To: Harindra Varma Alluri

Date: 01-12-2023

Dear Harindra Varma Alluri

We at Wakefit Innovations Pvt. Ltd. (hereinafter the “Company”), are pleased to

offer you the position “Operations Manager- SCM” on a full-time basis, effective
from 14-12-2023 (hereinafter referred to as “Employment”). This offer is
contingent upon the successful completion of all background verification and
reference checks.

Terms and Conditions of your offered employment with us shall be:

1. Salary

Your salary on the cost to company (CTC) basis is Rs 13,50,000. The details and
breakup of the CTC are enclosed in Annexure A. Please note that you are not
allowed to disclose your CTC to anyone within the Company and it is necessary
to always keep the salary information confidential. You shall be entitled to social
security benefits as applicable and provided under the relevant laws at such rate
has been prescribed by such laws.

2. Place of Work

Initially, you shall be designated to and working out of the

factory/warehouse/office/retail outlet of the company at Bangalore, but will
serve the Company or any of its affiliates, subsidiaries or associate companies in
any location within or outside India. You will automatically be governed by the
policies and service conditions and laws applicable to such location as you may
be designated to.

3. Probation Period

The offer of employment is of permanent nature, subject to the terms and

conditions contained herein. Further, the foregoing is subject to a probation
period of 3 months starting from your date of joining. You are required to
conform to the company's specific performance standards during the
Employment period as well as the probation period. The performance standards
will relate to the duties and as well as the reasonable and prudent expectations
for conduct and suitability to the workplace. Where, at any stage of the probation
period, if your performance, conduct and/or suitability does not meet the
performance standards, the company can terminate this relationship of
employment with a written notice of 15 Day(s) days. Upon completion of the
probation period, employees are implicitly converted into full time employees
and all the terms of this offer letter continue to hold as full time employees.

4. Working Hours
 You will be required to adhere to the working hours of the company as
applicable to the location, and /or/ make yourself available as may be required
by the company on performance deliverables.

5. Conditions on Employment

Your position is a full-time employment with us and you shall devote yourself
exclusively to the business of the company. You shall not be allowed to engage
with any other company, organisation or institution for remuneration, salary,
fees or otherwise compensated, during the term of your Employment with the
Company. You will strictly adhere to the following conditions:

i. That you shall not perform any freelancing or consulting work during your
employment with us from or outside Wakefit Innovations Pvt. Ltd. premises,
whereby you may earn or receive, directly or indirectly, money or profit, from
any vendors / company / service provider of the company / supplier / any
external agencies.

ii. That you shall not provide services similar to those provided by you to the
company (including as an independent Contractor, Employee, Consultant,
Principal Employer, Joint Venture, Director, Partner, Trustee, Beneficiary)
directly or indirectly for any person or entity.

However, any work you render to a charitable institution, not done for
remuneration, can be carried on with the prior approval of Directors.

6. Increment and Promotions

Your performance and contribution to the company will be an important

consideration for salary increments and promotions. Salary increment and
promotion will be based on the company’s compensation and promotion policy
as applicable and notified from time to time. The decision of the Company in this
regard shall be final.

7. Confidentiality & Non-Disclosure & Intellectual Property Rights

i. You shall not disclose to any unauthorized person, either during or after your
Employment with the Company, to any person, any confidential information
about the interest or business of the Company or any affiliated companies. You
shall not communicate to any public papers, newspapers, media, journals,
pamphlets or leaflets, or cause to be disclosed at any time, any information or
documents, official or otherwise relating to the Company except with the prior
written consent of the CEO of the Company.

ii. Any invention, development, process, adaptation or improvement in procedure

or other matters or work including any artistic, literary or other work which can
be the subject matter of copyright whatsoever, made, developed or discovered
by the employee either alone or jointly with any other person or persons while in
the employment of the Company, in connection with or in any way affecting or
relating to the business of the Company or capable of being used or adapted for
 use therein or in connection therewith shall forthwith be disclosed to the
Company and shall belong to and be the absolute property of the Company.

iii. You will not during your employment with the Company or at any time
thereafter, divulge or make known any crucial information in any way
whatsoever relating to the Company or its business or of its customer and / or
any other information, secret processes of data and material, which may come to
your knowledge during the course of your employment. You will always
maintain strict secrecy regarding any company information or any other
information gained or acquired or imparted to you in the course of your
employment.

iv. You hereby confirm that you have disclosed, fully to the Company, all of your
business, interests whether or not they are similar to or in conflict with the
business (eg) or activities of the Company and all circumstances in respect of
which there is or there might be, a conflict of interest between the Company and
you or any immediate relative or associate. You agree to disclose, fully to the
Company, any such interest or circumstances that may arise during your
employment immediately upon such interest or circumstances arriving.

v. Upon separating your employment with the Company, you shall forthwith return
to the Company all the assets and property of the Company (including any leased
properties), documents, files, books, papers, memos or any other property of the
Company in your possession or under your control.

8. Separation & Notice Period

i. Either the company or you, may, terminate the employment this agreement for
grounds mentioned herein, by giving a written notice of 60 Day(s) or in lieu
thereof and with approval from the management, pay a sum equal amount or
pro-rated amount of the salary which would be accrued to you during the period
or remaining period of notice. Notwithstanding the above, the company may at
its discretion relieve you from such date as it deems for even before the expiry of
your notice period.

ii. On termination of this contract, you will immediately give up to the company
before you are relieved, all correspondence, specifications, formulae, books,
documents, assets including phone, laptop, bags, equipment etc. which belong to
the company and you shall not make or retain any copies of these items and
continue to be bound by the terms of agreement with respect to such items until
you return the same to the Company.

9. Termination Grounds

The company has the right to terminate your employment without notice if:

i. there's a breach of any of your duties and responsibilities under your

employment agreement
ii. you exhibit misconduct that contravenes the express of implied condition of your
employment

iii. you are charged with any criminal offence which is prejudicial to the interest of
the company

iv. your performance is not found satisfactory.

10. Professional responsibility

i. Code of Conduct – If at any time in our opinion, which is final in this matter, you
are found guilty of dishonesty, disobedience, disorderly conduct, absent from
duty without permission or any conduct considered by us detrimental to the
interest of the company and found so upon enquiry, your employment will be
terminated without any notice and you will not be eligible for notice pay.

ii. Background Verification – Your employment is subject to background

verification in line with the company’s policy. Company may engage a third party
for conducting such verification and you shall cooperate fully with such third
party for said verification and provide all necessary details for that purpose. If
the background check reveals false claims, you will be liable to disciplinary
actions including termination of service without notice.

You are required to comply with the company’s policies, which shall be notified
to you at the time of joining.

11. Non-Compete Clause

You shall not at any time during the term of your employment or during the
restraint period (i.e., for a period of one year after the cessation of your
employment with the company) for any reason whatsoever.

i. by yourself / spouse/ relative or agent, commence, operate, or carry on in any

manner whatsoever any business / trade / franchise / employment exactly or
same to that of Wakefit Innovations Pvt. Ltd.

ii. solicit canvas, interfere with or endure to entice any employment, client or
customer of the company, who at any time during your employment, were or
continue to be employees, client or customer of Wakefit Innovations Pvt. Ltd.

For the purpose of this contingent non-compete, competition also is defined as

soliciting or accepting employment by, or rendering professional service to, any
person or organization that is or was a client of Wakefit Innovations Pvt. Ltd.,
during the term of your working in Wakefit.

12. Miscellaneous
You will keep us informed of any changes of your residential address or civil or
marital status. This offer will serve as your employment agreement from your
date of joining.

Thank you for participating in our selection process.

We sincerely wish you a rich and rewarding career at Wakefit Innovations Pvt.
Ltd.

SALARY COMPUTATION

Components Per Annum Per Month

Fixed

Basic 6,07,500 50,625

Hra 3,03,750 25,313

Special Allowance 2,67,150 22,262

Fixed Gross Remuneration 11,78,400 98,200

Others

Provident Fund 21,600 1,800

Mediclaim Insurance 15,000 1,250

Total 36,600 3,050

Fixed CTC 12,15,000 1,01,250

Variable Pay

Variable Payment 1,35,000 11,250

Cost to Company

Total CTC 13,50,000 1,12,500

 All components and bonuses are subject to applicable taxes and deductions.
 Gratuity applicable as per Gratuity act

 Variable pay is paid out in 4 equal installments and is subject to performance

and targets achieved.

Chaitanya Ramalingegowda
Director
I hereby agree to accept the terms and conditions of the employment of Wakefit
Innovations Pvt.
Name of the Employee: Harindra Varma Alluri
Signature and Date: