Non-Compete, Non-Solicitation and Non-Circumvention Agreement (NCA)

This Non-Compete, Non-Solicitation and Non-Circumvention Agreement (the Agreement) is made on the date of its acceptance or signature (the Effective Date) between:

1. 1Bharat Atom Renewable Resources Energy Limited, a public limited company incorporated in India under the Companies Act 2013, CIN U35100PN2024PLC230800, with its registered office at RH 11, Mayfair Eleganza - II, NIBM Road, Kondhwa Kh., Pune 411048, Maharashtra, India (BARREL, including its successors and permitted assigns); and
2. 2[Counterparty legal name], [CIN/registration no. or PAN, for an individual], of [Address] (the Counterparty, including its successors and permitted assigns).

Recitals.

• A. BARREL develops and delivers renewable energy projects and runs platforms, including the BARREL Shop marketplace, BARREL OS and the Power Trading Exchange and Power Asset Exchange, through which it identifies and introduces land, assets, projects, buyers, sellers, suppliers and investors. Much of its value lies in those relationships, its people and its confidential know-how.
• B. The Counterparty is, or is about to become, engaged with BARREL in the capacity stated in Schedule 1 (the Engagement), under a main agreement such as an employment letter, a Working Agreement, a Business Partnership Agreement, a supplier or service agreement, a land or asset mandate or an investment document (the Main Agreement).
• C. The Parties wish to protect BARREL’s legitimate business interests in a way that is reasonable and enforceable under Indian law.

This Agreement is therefore built in three layers:

1. 1During the Engagement: a non-compete, so that the Counterparty does not work for or build a Competing Business while it works with BARREL.
2. 2After the Engagement: no general non-compete. The protections are limited to confidentiality and trade secrets, non-solicitation of BARREL’s employees and of clients introduced through BARREL for a reasonable period, and non-circumvention of specific opportunities that BARREL introduced, backed by a fee if a Party transacts directly.
3. 3On a sale of business or goodwill to BARREL: a reasonable post-sale non-compete within the area and period stated in Schedule 1, as permitted by the exception to section 27.

Each restriction is intended to go no further than is reasonably necessary to protect BARREL’s confidential information, goodwill, workforce and introduced opportunities, and must be read that way.

This Agreement may be used with each of the following. Schedule 1 states which category applies and any variation for it:

Where the Counterparty is a company or firm, it shall procure that its Affiliates, directors, partners and key personnel involved in the Engagement comply with this Agreement as if bound by it.

Affiliate

an entity that controls, is controlled by or is under common control with a Party; for BARREL it includes entities of the StenJaan Group.

Competing Business

a business that, in the Territory, offers or develops products or services substantially similar to and competing with those that BARREL offers or is actively developing and in which the Counterparty is or was involved during the Engagement, being, unless Schedule 1 narrows it: (a) EPC, engineering, O&M or QA/QC services for solar, wind, storage or transmission projects; (b) a B2B marketplace for energy equipment; (c) a platform for listing, matching or trading power plants, land for power projects or power requirements; and (d) a SaaS operating system for energy businesses.

Confidential Information

has the meaning given in the Mutual Non-Disclosure Agreement between the Parties, or if none is signed, all non-public information of BARREL or its clients received in connection with the Engagement.

Introduced Client

a customer, buyer, offtaker, seller, landowner, developer, investor or partner that BARREL introduced to the Counterparty, or with which the Counterparty dealt on BARREL’s behalf, during the last 12 months of the Engagement.

Introduced Opportunity

a specific project, tender, land parcel (identified by survey number, location or KML), power plant or other asset, power requirement, financing or transaction that BARREL identified to the Counterparty, in writing, through a platform record or in a meeting later confirmed in writing, and of which the Counterparty had no documented prior knowledge.

Restricted Period

the period after the Engagement ends during which the post-term protections apply: 12 months for non-solicitation, and 24 months for non-circumvention of an Introduced Opportunity, unless Schedule 1 sets a shorter period.

Territory

India, or the narrower area stated in Schedule 1.

Key Employee

an employee or consultant of BARREL at the level of engineer, manager or above, or anyone with whom the Counterparty worked in the last 12 months of the Engagement.

While the Engagement lasts, the Counterparty shall not, without BARREL’s prior written consent, directly or indirectly, in the Territory:

• carry on, be employed by, act as consultant, agent or partner to, or hold an interest in, a Competing Business;
• bid for, or help another person bid for, a project, tender or opportunity for which BARREL is bidding or which it is pursuing, where the Counterparty knows or is told of that fact; or
• divert to itself or any other person any business or opportunity that falls within the scope of the Engagement.

For a partner, supplier, service provider or consultant, this restraint is limited to the scope, programme or Work Order stated in Schedule 1 or the Main Agreement, and does not prevent the Counterparty from carrying on its other lines of business or serving its existing clients, provided it does not use BARREL’s Confidential Information or brand to do so. A shareholding of up to 2% in a listed company is permitted.

Consent will not be unreasonably withheld where the proposed activity does not conflict with BARREL’s interests. Consent must be requested in writing with enough detail for BARREL to assess it.

During and after the Engagement, the Counterparty shall keep BARREL’s Confidential Information confidential and use it only for the Engagement, on the terms of the Mutual Non-Disclosure Agreement (or, if none is signed, terms equivalent to it). This duty lasts for 5 years after the Engagement ends, and for Trade Secrets (including source code, models, pricing methods and site databases) for as long as they remain secret.

This Agreement does not prevent the Counterparty after the Engagement from using the general skill, knowledge and experience it had before or acquired during the Engagement, as long as it does not use or disclose Confidential Information.

During the Engagement and for 12 months after it ends, the Counterparty shall not, directly or indirectly, solicit, induce or encourage a Key Employee to leave BARREL, or employ or engage a Key Employee who left BARREL in the previous 6 months, without BARREL’s written consent.

A general advertisement or job posting not directed at BARREL’s personnel is not a breach, nor is engaging a person whom BARREL has dismissed.

During the Engagement and for 12 months after it ends, the Counterparty shall not, directly or indirectly, solicit or accept business from an Introduced Client for products or services that compete with those BARREL supplied or offered to that Introduced Client, or induce an Introduced Client to stop or reduce its business with BARREL.

This does not apply to a client with whom the Counterparty can show documented dealings before the Engagement, or to a client who approaches the Counterparty on its own initiative after the Engagement in response to general marketing, provided no Confidential Information is used.

During the Engagement and for the Restricted Period, the Counterparty shall not, directly or indirectly, without BARREL’s prior written consent, enter into, negotiate or complete any transaction relating to an Introduced Opportunity except through or with BARREL, including by dealing directly with the landowner, asset owner, seller, buyer, developer, offtaker or investor that BARREL introduced.

If the Counterparty (or its Affiliate or nominee) completes such a transaction, it shall pay BARREL the Circumvention Fee: the fee, commission, margin or success fee that BARREL would have earned on that transaction under its agreement with the Counterparty or, if none, under Schedule 2, or if Schedule 2 is silent, [2]% of the transaction value. The fee is due within 30 days of completion, with GST as applicable.

This clause protects specific identified opportunities only. It does not prevent the Counterparty from doing business with the same persons on unrelated opportunities, or from pursuing other land, assets or projects in the market.

The Counterparty shall tell BARREL in writing if an Introduced Opportunity reaches it from another source during the Restricted Period, so that the Parties can agree how to proceed.

This clause applies only where Schedule 1 states that the Counterparty (or its promoters) is selling to BARREL or its Affiliate a business, an undertaking, shares carrying control, or goodwill (the Sale).

In consideration of the price paid for the goodwill, the Counterparty shall not, for the period and within the local limits stated in Schedule 1 (and in any case not beyond the period during which BARREL or its successor carries on the business sold), carry on, or be concerned in, a business similar to the business sold, or solicit its customers, suppliers or employees.

The Parties confirm that the period and area are reasonable having regard to the nature of the business, its customers and the price paid, and are intended to fall within the exception to section 27 of the Indian Contract Act 1872. If not specified in Schedule 1, the period is 3 years from completion of the Sale and the local limits are the states in which the business sold had customers in the 12 months before completion.

During the Engagement, and during the Restricted Period, the Counterparty shall:

• tell BARREL in writing before taking up any engagement, employment, directorship or interest that may fall within the restrictions of this Agreement, with enough information to allow BARREL to assess it;
• give a copy of the restrictive clauses of this Agreement to any new employer or principal in a Competing Business before accepting the engagement; and
• respond within 7 days to a reasonable written enquiry from BARREL about its compliance with this Agreement.

BARREL will treat information given under this clause as confidential and use it only to assess compliance.

The Counterparty confirms that it has read this Agreement, had the chance to take legal advice, and considers each restriction reasonable in scope, area and duration and necessary to protect BARREL’s legitimate interests, and that the consideration under the Main Agreement (including access to BARREL’s opportunities, clients and Confidential Information) is adequate for them.

Each restriction in this Agreement is separate and independent. If a court or arbitral tribunal holds any restriction void or unenforceable, in whole or in part:

1. 1the words that make it unenforceable shall be deleted (blue-pencil), and the restriction shall apply with such deletion as is needed to make it valid;
2. 2where deletion alone is not enough, the restriction shall apply with the shortest period, smallest area or narrowest scope that the court or tribunal holds enforceable, to the extent the law permits it to be read down; and
3. 3the validity of the other restrictions and the rest of this Agreement is not affected.

No restriction shall be read as preventing the Counterparty from exercising a lawful profession, trade or business after the Engagement beyond what section 27 of the Indian Contract Act 1872 permits.

A breach of this Agreement may cause BARREL loss that is hard to measure and that damages alone would not remedy. BARREL may therefore, in addition to any other remedy:

• seek an injunction, including an interim injunction, under the Specific Relief Act 1963 or interim measures under section 9 of the Arbitration and Conciliation Act 1996, to restrain an actual or threatened breach;
• recover the Circumvention Fee as liquidated damages: the Parties agree that it is a genuine pre-estimate of BARREL’s loss of the fee it would have earned, recoverable under section 74 of the Indian Contract Act 1872 as reasonable compensation not exceeding the amount named, and not a penalty;
• for a breach of the non-solicitation clauses, recover as liquidated damages [an amount equal to the gross annual remuneration of the solicited employee / the gross margin earned from the Introduced Client in the 12 months before the breach], as stated in Schedule 2;
• require the Counterparty to account for and pay over any profit made from the breach; and
• set off amounts due under this clause against amounts BARREL owes the Counterparty, to the extent permitted by law (and never against wages due to an employee).

The Counterparty shall bear BARREL’s reasonable legal costs of enforcing this Agreement where a breach is established.

Nothing in this Agreement excludes or limits liability for fraud or wilful misconduct, and the limitation of liability in a Main Agreement does not apply to a breach of this Agreement unless the Main Agreement expressly says so.

• BARREL will identify Introduced Opportunities and Introduced Clients in writing or by a platform record, so that the Counterparty knows what is protected.
• BARREL will consider requests for consent promptly and in good faith, and will reply within 15 days.
• BARREL will not use this Agreement to prevent an employee from leaving, or to withhold dues, experience letters or relieving documents owed under law.
• BARREL will keep the Counterparty’s Confidential Information confidential on the same terms.

This Agreement starts on the Effective Date and continues for as long as the Engagement lasts (including any renewal or new Engagement of the same kind). The post-term protections then continue for their stated periods. The clauses on confidentiality, the sale of goodwill, remedies, governing law and miscellaneous survive the end of the Engagement for as long as needed to give them effect.

The end of the Engagement, for whatever reason, does not release either Party from liability for a breach that occurred before it ended.

BARREL processes the personal data of individual Counterparties and their personnel only to administer the Engagement and this Agreement, under its Privacy Policy and the Digital Personal Data Protection Act 2023 and Rules, to the extent in force.

This Agreement is governed by the laws of India.

Any dispute arising out of or in connection with it, if not settled by good-faith discussion within 30 days of a written notice, shall be finally resolved by arbitration under the Arbitration and Conciliation Act 1996 by a sole arbitrator appointed by agreement or, failing agreement within 30 days, under that Act. The seat and venue is Pune, Maharashtra, and the language is English.

Subject to arbitration, the courts at Pune, Maharashtra have exclusive jurisdiction. Either Party may apply to any court of competent jurisdiction for urgent interim relief. Disputes about employment matters reserved by law to labour authorities or courts go to them.

Notices must be in writing in English and delivered by hand, courier, registered post or email to BARREL at RH 11, Mayfair Eleganza - II, NIBM Road, Kondhwa Kh., Pune 411048, Maharashtra, India, contact@barrel.energy (attention: Legal), and to the Counterparty at [Address], [Email]. A notice is received on delivery, on the third business day after posting, or when an email is sent without an error message (the next business day if sent after 6 pm IST or on a non-business day).

• Relationship with the Main Agreement. This Agreement adds to the Main Agreement. If they conflict on the subject of this Agreement, the provision that better protects BARREL’s confidential information and introduced opportunities applies, but always within the limits of the clause on reasonableness and severability.
• Assignment. The Counterparty may not assign this Agreement. BARREL may assign it to an Affiliate or to a buyer of the relevant business, who may enforce it.
• Entire agreement. With the Main Agreement and any NDA, this Agreement is the entire agreement on its subject.
• Amendment and waiver. Changes must be in writing and signed or accepted electronically by both Parties. A delay in enforcing a right is not a waiver.
• Counterparts and electronic signature. This Agreement may be executed in counterparts and by electronic signature or click-through acceptance, valid under sections 5 and 10A of the Information Technology Act 2000.
• Stamp duty. Any stamp duty is borne [by the Parties equally / by BARREL].
• Changes to this model. BARREL may update the model published on its website; an update does not change an Agreement already accepted or signed unless both Parties agree.

Questions and grievances: Grievance Officer, the person designated by BARREL from time to time, reachable at contact@barrel.energy (subject line 'Grievance') and +91 90755 77366, RH 11, Mayfair Eleganza - II, NIBM Road, Kondhwa Kh., Pune 411048, Maharashtra, India. Acknowledgement within 24 hours, resolution within 15 days or any shorter time the law sets.

Schedule 1 — Engagement and restrictions

Schedule 2 — Fees and liquidated damages

This Agreement may be accepted in one of two ways:

1. 1Online acceptance. Where BARREL presents this Agreement on its website or a platform (for example during partner, supplier or land registration), the Counterparty accepts it by ticking the acceptance box and submitting the form after verifying its mobile number or email by one-time password. The person accepting confirms that they are authorised to bind the Counterparty. BARREL keeps the record of acceptance (name, organisation, contact, date and time, IP address and version) as an electronic record. For an employee or for a sale of goodwill, signature is required instead.
2. 2Signature. The Parties sign this Agreement, in ink or electronically, with the Schedules completed.

Model version 1.0, effective 10 November 2026.