Business Partnership Agreement

This Business Partnership 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, GSTIN 27AASCM0958L1ZQ, LEI 335800FULVEJISCWKA06, 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], a [company / LLP / firm / proprietorship / individual], [CIN/registration no.], GSTIN [GSTIN], PAN [PAN], with its [registered office / principal place of business] at [Address] (the Partner, including its successors and permitted assigns).

Recitals.

• A. BARREL, a StenJaan Group enterprise, develops and delivers renewable energy projects (EPC and turnkey delivery, engineering and consultancy, O&M and AMC, QA/QC supervision and equipment rental) and runs digital platforms: the BARREL Shop marketplace at shop.barrel.energy, BARREL OS, BARREL PIP and the Power Trading Exchange and Power Asset Exchange.
• B. The Partner has the capabilities described in its registration and in Schedule 1, and wishes to collaborate with BARREL under one or more of BARREL’s partner programmes.
• C. The Parties wish to set out the terms of that collaboration.

• Each Party is an independent contractor, carries on its own business at its own risk and bears its own costs, taxes, employees and liabilities.
• Neither Party may bind the other, sign on its behalf, accept orders or payments for it, or hold itself out as the other’s agent, unless Schedule 1 grants a specific written authority.
• There is no sharing of profits or losses of each other’s businesses. Any commission, revenue share or fee under Schedule 2 is consideration for services or for an introduction, not a share of a partnership’s profits.
• Where BARREL runs a platform on which the Partner deals with third parties (for example as a merchant on BARREL Shop or a lister on an exchange), BARREL acts as a platform and facilitator and the platform terms (including the Terms of Use and the E-Commerce Policy) also apply.

BARREL is not a power exchange or a trading licensee under the Electricity Act 2003 and the regulations of the Central Electricity Regulatory Commission unless and until it obtains such a licence. Nothing in this Agreement appoints the Partner to do anything that requires such a licence.

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.

BARREL Marks

the names, logos and marks “BARREL”, “BARREL Energy”, “BARREL Authorized”, “BARREL Shop”, “BARREL OS”, “BARREL PIP” and any other mark BARREL uses, whether registered or not.

Brand Guidelines

BARREL’s rules for use of the BARREL Marks, as given to the Partner and updated from time to time, summarised in Schedule 3.

Customer

a person to whom a Party supplies goods or services in connection with this Agreement.

Lead

a specific, identified prospective Customer, project, land parcel, asset or transaction, with a named decision-maker or owner and a described need, that a Party brings to the other Party.

Programme

the partner programme or programmes for which the Partner is appointed, described in the clause on programmes and in Schedule 1.

Project

a specific renewable energy, storage, transmission or related project in which both Parties participate under this Agreement.

SPV

a special purpose vehicle (company or LLP) formed to own or develop a Project.

Territory

the area stated in Schedule 1; if none, India.

The Partner may be appointed to one or more of the following Programmes. Schedule 1 states which Programmes apply, the scope and any special terms.

An Investment or Finance Partner acts under its own regulatory status. Nothing in this Agreement is an offer of securities, a deposit, a solicitation of investment from the public, or a promise of returns. Any investment is made only under separate definitive agreements and applicable law, including the Companies Act 2013 and FEMA 1999.

BARREL appoints the Partner, and the Partner accepts the appointment, as a non-exclusive partner for the Programme, scope and Territory in Schedule 1. Exclusivity applies only if Schedule 1 expressly grants it, for a stated scope, territory, period and minimum performance; exclusivity lapses automatically if that performance is not met.

BARREL may appoint other partners for the same Programme, scope or Territory, and may deal directly with any Customer, subject to its duties on registered Leads.

Appointment depends on BARREL completing KYC and capability verification. BARREL may approve the Partner for some products, services or regions and not others, and may change the approved scope on notice after a performance review.

• give the Partner the information, specifications, standards and platform access reasonably needed for the Programme;
• register and protect Leads as set out in this Agreement and pay amounts due under Schedule 2 on time;
• give the Partner fair consideration for opportunities within its approved scope, on objective criteria of price, quality, capacity, safety record and compliance (without any guarantee of volume or orders, unless Schedule 2 commits to one);
• provide the Brand Guidelines and approve brand material within a reasonable time;
• keep the Partner’s Confidential Information confidential; and
• comply with laws that apply to BARREL’s side of the collaboration, including the Micro, Small and Medium Enterprises Development Act 2006 where the Partner is a registered micro or small enterprise.

