SERVICES AGREEMENT

THIS SERVICE AGREEMENT (“Agreement”) is made on this 03rd day of December 2018 (“Effective Date”) at
Noida, by and between:

Essel Business Excellence Services Ltd., a company incorporated under the provisions of Companies Act, 1956
having its office at 4th Floor, Plot No. 19 & 20, Sector 16-A, Film City, Noida- 201301 (hereinafter referred to as
“EBEX” which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its
successors and assigns) of the ONE PART;

AND

Haldiram Snacks Pvt. Ltd., a company incorporated under the provisions of the Companies Act, 1956, having
its office at C-31, sector 62, Noida, UP 201301, (hereinafter referred to as “Haldirams” which expression shall,
unless repugnant to the context or meaning thereof, be deemed to include its successors and assigns) of the
OTHER PART;

EBEX and Haldirams are hereinafter collectively referred to as the “Parties” and individually as the “Party”.

WHEREAS:

A. Haldirams is inter-alia engaged in food and beverages (a food company that was synonymous with taste,
hygeiene and innovation).

B. EBEX is a company offering shared services across different whelms of business and industry, including
but not limited to talent acquisition and recruitment services.

C. Haldirams has approached EBEX to seek recruitment services (hereinafter referred to as the “Services”)
and EBEX has agreed to provide the Services as included and detailed in Annexure A attached hereto, and
subject to the terms and conditions of this Agreement.

D. For good and valuable consideration, EBEX and Haldirams agree as follows:

NOW THIS AGREEMENT WITNESSES AS UNDER:

PRINCIPAL TERMS

1. Term

This Agreement shall be deemed to have commenced with effect from 03rd December 2018 (“Effective
Date”) and shall continue till 02nd December 2019, (both days inclusive) unless terminated earlier in
accordance with the terms of this Agreement and/or further extended on mutual terms as agreed to
between the Parties.

2. Services

2.1 EBEX agrees to provide the Services as more fully set out under Annexure A attached hereto in
accordance with the Turnaround Time as described under Annexure A.
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3. Service Fee

3.1 Haldirams shall pay EBEX a Fees, and in the manner as more specifically dealt with under Annexure B
attached hereto.

4. Confidentiality

4.1 Haldirams and EBEX shall hold confidential and maintain confidentiality in respect of all Confidential
Information obtained by it pursuant to this Agreement. “Confidential Information” means all non-
public information disclosed by either Party (“Disclosing Party”) to the other (“Receiving Party”) that
Disclosing Party considers to be confidential or proprietary and which may or may not be specifically
marked and designated as “confidential”, including but not limited to customer and other data,
information relating to subsidiaries, parents, sister concerns, details about the personnel including
their contact details and their skill sets, trade secrets, discoveries, ideas, concepts, know-how, all
strategic and development ideas, concepts and plans, techniques, designs, specifications, drawings,
diagrams, computer programs, business activities and operations, customer lists, reports, studies and
other technical and business information, as well as the existence or progress of the relationship of
the Parties and this Agreement, oral or in written form using any mode of communication.

4.2 The Confidential Information shall not include information:

i. Which is in the public domain at the time of disclosure;

ii. Which comes into the public domain other than as a result of a wrongful act or omission on the part
of the Receiving Party or its agent, representatives or employee(s);
iii. Which is disclosed to the Receiving Party by a third party, other than in the course of conduct of
verification and in circumstances which do not involve a breach of any obligation of confidentiality
owed to the other Party; or
iv. Which is independently developed by the Receiving Party without any use or benefit from the
Confidential Information;

4.3 In addition, the Receiving Party may disclose Confidential Information as required to comply with
binding orders of governmental entities that have jurisdiction over it; provided that the Receiving
Party (a) gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a
protective order or other appropriate remedy, (b) discloses only such Confidential Information as is
required by the governmental entity, and (c) uses commercially reasonable efforts to obtain
confidential treatment for any Confidential Information so disclosed.

4.4 EBEX can use or disclose Confidential Information as required to discharge its obligation under this
Agreement and/or to comply with information requirements of employers, governmental entities,
colleges and universities.

4.5 Notwithstanding the foregoing, EBEX may use the information for statistical analysis, or if EEBX is
otherwise required or permitted by law to maintain copies of the information.

_____________________ _____________________
Essel Business Excellence Services Limited Haldiram Snacks Pvt. Ltd.

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4.6 Haldirams certifies that it shall hold the Reports issued by EBEX in strict confidence and shall not
disclose the information contained therein to any other party who are not involved in its employment
/ empanelment decision.

The terms of this clause shall survive in perpetuity.

