OMNIBUS COUNTER GUARANTEE

THIS DEED OF GUARANTEE executed on this August 10, 2022 by M/s. Distinct Technoconcept Pvt
Ltd, a company within the meaning of the Companies Act, 1956 (1 of 1956) and having its Registered
Office at Office No 1 Chandrama Building 1st Floor Above Saraswat Co-op Bank, Sai Section,
Ambernath, 421501 (hereinafter referred to as “the Company”, which expression shall unless repugnant
to the context or meaning thereof be deemed to include its successors and permitted assigns) in favour of
IDBI Bank Limited, a banking company within the meaning of the Banking Regulation Act, 1949 and a
Company incorporated under the Companies’ Act, 1956, having its Registered Office at IDBI Tower,
WTC Complex, Cuffe Parade, Mumbai 400 005 and a Branch at Trade Finance Centre, Dosti Pinnacle,
Ground Floor, Plot No. E-7, Road No.22, Wagle Industrial Estate, MIDC, Thane (West) 400604,
(hereinafter referred to as “the Bank” which expression shall, unless repugnant to the context or meaning
thereof be deemed include it successors and assigns)

WHEREAS at the request of the Company, the Bank has agreed to execute guarantees/indemnities from
time to time in favour of various authorities, departments of Central and State Governments, Semi-
Government bodies, local or Public bodies or Authorities, various other persons, companies, corporations
or any other entity whom the Company may specify (hereinafter referred to as “the beneficiaries”), upto a
total outstanding amount of the liability against all such guarantees at any point of time not exceeding
Rs.20,00,000.00 (Rupees Twenty Lakh only) and further subject to the Bank’s right to refuse to issue any
guarantee/indemnity for whatsoever reason, on terms and conditions herein after contained.

In consideration of the Bank having agreed to issue guarantees/indemnities at the request of the Company,
the Company hereby irrevocably and unconditionally agrees and undertakes to indemnify and hold
harmless the Bank against any claim or claims, loss or damage, actions, costs (between attorney and
client), charges and expenses whatsoever which may be brought or made against or sustained or incurred
by the Bank (and whether paid by the Bank or not) or for which the Bank may become liable directly or
indirectly under or in respect of any of the guarantees/indemnities executed or to be executed, or any
subsequent renewal or renewals thereof. The Company further agrees that the Bank may in its sole,
absolute and unqualified discretion and without reference to the Company, and without the Bank being
required to ascertain whether or not there was any breach on the part of the Company of the arrangement(s)
or contracts executed in favor of various beneficiaries from time to time, and without the Bank required to
go into the validity or otherwise of the demand for payment made against the Bank and notwithstanding
any direction to the contrary given by the Company and/or any other person on the ground of a dispute as
to the liability of the Company or otherwise admit or compromise and pay or submit to arbitration or
dispute or resist any claim or demand made against the Bank under or in respect of the guarantee(s)
executed form time to time and subsequent renewal or renewals thereof, make any payment upon a demand
under any of the guarantees/indemnities given by it.

1. The Company declares that this counter guarantee of the Company is available to the Bank in
respect of any action or payment, which the Bank may take or make.

2. The Company agrees and undertakes to pay to the Bank forthwith, on a demand in writing at
Trade Finance Centre, Dosti Pinnacle, Ground Floor, Plot No. E-7, Road No.22, Wagle Industrial
Estate, MIDC, Thane (West) 400604without any protest or demur, and unconditionally and
unequivocally all such monies as are mentioned in the notice(s) of demand, which the Company is
liable to pay under this counter guarantee.

