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DEED OF PARTNERSHIP

THIS DEED OF PARTNERSHIP is made at Pune on this 2nd day of January,

2025

BETWEEN

VAIBHAV RAVINDRA GODAMBE, son of Mr. Ravindra Chhntamani

Godambe, having PAN: AKOPG6683P, aged about adult, Residing at Bolck No
44, A/2, Amruta Apartment, Near Datta Temple, Vitthalwadi, Haveli, Hingane
Khurd, Pune, 411051 MH, IN (which expression shall, unless it be repugnant
to the subject or context thereof, include their legal heirs, successors,
nominees and permitted assignees) and hereinafter called the PARTY OF THE
FIRST PART);

And

VARSHA DEEPAK GAWADE, daughter of Mr. Rajaram Deokar, having PAN

BQWPG5738C, aged about adult, Residing at Flat No 4, Pavitra Society, Near
Trishundya Ganpati Somwar Peth, Kasba Peth, Pune City, Pune, 411011 MH,
IN, (which expression shall, unless it be repugnant to the subject or context
thereof, include their legal heirs, successors, nominees and permitted
assignees) and hereinafter called the PARTY OF THE SECOND PART);

RECITALS:

WHEREAS, the parties hereto are desirous of undertaking the business in

India or outside to own, establish, acquire, run, operate, manage, maintain,
develop, promote, administer, advertise Poultry Farms, Cold Storage facilities
and such other ancillary services.

AND WHEREAS, the partnership firm will do any other ancillary business or
any other business in any other manner as may be decided by the Parties
herewith.

AND WHEREAS Parties have shown their desire in joining as partners to

carry out the said business and forming a Partnership Firm in the name and
style of “V V G INDUSTRIES”.

AND WHEREAS, as mutually agreed upon between the Parties they have
decided to reduce into writing the terms and conditions appearing hereafter;

NOW, THEREFORE, THIS PARTNERSHIP AGREEMENT WITNESSETH AS

FOLLOWS:

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 ARTICLE NO. 1

NAME, OBJECTIVES AND FORMATION

I. NAME
The business of the Partnership Firm shall be carried on in the name
and style of “V V G INDUSTRIES”.

II. REGISTERED OFFICE

The Partnership Firm shall have its registered office at Patil Plaza,
FP493, Shop No 15, Mitra Mandal Chowk, Parvati, Pune City, Pune,
411009 Maharashtra, India and/or at such other place as may be
mutually agreed upon.

III. BUSINESS

The nature and purpose of the business to be conducted by “V V G

INDUSTRIES”. To carry on the business of establishing and operating
poultry farms for breeding, hatching, raising, and processing all kinds
of poultry, including but not limited to chickens, ducks, and other fowl,
for the production of meat, eggs, and by-products; to set up and
manage cold storage and refrigeration facilities for the preservation
and storage of poultry products and other perishable and non
perishable goods; to engage in the production and supply of poultry
feed, vaccines, and equipment; to trade, import, export, and distribute
poultry and related products; to provide consultancy, training, and
technical support in poultry farming and cold storage operations; and
to undertake all activities incidental or ancillary to the above to
achieve sustainable and efficient operations.

IV. PLACE OF BUSINESS

The business of the Firm shall be carried out at the premises referred
to in this Agreement.

V. TERM

Partnership Firm as constituted under this Agreement shall be

deemed to be have commenced its business on and from the date
execution of this agreement and shall continue until dissolved and
liquidated as and when mutually decided by the partners.

ARTICLE NO. 2

PARTNERS

I. PARTNERS

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 The Partners, who have subscribed their names to this Agreement or
any such other agreement entered into for the purpose of this
Partnership Firm, shall be the Partners of the firm.

II. RESPONSIBILITY OF LEGAL COMPLIANCE

The Partners shall be responsible for doing of all such acts, matters
and things as are required to be done by the firm in respect of
compliance with the provisions of the any Act including filing of any
document, return, statement and the like report pursuant to the
provisions of the Partnership Act, 1932, or any such other act as
maybe applicable, or as specified in this firm Agreement.

III. GENERAL ROLE

In addition to their specific role and responsibilities under Schedule I,

the Partners shall be responsible for carrying out the provisions and
the purpose(s) of this Agreement.

IV. REMUNERATION

The firm shall pay such remuneration to the Partners as the maximum
amount prescribed from time to time under the Income Tax Act, 1961,
for rendering the Professional services as such.

