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ADMISSION CUM RETIREMENT DEED

THIS DEED OF PARTNERSHIP is made and entered into Mumbai on this 1st day
of August, 2019 between Mr. Karan Suresh Sharma, Indian Inhabitant of Mumbai,
residing at 401, Suruchi Bldg, Rajan Pada, Near Mittal College, Malad (West), Mumbai-
400064 (which expression shall unless repugnant to the context or meaning thereof
include his heirs, executors, administrators and assigns) hereinafter called as Retiring
Partner of the FIRST PART, Mr. Chaitanyaa Desai, Indian Inhabitant of New Delhi,
residing at 1st Floor, 3A Kamla Nagar, New Delhi-110007 (which expression shall unless
repugnant to the context or meaning thereof include his heirs, executors, administrators
and assigns) hereinafter called as Retiring Partner of the SECOND PART and Mr.
RAJIV SETIA Indian Inhabitant of New Delhi, residing at 61, Kiran Vihar, Opp.
Rishabh Vihar, Near Jain Mandir, Kardardooma, Delhi- 110092. (Which expression
shall unless repugnant to the context or meaning thereof include her heirs, executors,
administrators and assigns) hereinafter called as Incoming Partner of the THIRD PART
and Mrs. SIRISHA BHALLA Indian Inhabitant of Punjab, residing at 79-B Green
Avenue, Amritsar Punjab-143001, (which expression shall unless repugnant to the
context or meaning thereof include her heirs, executors, administrators and assigns)
hereinafter called as Incoming Partner of the FOURTH PART.

WHEREAS THE PARTIES REFERRED under First and Second Part above were
doing business under franchisee of “Keventers” under the Sub-Franchisee Agreement
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27th February, 2017 (Selling of different types of milkshakes at the shop located Shop
No.51, Raj Arcade, Mahavir Nagar, Kandivali West, Mumbai-400067 in execution of
the Leave and License Agreement dated 22nd February, 2017 in partnership under the
firm name and style of M/s. ZENITH ENTERPRISE registered address 401, Suruchi
Bldg, Rajan Pada, Near Mittal College, Malad (West), Mumbai-400064 on the terms and
condition recorded in the deed of partnership dated 3rd day of November, 2016.

WHEREAS due to lack of time and convenience party at First and Second part has
decided to transfer whole business as going concern to party at Third and Fourth Part at
mutually agreed consideration of Rs.13,80,000/- (Rs. Thirteen Lacs and Eighty
Thousand Only).

AND WHEREAS the parties hereto have deemed it expedient to reduce to writing and
are desirous of recording the terms and conditions governing their relationship inter se.

NOW THIS REVISED DEED WITNESS AS FOLLOWS:

1. The Retiring Partner doth hereby declares and confirm that they have/ will be retired
from the business closing hours of 31st July, 2019 and Incoming Partner will continue
the existing business under the name and style of M/s ZENITH Enterprise at their
new principal address Shop no. 51, Ground Floor, Raj Arcade, Mahavir Nagar,
Kandivali West, Mumbai – 400067 with effect from August 1, 2019.

The Incoming Partners doth hereby admits and acknowledges that, all amount
outstanding to the credit of the Retiring Partner in the accounts of the said firm M/s.
ZENITH ENTERPRISE, including amount of fixed/current capital, interest and share of
profits/remuneration of the Retiring Partner in the said firm up to the date of retirement
will be settled mutually and at agreed consideration of Rs.13,80,000/- (Rs. Thirteen Lacs
and Eighty Thousand Only). Retiring Partner has also accepted/agreed to the above
treatment to his all credits in the said firm.
2. The Retiring Partner doth hereby assign, release and transfer unto the Incoming
Partners all his share, right, title and interest in all the said firm of M/s. ZENITH
ENTERPRISE and in all the properties (If Any), assets, effects, securities, permits,
licenses, quota rights, trade name and goodwill and deposits paid and properties (if
any) due to the said firm TO HOLD the same unto the Incoming Partners absolutely.
The Retiring Partner do hereby agree and confirm to clear/pay all the respective
debts, dues, outstanding bills, rents, taxes (direct and indirect) towards any vendor,
party or institution till the period of 31st July, 2019, and in case of any such bills or
claims mentioned herein coming up for the business period till 31st July, 2019 the
Retiring Partner will be liable and under obligation to settle and or pay for the same
respectively.
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3. The Incoming Partners from the date of this deed doth hereby release the Retiring
Partner from all Actions, claims and demands in relation to the said partnership with
subject to the liability under clause no. 3 herein above.

4. The Incoming Partners shall be entitled to collect all the assets of the said partnership
and to demand, sue for, recover, receive and give full and effectual receipts and
discharge for all the debts and effects of or due or arising or belonging to the said
partnership and to settle all the accounts relating to any of the said claims and to
institute and to prosecute and suits, actions or other proceedings for compelling
payment or delivery thereof with effect from the business opening hours of 1st
August,2019 and further.

5. In order to enable the Incoming Partners to get in and receive the partnership estate,
assets, effects and premises, the Retiring Partner doth hereby irrevocably appoint the
Incoming Partners and each of them jointly and severally their true and lawful
attorneys in their names solely or jointly with and/or in the said firm of M/s. ZENITH
ENTERPRISE.

6. The Incoming Partners do and each of them doth hereby jointly and severally
covenant with the Retiring Partner that they will at all times hereafter bear and pay
and discharge all the debts and liabilities of the said firm for the business from dated
1st August, 2019 and indemnify and keep indemnified the Retiring Partner from all
actions, proceedings, claims, costs, charges, expenses and demands in respect thereof
for the business operations after 1st August, 2019

7. The Retiring Partners do and each of them doth hereby jointly and severally covenant
with the Incoming Partner that they will at all times hereafter bear and pay and
discharge all the debts and liabilities of the said firm for the business dated till 31st
July, 2019 and indemnify and keep indemnified the Incoming Partner from all
actions, proceedings, claims, costs, charges, expenses and demands in respect thereof
for the business operations before 1st August, 2019.

8. The parties hereto state and declare that the business of the partnership shall be
continued to be carried on uninterrupted in the name and style of M/s ZENITH
ENTERPRISE or in such other name and/or names as may be agreed upon mutually
from time to time.

9. It is also agreed by and between the parties hereto that the following Incoming
partners (hereinafter referred to as working partners) shall devote their time and
attention to conduct the affairs of the firm, as the circumstances and business needs
may require.
1. RAJIV SETIA
2. SIRISHA BHALLA
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10. The total remuneration payable to the working partners shall be worked out as under:
In case of loss or book profit up to Rs. Rs. 1, 50,000/- or 90% of the book-profit
300,000/- for the year. whichever is higher.
On the amount of book profit exceeding 60% of Balance Book Profit (i.e. in excess
Rs. 3, 00,000/-. of Book Profit of Rs.3,00,000 /-)

Explanation: For the purpose of this clause, the expression “Book Profit” shall mean the
book profit as defined in Section 40 (b) of the Income Tax Act, 1961 or any statutory
modification or re-enactment thereof, for the time being in force.
Such total remuneration shall be paid to the working partners in their profit sharing ratio,
that is to say:
1. RAJIV SETIA 50%
2. SIRISHA BHALLA 50%

The remuneration payable to the working partners as above shall be credited to their
respective accounts on ascertainment of book-profits. The partners shall be entitled to
withdraw any amount during the year from the partnership towards their yearly remuneration
from time to time as may be decided by the partners by mutual consent.

11. The partners shall be entitled to modify the above terms relating to remuneration,
interest etc., payable to the partners by executing a supplementary deed and any such
deed when executed shall have effect, unless otherwise provided, from the first day
of the accounting period in which such supplementary deed is executed and the same
shall form of this deed of partnership.

The net profits and/or losses of the Partnership business after the payments of all expenses
including remunerations to the partners shall be divided between and borne by the partners
in following proportions:
1. RAJIV SETIA 50%
2. SIRISHA BHALLA 50%

12. Existing all other terms and conditions of partnership embodied in the Deed of
Partnership dated 03/11/2016 shall, notwithstanding the present agreement continue
to remain in full force and effect and shall bind and regulate the relations of the
parties hereto except in so far as the same shall necessarily be modified or affected
by this agreement.

13. It is agreed between all parties to the deed, that retiring partners will no longer be
held liable legally or otherwise for any act done by incoming partner after signing
date of this deed i.e. dated 31st July 2019.

14. That the retiring partner/s shall withdraw their capital balance by whatever name
called either fixed or current, including any loan outstanding in their name from the
firm and revised capital of the firm for carrying on such business shall be contributed
by the incoming partner/s in such manner as they mutually decide from time to time
and as agreed upon. Further they may arrange funds from outside also. The partners
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shall be entitled to simple interest @ 12 % per annum on their capital contribution or

as per the limit prescribed under the provisions of Income Tax Act, 1961 accordingly.

15. That the bank account(s) shall be operated by incoming partner on the third and
and/or fourth part either jointly or in the manner they instruct the bankers for this
purpose and or by appointing an authorized signatory. Further they may open one or
more bank account(s) with any nationalized / scheduled bank within the meaning of
Banking Regulation Act, 1949 for running the business of the firm and the same be
operated in the manner as mentioned above."

16. That the incoming partners may authorize or appoint any person, individual,
institution, consultant or company etc., to do execute and perform all acts, deeds,
matters and signing of the required business documents and other documents/forms
as required on behalf of the ZENITH ENTERPRISES, executing or
tendering/submitting any other documents, certificates, records that are required to
be submitted, signed for the purpose of business operations including doing all the
Bank transactions in manual and online mode as and when required for the business
operations. Also, can appoint consultant, business experts etc., to operate business
on behalf of the incoming partners.

17. That in case of loss, interest on capital and remuneration to exiting partner/s to be
provided or not shall be at the discretion of the incoming partners.

Dispute Resolution and Jurisdiction

1. Any dispute, controversy or claims arising out of or relating to this Agreement or the
breach, termination or invalidity thereof, shall be settled by arbitration in accordance
with the provisions of the [Indian] Arbitration and Conciliation Act, 1996.

2. The arbitral tribunal shall be composed of Sole Arbitrator or by the Arbitrator

appointed by mutual consent.

3. The place of arbitration shall be at MUMBAI and any award whether interim or final,
shall be made, and shall be deemed for all purposes between the Parties to be made
in MUMBAI.

4. The arbitral procedure shall be conducted in the English language and any award or
awards shall be rendered in English. The procedural law of the arbitration shall be
Indian law.

5. The award of the arbitral tribunal shall be final, conclusive and binding upon the
Parties, and the provisions of the [Indian] Arbitration and Conciliation Act, 1996
shall apply.
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6. The rights and obligations of the Parties under, or pursuant to, this Clause, including
the arbitration agreement in this Clause, shall be governed by and be subject to Indian
law, and the agreement shall be subject to the exclusive jurisdiction of the courts at
MUMBAI.

IN WITNESS WHEREOF the parties hereto have

unto set and subscribed their respective hands the
day and year first hereinabove written.

SIGNED AND DELIVERED by the within named

MR. Karan Suresh Sharma (Retiring Partner)
SIGNED AND DELIVERED by the within named
MR. Chaitanyaa Desai (Retiring Partner)
SIGNED AND DELIVERED by the within named
MR.RAJIV SETIA (Incoming Partner)
SIGNED AND DELIVERED by the within named
MRS. SIRISHA BHALLA (Incoming Partner)

In the presence of Witness

1.__________________ 2. ___________________