Draft of Memorandum Recording Family Settlement

THIS MEMORANDUM RECORDING FAMILY SETTLEMENT is made at Mumbai

2023 between Mr. Suresh Kishinchand Rajani Aged 74 years S/o Late Shri
Kishanchand Rajani an Indian inhabitant residing at MORU MAHAL 801 & 802 Dr.
Ambedkar Road Near Pali Market Bandra ( W ) Mumbai 400050 (hereinafter called
"the Party of the First Part") .

Mr. Deepak Suresh Rajani Aged 48 years S/o Mr. Suresh Kishinchand Rajani an
Indian inhabitant residing at 801, 8th floor Rustomjee Paramount 18th road Vithaldas
Nagar Khar ( W ) Mumbai 400052 (hereinafter called "the Party of the Second Part") .

Mr. Pawan Suresh Rajani Aged 44 years S/o Mr. Suresh Kishinchand Rajani also an
Indian inhabitant residing at Devashish Property Flat No. 801 8th Floor 14 A Road
Ahimsa Marg Khar ( W ) Mumbai 400052 (hereinafter called "the Party of the Third
Part") .

And reference to the parties hereto shall, unless repugnant to the context or meaning
thereof mean and include their respective successors and assigns.

WHEREAS:-

1. The parties hereto are related to each other. Mr. Suresh Rajani is father of Mr.
Deepak Rajani and Mr. Pawan Rajani. While Mr. Suresh Rajani has accumulated No.
of assets by himself and some assets bequeathed to him from his ancestors and his
Late brother which may be held in different names are to be treated now as joint
family assets.

2. Mr. Suresh Rajani from the time of his father & uncle were in edible oil business
and had manufacturing plants also they also had oil storage tanks to hold & preserve
imported oil. The family also had export business of hand picked groundnut shells
before the said business was taken over by Government Agencies.

3. Mr. Suresh Rajani had one unmarried brother and three sisters. His brother is
no more and out of three sisters two are alive. The sisters have no claim whatsoever
on the estate of Mr. Suresh Rajani and have already given their no claim letters.

4. Mr. Suresh Rajani’s family consists of his wife , two sons and their wives and
children. He doesn’t have any daughter.
 5. Mr. Suresh Rajani wants to settle this family dispute while he is alive so that
there should be no dispute amongst his sons after his demise. He also wants to
provide well being of his wife if she survives him.

6. Some disputes and differences have arisen between the parties hereto,
relating to business, and which have to some extent disrupted the peace and
harmony of the family and affected the business and family relations and threatened
to resort to litigation including closure of the factory since last 4 years.

7. The parties hereto, have now decided to bury all the differences and have
come to a understanding for settlement after lots of deliberations and discussion with
the help of brother-in-law Mr. Ram Bachani of Mr. Suresh Rajani who is husband of
late Mrs. Suman Bachani real sister of Mr. Suresh Rajani and Aunt of Deepak and
Pawan Rajani to resolve the disputes and differences, and this memorandum of
settlement with certain terms and conditions is drawn with a view to avoid any future
disputes and or differences amongst the parties hereto and that this memorandum
has been entered into to record the said terms and conditions of the Family
Settlement already agreed upon by the parties hereto.

NOW THEREFORE THIS MEMORANDUM OF FAMILY SETTLEMENT

WITNESSETH THE SAID TERMS AND CONDITIONS AS FOLLOWS:

The details of the properties with their ownership which shall be the subject matter of
present family settlement are as under:-

1) Adoni Property is in the ownership of "RAJANI ENTERPRISES" Partnership firm

consisting of partners Suresh K. Rajani, Karta of his HUF Deepak Rajani and Pawan
Rajani (Land adm. About 5.20 Acers located at S.Nos. 125/2B, 125/1 & 128
Mantralayam Road, Opp. Adoni Industrial Estate, Adoni 518301, Kurnool District,
sharing ratio of partners.

2) Residential flat No 601 at Warden Building 6th floor 24 & 28 Junction 6th Floor,
Near TAVA Restaurant, Bandra (W),Mumbai 400052 ( Approx 1500 sq. Ft.) in the
name of Smt. Leena S. Rajani w/o Suresh Rajani and mother of Deepak and Pawan
Rajani

3) Unit No. 801 Moru Mahal Bldg. 8th Floor, Dr. Ambedkar Road, near Pali Market,
Bandra (W), Mumbai 400050 (Adm. 830Sq ft. Carpet Area and 1100 sq. Ft. Built up
area ) Jointly held by Shri Suresh Rajani & Smt. Leena Rajani .

4) Unit No. 802, Moru Mahal Bldg. 8th floor, Dr. Ambedkar Road, Near Pali Market,
Bandra (W) Mumbai 400050 (Adm. 1050 sq ft. & 1425 Sq ft Built up area) in the
name of Suresh K. Rajani .

5) Office premises at Reva Chambers, Unit No. 214, 2nd floor, 31 new Marine Lines,
Mumbai 400020 (Adm. 312sq ft.) Under ownership of V. Suresh & Co.having existing
partners Shri Suresh Rajani, Leena Rajani & Deepak Rajani. & their sharing ratio is
same
6) Plot No. 14 Sector 19-A Cidco, Belapur (Adm. 499.95Sq mtr) under the ownership
of V. Suresh & Co. partnership firm having Shri Suresh Rajani, Leena Rajani &
Deepak Rajani. The said plot was alloted by CIDCO in 1994 and is unutilised till date.
Regularisation costs will be quite substantial.

7) Bombay Oil Seeds Exchange Unit No. 501, 502 & 503, Navi Mumbai (Adm. 900
sq. ft.) under the ownership of V. Suresh & Co. partnership firm of Shri Suresh
Rajani, Leena Rajani & Deepak Rajani.

8) Vishnu Bldg. Unit No. 501, 502 & 503, A-Wing 5th floor plot no 36 sector 15 CBD
Belapur Navi Mumbai (adm. 1135 sq ft.) in the name of Suresh K. Rajani

9) Office No. 341 3rd floor Dheeraj Heritage SV Road, Santacruz (W) Near Milan
Subway, Mumbai 400054 (adm. 495 sq ft.) under the ownership of Rajani Enterprises
Partnership firm of Suresh K. Rajani, Deepak Rajani & Pawan Rajani.

10) Rustom Property - 801, 8th floor Rustomjee Paramount 18th road Vithaldas Nagar
Khar ( W ) Mumbai 400052

11) Devashish Property - Flat No. 801 8th Floor 14A Road Ahimsa Marg Khar ( W )
Mumbai 400052.

12) OFFICE NO. 803 located at 81 CREST Linking road Khar ( W ) Mumbai 400052.

Mr. Suresh Rajani also has liquid and current assets like shares of listed companies ,
bank balances , PPF balance and capital in group partnership firms.

2) IT IS MUTUALLY AGREED by and between the parties hereto that all the
properties, both movable & immovable as per the above details, shall be shared in
the following Ratio:-

1) SHRI SURESH K. RAJANI AND MRS. LEENA RAJANI 50%

2) SHRI DEEPAK S. RAJANI 25%

3) SHRI PAWAN S. RAJANI 25%

An effort is made by Mr. Suresh Rajani alongwith his sons Deepak and Pawan and
Shri Ram Bachani to find approximate value of all properties combined so as to have
proper and fair distribution in agreed proportion.

2) It is further agreed by and between the parties hereto that accordingly the
following properties shall go to SHRI SURESH K. RAJANI/ Mrs. Leena Rajani
1) ADONI PROPERTY presently in the ownership & name of Rajani Enterprises
where the following partners having profit and loss sharing percentage are :

Mr. Deepak Rajani - 49.50%

Mrs. Leena Rajani - 30.50%

Mr. Pawan Rajani - 20%

For which aqll the partners have agreed to execute irrevocable registered Power Of
Attorney to do the needful for property disposal in favour of Mr. Suresh Rajani. Efforts
are also being made to sale the said property in which case whatever amount comes
to the credit Mr. Deepak/Pawan after paying taxes will be considered as their part of
25% share in distribution.

2) MORU MAHAL Flat No 801 8th Floor, Dr. Ambedkar Road, near Pali Market,
Bandra (W), Mumbai 400050 SINCE THE FLAT IS IN NAME OF PARENTS NO
SALE REQUIRED OR OTHER ADJUSTMENT IS PLANNED .

3) MORU MAHAL Flat No 802 8th Floor, Dr. Ambedkar Road, near Pali Market,
Bandra (W), Mumbai 400050 SINCE THE FLAT IS IN NAME OF PARENTS NO
SALE REQUIRED OR OTHER ADJUSTMENT IS PLANNED . IT WILL MAINTAIN
STATUS QUO

4) REWA CHAMBERS Office no 214 standing in the name of partnership firm V

Suresh & Co. Having following partners with their share %

Mr. Deepak Rajani - 49.50%

Mrs. Leena Rajani - 30.50%

Mr. Pawan Rajani - 20%

5) CIDCO Plot no 14 at Navi Mumbai it is mutually agreed that an effort will be made
for regularisation of the same and all expenses towards them will be contributed by
all partners in their profit sharing ratio . The said office will also be sold & proceeds
will be distributed amongst partners .

6) NAVI MUMBAI - Bombay oil seeds exchange commercial unit no 501,502,503

standing in the name of V. Suresh & Co. Partnership firm consists of following
partners with their share % .

Mr. Deepak Rajani - 49.50%

Mrs. Leena Rajani - 30.50%

Mr. Pawan Rajani - 20%

7) CBD BELAPUR - Vishnu building unit No. 501,502,503 , A wing situated at plot
no 36 CBD Belapur standing in the name of Mr. Suresh Rajani will also be disposed
off and the proceeds after tax will be distributed in the ratio of 50% , 25% & 25& .
8) Office no 341 at Dheeraj Heritage SV road Santacruz ( W ) is in the name of
Rajani Enterprises where again share of Deepak & Pawan Rajani will be phased
away and eventually retire.

9) WARDEN - Flat no 601 warden building, situated at junction of 24 and 28 th road

near TAVA restaurant Bandra ( W ) will remain in the same name of Mrs. Leena
Rajani & in nomination , name of Suresh Rajani will be filed with with society if not
already done.

Mr. Suresh Rajani / Mrs. Leena Rajani will also hold a 50% share in all liquid / current
& movable assets.

3) Following properties shall be allocated to SHRI DEEPAK RAJANI:-

1) He is presently staying at Rustomjee Paramount at Khar ( W ) which will be

considered as his sole property and if there is any joint name it will be removed in
legal way .

Even nomination will happen into name of person of his choice

2) OFFICE NO. 803 located at 81 CREST Linking road Khar ( W ) Mumbai - 400052

3) HIS SHARE IN MOVEABLE PROPERTIES will be distributed so as to match

balancing figure to make his stake approx 25% of total movable / immovable assets .
if the need be adjustment of minor nature will happen from the estate of Mr. Suresh
Rajani

4) Following properties shall be allocated to PAWAN S. RAJANI:-

1) DEVASHISH PROPERTY - Flat No. 801 8 th Floor 14 A Road Ahimsa Marg Khar
( W ) Mumbai 400052

2) OFFICE NO. 803 located at 81 CREST Linking road Khar ( W ) Mumbai - 400052.
will be allocated to him and if there is any other joint owner he will ease out .

3) HIS SHARE IN MOVEABLE PROPERTIES will be balancing figure to match his

stake at 25% or near about in joint family estate

5) The Partnership firms of "RAJANI ENTERPRISES AND V. SURESH & CO." shall
continue to do the normal business till 31/03/2024 and the profit derived as on
31/03/2024 shall be shared equally by all the parties.

6) V. Suresh & Co. : it is agreed that Suresh Rajani & Deepak Rajani shall invest Rs.
10 crores. Each in the business said investment shall bear interest at the rate of 6%
pa and the profit shall be shared in the following ratio :-

Suresh Rajani - 33%

Deepak Rajani - 67%

Mr. Deepak Rajani shall continue as partner in V. Suresh Rajani & Co. For 2 years,
from 01/04/2024 to 31/03/2026. After two years, Mr. Deepak Rajani is free to start his
own business under any name he deems fit .
7) Rajani Enterprises : The sharing ratio in the firm shall be as under :-

Suresh Rajani - 33%

Pawan Rajani - 67%

Both the partners shall invest Rs.10.00 Cr. Each in the business and the same shall
bear interest at rate of 6% pa.

Mr. Pawan Rajani shall continue as partner in Rajani Enterprises for 2 years from
01/04/2024 to 31/03/2026 . After two years, Mr. Pawan Rajani is free to start his own
business under any name he deems fit.

8) The partnership firms shall conduct their regular business under the advice and
guidance of SHRI SURESH RAJANI with mutual respect to each other.

9) If Mr. Pawan Rajani decides to shift from Devashish Flat of 14 th road Ahimsa Marg
Khar west then Mr. Suresh Rajani will provide part funding upto Rs. 2 crores for
buying and for interiors .

10) Loans taken by entire family is jointly responsible to repay as per the share
divided I.e 50% Mr. Suresh Rajani, 25% Mr. Deepak Rajani and 25% Mr. Pawan
Rajani.

11) In case of unfortunate demise of SHRI SURESH K. RAJANI all the properties in
his name as on that date shall go to his legal Heir SMT. LEENA S. RAJANI. SHRI
SURESH RAJANI is required to execute a "WILL" as per mutual understanding and
appoint 3 out of 4 following executors namely Mr. Ramesh Kukreja , Mr. Hiralal /
Vijay Kukreja , Mr. Ram Bachani and Mr. Ghanshyam Telreja for the smooth
implementation of the smooth contents of the "WILL". if any of the executors dies
before Mr. Suresh Rajani he will replaced with person of his choice

12) SMT. LEENA S. RAJANI is also, as per mutual understanding, required to

execute a "WILL" appointing 2 executors, namely the executors shall distribute her
wealth equally to her sons DEEPAK RAJANI & PAWAN RAJANI. In case of SMT.
LEENA RAJANI predecease of SHRI SURESH RAJANI then all her properties, both
movable and immovable, shall go to SHRI SURESH K. RAJANI.

All the parties agree to compensate with each other help in recovering old
receivables , pay off old liabilities and conserve Individual wealth by moderate
lifestyle till both sons retire from old firm & start their new firms & then they can plan
their future as per their individual wish and decision .

13) Now this deed witnesses that in pursuant to the agreement for family settlement
and in consideration of the settlement arrived at between the parties is hereunder,
the parties hereby agree with each other that they will observe, perform and convene
the terms and conditions stated here in above in the right spirits.

14) It is hereby declared and agreed between the parties that this agreement for
family settlement will put an end to all disputes between the parties relating to the
respective rights and claims of the parties to the joint family properties and the
parties admit and acknowledge the claims of each other towards their respective
properties as per this agreement for family settlement.

15) All the conditions of the proposed agreement for family settlement have been
fully explained to all the parties, who are the signatories to this agreement for family
settlement and the said signatories have in consultation fully examined and
considered the said terms and conditions and have given their free consent at their
will without any force, coercion and/or inducement.

16) That the present agreement for family settlement shall be considered as final and
conclusive and shall not be altered or changed at any subsequent stage of the
settlement. All the parties of the present agreement for family settlement shall be
bound with the terms of the present Settlement agreement and shall adhere to the
respective shares as demarcated and stated under the present agreement for family
settlement.

17) That the present Settlement Deed will have a legal force and shall be presented,
forwarded before the Authorities concerned for the transfer of the respective shares
of properties between the parties as and when required. Should any party or parties
require at any stage, the parties to the present Settlement agreement shall be bound
to issue NOC and execute other documents that may be required with regard to the
mutation of the properties.

18) That the parties to the present settlement shall voluntarily, at their will, consent
and execute the NOC with regard to the transfer of the property from their name to
the beneficiary parties in terms of the agreement for family settlement. They shall
further be bound to present themselves, execute, sign any other document required
at any other stage for the transfer of these properties.

19) That the transfer of the properties pursuant to this agreement for family
settlement shall be along with the entire charge on the said property and the
beneficiaries of the said property shall be liable and responsible for the payment of
any dues against the properties, whether past or arising in future at any stage. The
previous owner(s) of the properties under this Settlement agreement shall not be
liable/responsible in future with regard to any claim or dues with regard to the said
property at any stage. The entire dues whether notified or not shall be the sole
liability and responsibility of the beneficiary / transferee, henceforth pursuant to the
execution of this present Settlement agreement and they shall not raise any claim in
this regard in any manner whatsoever. If there are any tax or stamp duty implications,
the same should be borne by beneficiary I.e recipient of properties from their state.

IN WITNESS WHEREOF THE PARTIES SHALL BE UNTO SET THEIR HANDS.

1) SIGNATURE OF SHRI SURESH K. RAJANI

2) SIGNATURE OF SHRI DEEPAK S. RAJANI

3) SIGNATURE OF SHRI PAWAN S. RAJANI

WITNESSES:-

1) Shri Rambhai Bachani

2) Shri Dilipbhai