Escrow Policy

This Escrow Policy (the Policy) describes the escrow facility that Bharat Atom Renewable Resources Energy Limited (BARREL), CIN U35100PN2024PLC230800, GSTIN 27AASCM0958L1ZQ, registered office RH 11, Mayfair Eleganza - II, NIBM Road, Kondhwa Kh., Pune 411048, Maharashtra, India, intends to make available on its platforms so that a buyer’s money is safeguarded until the seller has performed, and the seller knows the money is there before it performs. It applies to:

• orders on BARREL Shop (shop.barrel.energy), including Marketplace Orders sold by independent Merchants and BARREL Orders sold by BARREL;
• transactions arising from the Power Asset Exchange and the Power Trading Exchange, such as token money, earnest money deposits and consideration for the sale of power plants, projects or land; and
• milestone payments under EPC, engineering, O&M and other project contracts, where the contract provides for escrow.

This Policy should be read with the E-Commerce and Marketplace Policy, the Refund and Cancellation Policy, the Payment and Liability Policy, the Invoicing Policy and the Terms of Use.

Escrow

the arrangement under this Policy by which the Escrow Agent holds Escrow Funds for a Transaction and releases or refunds them only in accordance with valid Instructions.

Escrow Agent

the scheduled commercial bank that maintains the escrow account, or the payment aggregator authorised by the Reserve Bank of India under the Payment and Settlement Systems Act 2007 that maintains the nodal or escrow account, named by BARREL for the Transaction.

Escrow Account

the account maintained by the Escrow Agent in which Escrow Funds are held, separate from BARREL’s own accounts.

Escrow Funds

the money deposited into the Escrow Account for a Transaction, less any amounts released or refunded.

Payer

the party who deposits Escrow Funds, usually the buyer or the project owner.

Payee

the party entitled to receive Escrow Funds on release, usually the seller, Merchant or contractor.

Transaction

the order, deal or contract between the Payer and the Payee for which Escrow is used.

Release Condition

the event agreed for a Transaction on which Escrow Funds, or a part of them, become payable to the Payee.

Instruction

a deposit, release, refund, hold or cancellation instruction given through the platform in accordance with this Policy.

Deemed Acceptance Period

the period after the Payee reports that a Release Condition is met within which the Payer may object; if the Payer does not object validly within it, the condition is treated as met.

Dispute Hold

the status of Escrow Funds that are not released or refunded because a dispute has been raised in time.

Platform

BARREL Shop, the Exchanges, the project portals and related interfaces operated by BARREL.

Escrow Funds are held only by the Escrow Agent, in an Escrow Account with a scheduled commercial bank or under an RBI-authorised payment aggregator’s nodal or escrow arrangement maintained in accordance with the RBI directions on payment aggregators and escrow accounts. BARREL:

• does not hold Escrow Funds on its own balance sheet or in its own operating accounts, and does not treat them as its own money;
• is not a bank, a payment aggregator, a payment system operator, a non-banking financial company or an issuer of prepaid payment instruments, and does not accept deposits;
• does not lend, invest or use Escrow Funds, and has no right to set them off against any amount a party owes to BARREL, except fees and taxes expressly authorised for that Transaction under this Policy; and
• earns no interest on Escrow Funds. Where the Escrow Agent pays interest or any return on an Escrow Account, how it is treated will be stated in the Transaction terms before deposit; if nothing is stated, no interest is payable to any party.

BARREL’s role is to provide the technology through which the parties agree the Transaction terms, record Release Conditions, upload evidence and give Instructions, and to transmit valid Instructions to the Escrow Agent. In particular cases, where both parties appoint it to do so in the Transaction terms, BARREL may also act as the person who certifies that a Release Condition is met.

