PARTNERSHIP DEED

THIS INSTRUMENT OF PARTNERSHIP IS ENTERED INTO ON ________________

BY AND BETWEEN:

1. NANDINI DESHPANDE (PAN: AIAPD5644B), D/o Diwakar Dinkar Karwande,

residing at 1, Sarojini Bldg., Golf Links Road, Union Park, Khar West, Mumbai 400052,
hereinafter referred to as the "First Partner";

2. RAVINDRA DESHPANDE (PAN: AAUPD1539P), S/o Shrikrishna Govind Deshpande,

residing at 1, Sarojini Bldg., Golf Links Road, Union Park, Khar West, Mumbai 400052,
hereinafter referred to as the "Second Partner";

3. HEMA PARIKH (PAN: AAQPA3541C), D/o Yogesh Agrawal, residing at 201

Madhuban CHS, 244 St. Andrews Rd., Nr. Learners Academy, Bandra West, Mumbai
400050, hereinafter referred to as the "Third Partner";

Collectively referred to as the "Partners" and individually as "Partner" for the purpose of this
Deed.

WHEREAS:

A. The Partners intend to work together as partners to carry on the business of restaurant/coffee-
shop/café/delivery kitchen/food production under the name of FARM & US FOODS.

B. The Partners desire to enter into this Deed to regulate their relationship and to document the
terms and conditions governing their partnership and other related matters.

C. This Deed sets out the terms and conditions that govern the relationship between the Partners,
and the Partners respectively agree to be bound by the terms of this Deed.

I. DEFINITIONS

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In this Deed, the following definitions apply:

1. "Deed" means this agreement.

2. "Annual Report" refers to the annual report of the Firm for a particular financial year,
created in accordance with the "Firm's Annual Report" clause of this Deed.
3. "Capital Account" refers to an individual capital account into which each Partner’s Initial
Capital Contribution, and any additional Capital Contributions made by that Partner, are
credited.
4. "Capital Contribution" refers to the initial contribution of capital, whether in cash,
property, goods, or services, that each Partner respectively provides to the Firm.
5. "Dissolution Distribution" means the manner in which any assets or liabilities of the Firm
are distributed between the Partners upon dissolution of the Firm, as specified in the
Dissolution clause of this Deed.
6. "Firm" refers to the partnership created under this Deed.
7. "Partner" refers individually to each of the partners named in this Deed.
8. "Partners" refers to two or more partners named in this Deed.
9. "Profit and Loss Distribution" means the method by which profits and losses of the Firm
are distributed between the Partners, as described in the "Profit and Loss" clause of this
Deed.

II. NAME OF PARTNERSHIP

The name of this Partnership Firm shall be FARM & US FOODS ; hereinafter referred to as the
"Firm" for the purpose of this Agreement.

III. PURPOSE OF PARTNERSHIP

This Firm is established for setting up a restaurant/coffee-shop/café/delivery kitchen/food

production under the name of FARM & US FOODS at Mumbai, Maharashtra by the Partners.
The Firm may also carry out such other lawful business in extension of this Venture as
determined by the Partners from time to time. The Firm shall have the power, in fulfilling the
objectives set forth in this Clause, to conduct any business or take any action which is lawful and
not prohibited under the Indian Partnership Act, 1932.

IV. PRINCIPAL PLACE OF PARTNERSHIP

The Firm shall operate from such location(s) as the Partners determine from time to time.

V. COMMENCEMENT DATE AND TERM OF PARTNERSHIP

a) The Firm will commence on 8th July 2024.

b) The Firm will continue unless terminated by law or in accordance with this Deed.

