to claim any
right, title or interest therein. Nothirt-9 herein contained shall be deented to create any lease, license or other
right in Buyer/ OMCs with respect to the Ethanol Plant and facilities at the Ethanol Plant, except as
provided in this Agreernent.

3-2. Tl'te Seller/ Supplier shall be responsible for planning, preparation (including arranging the entire
Iand, capital and finance), engineer"ing, execution, installation, testing, commissioning, continuous
operation and maintenance, of the Ethanol Plant including storage of raw material, at its own cost and
expense.

3.3. The Seller/ Supplier shall, at t.to cost or expense to the Buyer/ OMCs, obtain and maintail, or cause
to be obtained and maintained, all approvals required from government/ statutory/ concerned
authorities under applicable laws, for its Ethanol Plant and otlier facilities installed by it for the
purposes of this Agreement.

3.4. The Seller/ Supplier shall ertsure that the facilities installed at the Ethanol Plant meet the
requirements laid under all applicable Standards at all tinres.

3.5. The Seller/ Supplier shall be responsible for arranging the feedstock ar-rd other material required for
running the Ethanol Plant on continuous basis.

3.6. The Seller/ Supplier shall have to create sufficient storage capacity for feedstock as well as Ethanol
(for 30 days storage as per commitrrent given under EOI) for optimal supply chain management.

3.7. Seller/ Supplier shall be responsible for managing the by-products and wastes fiorn the Ethanol plant
as per existing central / state nouns.

3'8. All approvals required from the government/ statutory/ concerned authorities with regard to
Ethanol Plant shall be the responsibility of Seller/ Supplier. The Seller/ Supplier shall ensure to obtain
any other statutory license (or aniendment of existing Iicense if applicable) for commencing and
carrying on production and supply of Ethanol and its renewal from time to time.

4. COMMISSIONING OF DEP:

4.1' Seller/ Supplier have proposed to set up the DEP or have set up DEP (but not started
production of ethanol from such DEP prior to the date of publication of above said EOI) at

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 BLOCK/SURVEY NO 414, OLD SURVEY NO 2T615 PAIKI KHATA NO 584,
VILLAGE MEMAR, MEMAR, AHMEDABAD, GUJARAT- 382240 (complete address
of the Ethanol plant) by using Rice includirrg danraged rice or Corn/Maize/Tapioca/ Rice
combination (including damaged cornlMaizeiTapioca/Rice) as feedstock. The Seller-/ Supplier
sliall commission the proposed DEP within 2 (Two) years fi"ont the date of issuance of LOI, i.e.
by 28.03.2026 as conrmirted in their application.

4.2. Changes are not permitted in the land/ location, type of feedstock and time period for comrnissioning
as well as any otlrer cotrrrnitlrrettts rnade by Seller/Supplier in the application ald docuntents subrnitted.
No changes are permitted and deviation by Seller/ Supplier, if any, rvill be considered as breach of this
agreetleut and then u'ithout prejudice to any other right or remedy available to the Seller/ Supplier, the
Buyet/ OMCs shall be entitled to tenninate this agreement at their sole discretion.

4.3. The comrnissioning of the plant will be considered as per the following condition precedent:

4.3.l.Fifteen (15) days continuous production, nreeting the committed quantity as per the LTOA
and as per the specifications.

4.3.2. Seller/ Supplier need to submit ceftificate towards 4.3. I above based on physical verification
caried out jointly by TPIA or any other cedifliing agency, which shall be appointed by Buyer
/OMC(s) and the Seller/ Supplier.

4.3.3. The Seller/ Supplier shall also provide Quarterly progress status of the establishmerrt
of Et6a,ol
plant to Buyer/ OMCs. Additionally, the seller/ supplier shall also inrimate the likely
commissioning date at least 1 month prior to the start of the ESY quafter in which the
comrnissioning is likely. The ESY quarters are Nov - Jan, Feb - Apr, May - July and Aug Oct
forthe ESY year.

4.4. In the event that the comnrissioning of proposed DEP does not occur within the aforesaid
tinleline, due to any failure or non-performance of tlie Seller/ Supplier, then without prejudice to any
other riglrt or renredy available to the Seller/ Supplier, the Buyer/ OMCs shall be entitled to terminate
this agreement at their sole discretion.

TRANSPORTATION:

5.1. Tlre Seller/ Supplier shall be responsible for transporlation of Ethanol from the Ethanol Plant to tlre
designated location(s) of the Buyer/ OMCs.

5'2. Transportation rate of Ethanol will be as per rates decided and declared by Buyer/ OMCs from time
to time.

Quantities and Allocations:

6.1. Seller/ Supplier will register himself with OMCs/ BPCL through the OMC vendor registratiol
process and participate in ethanol procurement process nrandatorily. After successful vendor
registration, the Seller/ Supplier u,ill participate in ethanol procurement process followed by OMCs
for their location-wise requirentent of ethanol.

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 6'2' Buyer/ OMCs offer jointly an annual offtake quantity of 2.970 Cr lit of Ethanol and the Seller/
SLrpplier cot.ntrits to supply the sarrre by participating in the
vendor registration process and ethanol
procurenlent process' Interstate Ilovements, if required, by Buyer/
OMCs should be honoured by the
Seller/ Supplier. Tlre annual offtake quantity offered is on best endeavor basis to the extent of ethanol
required, considering prevalent ethanol blending percentage and MS sale
of Buyer/ OMCs, and any
otlrer factor inlpacting ethanol requirernent, including, but not limited to, denrand
issues arising out
of the llew econolllic inlperatives/ regulations, vehicle shoft supply and such sinrilar circunrstances
beyond the control of Buyer/ OMCs. Itr case, the Seller/ Supplier intends to supply
during any ongoipg
ESY, offtake quantity will be Iirnited to the requirenrent of Buyer/ OMCs for tlre balance period of
that ESY.

6'3. Offtake quantity offered jointly by Buyer/ OMCs is subject to the Seller-i Supplier complying witlr
the condition under clause 6.1 .

6.4. Suppliers need to supply the complete annual offtake quantity as mentioned in clause 6.2 to
oMCs
only. However with prior writtetr permission of OMCs, supplier can supply balance, if any, available
fronl the annual offtake quantity nrentioned in clause 6.2,to other private oil marketing conrpanies.

6'5. EOI for Quantity Bids for the full requirement of the ESY shall be floated prior to the start ofESy
to the registered vendors only. There after EOI for quantity bids shall be floated for the shortfall quantityi
additional requirenrent, if any, purely based on requirements of Buyer/ oMCs.

6.5.l.Location-wise, individual OMC-wise quantity to be supplied in each ESy quarter shall

be allocated to the Seller/ Supplier as per prevalent allocation criteria.

6.5.2.A11 allocations including any subsequent re-allocation will be at tl-re sole discretion of
the Buyer/ OMCs.

6.5.3.LOI will be issued by individual OMCs for the allocated quanrity ro the Seller/
Supplier.

6.5.4. For the allocated quantity, Seller/ Supplier

will sign Purchase Agreement rvith each OMC after
submitting Security Deposit as per the terms and conditions of the above LOI. AII terms and
conditiotrs of the Purchase Agreement will be binding on the Seller/ Supplier.

6.5.5. The responsibility of execution of allocations/ re-allocations made in relation to procurement of

ethanol and related activities will Iie with the respective OMCs to whom allocation has been made
as per procurement process and the paftiesrvill keep each other indernnified in respect of any
dispute arising between them or with any third party after sucli allocations/ re-allocatiols has
been done.

7. Qualitv of Ethanol:
7.1. The quality of Ethanol supplied by the Seller/ Supplier shall be confirming to relevant BIS
standards as applicable.

7.2. Test reports/ quality certificates/ excise certificate/ any other approvals or permissions as
required from time to time, duly cerlified by the competent authority, and shall be accompanied with

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 every Ethanol supply.

1.3. If the Ethanol offered is not as per Specifications ("Off-Spec"), the Buyer/ OMCs shall have
the
right to reject such Off-Spec Ethanol.

8. Delivery:

8.1. The Supplier will effect delivered supply through sealed calibrated tank-trucks (calibrated by
statutoty agencies and also complying to all statutory regulations) to Buyer/ OMCs designated location(s)
as per Buyer/ OMCs delivery schedule and ensure desired quantity and quality at the time
of delivery.

8.2' The Supplier will ensure that no malpractice with respect to Ethanol being carried takes place en-
route.

8'3. The custody of nraterial will transfer fiom Seller/ Supplier to Buyer/ OMCs at OMC,s Delivery
Location (subject to quantity & quality checks).

9. Price:
9.1. TheSupplyPriceofEthanolwillincludebasicPrice,transpoftationandtaxes.BasicPriceofEthanol
and transportation will be published at the beginning of every ESY. The prevailing prices are given
itt Annexure 1.

9.2- ln case of any revision in the prices, the same shall remain binding on the Seller/ Supplier.

10. Payments:

10.1.Buyer/ OMCs shall make payments to the Seller'/ Supplier's Account / Escrow Account, as the case
may be, in Indian Rupees, under this Agreement.

10.2.100% payment shall be rrade as per agreed payment ternrs (curently within 2l days from the date of
receipt of material and acceptance of materials at Buyer/ OMC's location(s) & submission of all
required documents).

11. Taxation:

ll.l.lt would be the responsibility of the Seller/ Supplier to get tlie registration u,ith the respective tax
authorities. Any taxes/duties/levies being cliarged by the Seller/ Supplier would be claimed by issuing
ploper tax invoice indicating details/ elements of all taxes charged and necessary requirements as
prescribed under respective tax laws and also to rrrention corect and valid registration number(s) on
all invoices raised on tlie Buyer/ OMCs.

1 1.2.The Sellet/ Supplier would be liable to reimburse or make good of any loss/claim by the Buyer/ OMCs
tou'ards tax credit rejected /disallowed by any tax authorities due to non-deposit of taxes or nol.l-
compliance of tax laws by the Seller.

l1.3.Tlie Seller/ Supplier will be under obligation for charging corect rate of tax as prescribed under the

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 respective tax laws. Furllrer the Seller/ Supplier shall avail and pass on the benefits of all
exenrptions/
concessiot]s/ benefits/ waiver or arly other benefits of similar nature or kind
available under the tax
laws. In no case, differential tax claims due to \ /ror.rg classification of goods and/or services or
understandirrg of law or rules or regulatiorls or any other reasons of similar nature shall be entefiained
by the Buyer/ OMCs.

I I .4.Modalities for tax pa),nrent under GST: Currently, GST

@ 5%ois applicable on Ethanol wlrich is used
for blending in Petrol under the EBP Program. Reinrbursement of tax will be dorre orr the basis of
subntission of Tax Invoice. The Seller/ Supplier shall upload the Sales Invoice of Ethanol in GSTN
porlal for clainring input Tax Credit. Any loss of Input Tax Credit due to non-submission of invoice or
norr-uploading of the tax details, within tlie prescribed tinte limits as per GSTN poftal shall be
deductible fi'om the running bills of the Seller/ Supplier.

12. Bank Guarantee:

l2.l.The Selleri Supplier has to provide an unconditional and irrevocable bank guarantee (',Bank
Guarantee"), for a sunr as rnentioned below and based on the annual offtake quantity offered by
OMCs, from a bank accepted by the Buyer/ OMCs and in such fonn and substance as accepted by
the Buyer/ OMCs for the performance of its obligations under the Long Term Offiake Agreement,
u'itliin 30 days fl'om date of issuance of LOI. This Bank Guarantee shall renrain valid until six (6)
nlonths after the expily of the Temi of the Agreement. The bank guarantee anrount to be submitted
sliall be as under:

12.1.1. For annual offtake quantity equivalent to 30 KL/ day to 50 KL/ day: Rs 2Lacs

12.1.2. For annual offtake quantity equivalent to > 50 KLI day to 100 KLi day: Rs 4 Lacs

12.1.3. For annual offtake quantity equivalent to >100 KLI day: Rs g Lacs

12.2.The Buyer/ OMCs shall have tlie right to enforce and encash the Bank Guarantee without any demur
or protest by the Seller/ Supplier or its bank and without any notice to tlre Seller/ Supplier in the event
of:

12.2.1. The commissioning of the proposed DEP does not happen within the specified period as
per clause 4.1 & 4.3 due to any failure or non-performance of the Seller'/ Supplier.

12.2.2. Agreement is terminated upon breach by the Seller/ Supplier of any provision(s) of this
Agreement.

13. Compliance with Safety and Larvs:

i3.l.The Seller/ Supplier shall follow Safety Procedures and Standards while supplying Ethanol to the
Buyer/ OMCs.

l3.2.The Seller/ Supplier shall at alltimes, observe, perform and cary out the directions, instructions and
guidelines on safe practices, operation and functioning including those given by the Buyer / OMCs
or its representative(s), from time to time.

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 13.3.The Seller / Supplier shall not contravene any laws or legal requirenrents which could
reasotlabl5' be expected to lrave an adverse effect on its ability to meet its obligatiorrs under this
Agree,ent
or cause it to be in breach in any material respect of its obligations under this Agreement.

14. Term:

l4.l.This Agreentent shall be valid for a period up to 10 years fi'onr the date of issuance of LOI, i.e. up
to 28.03.2034 unless earlier terminated, due to the events liereinafter mentioned.

15. LIABILITY FOR EXPENSES

l5'1.Each party shall bear its own costs/expenses incurred in connection witli this Agreeprent and the subject
nlatter, whetlrer such costs/expenses were incun'ed before or after the date of this Agreement in
negotiating, preparing and signing this Long-term offiake agreenrent or any amendment there of
(irlcluding expenses incurred in obtaining any legal, financial or other advice).

16. CARBON CREDIT:

l6.l.Govt. of India has introduced carbon credit trading in the country through The Energy
Conservation (Amendment) Act,2022, No. 19 of 2022.In line with this, OMCs may plan to claint
carbon credits in future due to use of Ethanol and shortlisted bidders who sign Long Tenn Offiake
Agreement are expected to extend desired support to OMCs for the sarle.

17. CONFIDENTIALITY

17.1.The Parties agree not to disclose the Confidential Information of the other Party/disclosing Party
acquired through or in pursuance of this Long-term offtake agreement.

17.2.Forthe putpose ofthis Long-temr offtake agreer-nent, the temr "Confidential Infonnation" shall mean and
include witliout limitatiorr, with respect to either parfy, any and all information in wriffen,
representational, electrotric, verbal or other form, directly or indirectly to the present or potential
business, operation or financial condition of or relating to the disclosing party (including but not
Iimited to information identified as being proprietary and/or confidential or perlaining to pricing,
volunles, services rendered, customers and suppliers lists, financial or technical or service matters or
data, employee/agent/consultant/officer/director related personal or sensitive data and any
information which nright reasonably be presumed to be proprietary or confidential in nature
excluding any such information which:

1'7.2.1. has become parl of the public domain, other than by breach of this clause

17.2.2. is Iawfully acquired by the receiving pafty fi'onr an independent source having no obligation to
maintain the confidentiality of such informatior-r

17 .2.3. was known to the receiving pafty prior to its disclosure under Long-term offtake agreement.

17 .2.4. was or is independently developed by the receiving party u,ithout breach of Long-tenn offtake
ag'eement and which can be proved by sufficient documentary evidences; or

11.2.5. is required to be disclosed by any law, governmental or judicial order or other regulatior-r

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 nlade ilt accordance with the order of anlr couft, arbitral panel or otlrer regulator\/, statutory or
adrninistrative body, in which case the receivirrg party shall give tlre disclosing paffy a prompt
written notice, wherever possible, and use reasonable effofts to ensure that such disclosure is
accorded confidential treatntent and also to enable such disclosing party to seek a protective order
or other appropriate rentedy.

17.2.6. is required to be disclosed to Buyer's /OMC's Affiliates arrd professional advisors,

17.2.7. is required to disclose to any borra fide prospective transferee of the Buyer's /OMC,s
rights and obligations under tliis Agreement (including a prospective transferee with whom a
Parly and/or its affiliates are conducting bona fide negotiations directed toward a merger,
consolidation or the sale of a majority of its or an affiliate's shares), and any consultant retained
by such prospective transferee, in order to enable such prospective transferee to assess such
Pafty's rights and obligations.

18. Representations and Warranties:

These representations and wananties shall survive the execution and delivery of this Agreement.

18.1. The Seller/ Supplier represents and warrants to the Buyer / oMCs that:

I 8.1 .l . The Selleri Supplier is and shall corrtinue to be in conrpliance with all applicable laws.

18.1.2. The Seller/ Supplier has obtained all licenses, permissions, cousents, approvals and
autlrorizations from any government / statutory autlrorities required under law, and all managenrent
and shareholder approvals necessary to enable the Seller/ Supplier to perfomr its obligations under this
Agreement and all such necessary approvals, licenses, permissions, consents, approvals and
authorizations are valid and effective, and covenants that the same shall rentain valid and effective through
the Tenn alrd shall obtain any additional approvals, licenses, pemrissions, consents and authorizations that
are required to enable the Buyer/ OMCs to perfonn its obligations under this Agreement i.e., operation
of the Plant and manufacture and sale to Buyer/ OMCs of the Ethanol under this Agreenrent and shall
be solely responsible for and indenrnify Buyel/ OMCs against any costs, liabilities or fines arising out
of Seller's failure to comply with any applicable requirements of such licenses, consents and approvals.

18.1.3. The Seller / Supplier and the Ethanol Plant is not under any liquidation, court receiverslrip,
or any similar legal proceedings nor any other steps have been taken or notice received for its winding-
up or dissolution.

18.1 .4. The Seller/ Supplier has in place /shall have the requisite infrastructure, facilities to perfornr
its obligations under the Agreement, and sl-rall maintain the adequaclu 61its infrastructure during the
period of this Agreentent, without any cost to Buyer / OMCs.

i 8.1.5. The Seller/ Supplier is the rightful owner of or has sufficient right, title and interest in its Ethanol
Plant, the facilities installed at its Ethanol Plant.

I 8.1.6. The Seller/ Supplier has clear title to the Ethanol being sold under tlris Agreement and the OMCs/
Buyer shall acquire the same, free from any encumbrances.

18.1.7. The Seller/ Supplier shall supply and tender for delivery at the designated depots(s) of the

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 OMCs/ Buyer in the quantities, at the times and at the prices determined in accordance wit5, and subject
to, the ternrs and conditions of this Agreenrent. and that it has necessary ability to do so.

I 8.1 .8. There is no restriction or impediment preventirrg the Seller/ Supplier fi'om selling Ethanol to the
Buyer / OMCs and fi'om perfornring its obligations hereunder.

18.1.9. The Seller/ Supplier shall not without the prior written consent of Buyer/ OMCs, undertake
or allow any 'Change in Constitution'. 'Change in Constitution' shall mean; (a) change in sole proprietor
of a sole proprietorship, (b) change in parlner(s) of partnership firni or a linrited liability parlnership, (c)
change in nrember of a one person conrpany, (d) change in shareholder of a private limited company or
unlisted public limited company, (e) chauge in 'promoter' or any memberof the'prornotergoup'of a
listed public limited conrpany, (f) change in conrmittee representative (person identified as ,committee
representative' in case of a registered cooperative society at the tirne of making an application for
appointtnent as CS) of registered cooperative society, or (g) change in karla of a hindu undivided family,
or (h) change in legal status.

18.2. The Seller/ Supplier further represents and warrants to the Buyer/ oMCs that:

18.2.1.I1 is duly incorporated and validly existing under the laws of its place of incorporation and has
the power, capacity and authority to own its assets and to conduct its business as cumently
conducted and as contemplated herein;

18.2.2. This Agreentent has been duly executed by it and is a legal, valid and binding docunrent
enforceable against it in accordance with its terms;

18.2.3.The execution of this Agreement does not violate any law, or any document constituting the
Parfy, or any permit granted to such Parly or any agreement to which such Parly is a pamy;

18.2.4.It shall always act as a reasonable and prudent operator;

18.2.5.it confirnts that all its representations and wananties set forth in this Agreenrent are
independent of each otlier and true, complete and correct in all respects at the time as of
which such reprcsentations and waranties werc made or deemed made, and shall continue to
have full effect during the period of this Agreement; and

18.2.6.11 has the necessary power to perfonn its respective obligations under tliis Agreernent.

18.2.7.The Seller/ Supplier covenants that it will maintain accurate and complete production
and Delivery records in a prudent and businesslike manner in accordance with sound
commercial practices in respect of Ethanolproduced by Seller/ Supplier at the Plant.

18.3. The Buyer / OMCs Represents and Warrants to the Seller / Supplier that:

1 8.3.1 . The Buyer / OMCs is and shall continue to be in compliance with all applicable laws.

18.3.2. The Buyer / OMCs has obtained all governmental licenses, permissions, conseuts,
approvals and authorizations from any government/ statutory authorities and all
managenlent and shareholder approvals as necessary to enable the Buyer to perfomr its
 obligations under this Agreenrent and all such necessary appro\/als, licerrses, permissions.
cotlset]ts and authorizations are valid and effective and covenants that the sanre shall renrain
valid and effective through the Term and shall obtain any additional approvals, Iicenses,
pernlissions, consetlts and authorizations that are required to enable the Buyer to perform
its obligations under this Agreement.

18.3.3. The Br'ryer/ OMCs has in place /shall have the requisite infiastructurc, facilities to perfopl its
obligations under the Agreement, and slrall maintain the adequacy of its infrastructure
during the period of this Agreement, without any cost to Seller.

I 8.3.4. The BLryer/ OMCs shall take delivery of Ethanol at the designated depot (s), in the quantities,
atthe tinles and at the prices determirred in accordance with, and subject to, the ternrs and
conditions of this Agreement.

18.3.5. The Buyer/ OMCs is not under any liquidation, couft receivership, or any similar legal
proceedings, nor any other steps Irave been taken or notice received for its winding-up or
dissolutiorr.

18.4. The Buyer/ oMCs furlher represents and warrants to the Seller/ Supplier that:

18.4.1. It is duly incorporated and validly existing underthe lar.r,s of itsplace of incorporation ald
has the power, capacity and authority to own its assets and to conduct its business as curently
conducted and as contemplated herein;

18.4.2. This Agreement has been duly executed by it and is a legal, valid and binding document
enforceable against it in accordance with its terms;

18.4.3. The execution of this Agreement does not violate any law, or any document constituting
the Party, or alry permit granted to such Pafty or any agreement to which such Party is a palty;

18.4.4. It shall alu,ays act as a reasonable and prudent operator;

18.4.5. it confirms that all its representations and warranties set forth in this Agreement are
independent of each other and true, complete and correct in all respects at the time as of
which such teprcsentations and warranties were made ordeemed made, and shall continue to have
full effect during the period of this Agreement; and

18.4.6. It has the necessaly power to perform its respective obligations under this Agreernent.

19. Indemnity and Liability:

19.l.The Seller/ Supplier shall at all tinres be liable and responsible for all losses, damages, clainrs,
actiot-ts, proceedings, costs, charges and expenses that may be suffered or incurred by the Buyer/ OMCs,
its directors, employees, Dealer and Dealer's employees and representatives due to the quality of Ethanol
not meeting the Specificatiotts, non-compliance of statutory duty or nonpayment of taxes by the Seller/
Supplier.

19.2.The Seller/ Supplier shall indemnify and keep indemnified BuyeriOMCs, its Director,
employees and its Dealer, their Directors and employees, against any losses, damages, claims, actions,

T{
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 proceedings, costs. cltarges and expenses that may be suffered or incun'ed by tlre Buyer/ OMCs on
accoullt of loss or injury to any person in connection r.r,ith perforntance of this Agreeurent, unless
such losses, damages, claims, actior.rs, proceedings, costs, charges and expenses arise due to gross
negligence of the Buyer/ OMCs.

19.3.The Seller/ Supplier shall indernnify and defend Buyer/ OMCs, its Directors, employees, and its
Dealers and their employees against expenses actually and reasonably incuned in connection with tlre
defense of any Proceeding (civil, crinrinal, arbitrative etc.), in which Buyer/ OMCs and/or its
Directors, entployees, or Dealers and their enrployees are made a parly by reasorr of Seller/ Supplier
andlor its entployees', lttembers', managers', officers' or agents' comrnission of an act or omission
that involves negligence, irttentional misconduct or a violation of the law.

19.4.The indenrnity provisions herein contained shall survive the expiry or termination of this
Agreement.

19.5.Unless otherwise provided in this Agreement, neither Party shall be liable for any remote,
consequential, punitive and indirect Ioss or darnage sustained by it as a result of any act or ontissiol'r
in the course of or in connection with tlie perfonnance ofthis Agreernent.

20. TERMINATION:

20. I .Event of Termination :

20.1.1. Tlre Seller/ Supplier niay at any time, by rendering a thirty (30) days written norice to
Buyer/ OMCs, terminate this Agreement, if

20.1.1.1. The Buyer/ OMCs fail to comply with any of its obligations or undefiaking or
commits any breach of the covenants or conditions that shall be observed, perfomred or
fulfilled on its part; or

20.1.1.2. Any representation or warranty by the Buyer/ OMCs given herein or in pursuance
of this Agreement is found to be incorrect;or

20.1.1.3. The Buyer/ OMCs cease to carry on its business or suspends all or substantially all
of its operations; or

20.1.1.4. The Buyer/ OMCs are unable to pay its debts or becomes unable to pay its debts as and
wltett due or makes any composition or arrangenlent u,ith or for the benefit of its
creditors; or

20.1 .1.5. A liquidator, receiver or administrator or an)i benef c'ary under an encumbrance takes
possession of or is appointed over the whole or any paft of the assets of the Buyer/ OMCs; or

20.1.1.6. A resolution for winding up of the Buyer/ OMCs is passed or a petition for its
rn inding up is filed against the Buyer/ OMCs; or

20.1.1.7 . There is any rnaterial adverse change or any change in applicable law, rules, regulations,
directives or guidelines which prevent the purchase/ sale of Ethanol; or

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 20.1 .1 . B. Any consent, approval, license or perm ission required by the Buyer / OMCs to enable
it to cany on its business or to sell Ethanol is suspended, canceled: or withdrawn or expircs
and is not renewed despite efforts by the Buyer/ OMCs.

20.1.2. The Buyer/ OMCs ntay at any tinre, by rendering a thirty (30) days written notice to the
Seller, terminate this agreentent if;

. The Seller/ Supplier fails to cornply with any of its obligations or undefiakings or
20.1.2.1
commits any breach of the covenants or conditiorls, representations and/or warranties
that shall be observed, perforr-ned or fulfilled on its paft or fails to nrake regular supply
of Ethanol and as pertlie quality Specifications.
20.1.2.2. The Seller/ Supplier fails to conlmence supplies within the specified period as per
clause 4.1 .

20.1.2.3. The Seller/ Supplier ceases to can'y on its business or suspends all or substantially
all of its operation; or
20.1.2.4. A liquidator, receiver or administrator or any beneficiary under au encumbrance takes
possessiou of or is appointed over the wlrole or any part of the assets of the Seller/ Supplier
or initiation of corporate irrsolvency resolution process, or
20.1.2.5. A resolution for winding up of the Seller/ Supplier is passed or a petitiorr for its
winding up is filed against the Seller/ Supplier; or
20.1 .2.6. Any consent, approval, license or permission required by the Seller to enable it to carry
on its business or to sell Ethanol is suspended, cancelled or withdrawn or expires and is not
renewed despite efforls by the Seller/ Supplier; or
20.1.2.7. The Seller/ Supplier causes or permits any Change in its Constitution without prior
written consent of the Buyer/ OMCs; or
20.1.2.8. If bank guarantee is not subniitted/ renewed by the Seller/ Supplier within the
stipulated time frame; or
20.1.2.9. An event of force majeure or its effect, affecting the performance of this Agreetnent,
persists beyond a period of one hundred and twenty (120) days frorn the date when such
event of force majeure occured; or
20.1.2.10. There is any violation on the part of the Seller/ Supplier perlaining to any tems &
condition of the EOI / Applicatiorl/LOl.

20.1.3. Notrvithstanding anything coutained above, if there is ar-ry material adverse change or any
change in applicable law, rules, regulations, directives or guidelines which prevent the sale /
suppll, of Ethanol, then in that case, u,itliout prejudice to any other right or remedy available
to the Buyer/ OMCs, the Buyer/ OMCs nray tenninate this Agreement immediately by giving
seven (7) days' r-rotice to the Seller.

of Ternr irration :
20.2. EfFect
20.2.1. Urrless termination is on account of clause 20.1.2(a),20.1.2(b) or 20.1.2(c), upon the
termination of this Agreement, the Buyer/ OMCs shall forthwith pay to the Seller/ Supplier the
Supply Price for all Ethanol supplied from the date of the last invoice by the Seller/ Supplier
to the Buyer/ OMCs till the date of termination of this Agreement in accordance with the
provisions of CIause 9.

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 20.2.2. ln the event the Agreerrent is terminated on account of clause 20.1.2(a) or 20.1.2(b),
r.r'ithout prejudice to its otlrer riglrts, the Buyer shall also be entitled to continue to ntake sales oftl-re
unsold Ethanol at the risk and cost of the Seller.

20.3.Ob1 igations to Survive Tem ination :

20.3.1. The ternrination of this Agreement for any reasorl shall not relieve or affect tlre riglrts or
rentedies of either Party in relation to any accrued riglrts or unperformed obligations, arising
prior to or upon the date of such termination and shall not affect any claints r.l,hich a Parly nray
Irave against the other Party u,ith respect to any antecedent breach.

20.3.2. Fufther, any provision of this Agreement, which, by its express terms or nature and context
is intended to survive ternrination or expiration of this Agreement, shall survive an)/ sucl-l
termination or expiry, such as Indemnity, Confidentiality, Governing Law, Dispute
Resolutior-r, and Jurisdictiorr.

21. Force Majeure:

2I .1 .Defin ition: The term Force Majeure means any event or circumstance or combination of events or
circumstances that affects the performance by the vendor of its obligations pursuant to the temts
ofthis Agreement (including by preventing, hindering or delaying such perfonnance), but only ifand
to the extent that such events and circumstances al€ not within the vendors reasonable control and were
not reasonably foreseeable and the effects of which the vendor could not have prevented or overcome
by acting as a Reasonable and Prudent person or, by the exercise of reasonable skill and care. Force
Majeure etuettts aud circumstances shall in any event include the following events and circumstances
to the extent tliey or their consequences satisfy the requirentents set forth above in tlris Clause:
the effect of any element or other act of God, including any stonr, flood, drouglit. lightning,
earlhquake, tidal wave, tsunami, cyclone or other natural disaster;(ii) fire, accident, loss or breakage
of facilities or equipment, structural collapse or explosion; epideniic, plague or quarantirre; air
crash, shipnreck, or train wreck; acts of war (whether declared or undeclared), sabotage, terrorism
or act of public enemy (including the acts of any independent unit or individual errgaged in
activities itr furtherance of a programrne of inegular u,arfare), acts of belligerence of foreigrr
enemies (whether declared or undeclared), blockades, embargoes, civil disturbance, revolution,
rebellion or insurrection, exercise of military or usurped power, or any attempt at usurpation of
power; (vi) radioactive contamirration or ionizing radiation;

2 1.2.Notice and Repofting:

21.2.1. The Supplier shall as soon as reasonably practicable afterthe date of commencement of
the event of Force Majeure, but in any event no later tlran seven (7) days after such
colnnlencement date, notify the Buyer/ OMCs in u,riting of such event of Force Majeure and
provide the fol lowing information :

reasonably full pafticulars of the event or circunrstance of Force Majeure and tlie extent to
which any obligation will be prevented or delayed; such date of commencement and an
estimate of the period of time required to enable the vendor to resume full perfomrance of its

17 of25
 obligations; and all relevant infornration relating to the Force Majeure and full details of the
nleasures tlre vendor is taking to overcoute or circurtrvent such Force Majeure.

21.2.2. The Supplier shall, throughout the period durirrg which it is prevented fi'om performing,
or delayed in tlie perforntance of, its obligations under this Agreenlent, upon request, give or
procure access to exanrine the scene of the Force Majeure including such inforntation,
facilities and sites as the otlrer Party may reasonably request in connection with such event.
Access to any facilities or sites shall be at the risk and cost of the Parly requesting such
inforniation and access.

21.3.

21.3.1. The Supplier shall use all reasonable endeavours, acting as a Reasonable and Prudent
Person, to circumvent or overcorre any event or circuntstance of Force Majeure as
expeditiously as possible, and relief under this CIause shall cease to be available to the Vendor
claiming Force Majeure if it fails to use such reasonable endeavours during or follou,ing any
such event of Force Majeure.

21 .3.2. The Supplier shall have the burden of proving that the circumstances constitute valid grounds
of Force Majeure under this Clause and that it has exercised reasonable diligence effofts to
remedy the cause of any alleged Force Majeure. The Supplier shall notify OMCs when the
Force Majeure has terminated or abated to an extent whiclr perrt. its resumption of perfomrance
to occur and shall resume perfomrance as expeditiously as possible after such termination or
abatement. Consequences of Force Majeure. Provided that the Supplier has complied and
continues to comply with the obligations of this Clause and subject to the further provisions:

21.3.2.1. the obligations of tlre Parties under this Agreement to the extent performance
tltereof is prevented or irnpeded by the event of Force Majeure shall be suspended and
the Parties shall not be liable for tlie non-performance thereof for the duration of the
period of Force Majeure;arid
21.3.2.2. the time period(s) for the performance of the obligations of the Parties under this
Agreement to tlre extent performance thereof is prevented or impeded by the event of
Force Majeure shall be extended for the duration of tlre relevant period of Force Majeure
except as provided herein.

21.4. Force Majeure Events Exceeding 120 Days

21.4.1. If an event or series of events (alone or in combination) ofForce Majeure occur, and continue
for a period in excess of 120 consecutive days, then Buyer/ OMCs shall have the right to
tenninate this agreeruent, whereupon the Parties shall nreet to mitigate the impediments caused
by the Force Majeure evellt.

21.5. Special instructions for Force Majeure Clause as appearing in Purchase Agreernent shall
be binding on the Seller/ Supplier.

22. Governing Law and Jurisdiction:

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 22.1. This Agreement shall be governed and construed in accordance with the lau,s of India
including without limitation, the relevant Central and State acts and the rules, regulations ald
notifications issLred and antended there under fi'om time to time; and subject to Clause 22 below,
the courls of Mumbai shall have exclusive jurisdiction in relation to all disputes arising fi-ont or
relating to the Agreement.

23. Dispute Resolution:

23.1. A Dispute shall be deemed to have arisen under this Agreernent, when either pafty
notifies the other Pafty of any issue, differellce or dispute in writing to that effect. ("Dispute").

23.2. Any Dispute arising out of this Agreement shall be resolved amicably through
discussions in good faith with a view to expeditiously resolve such Dispute. In the event the Dispute
canrlot be resolved amicably witlrin a period of thifty (30) days fi'om the date of its occurence, either
Party may refer the Dispute for resolution through conciliation in accordance with provisions of Buyer/
OMCs Conciliation Rules, if applicable or available.

23.3. In the event of non-resolution of Dispute by conciliation within a period of sixty (60)
days (or any period thercafter, u4riclr the Parlies may agree to mutually extend) or on non-applicability
of Conciliation Rules applicable to OMCsi Buyer or on non-availability of Corrciliation Rules with
the OMC then in the event the dispute cannot be resolved amicably within a period of 30 days
from the date its occurence, the Parlies agree that any dispute or difference whatsoever arising
out of or in connection with this Agreement including any question regarding its existence,
validity, corrstruction, interpretation, application, meaning, scope, operation or effect of this
cotrtract or termination thereof shall be referred to and finally resolved through arbitration as per the
procedure mentioned herein below: The dispute or difference shall in any event be referred only
to a Sole Arbitrator

23.3.1. The appointment and arbitration proceedings shall be conducted in accordance with the
SCOPE Forum of Arbitration Rules for the tinie being in force or as antended fi'om time to
tir-ne
23.3.2. The Seat of arbitration shall be at Mumbai
23.3.3. The proceedings shall be conducted in English language.
23.3.4. The cost of the proceeding shall be equally borre by the parlies, unless otheru,ise directed
by the Sole Arbitrator

23.4. When a matter is refemed to resolution under this Clause 22, it shall not prevent or
constitute a valid excuse for either Party from perfomring their respective obligations (to the extent
possible) under this Agreement.

24. Miscellaneous:

24.1. Relationship:
24.1.1. Nothing corttained in this Agrcement shall constitute parlnership, agency or joint venture
between the Parties nor shall any relationship of employer or eniployee be deemed to be created

5{l ol5
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 betrveen Seller/ Supplier and Buyer/ OMCs. Neither Pamy shall be liable for the aos of
collrtrissiot.t or ontissiolt of other Party or its employees, personrrel or representatives.

24.2. Benefits of this Agreement:

24.2.1. This Agreernent and the respective rights and obligations of the Parlies hereto underthis
Agreement shall inure to the benefits of and be binding on their respective successors aud
perrlitted assigns.

24.3. Assignment:
24.3.1. Neither Parly shall assign this Agreenrent or all or any of its rights or obligations hercunder
to any person, without the prior written consent of the other par1y.

24.4. Costs and Expenses:

24-4.1. Each Palty shall bear its own expenses in connection witli negotiation and finalization of
tlris Agreement.

24.5. Paftial Invalidity:

24.5.1. If any provision of this Agreenrent is held by a courl of cornpetent jurisdiction to be invalid,
void or unenforceable, the remaining provisions of the Agreentent shall not be affected
thereby.

24.6. Further Acts:

24.6.1. Each of the Parties hereto undeftakes to execute, do and take all such steps as rna)i be required
to give effect to the provisions of this Agreement.

24.7. Modification:
24.7.1. No temr of this Agreement shall be amended, changed or modified unless such amendmen!
change or modification is mutually agreed to in writing by and between the Parties.

24.8. Waiver:
24.8.1. The waiver by any party herrto ofa breach ofany provision ofthis Agreement shall not operate
or be construed as a waiver ofany other or subsequent breach.

24.9. Entirety of Agreement:

24.9.1. This Agreement constitutes and contains the entire agreement between tlie Parties relating
to the supply of Ethanol during the Term and, except for this Agreement, no prior promises,
agreements, warranties, or understandings whether written or oral, shall be of any force or
effect.

24.10. Compliance with Lau,s:

24.10.1."Buyer/ OMCs" and "Seller/ Supplier" shall perfom their obligations in strict compliance
u'ith all applicable laws in Itrdia, along with rules and regulations of dul5, csn.1|1rt.a
Governruental Authorities in hldia and slrall obtain all licenses, registrations or other
approvals, if any, required by laws in India in connection witli this Agreement.

24.11. Exclusivity:

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 24-11.l.Subject to the ternts and conditiorrs of this Agreernent, durirrg the Term of this Agreenrent,
the Seller/ Supplier shall not enter into any sin, ilar agreement with any third party pertaining
to
supply of Ethanol fi-om the Etlianol plant.

25. AMENDMENTS
25.1- This Agreentent may be anrended only upon nrutual consent of the Parties in writing.
26. NOTICES

26.1. All notices or demands or other conrmunications given or made under this Agreenrent shall
be in writing and be made in English language. A notice may be delivered personally, sent by prepaid
registered post, or facsimile or an email. Oral communication, however, do not constitute notice
for purposes of this Agreement.

For BPCL,
To,

CGM Biofuels, HQ
Bharat Petroleum Corporation Ltd
Marketing Office,
'A' Installation, New Office Block
Sewree Fort Road,
Sewree (East)
MUMBAI-4OOOI5

For IOCL,
Too

Executive Director (Supplies)

Indian Oil Corporation Limited,
G-9, Ali Yavar, Jung Marg,
Bandra (East)
MUMBAI - 4OOO5I

For HPCL,
To,

Executive Director- Supplies, Operations & Distribution,

Hindustan Petroleum Corporation Ltd,
Hindustan Bhavan,
S V Marg, Fort,
MUMBAi-400001

26.2. Any such notice, demand fiom the sender shall be deemed to have been duly served if given personally
on delivery thereof to the address of the recipient or made by facsimile transmission immediately on

Page2l of25
 receipt of the transnlissiott report by the sender, by elnail after hour(s)
of serrding. or given b1, registered
post three days after the date of posting the same by registered
post.

26'3'The above addresses may be changed by two (2) rveeks written notice thereofto
the other partv.

27. Counter Parts:

This Agreement may be executed in counter parts, each of which when executed and delivered
shall constitute
a duplicate original but each of which when takerr together shall constitute one
and the sanre agreelllent.

IN WITNESS WHEREOF the Parties hereto lrave executed these presents on the day and year first hereinabove
mentioned.

SIGNED FOR AND ON BEI{ALF OF BLIYER/ OMCs (BHARAT PETROLELM

CORPORATION
LIMITED/ INDIAN OIL CORPORATION LIMITED/ HINDUSTAN
PETROLELM CORP.LTD)

By:

^rW
CGM Biofuels, HQ
BPCL

By:
\

Siddartha Mitra
\KU
CGM Biofuels
IOCL
",offi(ffi*^
.nm,m.ffEffio,
rfucr^3iird+iiftrnft,#, in;;, ;.
,
tndian oit Corporation
;
tt i, tl,t.ill, fib.
*^ _-1r*rr*q,rrllndianOilBh"r#,
-'
*
","
-.r n", 1 +TI?;?;f,i."f lil*l}r,S?iEi, .
By:

Raj Kur-nar
GM_O&DNWZ
FIPCL

l.giAR-{,

Page 22 of 25
Wtness

1 @ as.T!;*- (* f ,o),_,1r, SQc,-

, &- V+rex,6osoAAor$U*,
3.

SIGNED FOR AND OD{ BEHALF OF SELLER/

SUFPI,IFR BV:
ror Growthbath petrochem
pvt. Ltd.

+tl {r>

Name and Desiguation (SELLER/ SLIPPLIER) :

Witness

l.

2,

Bank Guarantee Details

Bank Guarantee No 01 9571 1 24000030
Name of the Bank lndian Overseas bank
BG Amount (Rs,) 400000
BG Valid up to 30.09.2034

{fr
u#
Page 23 of25
w
 ANNEXURE I

STJPPLY PRICE OF ETHANOL / RATES OF ETHANOL

A) In line with MoPNG notification dated 9tr'November2022 the price of Ethanol for Ethanol Supply
Year2022-23 fi'om 0l December2022 to 3l't october 2023 is fixed as below:

'The price of ethanol fi'on-r

C heavy rrolasses route is fixed at Rs.49.41 per litre.
' The price of ethanol from B heavy molasses route is fixed at Rs.60.73 per litre.
'The price of ethanol from sugarcane juice/sugar/sugar syrup route is fixed at Rs.65.61 per litre.
OMCs are guided by MOP&NG circulars/ PIB notifications regarding prices of ethanol for EBP
Progrant. Rate for ethanol derived from damaged food grains is Rs.64.00 per litre, rate of ethanol
derived fi'otn nraize is 66.07 and rate for ethanol derived fi'om surplus Rice procured froni FCI has
been fixed as Rs.58.50 per litre. (

Etl-ratrol uranufactured from Special Denatured Spirit (SDS), Extra Neutral Alcohol (ENA), Rectified
Spirit (RS) etc. which have been manufactured from C-Hear.y molasses are to be categorized in C-heavy
molasses and to be quoted under the respective column in the price bid fonn accordingly. Similarly
Ethanol nranufactured from Special Denatured Spirit (SDS), Extra NeutralAlcohol (ENA), Rectified
Spirit (RS) etc. which has been manufactured Sugarcane Juice/Sugar/Sugar Syrup or B Heavy
Molasses or from Damaged Food Grains, MaizelSurplus Rice procured from FCI are to be categorized
and quoted under the respective column in the price bid form accordingly.

B) The following transportation rates shall be applicable and will be paid to bidders for supply of
ethanol:

Slabs
(One way distance in km) Transportation Rates (Rs./kl)

0-75KM 273
>75 - 200 KM 583
>200 - 300 KM 841
>300 - 400 KM I 150
>400 - 500 KM 1458
>500 - 600 KM 11 67
>600 - 700 KM 207 5

>700 - 800 KM 2384

>800 - 900 KM 2961
>900 - 1000 KM 330 1

>1000 - 1100 KM 3794

>1100 - 1200 KM 4133

ffi,
> 1200 KM 4133 + 3.44 RyKL/KM

i ! , lF
"i.,, /*

eE# YGrrr-eeF6/e 4 of25

 c) #These rares are based on Mumbai City HSD Retail Selling Price as on 3 1 .10.2023 i.e.94.22 Rs/Ltr
and shall be corrsidered as benchmark rate for subseqr-rent quafter wise escalation / de-escalation.

D) *Distance slabs of the distillery unit of Bidders is the one-way distance in KM, between OMC in-
gate and the Distillery unit's out-gate taken as per google API. ln a cluster if there are nrore than
one OMC, the OMC in-gate lat-long that will be considered for detemrining the distance shall be
as per the following priority: IOCL, BPCL, HPCL and MRPL i.e. if in a cluster all 4 OMCs are
there then IOC lat-long will be used for distance calculation.

E) An incremental 10oh transportation rate shall be payable on each slab for supply to OMC liardship
/ hilly locations i.e. all locations in the states of Jammu & Kaslimir, Hinrachal Pradesh and Norlh
Eastem States (Aruuachal Pradesh, Assarn, Manipur, Meghalaya, Mizoram, Nagaland, Tripura and
Sikkim).

F) Escalation clause linked u,ith HSD rate is applicable on above mentioned transpoftation rates. Tlre
transportation rates under above slabs shall be revised by OMCs on quarterly basis.

G) The fomrula for the same shall be as under:

H) Inc. in Rs. /KL / Krn : Increase/decrease in 1 Litre of HSD RSP at Mumbai incl. of taxes I 321{l-
x 3.5

I) The transportation rates shall be reviewed / revised on quafterly basis (ESY) if there is a variation
of nrinimunt 2o/o in Diesel rates from last revision benchmark rate. Benchtnark rate as on 15th of
the preceding month of ESY quafter shall be considered for revision in transpoftation rates in
subsequent quafters.

J) Thus, Benchmark rate as on 15.04.2024 (average RSP of Diesel in Mumbai for the previous 3-montli
period i.e., from 16.01.2024 to 15.04.2024) will be considered for rate revision for Q3 ESY 2023-
24 and will be compared with the current Benchmark rate i.e. 94.22Rs.lLtr.

K) Google API distance outplrt of distillery out-gate to OMC in-gate for all clusters will be shared with
all the registered vendors on their e-mail ID and will be valid for the ESY.

L)Goods and Service Tax (GST) in %: GST @5% is applicable for HSN code 2207 for Ethanol.

M) Delivered cost u,ill be total of adniinistered price/rate for Ethanol, transpoftation rates and GST as
applicable. In case of revision in the Administered price of Ethanol by Govt. of India, effective
date for implementation of new Administered price of Ethanol will be either the date of Press
Infonnation Bureau (PIB) r'elease or as mentioned in PIB Note or as advised by Govt. of India to
OMCs.

In the states where Industries (Development & Regulation) Amendment Act (IDR) Act is being
implemented or will be in,plen-rented at future date, all the conditions mentioned by state
government have to be complied by the successful bidders.

*xx* *r(* **r(* r.**** ******* ***

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')
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Page 25 of25