Once the service is launched, Escrow may be:

• optional, chosen by the parties for a Marketplace Order or an Exchange transaction where the Listing or Quotation offers it;
• mandatory, where BARREL announces it for a category or value of transaction (for example orders above a stated value, first orders with a new Merchant, or token money on the Power Asset Exchange), where the Transaction terms or contract require it, or where BARREL requires it as a condition of continuing to serve an account after a risk review; or
• not available, for certain categories, payment methods or parties, as BARREL or the Escrow Agent decides.

The Listing, Quotation or Transaction page will state whether Escrow applies, the Escrow Agent, the Release Conditions, the Deemed Acceptance Period and the fees, before the Payer deposits any money.

Where BARREL is itself the Payee (a BARREL Order or a BARREL project contract), it uses Escrow on the same terms as any other Payee, and any certification of Release Conditions is given by the Payer, by a certifier named in the contract, or under the deemed acceptance rules — not by BARREL alone.

Every Payer and Payee must complete the know-your-customer (KYC) checks required by BARREL and by the Escrow Agent before funds can be deposited or released. These may include identity and address proof, PAN, GSTIN, constitution documents, beneficial ownership details, authority of signatories, verification of the bank account, and for asset and land transactions, proof of title or authority to sell.

The Escrow Agent and BARREL apply the Prevention of Money-laundering Act 2002 and the rules and directions under it, as applicable to them. They may refuse, delay or reverse a deposit or release, ask for the source of funds, or report a transaction to the Financial Intelligence Unit–India or another authority where the law requires, and they will not be liable for doing so in good faith.

Escrow is not available to persons subject to sanctions imposed under Indian law or under sanctions binding on the Escrow Agent or BARREL, or for any Transaction that would breach those sanctions. Cross-border Transactions are subject to the Foreign Exchange Management Act 1999 and the rules and directions under it, including the Liberalised Remittance Scheme where individuals are involved; the Escrow Agent may require additional documents, and some cross-border Transactions may not be supported.

1. 1The parties agree the Transaction on the Platform: an accepted Quotation, an order, an Exchange term sheet, or a project contract uploaded and confirmed by both.
2. 2The Platform records the escrow terms: amount and currency, Escrow Agent, Release Conditions for each instalment, evidence required, any certifier, Deemed Acceptance Period, refund conditions, fees and who pays them, and the long-stop date.
3. 3Both parties confirm the escrow terms by an explicit action on the Platform after OTP sign-in. The confirmation is an electronic contract valid under section 10A of the Information Technology Act 2000.
4. 4The Platform shows the Payer the deposit details of the Escrow Account for that Transaction, generated by the Escrow Agent.

A change to escrow terms after confirmation requires both parties’ confirmation on the Platform, and, where the change affects the Escrow Agent’s obligations, the Escrow Agent’s acceptance.

The Payer deposits the agreed amount only to the Escrow Account details shown on the Platform for that Transaction, by the methods the Escrow Agent supports (for example NEFT, RTGS, IMPS, UPI or a payment gateway). Deposits must come from an account in the Payer’s own name; third-party deposits may be refused or returned.

A deposit counts only when the Escrow Agent confirms that the funds have been received and cleared. The Platform then notifies both parties with the amount and a reference, and the Payee may begin performance where the Transaction terms make performance conditional on deposit. Where a deposit is short, the Escrow Agent may hold it pending the balance or return it, as the Transaction terms say.

Release Conditions are agreed for each Transaction. Typical conditions are:

The Payee reports that a Release Condition is met by uploading the agreed evidence on the Platform. BARREL checks that the evidence of the required type has been uploaded and appears on its face to relate to the Transaction; it does not verify the truth of documents, the quality of goods or works, or the legal validity of title, unless it has been appointed to do so in writing. Release follows when the Payer accepts on the Platform, the named certifier certifies, or the Deemed Acceptance Period passes without a valid objection.

