Professional Engagement Letter

Date :

To
Sarasiya Solar Limited
S-2, Shakti Enclave
B/h Management Enclave
Vastrapur, Ahmedabad- 380015.

Kind Attention: Mr. Piyushkumar, Advisor

Sub: Mandate for Debt Syndication (Term Loan & Working Capital).

This refers to our ongoing discussions with you for providing Debt Syndication services to SARASIYA SOLAR LIMITED,
hereinafter referred to as (“SSL” or “Client to pursue the growth agenda. Piyush J. Shah & Co., Chartered Accountants
(hereinafter referred as “P J Shah”) represented by Mr. Piyush J. Shah , a Chartered Accountant firm engaged in financial
advisory based out of Ahmedabad.

With reference to our discussions, we are summarizing our terms of engagement in this letter.

Scope of work for Debt Syndication:

a) Preparing & compiling business plan along with detailed financial estimates, projections, cost of project and means
of finance.
b) Identifying and initiating dialogue with Banks/ FIs.
c) Time to time interactions, co-ordination, holding meetings and resolving queries of Banks/ FIs.
d) Negotiating and finalizing Term sheet with Bank/ FI.
e) Assisting in legal documentation for final disbursement.
f) Interacting with company’s attorneys, Auditors and relevant intermediaries on need base.

Fee Structure:
 The fee payable for the arrangement of Term loan and Working Capital would be 1% of the total loan amount
sanctioned.
 Further, please note that an amount of Rs. 1, 00, 000/- (Rupees One lac only) would be payable as signing
amount on acceptance of this mandate.

Subject to,

Piyush J. Shah & Co., Chartered Accountants | 1

 After getting the Sanction letter, if SSL decides not to go ahead with the Sanction, SSL will still be required to pay the
arrangement fee of Rs. 1% of the loan amount sanctioned appreciating that we have completed our work at our
end.

Out of Pocket Expenses (OPE)

SSL shall separately reimburse Piyush J. Shah & Co., out of Pocket expenses incurred on providing the services under the
agreement, on production of proper bills, vouchers and also for other miscellaneous expenses. The reimbursable out of
pocket expenses shall be including and not limited to traveling and travel related expenses.

Access
SSL agrees to provide to Piyush J. Shah & Co. all financial and other information requested by it for the purpose of the
Engagement. In performing its services hereunder Piyush J. Shah & Co. shall be entitled to rely upon and assume,
without independent verification, the accuracy and completeness of all information that is publicly available and of all
information that has been furnished/reviewed by SSL.

Piyush J. Shah & Co. shall not be responsible for Authenticity and accuracy of Audited Financial, Income Tax returns and
other certified reports (not certified by Piyush J. Shah & Co.). It shall be responsibility of the client.

SSL agrees to keep Piyush J. Shah & Co. informed of any material developments or proposals in relation to the business
or operations of SSL and its subsidiaries that may have any bearing on the transaction.

Confidentiality
Information provided shall be used exclusively for the purpose of the transaction only.
The terms of confidentiality under this Agreement shall not be construed to limit either Party’s right to independently
develop or acquire business information or details or deal with any clients of the other parties independently without
use of the other Party's Confidential Information.

Amendments
No amendments, modifications or supplement to the Scope of Understanding shall be effective unless reduced to
writing and signed by both parties.

Additional Services
The fees quoted above are based on the requirement of Term Loan and Working Capital facility and understanding of
the current situation as outlined in this Offer Letter. If SSL requires any additional services or if the nature of work
changes, the terms, conditions and compensation for accommodating such addition/ change shall be separately
recorded by way of a supplementary engagement letter.

Indemnification
SSL and its Principals will indemnify Piyush J. Shah & Co. and its affiliates against any claim (including legal expenses)
from a third party arising out of this engagement, other than as a result of own negligence or willful default. This
indemnity shall survive the termination of this Engagement.

Piyush J. Shah & Co., Chartered Accountants | 2

Governing Law
This Letter of Offer shall be governed by, and construed in accordance with, the laws of the Republic of India. In the
event of any dispute, differences and claims arising out of this engagement, the matter shall be settled at Ahmedabad
through arbitration under Arbitration and Conciliation Act, 1996. Subsequent legal action, if any, shall be under the
jurisdiction of courts located at Ahmedabad, India.

Communications:
All communications hereunder shall be in writing in English and shall be mailed, delivered or faxed (a) to the Company,
at Sarasiya Solar Limited, S-2, Shakti Enclave B/h Management Enclave Vastrapur, Ahmedabad-380015. Attention:
Mr……………………..MD of the company and (b) to Piyush J. Shah & Co., at its office at 504, Shikhar Building Near Vadilal
House, Mithakhali Cross Road, Ahmedabad - 380009, Attention: Mr. Piyush J. Shah, Chartered Accountant.

Acceptance of our Offer

We hope our understanding of the work involved in the Transaction is in line with Company’s requirement and this
letter sets forth a mutually acceptable basis for our work on this Engagement.

We shall be thankful to receive duly signed copy of this Engagement letter, indicating the Company’s acceptance of our
offer, Such acceptance shall confirm that the shareholders and the management of Company have duly authorized its
commitment to the terms of this Engagement letter.

You are kindly requested to return copy of this Mandate duly signed along with signing amount of Rs. 1,00,000/- plus
GST@ 18% totaling Rs.1,18,000/-.

Assuring you of our best professional services.

For and on behalf of Accepted for and on behalf of

Piyush J. Shah & Co., Chartered Accountants SARASIYA SOLAR LIMITED and its Promoters

Name: Piyush J. Shah Name: Mr. name of MD

Designation: Partner Designation: Managing Director

Witness: Witness:

Date: Date:

Place: Ahmedabad Place: Ahmedabad

Piyush J. Shah & Co., Chartered Accountants | 3