ARTICLE NO. 3

MANAGEMENT OF THE PARTNERSHIP

I. DAY TO DAY MANAGEMENT

Subject to the provisions of this Agreement, day – to – day operations

of the firm shall be vested with the second partner who shall have the
power on behalf and in the name of “V V G INDUSTRIES” to carry
out any and all of the purposes of the firm in accordance with the
powers delegated to him by the Partners, in the manner prescribed
herein below.

II. DECISION BY MAJORITY

Unless otherwise provided herein or prescribed in the Act, all specific

decisions will be made on a 'simple majority' basis. Reference to
'simple majority' shall be made to in the context of the 'value of
contribution made by the Partners.’

III. MATTERS REQUIRING APPROVAL OF ALL PARTNERS

Subject to the provisions of this Agreement, the following shall be

unanimously decided upon and approved by all the Partners:

(a) Change of name of the firm.

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 (b)Change in business(s) of the firm by way of omitting, adding or
substantially changing any business(s);
(c) Admission of new Partner;
(d)Increase in the capital contribution of the Partners;
(e) Appointment or removal of a Partner;
(f) Purchase of any fixed assets or incurring of any capital expenditure;
(g)Finalizing and signing the annual statement of accounts and
statement of solvency.
(h)Any expenses over and above the amount of Rs.100,000/-
through a single transaction or in totality.

ARTICLE NO. 4

PARTNERS' CONTRIBUTION

I. INITIAL CONTRIBUTION

The firm shall maintain separate capital contribution account for each
Partner. The minimum capital of the Firm shall be Rs. 1,00,000/-
(Rupees One Lakh only) which shall be contributed in the Profit-
Sharing Ration as mentioned under this agreement.

II. WITHDRAWAL OF CONTRIBUTION

Subject to the provisions of this Agreement, no Partner shall have the

right to withdraw from the firm all or any part of his capital
contribution.

III. MODE OF RETURN OF CAPITAL CONTRIBUTION

A Partner, irrespective of the nature of his capital contribution, shall

only have the right to demand and receive cash in return for his capital
contribution. This shall however be subject to the unanimous
agreement of the partners.

IV. INTEREST ON CONTRIBUTION

Interest shall be payable on or with respect to the capital contributions

or capital accounts of partners in accordance with the maximum rate
prescribed time to time under the Income Tax Act, 1961.

V. LIABILITY IN CASE OF DEATH OR DISABILITY OF PARTNER

The interests of Partners in the firm constitute their personal estate. In

the event of the death or legal disability of any Partner, the executor,
trustee or administrator of such Partner shall be bound by the
provisions of this Partnership Agreement.

ARTICLE NO. 5

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 ADMISSION OF PARTNER(S)

I. ADMISSION OF NEW PARTNER

A new Partner may be introduced with the consent of all the Partners
on such terms and conditions as the Partners may agree with the
person to be introduced as a Partner in the firm.

ARTICLE NO. 6

CESSATION OF PARTNERS

I. RESIGNATION / VOLUNTARY WITHDRAWAL

No Partner shall withdraw or resign from the Partnership firm without

the prior consent of other Partners provided such consent is not
unreasonably withheld or delayed. A Partner may tender his intent to
resign as a Partner by giving not less than 30 days' notice in writing.

II. EXPULSION OF PARTNER AND TERMINATION OF HIS PARTNERSHIP

If any Partner –
i. becomes bankrupt or a lunatic or otherwise permanently
incapable of attending to the business of firm; or
ii. commit a material breach (other than a technical / procedural
default) of any of the provisions of this Agreement; or
iii. commits any criminal offence or does or suffers any act which
would be a ground for the dissolution of the firm by the Court /
Tribunal,
it shall be, in such a case, lawful for the other Partners by notice in
writing to the offending or incapacitated Partner or his trustee or
official assignee to expel/terminate such Partner and the other Partners
shall have the option to purchase his share and pay the purchase price
to the offending Partner or his trustee or official assignee.

III. INSOLVENCY OF PARTNER

If a Partner becomes insolvent, the firm will not be dissolved. The

insolvency shall cause automatic vacation of office of such Partner in
the firm. The remaining Partners shall have the option to purchase the
share of such insolvent Partner and the purchase price shall be
calculated in the manner prescribed in Article 11.4 hereof.

IV. OTHER EFFECTS OF CESSATION

The cessation of a Partner from a firm shall not by itself discharge the
Partner from any obligation towards the firm or to the other Partners or
to any other person which he incurred while being a Partner.