VI. CAPITAL CONTRIBUTIONS

Each of the Partners has contributed to the Capital of the Firm in cash, property, goods, or
services as follows:

Name of Partner Amount Ratio

(i) NANDINI DESHPANDE INR 7,50,000/- 25%
(Rupees Seven lacs fifty thousand only)
(ii) RAVINDRA DESHPANDE INR 7,50,000/- 25%
(Rupees Seven lacs fifty thousand only)
(iii) HEMA PARIKH INR 15,00,000/- 50%
(Rupees Fifteen lacs only)
Total 100%

No Partner will be entitled to any loan interest or other borrowing charge on any capital which
the Partner contributes to the Firm.

VII. CAPITAL WITHDRAWALS

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Capital may only be withdrawn from the Firm:
a) In accordance with this Deed;
b) If all Partners provide their express consent to such withdrawals;
c) As otherwise required by law.

VIII. ADDITIONAL CAPITAL

a) Capital contributions may be amended from time to time according to the requirements of
the Firm, provided that the interest of the Partners is not affected, except with the
unanimous consent of all the Partners. Whenever additional capital is determined to be
required, the same shall be provided by all the Partners pursuant to mutual agreement and
on mutually agreed terms.
b) Any advance of money to the Firm by any Partner in excess of the amounts provided for
or subsequently agreed to as additional capital contribution will be deemed a debt owed
by the Firm and not an increase in the capital contribution of the Partner. This liability
will be repaid with interest at rates and times as determined by a majority of the Partners
within the limits of what is required or permitted under applicable laws. This liability will
not entitle the lending Partner to any increased share of the Firm’s profit or to greater
voting power. Such debts may have preference or priority over any other payments to
Partners as determined by a majority of the Partners. The interest so paid or payable shall
be treated as a common item of business expenditure of the Firm while dividing net
profits and losses among the Partners.

IX. FINANCIAL DECISIONS

Decisions regarding the distributions of profits, allocation of losses, the requirement for
additional capital contributions, and all other financial matters will be decided by the unanimous
vote of the Partners.

X. INTEREST AND AUTHORITY

The Partners' ownership interest in the Firm will be as follows:

(i) NANDINI DESHPANDE - 30% (Thirty percent)

(ii) RAVINDRA DESHPANDE - 30% (Thirty percent)

(iii) HEMA PARIKH - 40% (Forty percent)

Total: 100%

XI. PROFIT AND LOSS

a) Subject to the Provisions of this Deed, the net profits and losses of this Firm, as per the
accounts maintained by the Partners of this Firm and as per profits ascertained after the
deduction of all direct and indirect expenses relating to the business of the Firm, including rent,
salaries, and other establishment expenses as well as interest on loans for both accounting and
tax purposes, will accrue to and will be borne by the Partners in equal shares – 'Profit and Loss
Distribution'. b) The profits and losses shall be accounted by the appointed accounting firm. c)
The profits and losses will be distributed among the Partners using the above profit and loss
distribution method on a yearly basis. d) Each partner will be responsible for their own taxes on
the share in profits received every month.

XII. ACCOUNTING

The Books of Accounts shall be kept in accordance with Indian accepted accounting principles
(GAAP) and will be closed on the 31st day of March each year. The Firm will keep proper books
of account and documents and shall make entries therein of all receipts, payments, and other
matters as is usually done and entered in the books of account kept by persons engaged in
business similar to that of the Firm. Each partner shall have a right to have access to and to
inspect and take a copy of the same. The Books of Accounts shall reflect all the Firm’s

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transactions and will be appropriate and adequate for the business conducted by the Firm. The
net profit or loss after deducting all expenses, interest, remuneration, outgoings shall be divided
between the parties in proportion to the sharing ratio referred to hereinabove.

XIII. BANKING AND PARTNERSHIP FUNDS

The Bank account(s) shall be maintained in the name of the Firm and shall be operated singly or
jointly by the Partner. All withdrawals from these Bank accounts will be made by the duly
authorized agent(s) of the Partners as mutually agreed by them. Firm funds will be held in the
name of the Firm and not be commingled with those of any other person or entity.

XIV. VOTING

In any voting required by the Firm, each Partner shall get one vote carrying equal weight.