6. Disclaimer of Warranties

Except as expressly provided under this Agreement, EBEX, its affiliates and subcontractors make no
and disclaim any and all warranties and representations with respect to the Services provided
pursuant to this Agreement, whether such warranties and representations are express or implied in
fact or by operation of law or otherwise, contained in or derived from this Agreement or any other
documents referenced in this Agreement, or any other materials or communications whether oral or
written, including without limitation implied warranties of merchantability and fitness for a particular
purpose and implied warranties arising from the course of dealing or a course of performance with
respect to the accuracy, validity, or completeness of any service or report. Furthermore, EBEX and its
affiliates expressly disclaim that the Services will meet Haldirams needs, or that Services will be
provided on an uninterrupted basis, and EBEX and its affiliates expressly disclaims all such
representations and warranties.

However, EBEX shall use commercially sound standards and practices and shall ensure reasonable
procedures to perform services under this Agreement.

6. Indemnity

Parties shall indemnify, defend and hold harmless the other and its affiliates from and against any and
all claims, suits, proceedings, damages, costs, expenses (including, without limitation, reasonable
attorneys’ fees and court costs) brought against, or suffered by, any third party arising or resulting
from, or otherwise in connection with Haldirams’s: i) use of the reports and/or Services, as applicable,
ii) breach of any of its representations, warranties, or agreements as stated herein, iii) negligence or
willful misconduct.

7. Termination

7.1 Notwithstanding anything contained herein, either party may, by giving thirty (30) days’ notice in
writing to the other party, terminate this Agreement if the other party fails to perform the obligations
under this Agreement or breaches all or any of the terms of this Agreement:

i. if capable of being remedied, is not remedied within thirty (30) days of receiving written notice
by the other party specifying that the notifying party has the right to terminate under this
Clause if the breach is not remedied; or
ii. if either party goes into liquidation or has a receiver, administrator, statutory manager or
similar officer appointed in respect of it (other than solely for the purpose of amalgamation or
solvent reconstruction);
iii. if an order has been made, resolution passed or other step taken against it by any person
(other than a frivolous or vexatious step which is contested in good faith by appropriate

_____________________ _____________________
Essel Business Excellence Services Limited Haldiram Snacks Pvt. Ltd.

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proceedings) for its dissolution; ceases to carry on its business or threatens to cease trading in
a normal manner;
iv. is subject to a Force Majeure event that continues for more than thirty (30) Working Days
Expiry, termination or cancellation of this Agreement shall not relieve the parties of their obligations
due at the time of such expiry, termination or cancellation, nor shall such expiry, termination or
cancellation prejudice any claim of either party accrued, or to accrue, on account of any default or
breach by the other except to the extent permitted by law.

8. Governing law

8.1 Parties shall attempt to resolve all disputes or differences of any kind whatsoever arising out of or in
connection with or incidental to this Agreement, by mutual discussion. However, any unresolved
dispute shall be referred to Arbitration by a sole Arbitrator, under the Rules of Arbitration and
Conciliation, 1996. The Arbitration proceedings shall be in English and shall be conducted in New Delhi.

8.2 The terms and provisions of this Agreement and any disputes or claims relating to this Agreement shall
be governed by, interpreted and construed in accordance with the laws of India. Notwithstanding the
aforementioned, the courts situated in New Delhi shall have exclusive jurisdiction over the matters
hereof.

9. Miscellaneous

9.1 Entire Agreement

This Agreement embodies the entire understanding of the parties hereto; it supersedes all
negotiations and all prior agreements, written or verbal, and it may not be modified except in writing,
signed by both parties. In case of any inconsistency / difference in the terms of this Agreement with
any other document, unless otherwise specifically provided for in the other document, the terms of
this Agreement will prevail. This Agreement, related Schedule(s) and the exhibits attached hereto and
thereto constitute the final, entire, and exclusive agreement between the parties with respect to the
subject matter contained herein.

9.2 Severability

If any provision of this Agreement is found by any court or administrative body of competent
jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the
other provisions of this Agreement which shall remain in full force and effect. The Parties agree to
attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which
achieves to the greatest extent possible the same effect as would have been achieved by the invalid
or unenforceable provision.

9.3 Relationship

The relationship between Haldirams and EBEX is on a principal-to-principal basis that of customer and
service provider. EBEX is acting for its own account at this sole costs and expense and is in no way the
legal representative, partner of Haldirams for any reason whatsoever.

_____________________ _____________________
Essel Business Excellence Services Limited Haldiram Snacks Pvt. Ltd.

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9.4 Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following the termination
of this Agreement, neither Party shall directly or indirectly solicit, hire or entice away employees of
the other Party, without prior written consent of the other Party relating to personnel involved in
performing obligations or Services under this Agreement.

9.5 Compliance with Laws

Parties shall comply with all applicable laws and regulations as they relate to its performance of
Services under this Agreement. This Agreement shall be governed, interpreted by and construed in
accordance with the substantive laws of India.

9.6 Waiver

The failure of either Party to enforce or to exercise at any time or for any period any term of or any
right pursuant to this Agreement shall not be construed as a waiver of any such term or right and shall
in no way affect that party’s right later to enforce or exercise it.

9.7 Force Majeure

If any Party fails to perform its obligations under this Agreement because of acts of God,),
governmental restrictions/regulations/controls, judicial orders, civil commotion, telecommunications
failure (including, without limitation, Internet failures), fires or other casualty or causes beyond the
reasonable control of the party obligated to perform, then that Party’s performance shall be excused
provided that such Party notifies the other Party as soon as practicable of the existence of such
condition and uses its best efforts to resume performance in an expeditious manner.

9.8 Stamp Duty and Incidental Expenses

The Parties herein expressly agree that amount of stamp duty charges if any payable in respect of this
Agreement shall be borne and payable by EBEX.

9.9 Legal Cost

Each Party shall bear the costs of their respective Advocates and Solicitors.

IN WITNESS WHEREOF the Parties hereto have set their hands to this Agreement on this day, month and year
written hereinabove.

_____________________ _____________________
Essel Business Excellence Services Limited Haldiram Snacks Pvt. Ltd.

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ANNEXURE A
Scope of Work and Services

EBEX shall perform and provide the following recruitment services to Client:

1) Identifying Suitable Candidates for the vacancy as informed by Client

Sourcing of Candidates shall be done using various methods using the different approaches to ensure
the widest possible applications/responses.

2) Screening
All written, electronic and telephonic approaches are adopted and used by EBEX, including the
communication with all candidates during the process including but not limited to Face-to-
Face/Skype/Video Conference.

3) Scheduling Interviews of finalised candidates with Client

EBEX shall assist Client by coordinating and informing the shortlisted candidates of the interview
schedules.

4) Selection
At all times the final decision on the Candidate Selection lies with Client, however, upon confirmation
from you regarding the shortlisted candidates from Client, EBEX shall notify all such candidates of the
interview results, and conduct reference checks, if so requested.

5) Hiring
EBEX shall assist to provide services until the candidate is successfully on-boarded.

GUARANTEE

EBEX shall use commercially sound standards and practices to provide to CLIENT the services as per
the terms and conditions under this Agreement.

However, EBEX recognizes that during the Term of this Agreement, there might be circumstances
beyond the control of client, where an appointment is required to be terminated. In case, a successful
candidate leaves the employment with client within Three (3) months of the appointment date, EBEX
shall repeat the recruitment process with no other charges other than additional advertising and out
of pocket expenses incurred, if any.

The aforesaid shall however, only apply provided that: -

a) The termination of the appointment is due to another reason than redundancy, an essential
modification to the initially foreseen job, relocation or a case of ‘Force Majeure’;
b) The termination of the appointment is not due to a professional misconduct from Client;
c) The termination of the employment is not due to a major difference between the description
of the job issued by Client to the candidate before the starting date of the appointment, and
the actual content of the job as filled by the hired candidate;
d) All fees and expenses due by Client to EBEX have been paid in full;

_____________________ _____________________
Essel Business Excellence Services Limited Haldiram Snacks Pvt. Ltd.

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e) Client has given formal written notification to EBEX of the employee leaving the job position
and of the reason thereto within seven (7) days after the actual termination of the
appointment;
f) Client commits to immediately notify EBEX of the potential hiring, through another source
than EBEX, of a replacement for the employee who has left. In such a case, EBEX’s guarantee
clause will be declared void.

Equal Opportunities

EBEX is committed to promoting equal opportunity to all candidates regardless of caste,

creed, gender, disability or marital status. EBEX support and adheres to the relevant legal and statutory
guidelines. EBEX reserves its rights to not accept of comply with instructions from Client, in case they are
in contravention with any applicable regulation or guideline.

_____________________ _____________________
Essel Business Excellence Services Limited Haldiram Snacks Pvt. Ltd.

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SCHEDULE II
(Payment Schedule)

1. Client shall pay to EBEX a Service Fee per position closure (“Service Fees”) in the manner specified
below:-

ACTC*/ Level of Candidate Commercials

ACTC upto 20 lacs 8.33% of ACTC

ACTC between 20 lacs to 50 lacs 12.5% of ACTC

ACTC above 50 lacs 15.5% of ACTC

The aforesaid Service Fees, is exclusive of applicable taxes.

EBEX will raise an invoice for the service fees as per the pricing table above, on the date of joining of
the selected candidates.

Client hereby agrees to clear payments of the invoices within Thirty (30) calendar days of receipt of
invoice from EBEX. In case, of any failure of payment by Client, EBEX reserves its rights to suspend
services until such payment is made.

All payments due to EBEX under this agreement will be payable through cheques and electronic
transfer to EBEX in the relevant bank details of EBEX, as informed at the time of execution of this
Agreement.

_____________________ _____________________
Essel Business Excellence Services Limited Haldiram Snacks Pvt. Ltd.

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