ARTICLE NO. 7

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 PROFIT SHARING AND OTHER DISTRIBUTIONS TO THE PARTNERS

I. SALARIES AND DRAWINGS

Each Partner shall be payable a monthly remuneration or salary out of

the profits of the firm, as maybe mutually agreed between the parties.
Each Partner shall be entitled to a monthly drawing towards expenses
incurred / to be incurred for and on behalf of the firm for which he/she
shall submit supporting receipts or vouchers.

II. PROFIT-LOSS SHARING

The net profits/net loss of the firm arrived at after payment of

applicable taxes and providing for payment of remuneration to the
Partners and interest to Partners on the loan given by them shall be
divided in the following proportions:

Sr Partners Name Profit sharing Loss sharing

No. Ration Ration
Vaibhav Ravindra
1 50 % 50 %
Godambe
2 Varsha Deepak Gawade 50 % 50 %
Total 100 100
ARTICLE NO. 8

RIGHTS OF PARTNERS

I. RIGHT TO CONTINUE INDEPENDENT BUSINESS

Each of the Partners of the Partnership Firm shall be entitled to

initiate or carry on an existing, separate and independent business
only if the said business is not similar in nature to and does not
compete with the business of the firm. The said Partner shall not use
the name of the Firm to initiate or carry on such business.

II. RIGHT TO RECOVER DEBT DUE

If any Partner advances any sum of money to the firm over and above
his due contribution to capital, the same shall be a debt due from the
firm to the Partner advancing the same and shall carry simple interest
at the rate of 12% per annum or any other rate as decided by the
Partners.

III. BANK ACCOUNT

The Bank account of the firm shall be operated and all the instruments
shall be signed by both the parties jointly/severally. The parties shall
open a current or any other account, with any bank or banks in the
name of the partnership firm as may be mutually decided by them.

The Firm may obtain loans from Banks, Financial Institutions, and Pat-

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 Sansthas as well as from other parties with the consent of all the
partners or with the resolution of all the partners.

ARTICLE NO. 9

DUTIES OF PARTNERS

I. DUTY TO INDEMNIFY LOSS CAUSED BY FRAUD

The defaulting Partner(s) shall indemnify the firm and the other
existing Partners for any loss caused to it by his fraud / fraudulent
conduct of the business of the firm. In such a case, the partner
involved shall carry unlimited liability, at his own risks.

II. DUTY TO PAY BACK PERSONAL PROFITS EARNED BY PARTNERS

If any Partner of firm derives any profit for himself without the consent
of the firm from any transaction concerning the firm, or from use of the
property or business connection of the firm or the name of the firm, he
shall account for that profit and pay the same to the firm.

III. DUTY NOT TO COMPETE WITH THE BUSINESS OF THE FIRM AND
CONSEQUENCES OF VIOLATION THEREOF

No Partner of this Partnership Firm shall engage in any business that is

similar in nature to and is competing with the business of the firm
During his tenure as a Partner in the firm and further for a period of 1
(One) year after his resignation from the firm. In case of an existing
competing business of any existing Partner(s), the concerned
Partner(s) shall intimate the same to the firm and other Partners of the
firm and shall obtain the consent of all the Partners.

If a Partner, without the consent of the other Partners of the firm,

carries on such business, as mentioned hereinabove, he shall be liable
to account for and pay over to the firm the proportion of profits made
by him/his business entity from such competing business.

IV. CONFIDENTIALITY OF PARTNERSHIP INFORMATION

(a) Disclosure of a Partners' confidential information to any of the

officers, employees, consultants or third party shall be made only if
required and to the extent necessary to carry out rights and
responsibilities under this Agreement, or as required under any law
for the time being in force, or by any statutory authority.
(b)Further, such disclosure shall be limited to the extent consistent
with the rights and responsibilities enumerated under this
Agreement, and shall only be made to persons who are bound to
maintain the confidentiality thereof and not to use such confidential
information except as expressly permitted by this agreement.
(c) Each Partner shall exercise the same standard of prudence and
diligence, but no less than a reasonable standard of prudence, as he

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 exercises to protect its own confidential information to ensure that
the employees, consultants and other representatives of the firm, or
the entity with which such Partner is related, do not disclose or
make any unauthorized use of confidential information of another
Partner. Each Partner shall promptly notify the other Partner of any
unauthorized use or disclosure of confidential information of
another Partner.
(d)Within sixty days following termination or expiration of this
Agreement, each Partner will return to the other Partner, or destroy,
upon the written request of the concerned Partner, all confidential
information disclosed to it by the concerned Partner pursuant to this
Agreement, including all copies and extracts of documents.
Any employee who has access to confidential information of another
Partner is liable to maintain such information in confidence and not
to use such information except as expressly permitted in this
Agreement. Each Partner hereby agrees to enforce confidentiality
obligations by which its employees and consultants are bound.

V. OTHER DUTIES

No Partner shall without the written consent of other Partners:

(a) Engage or except for gross misconduct, dismiss any employee of

the firm.
(b) Employ any money, goods or effects of the Partnership or pledge
the credit thereof except in the ordinary course of business to the
account and for the benefit of the firm.
(c) Enter into any bond or become surety or security with or for any
person or do such act or knowingly cause such act to be done
whereby the property of the firm or any part thereof may be
attached, seized, hypothecated, mortgaged or offered as security
(d) Assign, mortgage or charge any asset or property of the firm.
However, the Partners shall have right to assign/transfer their share
of profits and losses in the firm as well as to receive distributions in
the firm, in full or in part.
(e) Lend money or give credit on behalf of the firm or carry out any
dealings with any persons, company or firm whom the other
Partners have forbidden to trust or deal with.
(f) Compromise or compound or release or discharge (except upon
payment in full) any debt due the firm except upon the consent of
the firm in a meeting.

ARTICLE NO. 10

PARTNERS' RELATIONS, AUTHORITIES, RESTRICTIONS AND

LIMITATION OF LIABILITIES

I. INTER SE RELATION AMONG PARTNERS AND THEIR RELATIONSHIP

WITH THE FIRM

Every Partner shall for the purpose of the business of the firm, be the

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 agent of the firm, but not of other Partners.

II. RESTRICTION ON AUTHORITY

No Partner shall:
(a) have the right or authority to bind or obligate the firm to any extent
whatsoever with regard to any matter outside the scope of the
purpose of the firm;
(b)use the firm name, credit, or property for other than the purposes of
the firm;
(c) do any act detrimental to the interests of the firm or which would
make it impossible to carry on the business or affairs of the firm.

III. PROHIBITED ACTS

Except as otherwise expressly provided in an Agreement:

(d)Partners of the firm and other employees of the firm shall not
compete with the firm in the conduct or winding up of the activities
of the firm.
(e) Partners shall not engage or invest in, independently or with others,
any business activity which is in conflict with the business of the
firm except with the approval of the Partners in a properly and
physically convened meeting. However, the above restriction shall
not apply to cases where the Partner had been carrying on the
business before incorporation of the firm business and had made a
declaration of his interest in such business to the firm at the time of
being admitted as a Partner thereto.

IV. EXTENT OF PARTNER’S LIABILITY

The liability of the Partners shall be limited as set forth in this

Agreement. Partners shall not be obliged to restore by way of capital
contribution or otherwise any deficits in its capital account or the
capital account of any other Partner, if such deficits occur.

V. PROTECTION TO PARTNERS BY FIRM

The firm shall indemnify and defend its Partners and other officers
from and against any and all liability in connection with claims, actions
and proceedings, regardless of the outcome, judgment, loss or
settlement thereof, whether civil or criminal, arising out of or resulting
from their respective performances as Partners and officers of the firm,
except for the gross negligence or willful misconduct of the Partner or
the officer(s) seeking indemnification.

ARTICLE NO. 11

CONSEQUENCES OF BREACH OF COVENANTS

I. DEFAULT IN PERFORMANCE OF OBLIGATIONS BY PARTNERS

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 If a Partner materially defaults in the performance of his obligations
under this Agreement, and such default is not cured within 15 days
after notice of such default is given by the firm or a Partner to the
defaulting Partner for a default that can be cured by the payment of
money, or within 15 days after notice of such default is given by a
Partner to the defaulting Partner, then the non-defaulting Partners shall
have the rights and remedies described in this Agreement.

II. AVAILABLE RIGHTS AND REMEDIES

If a Partner fails to perform its obligations under this Agreement, any

other Partner shall have, in addition to any rights and remedies
provided hereunder, all such rights and remedies as are provided at
law or in equity.

III. WAIVER OR CONSENT TO BREACH

No consent or waiver, express or implied, by a Partner of any breach or

default by other Partner in the course of performance by such other
Partner of its obligations under this Agreement shall constitute a
consent to or waiver of any similar breach or default by any other
Partner.

Failure by a Partner to complain of any act or omission to act by

another Partner, or to declare such other Partner in default,
irrespective of how long such failure continues, shall not constitute a
waiver by such Partner of its rights under this Agreement.

IV. REMEDY FOR MATERIAL BREACH

If a material breach of this Agreement is committed by a Partner, then

the scope of cure of such breach shall be conclusively established by
the binding arbitration provisions under this Agreement. If it is
determined by the arbitrator that a material breach did occur and a
satisfactory remedy cannot be instituted for such breach, then the
Partner serving notice to the defaulting Partner has the right to request
dissolution of the firm pursuant to the provisions contained under the
firm Act as well as under this Agreement.

ARTICLE NO. 12

INDEMNIFICATION

I. INDEMNIFICATION BY, AND BETWEEN, THE PARTNERS

Neither Partner shall indemnify the other Partner(s) or firm or its

respective officers, directors, employees and its respective successors,
heirs and assigns ("Indemnities") for any loss, claim, damage, liability
or action except to the extent resulting from his gross negligence,
misconduct, willful wrong doing or breach of his obligation(s) in terms
of this Agreement. This provision does not seek to limit other remedies

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 available to the Partners under the existing laws.

II. LIMITATION OF INDEMNITY

The provisions of indemnity in this Agreement shall not apply to

amounts paid in settlement of any loss, claim, damage, liability or
action if such settlement is made with the consent of the Indemnitee,
which consent shall not be withheld unreasonably. The failure to
deliver written notice to the Indemnitor within a reasonable time after
the commencement of any such action (in any case, not more than six
months of commencement of any such action), if prejudicial to his / its
ability to defend such action, shall relieve such Indemnitor of any
liability to the Indemnitee under this Article.

III. PAYMENT OF LEGAL COSTS BY FIRM

The expenses incurred by Partners, officers or employees in defending

a civil or criminal action, suit or proceeding by or against the firm / its
Partners / Officers / Employees, in the ordinary course business of the
firm, shall be paid by the firm.

IV. NOTICE OF INDEMNIFICATION AND PAYMENT OF LEGAL COSTS

Any indemnification of, or payment of legal costs to, a Partner or any

other employee in accordance with this Article, if arising out of a
proceeding by or on behalf of the firm, shall be reported in writing to
the Partners.

ARTICLE NO. 13

MISELANIOUS

I. SEVERABILITY

If one or more provisions of this Agreement are held by a proper Court

to be unenforceable under applicable law, portions of such provisions,
or such provisions in their entirety, to the extent necessary and
permitted by law, shall be severed here from, and the balance of this
Agreement shall be enforceable in accordance with its terms.

II. WAIVER

No part of this Agreement shall be deemed to have been waived by

any Partner or any other person thereof unless such statement of
waiver is submitted in writing by the Partner or such person seeking
the waiver and shall be subject to unanimous consent of the remaining
or all the Partners as the case may be.

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III. DISPUTE RESOLUTION

In case of any dispute or differences among the Partners or between

the Partners and the legal heirs/representatives of the deceased
Partner or between Partner and FIRM whatsoever concerned with the
affairs of the FIRM or the interpretation of this Agreement, efforts shall
be made to resolve such dispute or difference through mutual
dialogue. Where such dialogue fails, the matter shall be referred to as
single arbitrator, if the parties agree upon one, or if the arties fail to
reach a consensus on such appointment then such appointment shall
be made in accordance with and subject to the provision of the
Arbitration and Conciliation Act, 1996 (the ‘Arbitration Act’) and / or
and statutory modifications or re-enactment thereof for the time being
force. Such arbitral award(s) shall be binding on all parties to the
dispute. The Arbitration shall be conducted in English and at Pune.

IV. GOVERNING LAW

This Agreement shall be governed by the laws of India which are in

force and which may be enacted by the Government of India from time
to time.

V. JURISDICTION

Subject to the provisions mentioned hereinbefore, competent courts in

the State of MAHARASHTRA shall have exclusive jurisdiction to
adjudicate over matters relating to or arising out of the present
Agreement.

THE PARTIES TO THIS AGREEMENT HAVE SIGNED THIS AGREEMENT

ON THE DAY AND YEAR AND AT THE PLACE MENTIONED
HEREINABOVE.

PARTNER NO. 1 VAIBHAV RAVINDRA GODAMBE

Photograph SIGNATURE

PARTNER NO. 2 VARSHA DEEPAK

GAWADE

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 Photograph SIGNATURE

WITNESSES:

1 Signatur 2. Signature
. e: :
__________________ __________________

Name: __________________ Name: __________________

__________________ __________________
__________________ __________________

Address __________________ Address __________________

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