3. The Company also declares that in the event of a default by the Company in repaying such
amounts, the Bank may proceed against, and recover from, any of the properties (movable or
immovable) of the Company, including any credit balance with the Bank at any of its branches
and any security held by the Bank on account of the Company, by sale or otherwise and allocate
and apply the net proceeds of sale and realization thereof and any other monies in the hands of the
Bank standing to the credit of or belonging to the Company on any account whatsoever

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 independently of the one or the other in such order and in such manner as the Bank may think fit
in or towards payment of any amount payable by the Company to the Bank hereunder.
4. The Company also agrees and undertakes to forthwith, on any demand made by the Bank, to
deposit with the Bank such sum or security, or further sum or security as the Bank may from time
to time specify as security for the fulfilment of the obligations of the Company hereunder. The
Company agrees and understands that any security so deposited with the Bank may be sold by the
Bank after giving the Company reasonable notice of sale and the said sum or proceeds of the sale
of security may be appropriated by the Bank in or towards satisfaction of the said obligations and
any liability arising out of non-fulfilment thereof by the Company.

5. The Company, further, declares that if at any time and from time to time hereafter, at the request
of the Company the Bank enhances the amount of the guarantee(s) issued or amends any terms
thereof [including extension of the validity period of the guarantee(s)], then, this indemnity of the
Company shall cover and be deemed to cover the entire amount of enhanced guarantee issued by
the Bank and any other amendments effected thereto and the Company’s liability will be for the
entire amount so enhanced and/or amended at their request.

6. The Company agrees to pay the Bank guarantee commission at 0.75% per annum or such revised
rate as the Bank may stipulate from time to time and such commissions shall be paid by the
Company at the time of issue of the guarantee and/or issue of extensions/amendments.

7. The Company further agrees to pay to the Bank interest at the rate of BBR + 4.00% per annum or
at such other rate of interest as may be decided by the Bank from time to time on the sum
mentioned in the notice(s) of demand made by the Bank from the date of effecting payment by the
Bank to be beneficiary till the payment made by the Company to the Bank.

8. If for any reason the Bank is prevented by any action initiated by the Company from making
payment to the beneficiary of the guarantee amount, the Company shall be liable to pay guarantee
commission to the Bank for the period for which it delays by such action, the payment or
discharge of the guarantees apart from the other amounts payable to the Bank.

9. The Company agrees that all foreign exchange risk if any, pertaining to the guarantee(s) executed
by the Bank shall be the Company’s liability and that the Company shall indemnify the Bank
against all such risks.

10. The Company agrees that any notice by way of demand or otherwise hereunder may be given by
the Bank to the Company by sending the same by post, addressed to the Company at its registered
office, and the notice shall be deemed to have been given at the time when it would be delivered
in the ordinary course of post and it will be sufficient in order to prove service of any such notice
to prove that the envelope containing the same was posted and a certificate signed by the Branch
Manager of the Bank that the envelope was posted shall constitute such proof.

11. The Company further agrees that the Bank shall be at liberty to debit current/cash credit account
maintained by the Company at any of the branches of the Bank with the amount paid under any
guarantee or guarantees together with interest and other expenses incurred by the Bank.

12. The Company agrees that this Guarantee shall be irrevocable and shall be binding on the
Company and also its estates, successors and permitted assigns and shall remain in full force and
effect as long as the Bank is not discharged from its obligations under the guarantees/ indemnities
and the said guarantees/indemnities received back from the beneficiary duly discharged.

IN WITNESS WHEREOF the Borrower has caused its Seal to be affixed hereto and to a duplicate hereof
on the day, month and year first hereinabove written:

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SIGNED AND DELIVERED BY the within named Lender by the hand of

1. Mr. Deoram Gagare

THE COMMON SEAL OF THE COMPANY IS HEREUNTO AFFIXED PURSUANT TO

COMMON SEAL

AUTHORISED SIGNATORIES

1. NAME : ________________________
DESIGNATION : ________________________
ADDRESS : ________________________
________________________
________________________

2. NAME : ________________________
DESIGNATION : ________________________
ADDRESS : ________________________
________________________
________________________

3. NAME : ________________________
DESIGNATION : ________________________
ADDRESS : ________________________
________________________
________________________