XV. MANAGEMENT

Except as the Partners may otherwise agree in writing, all actions and decisions respecting the
management, operation, and control of the Firm and its business will be decided by a unanimous
vote of Partners.

XVI. ADMITTING A NEW PARTNER

A new partner may be admitted to the Firm with a majority vote of the existing Partners. The
new Partner shall be bound by all the covenants, terms, and conditions and any future
amendments made to this Deed. The new Partner shall execute all such documents needed to
effect the admission of the new Partner. Any new Partner will receive such business interest in
the Firm as may be determined by a majority vote of the Partners.

XVII. RETIREMENT OR DEATH

Any Partner may withdraw from the Firm by giving not less than 2 months’ prior written notice
to the other Partners. On the expiry of the notice period, the Partner giving such notice shall
cease to be a Partner of the Firm.

In the event of the retirement or death of a Partner, the outgoing Partner’s shares and capital in
the Firm shall be determined as follows:

a) Partner Nandini Deshpande has chosen the option of handing over her share to her
legal heir in the event of her retirement or death. In such situation, 5% of her shares will
be transferred to Hema Parikh within 12 months of such retirement or death.

b) Partner Ravindra Deshpande has chosen the option of handing over his share to his
legal heir in the event of his retirement or death. In such situation, 5% of his shares will
be transferred to Hema Parikh within 12 months of such retirement or death.

c) Partner Hema Parikh has chosen the option of handing over her share to the remaining
Partners in the event of her retirement or death. The balance outstanding in the capital
account against her name shall be handed over to her nominee within 12 months of such
retirement or death. However, the nominee will have no legal or financial rights in the
Firm.

XVIII. DISSOLUTION

The Firm shall be dissolved on the happening of any of the following events:
a) By mutual consent of all the Partners.
b) Upon the insolvency, retirement, or death of a Partner, if the remaining Partners do not
choose to continue the Firm.
In the event of dissolution of the Firm, the Partners shall forthwith settle all the debts and
liabilities of the Firm and then distribute the balance of the Firm’s property and assets amongst

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the Partners in proportion to their respective shares in the Firm. Any goodwill of the Firm shall
be treated as a part of the assets of the Firm and shall be dealt with accordingly.

XIX. INDEMNIFICATION

Each Partner will be indemnified and held harmless by the Firm from and against any and all
claims of any nature, resulting from any Partner's participation in Firm affairs.

XX. AMENDMENT

No change, amendment, or modification of this Deed shall be valid or binding unless such
change, amendment, or modification is in writing and duly executed by all Partners.

XXI. DISPUTE RESOLUTION

That with respect to any matter connected with the affairs of the Firm, which is not specifically
provided for herein, the Partners may make such agreements / arrangements therefor and may set
in such manner with regard thereto as may be agreed upon by and between themselves.

Any dispute or difference arising between the Partners or their legal representatives or any of
them as to the interpretation, operation, or effect of any clause in this Deed, or any other dispute
or difference arising out of or in relation to this Deed shall be referred to and settled by
arbitration in accordance with the provisions of the Indian Arbitration and Conciliation Act,
1996.

XXII. GOVERNING LAW

This Deed shall be governed by and construed in accordance with the Laws of India.

XXIII. SEVERABILITY

If any provision of this Deed is held to be invalid or unenforceable for any reason, such
invalidity or unenforceability will not affect the remainder of this Deed, which will remain in full
force and effect and be enforced in accordance with its remaining terms.

IN WITNESS WHEREOF, the Partners hereto have set their hands on the day and year
first above written.

SIGNED AND DELIVERED BY:

____________________ _________________________ ________________

NANDINI DESPANDE RAVINDRA DESHPANDE HEMA
PARIKH
First Partner Second Partner Third Partner

IN THE PRESENCE OF:

WITNESSES:

1. _____________________ 2. ____________________
Kiran Deshpande Yogesh Agrawal
Address: