Patels

Est. 2007

FRAMEWORK AGREEMENT

THIS AGREEMENT (the “Agreement”) executed at Surat, Gujarat, India, on this day the
20th of February 2024 (the “Effective Date”) is entered BY AND AMONG:

Patel Snacks and Beverages Private Limited (the “Parent Company”), a company
incorporated in 2007 under the Companies Act, 1956, bearing CIN:
U34130GJ2007NPX1291000, having its registered office at 9/2003-4; Rama Priya Chowk;
Main Road; Surat – 395 003 and acting through Mr Jignesh Patel, s/o Mr. Harshraj Patel,
Chief Executive Officer;

AND

Patel North Private Limited (the “North Sub”), a wholly owned subsidiary of the Parent
Company, incorporated under the Companies Act, 2013, bearing CIN:
U22130GJ2023NPJ1241888, having its registered office at Aryan Compound, Near Polaris,
Punagam, Surat – 395 010 and acting through Mr Bhavesh Patel, s/o Mr. Jignesh Patel, Chief
Executive Officer;

AND

Patel South Private Limited (the “South Sub”), a wholly owned subsidiary of the Parent
Company, incorporated under the Companies Act, 2013, bearing CIN:
U21230GJ2023NJM1741111, having its registered office at New Industrial Estate "M" Road,
Road No. 12, Udhyognagar Udhna, Surat – 394 210 and acting through Mr Harsh Patel, s/o
Mr. Jignesh Patel, Chief Executive Officer.

Each of the Parent Company, the North Sub and the South Sub are hereinafter referred to
collectively as the “Parties” and individually referred to as “Party”.

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RECITALS

WHEREAS the Parent Company has built a long-standing reputation for itself by engaging
in the business of manufacturing and selling regional Gujarati snacks to customers for over
25 years;

WHEREAS in pursuit of business growth and development, and realizing the potential for
the business to go pan-India and cater to regional snacks of different states, the Parent
Company seeks to establish two subsidiary companies, the North Sub and South Sub to
engage in complementary lines of business;

WHEREAS Mr. Bhavesh Patel, through the North Sub, be granted exclusive right to operate
in the Northern and Western states of Maharashtra, Uttar Pradesh, Madhya Pradesh,
Rajasthan and Delhi, while Mr. Harsh Patel, through the South Sub, be granted exclusive
right to operate in the Southern states of Andhra Pradesh, Tamil Nadu, Kerala, and Karnataka;

WHEREAS the North Sub and South Sub shall be permitted to operate in the state of Gujarat
and shall have the authority to undertake export outside India, promoting international
business and growth.

In consideration of the mutual covenants and undertakings set out below THE PARTIES
AGREE as follows:

1. DEFINITIONS
1.1. Confidential Information : intellectual property including trade secrets of the recipes
shall be kept confidential by all parties
specific exclusive control
1.2. “Operations” means exclusive operation of a subsidiary in their respective geographical
location to undertake the following activities in their respective geographical locations:
(i) Right to set up manufacturing units for production;
(ii) Right to set up wholesale and retail shops operated by the subsidiary;
(iii) Right to enter into contracts with dealers and retailers registered and operating in
the concerned geographical location;

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(iv) Right to physically market their products exclusively in the concerned

geographical locations
1.2. “Shares” means the issues and outstanding shares of the respective company;
Intellectual Property

2. INTERPRETATION
2.1 Except as otherwise expressly provided in this Agreement, the following rules of
interpretation shall apply to this Agreement:
2.1.1 The singular includes the plural and the plural includes the singular;
2.1.2 A reference to any agreement or other contract includes permitted supplements,
modifications and amendments;
2.1.3 A reference to a law includes any amendment or modification to such law and
any rules regulations issued thereunder;
2.1.4 A registered License Agreement refers to registration of the agreement granting
Trade Mark license to the Subsidiaries to use the Trademark of the Parent Company
as per the Trade Marks Act, 1999 and the Trade Mark Rules, 2017.

3. OWNERSHIP AND CONTROL

3.1. The Parent Company shall set up two subsidiaries, the North Sub and the South Sub
(collectively as the “subsidiaries” and individually referred to as “subsidiary”).
3.1.1. Mr Bhavesh Patel shall be appointed as the Chief Executive Officer of the
North Sub as of the Effective Date. He shall have the autonomy and discretion to run
its operations, business, and affairs in any manner deemed fit and beneficial, in
accordance with applicable laws and regulations of the land. He shall have the
freedom to make decisions related to day-to-day operations, strategic planning, and
business development without requiring prior approval from any other party, provided
such decisions are not detrimental to the Parent Company or any of its subsidiaries.

3.1.2. Mr. Harsh Patel shall be appointed as the Chief Executive Officer (“CEO”) of
the South Sub as of the Effective Date. He shall have the autonomy and discretion to
run its operations, business, and affairs in any manner deemed fit and beneficial, in
accordance with applicable laws and regulations of the land. He shall have the
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freedom to make decisions related to day-to-day operations, strategic planning, and

business development without requiring prior approval from any other party, provided
such decisions are not detrimental to the Parent Company or any of its subsidiaries.

3.2. The Parties agree that the ownership control shall be as follows:
3.2.1. The Parent Company shall hold 49% of the shares of the North Sub, while Mr.
Bhavesh Patel shall hold the remaining 51% of the shares. The shares held by the
Parent Company in the North Sub may be open for subscription or purchase by third
parties, as determined by the Parent Company and the respective CEO.
3.2.2. The Parent Company shall hold 49% of the shares of the South Sub, while Mr.
Harsh Patel shall hold the remaining 51% of the shares. The shares held by the Parent
Company in the North Sub may be open for subscription or purchase by third parties,
as determined by the Parent Company and the respective CEO.

4. MANAGEMENT AND FUNCTIOING

4.1. The day-to-day management and operations of the subsidiary shall be the responsibility
of the respective CEO. Of the subsidiaries.

4.2. Any operation including signification business decisions, financial matters, and strategic
initiatives or other such functions that directly or indirectly impact the Parent Company or
any of its subsidiaries shall require the prior approval of the Parties.

4.3. Mr. Bhavesh Patel shall have the exclusive control over the operations of the North Sub,
including manufacturing, selling (both through company-owned retail shops and wholesale to
other retailers), and marketing regional snacks under the brand name of Patel in the Northern
and Western states of India including Maharashtra, Uttar Pradesh, Bihar, Madhya Pradesh,
Rajasthan, and Delhi (“Excusive North States”)

4.4. Mr. Harsh Patel shall have the exclusive control over the operations of the South Sub
including manufacturing, selling (both through company-owned retail shops and wholesale to
other retailers), and marketing regional snacks under the brand name of Patel in the Southern

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states of India including Andhra Pradesh, Telangana, Tamil Nadu, Kerala and Karnataka
(“Excusive South States”)

4.5. Both the North Sub and the South Sub are permitted to operate in Gujarat and undertake
exports outside India.

4.6. The exclusive rights of the subsidiaries, contained in Clause 4.3. and Clause 4.4., to
operate in their respective exclusive States shall be applicable for a period of one (1) year
(“Exclusive Period”) from the Effective Date so as to avoid constituting a restraint of trade
under the applicable Indian laws. Post one year, both North Sub and South Sub shall be free
to expand in any other states which do not form a part of either the Exclusive North States or
Exclusive South States. Post three (3) years, the subsidiaries shall be free to operate in any
state in India.

5. ROYALTY PAYMENTS
5.1. Both the subsidiaries shall, individually pay a royalty fee of five per cent (5%) of their
annual revenue to the Parent Company as a consideration for the licensing of the intellectual
property held by Parent Company to the Subsidiaries. Such royalty fee shall be paid annually,
within thirty (30) days after the end of each fiscal year.

6. TERM AND RENEWAL

6.1. The Agreement shall continue to remain in force for a period of three (3) years
(“Agreement Period”) from the Effective Date.

6.2. The Parties may agree to extend the applicability of any part of this Agreement beyond
the Agreement Period for a period not exceeding three (3) years.

8. CONFIDENTIALITY
10.1 Each party shall keep secret at all times, during and after the term of this Agreement, all
Confidential Information belonging to the other party, disclosed or obtained prior to the
Effective Date or during the term of this Agreement and, shall use such Confidential
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Information solely in connection with the activities as per this Agreement. Where disclosure
is made to any employee, consultant, or agent, it shall be done subject to obligations
equivalent to those set out in this Agreement and each party shall continue to be responsible
to the other party in respect of any disclosure or use of such Confidential Information by a
person to whom the disclosure is made. Such Confidential Information can be disclosed to an
employee, consultant, or agent who have a need to know only upon signing a Non-
Disclosure Agreement (“NDA”) as per ANNEXURE-A of this Agreement

10.2 The obligation of confidentiality in Clause 10.1 shall not extend to any information
which
(a) is in, or has become part of, the public domain other than as a result of a breach of the
confidentiality obligation under this Agreement; or
(b) was independently disclosed to it by third part entitled to disclose the same;
Provided that the obligation under Clause 10.1 in all events shall apply to any secret or
Confidential Information included in the Intellectual Property assigned or transferred to
North Sub and South Sub.

10.3 Notwithstanding the foregoing, neither party will be said to be in breach of its
Confidentiality obligation if such party is required under any Applicable Law, or by order of a
court or governmental body or authority of competent jurisdiction to disclose Confidential
Information of the other party.
Provided that the party notifies the other party of the need to make such disclosure, strictly
discloses only what is required to comply with its legal obligation.

10.4 None of the Parties hereto shall disclose the contents of this Agreement to any third
party without the prior consent of the other party, except to the extent of any disclosure
which might be required to be made under any statutory or other applicable regulation or
by the effect of a court order / administrative order

9. NON-COMPETE AND NON- SOLICITATION

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11.1 That pursuant to this Agreement, the North Sub and South Sub, or its Key Managerial
Person (“KMP”), during the Exclusive Period are placed in a position of trust and
responsibility to not engage in any similar business, directly or indirectly, in the Exclusive
States of the South Sub and North Sub, respectively.
11.2 The North Sub and South Sub, or its KMP, during the Exclusive Period, shall not solicit
any employee, supplier or customer, directly or indirectly, via an agency or otherwise, in the
Exclusive States of the South Sub and South Sub, respectively.

10. INTELLECTUAL PROPERTY

12.1 Pursuant to this Agreement, the Parent Company grants license and the right to use all its
Intellectual Property, to the Subsidiaries for use within their menus and operations. The
Subsidiaries are authorized to utilise the traditional recipes of snacks curated by the Parent
Company, currently being sold at the Parent Company’s outlets across Gujarat, within their
menus and operations. The list of traditional snacks is enlisted in ANNEXURE A to this
Agreement.

Provided that a Trademarks License Agreement (“License Agreement”) is registered and

entered into by and between the Parent Company and its Subsidiaries. The License
Agreement shall specify the right of the Parent Company to conduct reasonable review of the
Licensed Products with respect to its nature and quality as per the Quality Control Clause of
this Agreement.

Provided that the North Sub and South Sub shall at all times use the Trademark ‘Patel’s’ as
‘North Patel’s’ and ‘South Patel’s’, respectively, on all advertisements, packaging and other
materials.

12.2 Notwithstanding the licensed Intellectual Property, the subsidiaries are allowed to curate
new recipes or snacks and offer them for sale within their respected exclusive states. Each
subsidiary shall be entitled to and responsible for ensuring appropriate legal protection, in the
form of intellectual property rights as afforded to their newly curated recipes.

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QUALITY CONTROL
The authorised representative of the Parent Company shall have the right at any reasonable
time during regular business hours, on reasonable notice, to visit and inspect Factories and
outlets of the Subsidiaries where Licensed Products are manufactured, assembled, packaged,
marketed, promoted, sold and serviced.

Pursuant to this Agreement, the Subsidiaries agree to furnish, from time to time as reasonably
requested by the Parent Company and, at the Subsidiaries cost, representative samples
showing all other uses of the Licensed Products.

If, at any time, the Licensed Products fails to meet the Standards of Quality, the Subsidiaries
shall immediately take appropriate steps and promptly cease the manufacturing, assembly,
packaging, marketing, promotion and sale of all such non-conforming Licensed Products .
Such non-conformance shall amount to a breach of Clause 14.1.5 of this Agreement.

12. REPRESENTATIONS AND WARRANTIES

14.1 That pursuant to this Agreement, each Party Represents and Warrants to the other Parties
as of the Effective Date that:
14.1.1 It is a company duly organised, validly existing and in good standing under the
Applicable Laws of its jurisdiction and has the full power and authority to execute,
deliver, and perform this Agreement, and to consummate the transactions
contemplated by this Agreement.
14.1.2 The execution, delivery, and performance of this Agreement and the and the
consummation of the transactions contemplated by this Agreement have been duly
authorized.
14.1.3 This Agreement when duly executed and delivered by an authorized officer
will be legal, valid, and binding upon the Parties and, will be enforceable in
accordance with the terms of this Agreement, except in the case of bankruptcy,
insolvency, reorganization, moratorium, or other laws relating to or affecting rights of
the Parties.

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14.1.4 The execution, delivery, and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement does not
(a) violate
(i) any provision of any law or any government rule or regulation
applicable to it;
(ii) any of its organizational documents, including, without
limitation, its certificate of incorporation or articles of
organization;
(iii) any material order, judgment, or decree of any court, law or
regulation of any governmental body or administrative or other
agency having jurisdiction over it;
(b) conflict with or result in a breach of any contract or agreement to which it
is a party to by which it is bound
14.1.5 The products manufactured and sold using the licensed Trademark are in
accordance with the Standards of Quality.

12. INDEMNITY
The Parties shall individually be liable to indemnify, defend and hold harmless for damages
and specific performance of obligations arising directly or indirectly, from or in connection
with:
a) Any breach of any Representation or Warranty as contained in this Agreement; or
b) Any breach of any covenants contained in this Agreement.

The Subsidiaries shall indemnify the Parent Company against any losses, damages or costs
that the Parent Company may incur or obligated to pay and, arising out of breach of the
Intellectual Property Clause and the Quality Control Clause of this Agreement. Such

13. TERMINATION – CAL

17. GOVERNING LAW

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17.1. This Agreement is governed by and shall be interpreted in accordance with the laws of
Republic of India submit to the exclusive jurisdiction of the courts Guajarat, India.

18. DISPUTE RESOLUTION

18.1. Any dispute arising out of or in connection with this contract, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved by
arbitration in accordance with the Arbitration Rules of the Mumbai Centre for International
Arbitration (“MCIA”), which rules are deemed to be incorporated by reference in this clause.
18.1.1. The seat of the arbitration shall be Mumbai, India.
18.1.2. The Tribnal shall consist of one Arbitrator. The Arbitrator shall be appointed
by the Registry of MCIA upon the submission to arbitraiton by either of the Parites.
18.1. 3. The language of the arbitration shall be English.
18.1.4. The law governing the arbitration agreement shall be the law of the Republic
of India.

19. MISCELLANEOUS
19.1. Amendments - No amendment to the Agreement will be effective unless it is agreed in
writing and duly signed by the Parties.

19.2. Severability - If at any time any clause or part of this Agreement is found by any court,
tribunal competent jurisdiction to be wholly or partly illegal, invalid or unenforceable in any
respect under the law of India, it will not affect any other provision of this Agreement which
will remain in full force and effect. The Parties will in good faith amend and, if necessary,
novate this Agreement to reflect as nearly as possible the spirit and intention behind that
illegal, invalid or unenforceable provision so that the amended clause complies with the laws
of that jurisdiction.

19.3. Good Faith – The Parties will commit to act in good faith in carrying out their
obligations under this Agreement.

19.4. Notices - Any notice or other communication made pursuant to this Agreement:

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(a) must be in writing addressed as shown in the Schedule or to any other address specified by
any Party to the sender by notice;

(b) must be signed by an officer of the sender;

(c) is deemed to be given by the sender and received by the addressee;

(i) if by delivery in person, when delivered to the addressee;

(ii) if by post, three (3) business days from and including the date of postage and on
delivery to the addressee;

(iii) if by e-mail transmission, when reception is confirmed by the addressee by way

of an e-mail response.

For the Parent Company - Patel Snacks and Beverages Private Limited

Attention: Mr. Jignesh Patel

Address: 9/2003-4; Rama Priya Chowk; Main Road; Surat – 395 003
Email: jignesh.patel@patelsnacks.com
Phone No.: +91 73495 44667

For the North Hub - Patel North Private Limited

Attention: Mr. Bhavesh Patel

Address: Aryan Compound, Near Polaris, Punagam, Surat – 395 010
Email: bhavesh.patel@patelsnacks.com
Phone No.: +91 73495 47465

For the South Hub - Patel South Private Limited

Attention: Mr. Harsh Patel

Address: New Industrial Estate "M" Road, Road No. 12, Udhyognagar Udhna, Surat – 394
210
Email: harsh.patel@patelsnacks.com

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Phone No.: +91 98865 44667

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
and delivered by their respective duly authorized representatives as of the Effective Date.

For Patel Snacks and Beverages Private Limited

Mr Jignesh Patel, Chief Executive Officer

For Patel North Private Limited

Bhavesh Patel, Chief Executive Officer

For Patel North Private Limited

Harsh Patel, Chief Executive Officer

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