• perform the Programme with due skill, care and diligence, in accordance with Good Industry Practice, applicable codes and standards (including BIS and IEC standards and the Central Electricity Authority’s safety and technical regulations where relevant) and BARREL’s reasonable instructions;
• hold and maintain all licences, registrations, approvals and certifications needed for its business and the Programme, and give copies on request;
• give accurate information about its capabilities, products, prices, land, assets and track record, and update it promptly if it changes;
• for land and assets, hold good title or authority, disclose encumbrances, litigation and government restrictions known to it, and allow site visits and due diligence;
• for products, supply genuine goods with valid warranties, correct labelling and declarations under the Legal Metrology (Packaged Commodities) Rules 2011 where applicable, and honour manufacturer and its own warranties;
• not make any representation, warranty or promise on behalf of BARREL beyond what BARREL has approved in writing;
• cooperate with BARREL’s project, quality, safety and compliance processes; and
• keep proper books and records of its activities under this Agreement.

Subject to this Agreement, BARREL grants the Partner a non-exclusive, non-transferable, royalty-free, revocable licence, for the term and the Territory, to use the BARREL Marks listed in Schedule 3 (including the “BARREL Authorized” badge for its Programme) only to identify itself truthfully as a BARREL partner for the approved scope.

• Use must follow the Brand Guidelines, and every new use (website, brochure, signage, vehicle, uniform, social media, bid document, press release) needs BARREL’s prior written approval, which may be given by email.
• The Partner shall describe its status accurately, for example “BARREL Authorized Service Provider — Installation, Maharashtra”, and shall not suggest that it is BARREL, an Affiliate, an agent, a franchisee, or authorised beyond its approved scope.
• The Partner shall not register or use any trade mark, domain name, social-media handle or business name that contains or is confusingly similar to a BARREL Mark.
• All goodwill from use of the BARREL Marks belongs to BARREL.
• BARREL may withdraw approval of any use that it reasonably considers misleading or harmful to its reputation, and the Partner shall stop that use within 7 days (immediately for a misrepresentation).

On expiry or termination, or on withdrawal of a Programme, the Partner shall stop all use of the BARREL Marks within 15 days and remove them from its materials, listings and premises.

A Party that wishes to be protected for a Lead shall register it with the other Party through the BARREL partner portal or platform when available, or otherwise by email to the address in the clause on notices, giving the Customer’s name, the decision-maker, the need, the estimated value and the stage.

1. 1BARREL will confirm or reject a registration within 10 business days. A registration is rejected if the Lead is already known to BARREL (in its systems, from another partner or from its own sales work), is not sufficiently specific, or is outside the Partner’s scope.
2. 2A confirmed registration is valid for the period in Schedule 2 (if none, 6 months), extendable while the Lead is being actively pursued.
3. 3During that period, the Party that received the Lead shall not deal with the Customer on that opportunity except with or through the registering Party, and the commission or fee in Schedule 2 is payable if the opportunity converts within that period or within 12 months after it.
4. 4Where two partners register the same Lead, the first complete and confirmed registration prevails.

Each Party remains free to choose whether to pursue a Lead. A registered Lead does not oblige BARREL to bid, supply or contract.

The commercial terms (commission, revenue share, referral or introduction fees, margins, discounts, listing fees, licence fees and their bases and timing) are set out in Schedule 2. Unless Schedule 2 says otherwise:

• commission and revenue share are calculated on amounts actually received by BARREL from the Customer, net of GST, other taxes, freight, insurance and refunds;
• the Partner invoices BARREL (or BARREL issues a self-invoice where permitted) after the amount becomes payable, in accordance with the Invoicing Policy and GST e-invoicing rules where applicable, and BARREL pays within 30 days of a valid invoice (45 days at most where the Partner is a registered micro or small enterprise);
• amounts are subject to deduction of tax at source under the applicable provisions of the income-tax law, and to TCS under section 52 of the Central GST Act 2017 where the Partner sells through BARREL Shop;
• where a Customer later obtains a refund, credit or reduction, the related commission is adjusted;
• each Party bears its own costs and expenses unless Schedule 2 provides for reimbursement; and
• payments are made only to the Partner’s verified bank account in its own name in India, never in cash and never to a third party.

Payment terms between Customers and BARREL or the Partner, including escrow where used, follow the Payment and Liability Policy and the Escrow Policy.

Where the Parties decide to develop a Project together, they will first sign a project term sheet (or Project Annexure) stating the Project, each Party’s contribution (land, capital, engineering, EPC, supply, O&M, offtake), timelines, decision-making and exit.

Where a Project is to be owned through an SPV, the SPV, its shareholding, board, reserved matters, funding, transfer restrictions and exit will be set out in a shareholders’ agreement, the SPV’s articles and other definitive agreements, which prevail over this Agreement for that Project.

Until definitive agreements are signed, each Party bears its own development costs, unless the term sheet expressly says otherwise.

• The Partner shall meet the quality standards, specifications and inspection and test plans that BARREL sets for each order, Work Order or Project, and allow BARREL or its third-party inspectors access to factories, warehouses and sites for inspection, testing and audit.
• Equipment shall carry required BIS registration, ALMM listing where applicable, IEC certification and test reports, and come with traceable serial numbers and warranties.
• Work on site shall follow BARREL’s HSE rules, permits to work and PPE requirements described in the Working Agreement. BARREL has zero tolerance for safety violations and may stop work or remove personnel at once.
• The Partner shall promptly report any defect, non-conformity, incident, near miss or recall affecting BARREL or a Customer.

Each Party shall comply with all applicable laws in performing this Agreement. In particular, the Partner shall:

• not offer, promise, give, request or accept any bribe, kickback, gratification or undue advantage to or from any public servant, Customer, landowner, official or BARREL employee, in breach of the Prevention of Corruption Act 1988 or the Bharatiya Nyaya Sanhita 2023, and not make facilitation payments of any amount;
• give or accept gifts and hospitality only if modest, infrequent, lawful and recorded, and never to influence a decision;
• declare any conflict of interest, including any relationship with a BARREL employee or a Customer’s decision-maker;
• comply with labour laws (including the labour codes, minimum wages, contract labour, provident fund, ESI and employees’ compensation laws), and not use child labour, forced or bonded labour, or discriminate unlawfully;
• comply with health, safety and environment laws, waste rules (including e-waste and battery waste rules where relevant), and permit conditions;
• comply with anti-money laundering law, including PMLA 2002, sanctions and export controls; and
• support BARREL’s ESG commitments by providing data reasonably requested on carbon, safety, labour and supply chain (including country of origin), and by not sourcing from suppliers known to use forced labour.

The Partner shall report any breach or suspected breach to BARREL at contact@barrel.energy (subject line 'Compliance'). BARREL will not retaliate against a good-faith report. A breach of this clause is a material breach.

Before appointment and at reasonable intervals, the Partner shall provide KYC information and documents that BARREL reasonably requests, such as certificate of incorporation, GSTIN, PAN, Udyam registration (if any), directors and beneficial owners, bank details, licences, financial statements and references. The Partner confirms that all such information is true and complete and shall update it within 15 days of any change. BARREL may verify it with public records and third parties.

The Partner shall maintain, with reputable insurers, insurance adequate for its Programme and as stated in Schedule 1, which may include public and third-party liability, product liability, professional indemnity, employees’ compensation, contractor’s all-risk and transit insurance, and shall produce certificates on request. Insurance does not limit the Partner’s liability.

Background IP

intellectual property owned by or licensed to a Party before the Effective Date or developed independently of this Agreement, including BARREL’s platforms, BARREL OS, software, data, designs, templates and the BARREL Marks.

Foreground IP

intellectual property created in performing this Agreement.

• Each Party keeps its Background IP. Neither Party gets any right in the other’s Background IP except a limited licence to use it for the Programme while this Agreement lasts.
• Foreground IP created by the Partner for BARREL or a BARREL Project under a Work Order, order or Project Annexure belongs to BARREL on creation, and the Partner assigns it to BARREL as set out in the Working Agreement, unless Schedule 1 says otherwise.
• Foreground IP jointly created in a Technology Partner programme is owned as Schedule 1 states; if it is silent, each Party owns what its personnel created and grants the other a non-exclusive, royalty-free licence to use it for the Programme.
• Data that Customers or the Partner put into BARREL’s platforms is governed by the platform terms; aggregated and anonymised platform data belongs to BARREL.
• The Partner warrants that its products, software, designs and materials do not infringe the rights of any third party.

Each Party shall comply with the Digital Personal Data Protection Act 2023 and the Digital Personal Data Protection Rules 2025, to the extent in force, and the Information Technology Act 2000 and the rules made under it, for personal data it processes under this Agreement. Personal data of Customers and Leads shall be collected with proper notice, used only for the Programme, kept secure, not sold or used for unrelated marketing, and erased when no longer needed. Where one Party processes personal data on behalf of the other, it shall do so only on documented instructions and with reasonable security safeguards, and shall report any personal data breach without undue delay. BARREL’s practices are in its Privacy Policy.

Each Party shall keep the other’s Confidential Information confidential on the terms of the Mutual Non-Disclosure Agreement, which the Parties are deemed to have accepted for the Programme if they have not signed one separately.

The Non-Compete, Non-Solicitation and Non-Circumvention Agreement applies between the Parties for the Programme, with the Partner as the Counterparty, and is deemed accepted with this Agreement. In summary: during the term the Partner does not compete within its programme scope; during the term and for the restricted periods after it, the Partner does not bypass BARREL on Introduced Opportunities or Introduced Clients, and does not solicit BARREL’s key employees; and the fee BARREL would have earned is payable on circumvention.

BARREL likewise shall not bypass the Partner on a Lead registered and confirmed for the Partner during its registration period.

On 10 business days’ notice (or at once where fraud, bribery or a safety breach is suspected), BARREL or its auditor may inspect the Partner’s records, sites and systems relating to this Agreement, to verify commissions, quality, compliance and data protection. The Partner shall cooperate and keep records for 8 years or longer where the law requires.

The Parties will review performance at least every 6 months against the KPIs in Schedule 1, which may include:

Where KPIs are not met, the Parties will agree an improvement plan. If it is not met within the agreed time, BARREL may reduce the Partner’s scope, suspend new opportunities, withdraw exclusivity or a “BARREL Authorized” badge, or terminate under this Agreement.

This Agreement starts on the Effective Date and continues for [Term] (if blank, 2 years). It renews automatically for further 1-year periods unless either Party gives at least 60 days’ written notice of non-renewal.

For convenience. Either Party may terminate this Agreement, or a single Programme, on 90 days’ written notice without giving reasons.

For cause. Either Party may terminate at once by written notice if the other Party:

• commits a material breach that cannot be remedied, or does not remedy a remediable breach within 30 days of notice;
• becomes insolvent, has a resolution professional, liquidator or receiver appointed, or is the subject of proceedings under the Insolvency and Bankruptcy Code 2016 that are not dismissed within 60 days; or
• suffers a change of control to a competitor of the terminating Party.

BARREL may in addition suspend or terminate at once if the Partner breaches the clauses on compliance, brand use, safety or data protection, gives false KYC information, or acts in a way that seriously harms BARREL’s reputation, or if a regulator or law requires it.

• Orders, Work Orders and Projects already accepted will be completed under their own terms unless they are terminated under those terms or BARREL directs otherwise.
• Commission or fees earned before termination remain payable; commission on registered Leads that convert within 6 months after termination (for convenience by BARREL) remains payable; no commission is payable on Leads converted after termination for the Partner’s breach.
• The Partner shall stop using the BARREL Marks, return or destroy Confidential Information, and hand over Customer and Project data held for BARREL.
• Platform access will be closed or reduced to what is needed to complete open transactions.
• Neither Party is entitled to compensation for loss of goodwill, investment or future profits merely because this Agreement ends in accordance with its terms.
• Clauses that by their nature survive (including those on intellectual property, confidentiality, non-circumvention, audit, liability, indemnity and disputes) survive.

Each Party warrants that it is validly existing, has authority to enter into this Agreement, and that doing so does not breach any law or other agreement binding on it.

Except as expressly stated, BARREL gives no warranty, to the extent permitted by law, about the volume of business, Leads or revenue the Partner will receive, about the accuracy of information provided by third parties on its platforms, or that its platforms will be uninterrupted or error-free. Platform availability is described in the platform terms.

To the extent permitted by law:

1. 1neither Party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, arising out of this Agreement, whether in contract, tort or otherwise;
2. 2each Party’s total liability under this Agreement in any 12-month period is limited to the greater of (a) the total amounts paid or payable between the Parties under this Agreement in the 12 months before the claim, and (b) [₹ amount]; and
3. 3liability under an order, Work Order or Project agreement is governed by the cap in that document.

These limits do not apply to liability for fraud, wilful misconduct or gross negligence, death or personal injury caused by negligence, breach of confidentiality, data protection or the compliance clause, infringement or misuse of the other Party’s intellectual property or the BARREL Marks, circumvention fees, or the indemnities in this Agreement, or to any liability that cannot be limited by law.

The Partner shall indemnify and hold harmless BARREL, its Affiliates and their officers and employees against losses, damages, penalties, costs and reasonable legal fees arising from any third-party claim, government action or penalty caused by:

• the Partner’s breach of this Agreement or of law, including labour, tax, safety, environmental, anti-bribery and data protection law;
• defective products, services or work of the Partner, or injury, death or property damage caused by the Partner or its personnel;
• any claim that the Partner’s products, materials or information infringe a third party’s rights; or
• any misrepresentation by the Partner, including about title to land or assets or about its status as a BARREL partner.

BARREL shall indemnify the Partner against third-party claims that the Partner’s use of the BARREL Marks in accordance with this Agreement infringes a third party’s trade mark. The indemnified Party shall notify the claim promptly, allow the indemnifying Party to conduct the defence, and not settle without its consent (not to be unreasonably withheld).

Neither Party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, riots, government action, grid failure or a general strike (but not a strike of its own workforce, lack of funds or an ordinary price increase), provided it notifies the other promptly, takes reasonable steps to mitigate, and resumes as soon as possible. If such an event continues for more than 90 days, either Party may terminate the affected Programme on notice. Payment obligations for work already done are not excused.

This Agreement is governed by the laws of India.

The Parties will try to settle any dispute by good-faith discussion between senior representatives within 30 days of a written notice. If that fails, the dispute 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 seek urgent interim relief from a competent court. Where the Partner is a registered micro or small enterprise, its rights to refer a payment dispute to the Micro and Small Enterprises Facilitation Council are not affected.

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: Partnerships), and to the Partner at [Address], [Email] (attention: [Name and designation]). 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). Operational messages (Leads, orders, approvals) may also be given through the BARREL platform.

• Assignment and subcontracting. The Partner may not assign this Agreement or subcontract its Programme obligations without BARREL’s prior written consent. BARREL may assign it to an Affiliate or a successor to the relevant business on notice.
• Entire agreement and order of precedence. This Agreement, its Schedules and the documents it incorporates are the entire agreement on its subject. In case of conflict: a definitive Project or SPV agreement; then the Schedules; then this Agreement; then the platform terms.
• Amendment and waiver. Changes must be in writing and signed or accepted electronically by both Parties, except updates to the Brand Guidelines and platform terms, which BARREL may make on notice. A delay in enforcing a right is not a waiver.
• Severability. An invalid provision is read down or severed to the minimum extent, and the rest continues.
• 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 the Partner].
• 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.

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 — Programme and scope

Schedule 2 — Commercials

Schedule 3 — Brand use

• Licensed marks: [e.g. “BARREL Authorized Supplier Partner” badge; “BARREL” word mark in the approved partner lock-up].
• Permitted uses: [website partner page, proposals to Customers, site signage, uniforms, social media], each as approved.
• Required wording: “[Partner name] is a BARREL Authorized [Programme] for [scope], [Territory]. [Partner name] is an independent business.”
• Not permitted: altering the marks, combining them with other marks, use on products not approved, use in a domain or company name, use after expiry of the appointment.
• Approval contact: contact@barrel.energy (subject line 'Brand approval').

This Agreement may be accepted in one of two ways:

1. 1Online acceptance. When the Partner registers for a Programme on BARREL’s website or a platform, it accepts this Agreement by ticking the acceptance box and submitting the registration after verifying its mobile number or email by one-time password. The person accepting confirms that they are authorised to bind the Partner. The Agreement becomes binding when BARREL confirms the appointment in writing or on the platform, with the Schedules completed in that confirmation. BARREL keeps a record of the acceptance (name, organisation, contact, date and time, IP address and version) as an electronic record.
2. 2Signature. The Parties sign this Agreement, in ink or electronically, with the Schedules completed.

Model version 1.0, effective 10 November 2026.