M – 118, Connaught Circus,

B R MAHESWARI & CO LLP New Delhi – 110001

CHARTERED ACCOUNTANTS Phone: +91 (11) 4340 2222
Email: brmc@brmco.com

Strictly Private & Confidential

2nd October 2023

Hero Electric Vehicles Pvt Ltd

57, Udyog Vihar IV,
Sector 18, Gurugram – 122015,
Haryana, India

Kind Attention: Mr. Sohinder Gill, CEO – Global Business

Subject: Offer for virtual CFO and strategic advisory services

Dear Sir,

We refer to our ongoing discussions regarding virtual part time Chief Financial Officer
(’vCFO’) services and strategic advisory services required by Hero Electric Vehicles Pvt Ltd
(‘Hero’ or the ‘Company’) to fill in a temporary vacancy caused by high level exits in the
Company’s finance and accounting department.

In connection with the above, B R Maheswari & Co LLP (“BRM”) proposes to provide virtual
CFO and strategic advisory services (‘Services’) to the Company (the ‘Engagement’) as per
terms and conditions laid out in this letter (‘Engagement Letter’).

For the purposes of this Engagement Letter:

“Engagement” shall mean the engagement of BRM for providing vCFO services to the
Company pursuant to and in accordance with this Engagement Letter and for the period
specified herein.

“Hero” or the “Company” shall mean and include Hero Electric Vehicles Pvt Ltd itself and
including where applicable, all or any of its promoter’s group/ associate /subsidiary /affiliate
companies or special purpose entities, where Hero and/ or its promoters have an interest,
shareholding or control.

For the purposes of the Transaction, Hero Electric Vehicles Pvt Ltd shall be considered to be the
principal beneficiary and hence all responsibility for performance of the terms, conditions and
obligations hereof and payment of fees and expenses, shall be to the account of Hero Electric
Vehicles Pvt Ltd.

1. BACKGROUND

Part of the Hero Eco group led by Mr Vijay Munjal, Hero Electric Vehicles Pvt Ltd is India’s
first and largest manufacturer of electric two-wheeler vehicles.

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The Company is undergoing strategic changes, and it is looking for assistance from external
experts to help build a flexible and dynamic financial business model, as well as investor
presentations that can be utilized in several fund-raising initiatives that the Company is
undergoing / may undergo in the future.

2. SCOPE OF SERVICES

The nominated vCFO from BRM will report directly to the CEO and the Managing Director.
The strategic advisory team will report to the senior management in the finance team.

Scope of services will include:

• Virtual CFO:
 Overall supervision to the Financial and Accounting department of the
Company
 Overall charge of the funding raising/ strategic investment options that the
Company is exploring. This would include leading ongoing and future
discussions with prospective investors and partners
 Supervision of the financial reporting and internal control systems
 Cash flow management – managing creditors and ensuring sufficient cash
flows are maintained for the smooth functioning of the Company as well as
future growth
 Maintaining banking and other financial investor relationships
 Any other points that are considered critical by the CEO / Managing Director
in the evolution of the Company and its market
• Strategic advisory:
 Assistance with making / updating business model, information memorandum
and other similar material for any meetings with financial or strategic
investors.
 Advise with respect to terms of any LOI / Term Sheet etc received from
prospective investors

Out of scope:
• Day to day accounting and management reporting will be carried out by the existing in
house FP&A team.

3. PERIOD OF ENGAGEMENT

The Engagement will be valid for a period of 1 year, unless terminated earlier by either party,
with a notice period of 2 months. The Engagement will be extendable by mutual consent.

4. OTHER TERMS

The vCFO services will be led by Mr Amit Jain, Associate Partner. Amit will largely work out
of Hero Electric’s offices, or remotely, as needed. We estimate that Amit will dedicate at least
20 hours a week to this Engagement.

Strategic Advisory services will be provided on an as needed basis, with a reasonable time frame
being provided to us to deliver on your ongoing expectations.
5. REMUNERATION STRUCTURE

Our fee for this engagement shall be as follows:

 First 6 months from the date of signing this Engagement Letter – Rs 5 lacs per month
(Rs 4 lacs for vCFO services, and Rs 1 lac for Strategic advisory services)
 6 months – 12 months – Rs 6 lacs per month (Rs 5 lacs for vCFO services, and Rs 1 lcs
for Strategic advisory services)

The above fee is exclusive of taxes and out of pocket expenses. The fee will be payable on a
monthly basis. All fees and out-of-pocket expenses shall be payable within seven days from the
date of the invoice. Payment delayed beyond 30 days will attract interest at the rate of 2% per
month.

6. CONCLUSION

We hope our understanding of the work allocation for the Transaction is in line with Hero’s
requirements. We trust that this Engagement Letter sets forth a mutually acceptable basis for us
to work on Hero’s behalf on the Engagement.

Please sign and return one copy of this Engagement Letter as Hero’s acceptance. Such
acceptance shall confirm that the management of Hero has duly authorized its commitment to
the terms of the Engagement Letter.

Thank you.

Sincerely,

Akshay Maheshwari
Partner

For and on behalf of

Hero Electric Vehicles Pvt Ltd

CEO

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