This Partnership Agreement (‘The Agreement” is made as of this 24th April 2021, (“the effective date”) by and

between ABC, located as 256, Block -D Gandhi Avenue, 44001 (“Residence Address”) CPL Limited, located
at 456, Bibbee Avenue, 440001 (“Office Address”) & XYZ, located at 297, Jamba Avenue, 440292 (“Residence
Address”) (each a “Partner” and collectively, the “Partners”).

1. Partnership Name & Purpose

Partners Agree to form a partnership under the name of KK Medicals (“the Partnership”). In consideration of the
mutual promises and agreements between the Parties hereto, the Parties have agreed to enter into this Agreement
to govern the terms and conditions of their association as per the Indian Contract Act, Goods and Services Tax,
Drugs and Cosmetics Act and the laws of the State. The partnership has been formed on the terms & conditions
set forth below to engage in the business of running a Medical store, supplying medicines upon bulk orders and
to engage in any and all other activities as may be necessary, related or incidental to carry on the business of the
Partnership as provided herein.

2. Place of Business

The Principal office shall of the Partnership will be located at 256, Crittenden Avenue, 440092 (“Place of
Business or POB”) or at such places as the Partners shall determine from time to time.

3. Partnership Term

The Partnership shall commence on the Effective Date and will continue until it terminates in accordance with
the terms of this Agreement, unless terminated earlier in accordance with the terms of this Agreement.

4. Partners’ Capital Contributions

The partners will contribute capital to the Partnership withing 45 days (Forty five only) of the

Effective Date.

The Partners cash Contribution will be:

XYZ- Rs.5,00,000
ABC- Rs.5,00,000
CPL Limited- Rs.10,00,000
XYZ & ABC will provide for the office space (“Place of Business”).

CPL Limited will provide workforce and appoint trained Professionals.

The Non- Cash Contribution can be reimbursed in the form of Interest arising out of the partnership’s profit.

5. Partners’ Capital Accounts

The Partnership will establish and maintain for each Partner a separate capital account consisting of the Partners
Capital Contributions. A Partner may not withdraw any portion of capital from his or her capital account without
prior consent of all Partners. Interest, at the rates and times as determined by the Partners, will be paid on the
capital account of any partner. Funds from this account shall be used to procure goods required for the running
of the Partnership that may include resale counter items, Office rent, staff salary, setting up bank accounts and
even the necessary cold storage machineries.
6. Profit & Losses

The net profits and losses of the Partnership will be divided equally amongst all three partners

and shall be settled in the capital account of the Partnership.

7. Partner’s Income Accounts

The Partnership will establish and maintain a separate income account for each partner. Each Partner’s share of
the Partnership profits and losses will be credited to or charged against his or her income account. If there is no
positive balance in a Partner’s Income account, losses will be charged against his or her capital account. No
Interest will be paid on the income account of any Partner.

8. Partners’ Salary and Drawings

There will be no salary or compensation given to any Partner for services to the Partnership. A Partner may
withdraw any profits from the business account at any time but only with the consent of all the Partners.

9. Partner’s Bank Account

The Partnership funds will be kept in an account in its name at IHSS Bank or at other financial institutions as
agreed upon by all Partners. All withdraws from these accounts will be made by Cheques/RTGS/IMPTS/NEFT
approved by all Partners before transacting.

10. Partnership Books and Records

At all times during the term of Partnership, the books and records of the Partnership will be kept and maintained
at Partnerships ‘Place of Business’. Such books and records shall be available for inspection by any Partner and
bis or her representative during the business hours upon reasonable notice. The Partnership shall maintain its
books and records in accordance with standard accounting procedures as required by the GST Council and the
Income Tax department. The partnership shall commence with “the Effective Date” and shall be terminated upon
4 years from the effective date. The income statement and balance sheets shall be prepared at the end of the
every fiscal year on 31st March or any date as notified by the Income Tax Department. ITC shall be claimed for
the respective goods supplied and returns shall be filed within 20 days or lastly by the end of first week of the
succeeding month. Profit and Loss statements, Income Tax returns shall be prepared by the team of professional
Chartered Accountant after the annual Audit.

11. Management

Each partner shall have an equal stake in the Management of the Partnership. The Partners will devote as much
of his or her time and efforts to the affairs of the Partnership in order to accomplish the objectives. Each partner
shall have a significant and ordinary decisions on behalf of the Partnership. Each partner has the power to make
significant and ordinary decisions of behalf of the Partnership. All partners shall agree to take the following
Partnership actions: Enter into, make and perform any contract or agreement including lease, security agreement
or mortgage without the prior permission of other partner

Borrow or lend money without a prior notice

Sell any asset other than that sold in the regular course of the business with the approval of the partner.

Sign and hire authorities for effective management with mutual discussions.

12. Voluntary Dissolution of Partnership

The Partnership may be dissolved at any time upon the consent of all the Partners. The Partners shall as soon as
reasonably practicable, liquidate and wind up the affair of Partnership. The proceeds, assets or any balance
received or payable in connection with the Liquidation shall be appliable in following order-

All debts, liabilities and obligations of the Partnership including all expenses arising from the claim of
Liquidation

Distribution to for the benefits of the Partners in accordance with the positive balance in each Partner’s Income
Account.

Distribution to or for the benefit of the Partners in accordance with the positive balance in each partners’ capital
account.
13. Partner’s Withdrawal

A partner may not withdraw from the Partnership unless all remaining Partners unanimously agree to the
withdrawal. If the remaining Partner(s) agree to withdraw, the remaining Partner(s) may decide either to dissolve
& liquidate the partnership with the withdrawing Partner as per clause 12 of the agreement, or shall continue the
Partnerships by purchasing the withdrawing Partner’s Interest. The decision to dissolve of continue the
Partnerships requires the unanimous consent of all the partners. If the remaining partner wishes to acquire the
shares of the withdrawing partner then they shall provide a notice of such intention within 11 (eleven) days after
the receipt of withdrawing Partner’s notice.

A partner shall be removed from the Partnership if such Partner:

Commits fraud

Declares bankruptcy

Is declared incompetent

Is imprisoned

The remaining Partner(s) may decide either to dissolve & liquidate the partnership with the withdrawing Partner
as per clause 12 of the agreement, or shall continue the Partnerships by purchasing the withdrawing Partner’s
Interest. The decision to dissolve of continue the Partnerships requires the unanimous consent of all the partners.

14. Partner’s Retirement

A partner may retire from the Partnership at the end of a calendar month where me pay be of the age of 58 years
or more as per the month of January that year. A partner may be able show proof for mental or physical fitness in
case of a voluntary retirement before attaining the age of 58. The remaining Partner(s) may decide either to
dissolve & liquidate the partnership with the withdrawing Partner as per clause 12 of the agreement, or shall
continue the Partnerships by purchasing the withdrawing Partner’s Interest. The decision to dissolve of continue
the Partnerships requires the unanimous consent of all the partners, such intention shall be followed with a notice
withing 21 days after the receipt of application for Partner’s retirement.

15. Death

In case of a death, the remaining Partners may decide either to dissolve and liquidate the partnership as per
Clause 12 or continue the Partnership by purchasing the deceased Partner’s Interest. The decision to dissolve or
continue the Partnership requires the unanimous consent of the remaining Partners. If the remaining Partners
choose to purchase the deceases Partner’s Interest, the remaining Partner shall provide written notice of such
intention to purchase the deceased Partner’s Interest withing 21 (twenty one) days the remaining Partners may
continue to use the Partnership tradename.

16. Buyout

If the remaining Partners choose to Purchase the withdrawing, retiring or deceased Partner’s interest under the
preceding paragraphs, that interest will be purchased in the amounts as decided by the remaining Partners that
wish to Purchase. The value of withdrawing, retiring or deceased Partner’s Interest as per the fair market value
as identified by an independent certified public accountant. The purchase price will not include any separate
amounts for goodwill, tradename, patents or intangible assets. The remaining Partners may continue to use the
Partnership tradename. The purchase price will be paid with interest at the rate of 8% per annum within (12)
twelve months after the days of withdrawal, retirement or death.

17. Restriction on Transfer

No Partner shall transfer, assign, seek, give, pledge, hypothecate or otherwise encumber, or dispose of in any
manner any of his or her interest in the Partnership without, retirement or death.

18. New Partners

The Partnership, upon mutual discussion and majority consent, may admit new Partners to the

Partnership on the terms and conditions as determined by the Partners at such time.

19. Dispute Resolutions

Any dispute arising out or related to this Agreement that the Partners are unable to resolve by themselves shall
be settled first by mediation and then if not still not resolved then may refer to arbitration in the State of
Maharashtra in accordance with centre rules, The Arbitration and Conciliation act.

20. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Partner and their respective lega
representatives, heirs, administrators, executors, successors and permitted assigns.

21. Non-Compete Clause

Every partner shall disclose their ongoing businesses and assets before the incorporation of the partnership, no
partner shall engage in a competitive business in accordance with this partnership before prior permission from
all the Partners.

22. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the
remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the
invalid, illegal or unenforceable parts had not been included in the Agreement.

23. Governing Law

The terms of the agreement shall be governed by and construed in accordance with the laws of the State of
Maharashtra, India but including its conflicts of law provision. Goods and Services act, Partnership Act, Income
tax act, Drugs and Cosmetics act and other acts which have been laid down or will be notified by the centre or
the state.

24. Further Assurances

At the written request of one partner, the other Partner(s) shall execute and deliver such other documents and
take such other actions as may be reasonably necessary to effect the terms of this agreement.

25. Indemnity

Each Partner shall indemnify another for any personal injury or loss that may have arisen out of the breach of
any representation, warranty or covenant of Partnership contained in this Agreement and make necessary
arrangements to apply for Indemnity insurances upon incorporation on the Partnership firm.

26. Headings

The section headings herein are for reference purposes only and shall not otherwise affect the meaning,
construction and interpretation of any provision in this agreement.

27. Entire Agreement

This Agreement contains the entire understanding between the Partners and supersedes and cancels all prior
agreements of the Partners, whether Oral or written, with respect to such subject matter.

28. Counterparts

This agreement may be executed in one or more counterparts, each of which shall be deemed an original and all
of which together, shall constitute the same document.

29. Amendment

This agreement may be amended or modified only by a written agreement signed by all the Partners.

30. Force Majeure Fore-closure

In case of an earthquake, tsunami, storm or a pandemic; if and ‘only if’, the Place of business is directly or
indirectly affected, then the Existing Partners shall make necessary provisions with mutual discussions in order
to recover the business or dissolve as per clause 12 of the agreement.

31. Notices

Any Notice or other communication given ort made to any Partner under the agreement shall be in writing and
hand-delivered, sent by overnight courier service or send by a registered and certified email, return receipt
requested, to the address stated above or to another address as that Partner may subsequently designate by notice
and shall be deemed given on the date of delivery.

32. Waiver

No partner shall be deemed to have waived any provision of this Agreement or the exercise or any rights held
this Agreement unless such waiver. Is made expressly in writing. Waiver by any Partner of a breach or violation
of any provision of this Agreement shall not constitute a waiver if any other subsequent breach of violation.

IN WITNESS WHEREOF, the Agreement has been executed and delivered as of the date first written above.

SIGNATURES:

Partner Signature (ABC) Partner Full Name, Address & Contact

Partner Signature (XYZ) Partner Full Name, Address &Contact

Partner Signature (CPL Limited) Partner Full Name, Address & Contact

(CIN:13245234478CL)
DATE:

Witness Signature (1) Witness Full Name, Address & Contact

Witness Signature (2) Witness Full Name, Address & Contact

(STAMP/SEAL FOR KK MEDICALS) DATE:

Drafted by- Karan Khetan (20171658)