So that a Payee is not left unpaid by silence, a Release Condition is treated as met if the Payer neither accepts nor raises a valid objection within the Deemed Acceptance Period after the Payee’s report. Unless the Transaction terms state otherwise:

The Platform sends reminders to the Payer before the period ends. A valid objection must give reasons and evidence, such as a damage report, a defect report, a non-conformity notice or a reasoned refusal of a milestone certificate. An objection without reasons does not stop deemed acceptance.

Escrow Funds may be released in instalments, for example a percentage on dispatch and the balance on acceptance, or by project milestone. Where a dispute concerns only part of a Transaction, such as some damaged items or a disputed deduction from a milestone, the undisputed amount is released and only the disputed amount, plus a reasonable allowance for associated costs stated in the Transaction terms, is placed on Dispute Hold. Retention amounts agreed in a project contract (for example a percentage held until the end of the defects liability period) are released on the date or condition the contract states.

1. 1The Payer or the Payee raises a dispute on the Platform before the release or refund is made, with reasons and evidence. The disputed amount goes on Dispute Hold immediately.
2. 2The other party responds within 7 days with its evidence. The parties may negotiate through the Platform and record any settlement, which becomes an Instruction when both confirm it.
3. 3If not settled within 15 days, either party may ask BARREL to review. BARREL reviews the evidence and proposes a resolution within 15 days. The proposal is binding only if both parties accept it, or if the Transaction terms appointed BARREL or a named expert to decide.
4. 4If still unresolved, the funds remain on Dispute Hold until the Escrow Agent receives a joint Instruction from both parties, an arbitral award, or an order of a competent court or authority.

Escrow Funds on Dispute Hold are not released, refunded, or used to pay fees, except the escrow fees the Transaction terms allow. Holding funds during a dispute is not a breach by BARREL or the Escrow Agent. If no step is taken by either party in a dispute for 180 days, BARREL may require the parties to start arbitration or court proceedings within a further 30 days, failing which the Escrow Agent may deal with the funds as its terms and the law provide.

Escrow Funds are refunded to the Payer where: the Transaction is cancelled before performance by agreement or under the Refund and Cancellation Policy; the Payee fails to report a Release Condition by the long-stop date; agreed conditions to a deal fail (for example a title defect or a refused regulatory approval, where the Transaction terms make the deposit refundable in that case); a dispute is resolved in the Payer’s favour; or the law or an authority requires it.

Refunds are paid to the account from which the deposit came, normally within 7–15 working days after the refund Instruction reaches the Escrow Agent. Forfeiture of token money or earnest money is a matter between the parties under their agreement; the Escrow Agent pays a forfeited amount to the Payee only on a joint Instruction or a binding decision, not on one party’s claim alone.

Deposit details, releases, refunds, holds and changes are valid only when given or confirmed by the authorised users of the relevant party through their signed-in Platform account, with OTP confirmation and any additional approval the account requires (for example two authorised signatories for amounts above a threshold the organisation sets).

• BARREL and the Escrow Agent will not act on instructions given by phone, chat, email or letter, except a court order or a direction from an authority, or where the Platform is unavailable and the Escrow Agent’s own verified procedure is followed.
• Each party is responsible for the persons it authorises on its account. BARREL and the Escrow Agent may rely on an Instruction given through a party’s account after valid authentication.
• The Payee’s bank account for release is the account verified during onboarding. A change of payout account requires fresh verification and a cooling-off period of at least 48 hours before any release to the new account.

Escrow scams typically use fake escrow websites, look-alike email addresses or messages announcing “changed bank details”. To protect parties:

• the only escrow facility linked to BARREL is the one shown inside the Platform; any other site or account claiming to be “BARREL escrow” is not ours;
• the Platform shows the name of the Escrow Agent and the beneficiary name for each deposit; check them before paying;
• BARREL may delay a deposit confirmation or release, ask for additional verification, or freeze a Transaction where it suspects fraud, account takeover, or misuse; and
• suspected fraud should be reported immediately to contact@barrel.energy, to your bank, and to the National Cyber Crime Reporting Portal (cybercrime.gov.in) or helpline 1930.

BARREL cooperates with law enforcement and reports cyber security incidents as the CERT-In Directions of 28 April 2022 require.

Escrow fees, which may include a BARREL platform fee for the escrow service and the Escrow Agent’s charges, are shown on the Transaction page before the escrow terms are confirmed, with who pays them (Payer, Payee or shared). Fees may be deducted from Escrow Funds on release or refund only where the Transaction terms say so. Platform fees are not refundable once the escrow is set up and funded, unless the Transaction is cancelled because of BARREL’s fault. Fees are exclusive of GST, which is charged in addition, and BARREL issues a tax invoice for its own fees.

Escrow does not change the tax treatment of the underlying Transaction. Each party is responsible for its own taxes on the Transaction, including GST on the supply, stamp duty and registration charges on land and asset transfers, and capital gains or business income tax.

• GST on the underlying supply is charged by the Payee on its tax invoice at the time the law requires, which may be before release of Escrow Funds; GST is charged on BARREL’s escrow and platform fees.
• TCS under GST. Where BARREL is required to collect tax at source as an electronic commerce operator under section 52 of the Central Goods and Services Tax Act 2017, the amount is deducted from the release to the Payee and deposited.
• TDS and TCS under income-tax law. Where the applicable provisions of the income-tax law require tax to be deducted or collected — for example on e-commerce transactions, on the purchase of immovable property, on payments to contractors or on the purchase of goods — the party or operator required to deduct or collect does so, and the release or refund is of the net amount. Certificates are issued as the law provides.
• Interest, if any is payable on Escrow Funds under the Transaction terms, is taxable in the hands of the party entitled to it.

Each escrow Transaction has a long-stop date in its terms, by which the final Release Condition must be met. Unless otherwise stated, it is 90 days after deposit for goods orders and 30 days after the scheduled completion date for project milestones and asset deals.

If the long-stop date passes without release, a dispute or an agreed extension, the Escrow Funds are refunded to the Payer after 7 days’ notice to both parties on the Platform, during which either may raise a dispute or both may agree an extension. Funds that cannot be returned because a party’s account is closed or the party cannot be traced are dealt with by the Escrow Agent as its terms and the law on unclaimed amounts provide.

• Payer: deposit on time and from its own account; inspect deliveries and review milestone reports promptly; accept, or object with reasons, within the Deemed Acceptance Period; not raise disputes in bad faith to delay payment. A Payer buying from an MSME should note that Escrow does not extend the payment periods under the Micro, Small and Medium Enterprises Development Act 2006 once acceptance has occurred.
• Payee: perform the Transaction; upload true and complete evidence; not report a Release Condition as met when it is not; keep its payout account and KYC current.
• Both: keep their sign-ins secure; give Instructions only through the Platform; comply with KYC, tax and sanctions requirements; and keep BARREL and the Escrow Agent informed of insolvency proceedings, attachment orders or other events that affect the Escrow Funds.
• BARREL: operate the Platform with reasonable care and skill; transmit valid Instructions to the Escrow Agent without undue delay, and normally within 1 working day; keep a time-stamped record of each Transaction; treat the parties even-handedly; and not use Escrow Funds or give Instructions without a basis in this Policy and the Transaction terms.

BARREL is not a party to the Transaction between Payer and Payee (except where it is itself the Payer or Payee) and does not guarantee the performance of either. It does not guarantee the quality, quantity, legality, title or delivery of anything bought or sold, the accuracy of documents uploaded by the parties, or the outcome of any approval or registration.

The Escrow Agent’s acts. The Escrow Agent is an independent regulated entity. BARREL is not liable for the acts, omissions, delays, insolvency, systems failures or compliance decisions of the Escrow Agent, of any bank or of any payment system, including a delay in crediting or refunding funds once a valid Instruction has been transmitted. BARREL will help the parties pursue any claim against the Escrow Agent and will provide its records of the Transaction.

To the extent permitted by law, BARREL is not liable for indirect or consequential loss, loss of profit, business or opportunity, or loss caused by a party’s own Instruction, delay or failure to object in time. BARREL’s total liability in connection with an escrow Transaction is limited to the platform fees it received for that Transaction, or, where its failure to transmit a valid Instruction or its transmission of an unauthorised Instruction caused the loss, to the amount wrongly released or withheld. These limits do not apply to fraud, wilful misconduct, gross negligence, or liability that cannot be limited by law, and do not affect a Consumer’s statutory rights.

Each party indemnifies BARREL and the Escrow Agent against claims, penalties, losses and reasonable costs arising from its false evidence, its breach of this Policy or the law, its tax defaults, or a dispute it raises in bad faith.

BARREL may suspend the escrow service, or a party’s access to it, where required by law, by the Escrow Agent or by an authority, on suspected fraud or money laundering, on a party’s breach, or for maintenance. Suspension does not affect Escrow Funds already deposited, which continue to be held and are released or refunded under this Policy.

BARREL may withdraw the escrow service, or change the Escrow Agent, by at least 30 days’ notice on the Platform. Escrow Transactions already funded continue with the existing Escrow Agent until completed, or are transferred to the new Escrow Agent only with both parties’ confirmation. If the arrangement with an Escrow Agent ends for reasons beyond BARREL’s control, BARREL will tell the parties at once and help them obtain release or refund of their funds in accordance with their Instructions.

BARREL is not liable for delay or failure in transmitting Instructions caused by events beyond its reasonable control, such as failure of banking or payment systems, telecommunication outages, cyber attacks despite reasonable security, natural disasters, epidemics, war, government action or court orders. It will notify the parties and resume as soon as possible. Escrow Funds remain with the Escrow Agent throughout.

BARREL keeps records of each escrow Transaction, including the terms, Instructions, evidence and messages, for at least the period the law requires (including under the Prevention of Money-laundering Act 2002 and tax laws, generally at least 5 to 8 years after the Transaction ends). Personal data is processed as described in the Privacy Policy and shared with the Escrow Agent only as needed to perform the escrow and comply with law.

This Policy and each escrow Transaction’s terms are governed by the laws of India. The Escrow Agent’s terms may have their own governing law and dispute clause for matters between the Escrow Agent and a party.

Any dispute arising out of or in connection with this Policy between BARREL and a party, or between the Payer and the Payee about the escrow (where their own contract does not provide another forum), that is not settled under the dispute process above shall be referred to arbitration by a sole arbitrator appointed by agreement or, failing agreement, under the Arbitration and Conciliation Act 1996. The seat and venue is Pune, Maharashtra, and the language is English. Subject to this, the courts at Pune, Maharashtra have exclusive jurisdiction, including for interim measures. An arbitral award or court order directing release or refund is a valid basis for an Instruction to the Escrow Agent.

Nothing in this clause takes away a Consumer’s right to approach a Consumer Disputes Redressal Commission.

BARREL may change this Policy, in particular when the escrow service is launched or an Escrow Agent is named or changed. The current version, with its version number and effective date (10 November 2026 for this version), is published at /legal/escrow-policy. Changes are notified on the Platform at least 15 days before they take effect, unless the law or the Escrow Agent requires a change sooner, and do not change the terms of escrow Transactions already funded without both parties’ consent.

Questions about escrow: contact@barrel.energy, +91 90755 77366. To report suspected escrow fraud, write at once to contact@barrel.energy with the subject “Escrow fraud”.

Bharat Atom Renewable Resources Energy Limited, CIN U35100PN2024PLC230800, GSTIN 27AASCM0958L1ZQ, LEI 335800FULVEJISCWKA06, RH 11, Mayfair Eleganza - II, NIBM Road, Kondhwa Kh., Pune 411048, Maharashtra, India. Website www.barrel.energy.