LIMITED LIABILITY PARTNERSHIP AGREEMENT

(As per Section 23(4) of LLP Act, 2008)

THIS Agreement of Limited Liability Partnership (LLP) made at Bangalore on this

19th day of September, 2021

BETWEEN

1. Mrs. Usha B. Maniar, mother of Mr. Ketan Maniar, aged about 80 years, residing at
4023, 6th cross, 7th block Jayanagar west, Bangalore India- 560082, hereinafter referred
to as the FIRST PARTY,

AND

2. Mr. Saiprasad S. Yatagiri, son of Mr. Sunil H Yatagiri, aged about 26 years, resident
of #304, 3rd floor pent house, 5th Main Road AECS layout B block, Singasandra,
India- 560068, hereinafter referred to as the SECOND PARTY, and

AND

3. Mr. Vrushabh S Rokhade, son of Mr. Sheethal S Rokhade, aged about 26 years,
resident of Ratnatraya Nilay, Market Main Road ,Kasaba Oni, Nargund , India-
582207, hereinafter referred to as the THIRD PARTY,

(THE FIRST, SECOND PARTY AND THIRD PARTY SHALL BE COLLECTIVELY

REFERRED TO AS “PARTNERS” OR “PARTIES”)

NOW the First, Second and Third parties are interested in forming a Limited Liability
Partnership under the Limited Liability Partnership Act, 2008 and they intend to write
down the terms and conditions of the said formation and

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

1. A Limited Liability Partnership shall be carried on in the name and style of Packlab
LLP, hereinafter referred to as “the LLP”.

2. The LLP shall have its registered office at , India, and/or at such other place or
places, as shall be agreed to by the majority of the partners from time to time.

3. The contribution of the Partners shall be Rs. 3,00,000/- (Rupees Three Lakh Only)
which shall be contributed by the Partners in the manner specified below.

1
 1. Mrs. Usha B. Maniar Rs. 1,00,000/- (Rupees One Lakh Only)

2. Mr. Saiprasad S. Yatagiri Rs. 1,00,000/- (Rupees One Lakh Only)

3. Mr. Vrushabh S Rokhade Rs. 1,00,000/- (Rupees One Lakh Only)

Further contribution, if any required by Packlab LLP, shall be brought by the

partners in their profit sharing ratio.

Each partner's contribution to or capital withdrawal from the partnership shall be

credited or debited, respectively, to that partner's capital account.

Profit Sharing Ratio is as follows:

1. Mrs. Usha B. Maniar 33.33%

2. Mr. Saiprasad S. Yatagiri 33.33%

3. Mr. Vrushabh S Rokhade 33.33%

4. The LLP shall have a common seal to be affixed on documents as defined by

Partners under the signature of any of the Designated Partners. All Partners
authorized to enter into, execute and sign all agreements, contracts, deeds,
documents and other papers on behalf of the LLP subject to the terms and
conditions as described hereinbelow.

5. The business of the LLP shall be as follows:

a) To carry on in India or elsewhere, the business of Manufacture of Packaging

material.

b) Notwithstanding herein to the contrary, nothing set forth herein shall be

construed as authorizing the partners to process any purpose or power to do any
act or thing, forbidden under the LLP Act, 2008.

Admission of New Partner

6. No Person may be introduced as a new partner without the consent of all the
existing partners. Such incoming partner shall have to show prior written
consent to act as Partner of the LLP.

7. The Contribution of the partner(s) may be tangible, intangible, moveable or

immoveable property, or other benefits/ rights brought or by way of agreement
or contract for services, and the incoming partner(s) shall bring minimum

2
 contribution as agreed to between the existing partners and the incoming
partner(s).

8. The profit-sharing ratio of the incoming partner(s) shall be decided by the

existing partners and conveyed to the new partner(s) at the time of admission.

Rights of Partners

9. All the partners shall have the rights, title and interest in the assets of the LLP in
the proportion of their Profit-sharing ratio.

10. Every partner has a right to have access to, and to inspect and take copy of any
books of the LLP.

11. The LLP shall have perpetual succession. Death, retirement or insolvency of any
partner shall not dissolve the LLP.

12. On retirement of a partner, the retiring partner shall be entitled to full payment
in respect of all his rights, title and interest in the partnership as provided herein.
However, upon insolvency of a partner his or her rights, title and interest in the
LLP shall come to an end. Upon the death of any of the partners herein, his or
her legitimate legal heirs shall be entitled to and shall be paid the full payment in
respect of rights, title and interest.

13. On the death of any partner, the surviving partner(s) shall have the option to
purchase the contribution of the deceased partner in the LLP and pay the amount
to the legitimate legal heirs.

14. Notwithstanding anything contained hereinabove, all the partners shall have a
right to nominate any person as their nominee, who shall become a partner in the
event of their death or incapacity to contract as per the laws in-force in India. The
nominees shall have the same rights as the initial Partners. The list of nominees is
provided herein in Annexure A.

Duties of Partners

15. Every partner shall account to the LLP for any benefit derived by him/her
without the consent of the LLP, from any transaction concerning the LLP, or
from any use by him of the property, name or any business connection of the
LLP.

3
 16. Every partner shall indemnify the LLP and the other existing partner(s) for any
loss caused to it/ them, by his fraud in the conduct of the business of the LLP.

17. Each partner shall render true accounts and full information of all things
affecting the LLP to any partner or his legal representatives.

18. In case any of the Partners of the LLP desires to transfer or assign his/her interest
or shares in the LLP he/she has to offer the same to the remaining partners by
giving 15 days’ notice. In the absence of any communication by the remaining
partners the concerned partner can transfer or assign his/her share in the market.

19. No partner shall without the written consent of the LLP-

i. employ any money, goods or effects of the LLP or pledge the credit thereof,
except in the ordinary course of business and upon the account or for the
benefit of the LLP;

ii. lend money or give credit on behalf of the LLP or to have any dealings with any
person(s), Limited Liability Partnership(s) or firm(s) whom the other partner
previously in writing have forbidden to trust or deal with. Any loss incurred
through any breach of provisions shall be made good with the LLP by the
partner incurring the same;

iii. enter into any bond or become surety or security with or for any person or do
knowingly or cause to be done anything whereby the LLP property or any part
thereof may be seized;

iv. 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;

v. compromise or compound or (except upon payment in full) release or

discharge any debt due to the LLP, except upon the written consent given by
the other partners.

Meetings

20. The meeting of the Partners may be called by sending 7 days’ prior notice to all
the partners at their residential address or by e-mail at the e-mail ID’S provided
by the individual Partners in writing to the LLP. In case any partner is a foreign
resident the meeting may be conducted by serving 15 days’ prior notice through
e-mail. Provided the meeting may be called at shorter notice, if majority of the

4
 partners agree in writing to the same either on or before the scheduled time of
the meeting.

21. The meeting of Partners shall ordinarily be held at the registered office of the
LLP or at any other place as per the convenience of partners.

22. With the written consent of all the partners, a meeting of the Partners may be
conducted through Teleconference.

23. The LLP shall ensure that decisions taken by it are recorded in the minutes
within thirty days of taking such decisions and minutes are kept and maintained
at the registered office of the LLP.

24. Each partner shall—

i. punctually pay and discharge the separate debts and engagement and
indemnify the other partners and the LLP assets against the same and all
proceedings, costs, claims and demands in respect thereof.

ii. give time and attention as may be required for the fulfillment of the
objectives of the LLP business.

Duties of Designated Partner

25. The First party and the Second Party shall act as the Designated Partners of the
LLP in terms of the requirement of the Limited Liability Partnership Act, 2008.

26. The Designated Partners shall be responsible for the execution of all acts, matters
and things as are required to be executed by the LLP in respect of compliance of
the provisions of this Act, including filing of any document, return, statement
and the like pursuant to the provisions of Limited Liability Partnership Act, 2008.

27. The Designated Partners shall be responsible for the execution of all acts arising
out of this agreement.

28. The LLP shall pay such remuneration to the Designated Partners as may be
decided by the Partners, for rendering his/her services as such.

29. 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

5
 partners and officers of the LLP, except for the gross negligence or willful
misconduct of the partner or officer seeking indemnification.

Cessation of existing Partners

30. Partner may cease to be partner of the LLP by giving a notice in writing of not
less than thirty days to the other partners of his/her intention to resign as
partner.

31. No Partners can expel any partner except in the situation where any partner has
been found guilty of carrying of activity/business of the LLP with fraudulent
purpose.

32. The LLP can be wound up with the consent of all the partners subject to the
provisions of Limited Liability Partnership Act 2008.

Extent of Liability of the LLP

33. The LLP is not bound by anything done by a partner in dealing with a person if
—

i. the partner in fact has no authority to act for the LLP in doing a particular act;
and

ii. the person knows that he/she has no authority or acts without knowing the
authority or believes without ascertaining the fact.

Miscellaneous Provisions

34. The LLP shall indemnify each partner in respect of payments made and personal
liabilities incurred by him/her—

i. in the ordinary and proper conduct of the business of the limited liability
partnership; or

ii. in or about anything necessarily done for the preservation of the business or
property of the limited liability partnership.

35. The books of accounts of the firm shall be kept at the registered office of the LLP
for the reference of all the partners.

6
 36. The accounting year of the LLP shall be from 1 st April of the year to 31 st March of
the subsequent year. The first accounting year shall be from the date of
commencement of this Limited Liability Partnership till 31 st March of the
subsequent year.

37. All funds of the LLP shall be deposited in its name in such current account or
accounts as shall be designated by the partners. Withdrawals shall be authorized
by the FIRST PARTY only..

38. All disputes between the partners or between the Partner(s) and the LLP arising
out of the Limited Liability Partnership Agreement, which cannot be resolved in
terms of this agreement shall be referred for arbitration as per the provisions of
the Arbitration and Conciliation Act, 1996 (26 of 1996).

IN WITNESS WHEREOF the parties have put their respective hands the day and year
first hereinabove written

Witnesses:

Signature:

______________________ Name: Usha B. Maniar

(First Party)
Address: 4023, 6th cross, 7th block
Jayanagar west Bangalore 560082

Signature:
_________________
(Second Party) Name: Saiprasad S. Yatagiri

Address: #304,3rd floor pent house,5th

Main road AECS layout B block,
Singasandra-560068

Signature:
_________________
(Third Party) Name: Vrushabh S Rokhade

Address: Ratnatraya Nilay , Market Main

7
 Road ,Kasaba Oni, Nargund , Dist
:-Gadag 582207

8
SCHEDULE I

9
 SCHEDULE II

ANCILLARY OR OTHER BUSINESS CARRIED ON BY

PACKLAB LIMITED LIABILITY PARTNERSHIP

(A) THE BUSINESS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE

MAIN BUSINESS ARE:

1. To enter into any arrangement and to negotiate, enter into, make and
perform contracts of every kind and description, for and on behalf of clients or to
organize for such arrangements or negotiations, with any government, central, state,
quasi-governmental, judicial, quasi-judicial, local, foreign or public body or person
or authority or with any privy individuals, firm, association, etc., as may seem
conducive and to obtain from any such government, authority, person, company or
entity any concessions, grants, decrees, rights, charters, contracts, licenses, powers
and privileges whatsoever and to work, develop, carryout, exercise and turn to
account the same for gain or otherwise.

2. To purchase, take on lease or in exchange, hire or otherwise acquire real or personal

property, moveable or immovable properties and rights or privileges necessary for
the promotion of the main objects and to construct, maintain and alter buildings and
erections necessary for the work of the LLP.

3. Subject to the applicable laws in force and other consents as may be required by law,
to borrow or raise money for the purpose of the LLP on such terms and on such
security as may be considered fit.

4. Subject to such consents as may be required by law, to sell, let out, mortgage, dispose
of or turn to account all or any of the property or assets of the LLP as may be
thought expedient, for the promotion of its objects.

5. To invest the surplus monies of the LLP not immediately required for its purpose in
or upon such investments, securities or properties, movable or immovable, as may
be considered fit, subject nevertheless to such conditions (if any) and such consents
(if any), as may for the time being be imposed or required by law and subject also as
hereinafter provided.

6. Subject to the laws in force, to borrow, raise or receive money on loan, secured or
unsecured, at interest or otherwise, in such manner as the LLP may think fit and to
secure the repayment of any such money borrowed, raised, received or owing by
mortgage, pledge, charge or lien upon all or any of the property, assets or revenues
of the LLP (both present and future), and give the lenders or creditors the power for

10
 sale and other powers as may seem expedient and to purchase, redeem or pay off
any such securities and also by a similar mortgage, charge or lien, to secure and
guarantee the performance by the LLP, other persons, firm or company, of any
obligations undertaken by the LLP or any other person, firm or company, as the case
may be.

7. Subject to the applicable laws in force, to lend and advance money or give credit to
such persons or companies and on such terms as may seem expedient, and in
particular to employees, customers and others having dealings with the LLP and to
guarantee performance of any contract or obligations and payment of money of or
by such persons or companies and generally to give guarantee and indemnity and to
invest and deal with the moneys of the LLP in such manner as may from time to
time be determined.

8. To open and maintain bank accounts and/or to draw, make, accept, endorse,
discount, execute and issue promissory notes, bills of exchange, bills of lading,
warrants, debentures, letters of credit and other negotiable or transferable
instruments.

9. To purchase, take on lease or in exchange, hire or otherwise acquire and to hold and
deal with any movable or immovable property (including actionable claims, patents,
patent rights, inventions, shares, stocks, debentures) or obligation of any LLP and to
spend money in experimenting upon, testing or improving any patents, invention or
rights, and distribution of assets or division of profits, or distribution of any such
property amongst the partners of this LLP on its winding up.

10. To undertake research and development programmes, experiments any field which
the LLP may consider useful or remunerative and conducive to the attainment of the
main objects.

11. To subcontract with any public or private entities or public-private partnerships for
the delivery of work or for the promotion and attainment of its objects.

12. To obtain or assist in obtaining patent rights or privileges for any inventions in India,
and/or elsewhere and to purchase or otherwise acquire inventions, patents, patent
rights or privileges, trademarks, designs, licenses, protections, concessions, subsidies
and other kinds of intangible or intellectual property (ies) which the LLP may think
proper to acquire, and/or pay for the same such consideration as the LLP may think
fit.

13. To subscribe, purchase or otherwise acquire and undertake all or any part of the
business, property and liabilities of any person, firm, association, LLP, Company

11
 (ies), body (ies) corporate, trust(s) or other entities as deemed fit, and as
consideration for the same to pay cash or issue any share or obligation(s) of the LLP,
and in connection with any such transaction to undertake any liabilities relating to
the business or property acquired.

14. To amalgamate or merge with any other LLP or Company (ies) or enter into
partnership or in to any arrangements with other companies, firms, association of
persons or body of individuals.

15. To form, incorporate or promote any LLP or companies, whether in India or in

foreign country and to pay all or any of the costs and expenses incurred in
connection with any such promotion or incorporation, and to remunerate any person
or entity in any manner it shall think fit for services rendered in this regard.

16. To obtain any provisional order or Act of Legislation for enabling the LLP to carry
out or effect any of its objects or for effecting any modification of the LLP’s
constitution or for any other purpose which may seem expedient and to oppose any
proceedings or application which may seem calculated, directly or indirectly, to
prejudice the LLP’s interests.

17. To support, subscribe or to donate or otherwise provide aid to any benevolent,

charitable, national, public or other objects, funds, institutions, trusts, society, clubs,
or organizations, subject to the applicable laws in force.

18. To take part in the management, supervision or control of the business or other
operations of any other institute, educational body, body corporate, LLP, Company,
firm, association, person, pool, group, cartel, in pursuance of the objects of the LLP.

19. To establish or assist in establishing chairs, faculties or departments of scientific and

technical communication (or such other title within the objects of the LLP as may be
thought fit) at any universities or other seats of learning.

20. To organize and promote seminars, conferences, exhibitions, meetings, workshops

and symposia on the subject which the LLP may think necessary, within the objects
of the LLP.

21. To consult, cooperate and collaborate with any persons, associations, societies,
institutions, foreign bodies corporate, companies, firms or other organizations
established or to be established in India or elsewhere, by way of joint collaboration/
joint venture or in any other way, for the purpose of furthering the objects of the
LLP.

12
22. To provide information and service to and for industry, professionally interested
bodies, and other members of the public and to this end to establish and maintain a
library and collection of literature, films and other material of interest in furtherance
of the objects of the LLP.

23. To employ experts to investigate, examine into the conditions, prospects, value
character and circumstances of any business concern(s) and undertaking and
generally of any assets, property or rights, with the object of finding out suitable
solutions.

SCHEDULE III

MATTERS TO BE DECIDED BY A RESOLUTION PASSED BY A MAJORITY IN

NUMBER OF THE PARTNERS

 Any crucial decision that affects long term future of the partnership would need
consent of at least three-fourth of the total number of partners. Examples of some
crucial long-term decisions are:

o Deciding remuneration of a partner,

o Taking on a “investment” engagement – where partners know that would be
loss-making engagement in the beginning itself,
o Change in branding logo/ marketing communication,
o Expenditure above Rs. 1 Lakh,
o Employ any money, goods or effects of the LLP or pledge the credit thereof
except in the ordinary course of business and upon the account or for the
benefit of the LLP,
o Lend money or give credit on behalf of the LLP or to have any dealings with
any persons, LLP or firm whom the other partner previously in writing have
forbidden it to trust or deal with. Any loss incurred through any breach of
provisions shall be made good with the LLP by the partner incurring the
same,
o Enter into any bond or becomes surety or security with or for any person, or
do knowingly cause or suffer to be done anything whereby the LLP property
or any part thereof may be seized,
o 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,
o Compromise or compound or (except upon payment in full) release or
discharge any debt due to the LLP except upon the written consent given by
the other partner(s).

13
 All partnership decisions, of whatever size needs to have at least 1 founding
partner’s approval and this cannot be delegated.

14