LIMITED LIABILITY PARTNERSHIP AGREEMENT

THIS AGREEMENT of Limited Liability Partnership is made at Ranaghat this

19th day of February, 2025.

BETWEEN

MR. SUJOY ROY, (DIN: 03499517), PAN: AIZPR3144F, AADHAAR No.

506506935012, aged about 47 years, son of Ajoy Roy, Nationality: Indian, by
religion: Hindu, Residing at 55/1, Khirki Bagan Lane, Ranaghat, District: Nadia, Pin:
741201, West Bengal, (Hereinafter to be called the First Party) which expression
shall unless it be repugnant to the subject or context thereof, include their legal
heirs, successors, nominees and permitted assignees of the First Party;

Page | 1
 AND

MR. PRADIP DAS, (DIN: 10958574), PAN: APCPD5724K, AADHAAR

No. 865915886075, aged about 46 years, son of Dhiren Das, Nationality: Indian, by
religion: Hindu, by occupation Business, Residing at Biharila Pally, Anulia,
Satigachha, Ranaghat, District: Nadia, Pin: 741255, West Bengal, (Hereinafter to be
called the Second Party) which expression shall unless it be repugnant to the
subject or context thereof, include their legal heirs, successors, nominees and
permitted assignees of the Second Party;

(Depending on the context in which such term is used, each party to this
Agreement shall be singularly known as ‘partner’ or ‘party’ and collectively as
‘partners’ or ‘parties’)

WHEREAS:

The parties hereto have mutually agreed to carry on the business of Software
designing, development, customisation, implementation, maintenance, testing and
benchmarking, designing, developing and dealing in computer software and
solutions, gaming and entertainment Software and to import, export, sell,
purchase, distribute, host (in data centers or over the web) or otherwise deal in
own and third party computer software packages, programs and solutions, and to
provide internet / web based applications, services and solutions, provide or take
up Information technology related assignments on sub-contracting basis, offering
services on-site/ offsite or through development centers using owned /hired or
third party infrastructure and equipment, providing solutions/ Packages/ services
through applications services provider mode via internet or otherwise, to
undertake IT enabled services like data processing, Back office processing, data
warehousing and database management and to do all other incidental things acts
necessary for the attainment of this object(s) etc. under the name and style of
“ASTRALGAZE TECHNOGLOBAL SERVICES LLP”

And respectively the Ministry Of Corporate Affairs vide Certificate of Incorporation

under form No. 16, dated 19th day of February, 2025 had approved the name
“ASTRALGAZE TECHNOGLOBAL SERVICES LLP” and provide LLP Identification
Number: ACM-0970.

And each party hereto assures the other that they have legal right, power and
authority to enter into, deliver and perform their respective obligations under
this Agreement and that the execution, delivery and performance of this
Agreement has been duly authorized by all necessary actions on their

Page | 2
respective part and this Agreement will constitute valid and binding
obligations, enforceable against them respectively in accordance with their
terms.

This LLP Agreement shall be filed with the Registrar in accordance with the
provisions of the LLP Act, 2008 together with Limited Liability Partnership
Rules, 2009 and subsequently on each modification(s) thereto.

AND WHEREAS the party of the First Part and party of the Second Part hereto
agreed to become Designated Partners of the LLP, on the terms & conditions
hereinafter contained.

AND WHEREAS the party of the First Part and party of the Second Part to be
the Designated Partners of the LLP to carry on the partnership business as a
Limited Liability Partnership (LLP) registered under the provisions of the
Limited Liability Partnership Act, 2008 together with Limited Liability
Partnership Rules, 2009 and subsequently modification(s) thereto.

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HEREIN AS FOLLOWS:

Definitions: In this Agreement unless the context otherwise requires:-

a. “Accounting year” means the financial year as defined in Section 2(l) of the
Limited Liability Partnership Act, 2008.

b. “Act” or “LLP Act” means the Limited Liability Partnership Act, 2008.

c. “Partner” means the party of the First Part and party of the Second Part agreed
to become Partners in the LLP in accordance with this LLP Agreement or any
person or body corporate who admits to become partner in future in the LLP
in accordance with LLP Agreement.

d. “Designated Partner” means any partner designated as such pursuant to

Section 7 of the Act.

e. “LLP” means the limited liability partnership formed pursuant to this LLP
Agreement.

f. “LLP Agreement” means this Agreement or any supplement thereof

determining the mutual right, duties and obligations of the partner in relation
to each other and in relation to LLP.

Page | 3
1. Name: Limited Liability Partnership shall be carried on in the name and style of
“ASTRALGAZE TECHNOGLOBAL SERVICES LLP” (LLP Identification
Number: ACM-0970) and hereinafter called as “the LLP”.

2. Address of Registered Office:

The Limited Liability Partnership shall be carried on at the under mentioned

address, which shall also be its registered office at “C/o Pradip Das, Beharilal
Pally, Anulia, Satigachha, Anulia, Nadia, Ranaghat, District: Nadia, Pin:
741255 West Bengal, India”. The business shall also be carried from such other
places as may be mutually decided by the partners from time to time.

The LLP may change its registered office by following the procedure as laid down
in the said Act and with the consent of the Designated Partners.

The LLP, may in addition to the registered office address, may use any other
address for the purpose of correspondence as its address for service of
documents, under sub-section (2) of section 13 of LLP Act, 2008 with the consent
of the partners

3. Business:

(i) Main Business:

1. To carry on the business of Software designing, development,

customization, implementation, maintenance, testing and
benchmarking, designing, developing and dealing in computer
software and solutions, gaming and entertainment Software and to
import, export, sell, purchase, distribute, host (in data centers or over
the web) or otherwise deal in own and third party computer software
packages, programs and solutions, and to provide internet / web
based applications, services and solutions, provide or take up
Information technology related assignments on sub-contracting basis,
offering services on-site/ offsite or through development centers
using owned /hired or third party infrastructure and equipment,
providing solutions/ Packages/ services through applications
services provider mode via internet or otherwise, to undertake IT
enabled services like data processing, Back office processing, data
warehousing and database management.

Page | 4
2. To carry on the business of dealing and maintenance of computer
hardware, computer systems and assemble data processors, program
designs and to buy, sell or otherwise deal in such hardware and
software packages and all types of tabulating machine, accounting
machines, calculators, computerized telecommunication systems and
network, software for gaming and entertainment their components,
spare parts, equipments and devices and to carry on the business of
establishing, running and managing institutions, school, and
academics for imparting education in computer technology, offering
equipment, solutions and services for networking and network
management, data centre management and in providing consultancy
services in all above mentioned areas.

3. To develop, provide, undertake, design, import, export, distribute and

deal in Systems and application software for microprocessor based
information systems, off shore software development projects,
internet service provider, and solutions in all areas of application
including those in Emerging niche segments like Internet and Intranet
website applications solutions software enterprise, resource
planning, e-commerce, value added products and other business
applications either for its own use for sale in India or for export
outside India and to design and develop such systems and application
software for and on behalf of manufacturers owners and users of
computer, telecom, digital, gaming & entertainment, electronic
equipments in India or elsewhere in the world.

4. 4. To carry on the business of providing outsourcing services for all

processes, sub Processes, transactions, activities and all other work
performed by business in various industries within India and across
the world. This includes those process or sub processes that are
enabled by information technology. It also includes date, voice or
video collection and processing, call centre services including in
bound and out bound calling services of all kinds, technical support,
managed data centre, managed technical centre, training centre, web
support back office, business or financial analysis, scientific analysis,
research work and analysis, storage, disaster recovery, accounting,
pay roll, inventory management, customer relationship management,
enterprises resources planning and to develop software, provide
consultancy, software solution and services that are normally offered
by the outsourcing business and information technology services
providers, the software development houses and application services
providers.

5. To offer training, consultancy, advisory and all related services in all

areas of information technology including computer hardware and
software, data communication, telecommunications, manufacturing
and process control and automation, artificial intelligence, natural

Page | 5
 language processing and to undertake research and development,
promote excellence and leadership and computer science, modern
mathematics, vedic methodology, vedantic philosophy and universal
and eternal value premises and to provide for such research and
development including conducting and participating in seminars,
workshops, exhibitions, conferences and the like and to obtain
technical know-how, literature, brochures, technical data etc. from
abroad and export/disseminate them to other countries and engage
in manpower recruitment for overseas requirements and also bring in
necessary skilled personnel into the country and to develop, market,
implement systems and application software packages and related
products for Indian and export markets to conduct software and
hardware courses, to offer consultancy including hardware selection,
system design, manpower selection, software development,
implementation and training and to spread computer literacy and
computer aided education in rural and urban areas through
application of modern techniques, media communications and to
operate data and information processing centers and to render all
such services as are required by the customers in relation to
processing of information and also in the interpretation, application
and use of processed data.

(ii) Incidental or ancillary powers:

Following powers shall be incidental or ancillary to the attainment of main

business of LLP as indicated in Incorporation Document. LLP can exercise
those powers as and when required.

1. Obtaining rights, privileges, contracts, licenses, intellectual property

rights, authorizations, permissions from Government or any other
authority, company or person to carry out the business of LLP.

2. Takeover any running firm, concern, LLP or body corporate carrying on

similar business at a price mutually agreeable or to amalgamate with any
other LLP or company or body corporate having objects similar or
compatible to those of the LLP.

3. Become partner of another LLP or member of any company.

4. Enter into compromise & arrangement with any person, LLP, Company
or body corporate subject to the compliance of LLP Act for the time being
enforced.

Page | 6
 5. Enter into arrangement for sharing of profits, union of interest,
cooperation or joint venture with any person, LLP or company or body
corporate.

6. Acquire or dispose of movable or immovable property, enter into

agreement for purchase, sale or disposal of movable or immovable
property.

7. Open, operate and close bank accounts, give and obtain guarantees,
borrower from banks, financial institutions or any other person on
providing security or without security, invest surplus funds of LLP in
appropriate avenues.

8. Institute or defend any suit or show cause notice before any adjudicating
authority, Appellate Authority, Tribunal or Courts, to appoint
consultants, advocates and authorized representatives for representing
LLP.

9. Grant general or special power of attorney to any person for purpose of

business of LLP.

10. Purchase, sale and to deal in Stocks, Shares, debentures, bonds or other
securities of body corporates, mutual funds, co-operative society,
Government organization incorporated in India or abroad for investment
purpose.

11. Do all such act and things as may be necessary to carry out businesses of
the LLP. However, no change may be made in the nature of business of
the Limited Liability Partnership without the consent of the partners
unanimously.

4. Initial Partners: The parties herein shall be the initial partners.

5. Duration: The LLP shall commence from the date of registration and shall
continue to operate in accordance with the provisions of LLP Act and rules
framed there under and this Agreement.

Page | 7
 6. Contribution: The contribution of the LLP shall be Rs. 1,00,000/-
(Rupees One Lakh only) which shall be contributed by the designated
partners in the following proportions.

CONTRIBUTION
DIN NO NAME DESIGNATION
(Rs.)
DESIGNATED
03499517 SUJOY ROY 60,000
PARTNER

DESIGNATED
10958574 PRADIP DAS 40,000
PARTNER

TOTAL 1,00,000

Further contribution, if any required by the LLP shall be brought by the partners
subject to the approval in partners meeting.

7. REFUND OF CONTRIBUTION: The Contribution of Partners will not be

refundable except:

(i) In case of death, retirement, expulsion or cessation of the said Partner.

(ii) Winding up of the LLP

8. Number of Designated Partners: The maximum number of designated partners

appointed or to be appointed for the LLP shall be as mutually decided by the
partners of the LLP from time to time unanimously

9. Common Seal:

a. The LLP shall have a Common Seal and the same shall be laid before and
adopted at the partners meeting mentioned hereinabove and the Common
Seal shall be affixed to any document or contract as may be required with the
approval of and in the presence of the Designated Partners of the LLP on each
occasion and the same shall be recorded chronologically in the Seal Book
maintained for the purpose under their signatures.

b. The Designated Partners shall provide for and ensure the safe custody of the
Seal of the LLP.

Page | 8
 c. The Seal shall not be affixed to any instrument except by the authority of the
Designated Partners and except in the presence of the Designated Partners,
who shall sign every instrument to which the Seal is affixed

10. Audit: The Statement of Accounts and Solvency of LLP made each year shall be
audited, if applicable as per LLP Act for the time being enforced by a qualified
Chartered Accountant in practice in accordance with the rules prescribed under
the LLP Act. It shall be the responsibility of the designated partners of the LLP to
comply with the same, if applicable, under the aforesaid Act.

11. Annual Return: The LLP shall file an annual return up to 31st March each year,
duly authenticated with, with the Registrar within 60 (sixty) days of closure of
its financial year in accordance with the LLP Act. It shall be the responsibility of
the designated partners of the LLP to comply with the same.

12. Drawings: Each partner may draw out of the partnership funds as drawings
from the credit balance of his income account. Such drawings shall be duly
accounted for in the yearly settlement of accounts and divisions of profits of the
LLP at the end of each financial year.

13. Interest on Capital or Loan: Interest to be charged at such rates as may be

mutually agreed upon shall be payable on the capital contributed or loan given
by the partners subject to the provisions of section 40(b) of the Income tax Act,
1961 and other applicable provision(s) for the time being enforced.

14. Remuneration: Remuneration to the working partners will be given as much

mutually decided by all the working partners as per the unanimous resolution
passed by the partners depend upon efforts and time given by the partner.
However, Salary limit may be further increase or decrease as much mutually
decided by all the working partners in the meeting, subject to maximum under
section 40(b) as amended as per Income tax Act, 1961.

15. Business transaction of partner with LLP: A partner may lend money to and
transact other business with the LLP, and in that event the Partner shall have the
same rights and obligations with respect to the loans or other business
transactions as a person who is not a Partner.

Page | 9
16. Profits: The net profits of the LLP shall be divided in the following proportions:

% OF PROFIT
DIN NO NAME DESIGNATION
SHARING
DESIGNATED
03499517 SUJOY ROY 60.00%
PARTNER

DESIGNATED
10958574 PRADIP DAS 40.00%
PARTNER

TOTAL 100%

17. Losses : The losses of the LLP including loss of capital, if any, shall be borne and
paid by the partners in the following proportions:

% OF PROFIT
DIN NO NAME DESIGNATION
SHARING
DESIGNATED
03499517 SUJOY ROY 60.00%
PARTNER

DESIGNATED
10958574 PRADIP DAS 40.00%
PARTNER

TOTAL 100%

18. Bankers: The Partners of the LLP unanimously select the Bank as agreed upon.

19. Accounting year - The accounting year of the LLP shall be from 1st April of the
year to 31st March of subsequent year. The first accounting year shall be from
the date of registration of LLP till 31st March of the subsequent year.

20. Place of keeping books of accounts: The books of accounts of the LLP shall be
kept at the registered office of the LLP and other business place of the LLP for
the reference of all the partners.

21. Division of Annual profits of LLP: As soon as the Annual Statements of

Accounts and Solvency signed by the Partners and the same duly audited and the
auditor rendering his report thereon, if applicable, the net profits, if any, of the

Page | 10
 LLP business, shall be divided between the partners in the proportion specified
in and in accordance with the provisions of this Agreement.

22. Immovable Properties: The immovable properties purchased by the LLP shall
be clear, marketable and free from all encumbrances.

23. Intellectual Property : All brand names, logos, trademarks, etc. whether
registered or not, belonging to or used by the LLP for any project undertaken by
the LLP shall belong solely exclusively absolutely to the LLP.

24. Admission of New Partner:

i. New partner(s) may be introduced with the consent of all the existing
partners. Such incoming partner(s) shall give his prior consent to act as
Partner of the LLP.
ii. The contribution of the new partner may be tangible, intangible, moveable or
immoveable property and the incoming partner shall bring minimum
contribution as mutually agreed by all the partners.
iii. The profit sharing ratio of the incoming partner will be mutually decided
between the existing partners and proposed partner.

25. Rights of Partner

i. All the partners hereto shall have the rights, title and interest in all the assets
and properties in the LLP in the proportion of their respective profit sharing-
ratio.
ii. The partners shall take part in the day to day management of the LLP.
iii. The partners shall Pledge/ hypothecate/ mortgage assets of LLP for
borrowing money for the purpose of the business of the LLP as permissible
iv. Every partner has a right to access and inspect the books of accounts of the
LLP.
v. Each of the parties hereto shall be entitled to carry on their own, separate and
independent business as hitherto they might be doing or they may hereafter
do as they deem fit and proper and other partners and the LLP shall have no

Page | 11
 objection thereto provided that the said partner has intimated the said fact to
the LLP before the start of the independent business.
vi. On retirement of a partner, the retiring partner shall be entitled to get full
payment in respect of all his rights, title and interest in the LLP as herein
provided. However, upon insolvency of a partner, his or her rights, title and
interest in LLP shall come to an end.
vii. Upon the death of any of the partner/s herein any one of his or her heirs will
be admitted as a partner of the LLP in place of such deceased partner/s and
the heirs, executors and administrators of such deceased partners shall be
entitled to and shall be paid the full payment in respect of the right, title and
interest of such deceased partner/s.
viii. On the death of any partner, if his /her heir/s and/or legal heir/s opt not to
become the partner, the surviving partners shall have the option to purchase
the contribution of the deceased partner in the firm.

26. Duties of Partners

i. Each partner shall be just and faithful to the other partners in all transactions
relating to the LLP.
ii. Each partner shall render true accounts and full information of all things
affecting the limited liability partnership to any partner or his/her legal
representative/s
iii. Every partner shall be accountable to the limited liability partnership for any
benefit derived by the concerned partner without the consent of the LLP for
any transaction concerning the limited liability partnership.
iv. Every partner shall indemnify the limited liability partnership and the other
existing partners for any loss caused by his/her fraudulent activity in the
conduct of the business of the limited liability partnership.
v. In case any of the partners of the LLP desires to transfer and/or assign his
right, interest or share in the LLP he can transfer the same with the consent of
all the other partners.
vi. No partner while he/she is a partner for the time being of the LLP shall
without the written consent of other partners:

Page | 12
(a) commit to buy any immovable property for the LLP ,
(b) submit a dispute relating to business of LLP business to arbitration,
(c) transfer, assign, mortgage or charge his or her share in the LLP or
any asset or property thereof or make any other person a partner
therein;
(d) withdraw a suit filed on behalf of LLP ;
(e) admit liability in a suit or proceedings against LLP;
(f) share business secrets of the LLP with outsider/s;
(g) remit in whole or part debt due to LLP;
(h) open a banking account on behalf of LLP in his/her name;
(i) give any unauthorized security or promise for the payment of
money on account on behalf of the LLP except in the ordinary
course of business;
(j) draw or accept or endorse unauthorizedly any bill of exchange or
promissory note on LLP’s account;
(k) lease, sell, pledge or do other disposition of any of the LLP’s
property otherwise than in the ordinary course of business;
(l) do any act or omission rendering the LLP liable to be wound up by
the Tribunal;
(m) derive any profits from any transactions of the LLP or from the use
of its name, resources or assets;
(n) do any act that may conflict his/her interest with the interest of
LLP or any of its other partners;
(o) take hire or dismiss any apprentice/servant/agent of LLP (except
in case of gross misconduct);
(p) lend any money or deliver upon credit any of the goods of LLP to
any person whom the other partner/s had previously been in
writing, forbidden to trust;
(q) secure unauthorizedly surety and/or guarantee for any one by
encumbering or otherwise charging or pledging the properties and
assets of the LLP;
(r) enter into any partnership, joint venture, float any subsidiary LLP
or Company with LLP being the promoter or acquirer of interest or
control of the former;

Page | 13
 (s) commit to compromise or relinquish any claim in whole or in part
of the LLP;

27. Duties/Responsibilities of Designated Partners:

i. the designated partners shall devote their whole time and attention to the
LLP business diligently and faithfully by employing themselves in it, and
carry on the business for the greatest advantage of the LLP;
ii. the designated partners shall be responsible for the doing of all acts, matters
and things as are required to be done by the LLP in respect of compliance of
the provisions of this Act including filing of any document, return, statement,
report and other ancillary work pursuant to the provisions of Limited
Liability Partnership Act, 2008;
iii. protect the property and assets of the LLP;
iv. upon every reasonable request, inform the other partners of all letters,
writings and other things which shall come to their hands or knowledge
concerning the business of the LLP;
v. punctually pay their separate debts to the LLP if any, as they fall due and
indemnify LLP or other partners towards charges or costs incurred to
protect the assets of the LLP against any failure to do so;
vi. the designated partners shall be responsible for the doing of all such other
acts arising out of this agreement;
vii. The limited liability partnership LLP shall indemnify each partner in respect
of payments made and personal liabilities incurred by the concerned
partner:

(i) in the ordinary and proper conduct of the business of the LLP;
(ii) in or about anything necessarily done for the preservation of the
business or property of the LLP;

28. Liability Of Partners:

Page | 14
 Subject to the provisions of the Act, the liability of the Partners to this LLP
Agreement shall be limited to the Contribution committed by them to the LLP.

29. Cessation of Existing Partner/s:

(i) Partner may cease to be partner of the LLP by giving a notice in writing of
not less than 30 (thirty) days to the other partners of his intention to resign
as partner.
(ii) Majority of partners can expel any partner in the situation where the
concerned partner has been found guilty of carrying on activity/business
of LLP for fraudulent purpose.

30. Indemnity:
(i) The LLP shall indemnify each partner in respect of payments made
and personal liabilities incurred by him.

a. In the ordinary course and proper conduct of the business of the LLP;
or
b. In or about anything necessarily done for the preservation of the
business or property of the LLP.

(ii) The LLP 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 LLP, except in the
event of gross negligence or willful misconduct of the partner or officer
seeking indemnification.

(iii) Each partner shall indemnify the LLP and the other partner for any loss
caused to it by his unauthorized acts or any fraud committed by him in the
conduct of the business of the LLP.

31. Every Partner and any other person employed in the business of the LLP shall,
before entering upon his duties, sign a Declaration pledging himself to observe
strict secrecy and confidentiality in respect of all transactions of the LLP with its
customers/clients and the Statements of Accounts with individuals and in
matters relating thereto and shall by such Declaration pledge himself not to
reveal any of the matters which may come to his knowledge in the discharge of
his duties except when required to do so by mutual consent of the Partners and

Page | 15
 except so far as may be necessary in order to comply with the provisions of the
said Act and/or otherwise of law.

32. Meeting -

(i) The meeting of designated partners may be called by giving seven days notice.
In case of any urgent meeting is called, the notice clause is to be rectified by all
the partners.
(ii) The matter discussed in the LLP’s meeting shall be decided by a resolution
passed by a majority of the Partners based on their profit sharing ratio i.e.
voting shall be as per the profit sharing ration of the Partners.
(iii) The meeting of the partners may be called by sending seven days prior notice
to all the partners at their residential address or in case of urgent meeting, the
same can be called by telephonic conversation but the notice requirement is to
be rectified by all the partners.
(iv) The meeting of partners shall ordinarily be held at the registered office of the
LLP or at such other place as per the convenience of partners.
(v) Every LLP shall ensure that decisions taken by it are recorded in the minutes
within thirty days of taking such decisions and are kept and maintained at the
registered office of the LLP.

33. The LLP can be wounded up with the consent of all the partners subject to the
provisions of LLP Act.

34. Termination and Dissolution: The LLP Agreement may be terminated or the
LLP may be dissolved with the consent of all the partners subject to the
provisions of the LLP Act.

Page | 16
35. Alteration of LLP Agreement:

a. Notwithstanding anything stated or provided herein the Partners hereto

have full powers and discretion to modify, after or vary the terms and
conditions of the Partnership Agreement in any manner whatsoever they
think fit by mutual consent, which shall be reduced to writing to be signed
by the partners and shall be duly registered.

b. With respect to any matter connected with the affairs of the LLP, which is
not specifically provided for herein, the partners may make such
agreements therefore and may set in such manner with regard thereto as
may be agreed upon by and between themselves.

c. The partners shall be entitled to modify the above terms relating to

remuneration, interest, etc. payable to partners by executing a
supplementary Agreement and such deed when executed shall have effect
unless otherwise provided from the first day of accounting period in which
such Agreement is executed and the same shall form part of this LLP
Agreement.

d. Where there is a change in constitution of Partnership (either due to

change in profit/loss sharing ratio between the partners or due to
admission of a partner or otherwise) a fresh Agreement shall be drawn up
to give effect to the said reconstitution.

e. No alteration to or amendment or change in this LLP Agreement including

any change of business of the LLP shall be valid or effective or binding upon
the Partners or the LLP unless reduced to writing as a Supplemental to this
Agreement and duly signed and accepted by the Partners of the LLP as on
the relevant date of alteration, amendment or change.

Page | 17
36. Miscellaneous Provisions:

a. Each party shall be responsible and liable for and shall pay their
separate/respective debts, taxes, dues and liabilities and shall indemnify
the other from any liability claims and demands made on the other/ the
LLP on account of non-payment of such taxes /debts /dues / liabilities.

b. The partners shall be entitled to claim any money or money’s worth paid
for or on behalf of the LLP. Any expense incurred exclusively for the LLP
shall be reimbursed in total. Including pre-incorporation expenses.

c. This Agreement represents the entire agreement between the parties and
no modifications shall be valid and binding unless reduced to writing and
signed by the parties.

d. If any provision of this Agreement is held to be void or declared illegal,

invalid or unenforceable for any reason whatsoever, then only that
provision shall be severable and divisible from this Agreement and shall be
deemed to stand deleted and the validity of the remaining provisions and
otherwise of this Agreement shall not be affected. If any such deletion
materially affects the interpretation of this Agreement, the parties shall use
their best endeavors to negotiate in good faith with a view to agreeing a
substitute provision as closely as possible reflecting the commercial
intention of the parties.

e. Any relaxation/delay made/ shown by any party in exercising his rights

against the other shall not be deemed and/or construed to be waiver of any
such rights and shall not prejudice the rights and remedies of such party in
any manner whatsoever.

f. Any notice by any Partner to the LLP may be given by addressing and
dispatching the same to the LLP by RPAD/Courier to the registered office
of the LLP or by Hand Delivery thereat.

g. Any notice to a Partner shall be deemed to have been sufficiently given by

the LLP/ the other Partner by addressing and dispatching the same to such
Partner by RPAD/Courier to or by Hand Delivery at his usual or last known
address in India.

Page | 18
37. Severability: This Agreement constitutes the entire understanding/agreement
between the parties taking precedence over and superseding any prior or
contemporaneous oral or written understanding. Unless otherwise provided
herein, this Agreement cannot be modified, amended, rescinded or waived, in
whole or part, except by a written instrument signed by all the parties to this
Agreement. The invalidity or unenforceability of any terms or provisions of this
Agreement shall not affect the validity or enforceability of the remaining terms
and provisions of this Agreement, which shall remain in full force and effect.

38. First Schedule: The provisions of the First Schedule of the LLP Act shall apply
to LLP except to the extent modified by this Agreement.

39. Arbitration: In the event of any dispute or differences arising between the
parties hereto either touching or concerning the construction, meaning or effect
of this Agreement or the respective rights and liabilities of the parties hereto, or
their enforcement thereunder, it shall be first settled amicably through
discussions between the parties and if not resolved then otherwise referred to
the arbitration of a Sole Arbitrator if agreed upon, failing which to the Sole
Arbitrator as appointed by the Court in accordance with the provisions of
the Arbitration and Conciliation, Act 1996.

Page | 19
IN WITNESS WHEREOF THE SETTLER AND THE FIRST TRUSTEES the parties
hereto have hereunto seen and subscribed their respective hands, on the day,
month and year first mentioned hereinabove.

Witness:
In the presence of:
________________________
SUJOY ROY
1. Designated Partner
DIN: 03499517
Address: 55/1, Khirki Bagan Lane, Ranaghat,
District: Nadia, Pin: 741201, West Bengal .

2. ________________________
PRADIP DAS
Designated Partner
DIN: 10958574
Address: Biharila Pally, Anulia, Satigachha,
Ranaghat, District: Nadia, Pin: 741255, West
Bengal .

Date: 19th February, 2025

Place: Ranaghat

Page | 20