BUSINESS PARTNER AGREEMENT

This Business Partner Agreement (this Agreement), dated as of 08.05.2020 is made between;

M/s. Bacchus Enterprises Limited CIN: U51909PB1994PLC014656 (a company involved in

wholesale distribution of beverages) Registered with Registrar of Companies, MCA; with its
principal place of business at S.C.O No.70, Sector-82, Industrial Estate, JLPL, S.AA Nagar, Mohali,
Punjab – 160055 (Hereinafter referred to as “First Party”, which expression shall, unless it be
repugnant to the subject or context thereof, shall deem to mean and include its successors and
assigns).

And

M/s. Icon Facilities Management Solutions Private Limited, CIN: U74120TG2011PTC073781 (a

company involved in Legal, accounting, book-keeping and auditing activities; tax consultancy;
market research and public opinion polling; business and management consultancy),
Registered with Registrar of Companies, MCA; with its principal place of business at #7-1-636/9,
Plot No:09, Near ESI Hospital, Model Colony, SR Nagar, Hyderabad, Telangana - 500038
(Hereinafter referred to as “Second Party”, which expression shall, unless it be repugnant to the
subject or context thereof, shall deem to mean and include its successors and assigns).

Whereas First Party are Trademark Applicants and Manufacturers of Liquor Brands namely
“Habsburgs, Marie Louise Brandy, Red Hunter Rum, Royal Patialvi Kich Whisky, Talisman Scotch
Whisky, Blue Whale Vodka ” and all IMFL Brands from; and have bottling tie-ups with various
Plants in India and wish to appoint the second party as the State business partner who will be
holding exclusive rights for the above-mentioned brands and will take the sales responsibility of
the products in 11 states, with the support of First Party; regions in which the Second Party
upholds its business activities are (South India: 1. Andhra Pradesh, 2. Telangana. 3. Tamil Nadu, 4.
Karnataka. Eastern India: 5. Odisha, 6. West Bengal, North India: 7. Utter Pradesh Central India: 8.
Madhya Pradesh, 9. Chhattisgarh, 10. Jharkhand Western India: 11. Maharashtra)

Second Party acknowledges that Brands are subject to registration by state excise and if all
changes will be made if any after registration and both parties will make their best efforts in
order to get speedy approvals for the registration in the Excise or state Government.

NOW THIS AGREEMENT WITNESSED AS UNDER BY BOTH THE PARTES:-

1) That the First Party authorizes the Second Party to Sell/Market/Distribute and collect
orders from Government Corporation for the products of the first party in the designated
state. This Agreement shall commence w.e.f.08.05.2020 to 07.05.2030

The following Table shows the Brand Name, Ex-Distillery Price and Price proportions to the
Second Party. Marketing or promotional Budget will be spent by First Party at their own

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 cost. Bond expenses including Transportation and other expenses will be extra, and will
be borne by First Party at all stages.

S No. Brand Name Ex-Distillery Price Margin for Second Party

(750ML, 375ML, 180ML)
1. Habsburgs As per market scenario 20% of EDP

2. Marie Louise Brandy As per market scenario 20% of EDP

3. Red Hunter Rum As per market scenario 20% of EDP
4. Royal Patialvi Kich Whisky As per market scenario 20% of EDP
5. Talisman Scotch Whisky As per market scenario 20% of EDP
6. Blue Whale Vodka As per market scenario 20% of EDP
7. Old Professor Premium Whisky As per market scenario 20% of EDP
8. Minister’s Reserve Premium As per market scenario 20% of EDP
Aged Whiskey
9. Old Professor Gold Reserve As per market scenario 20% of EDP
Whiskey
10. Marlin Blue Whiskey As per market scenario 20% of EDP
11. Jackies Crown Rum As per market scenario 20% of EDP
12. Soldier’s Pride XXX Classic Rum As per market scenario 20% of EDP

The above brands and their Prices or EDPs can change from time to time as per the
Excise Policy and Second Party cannot have any objection anytime onto this.

2) Both Parties will settle all claim with each other monthly basis and both the parties will
open a joint account in the bank with Joint Signatures option to operate the account.
The First can claim all times the amount of taxes or excise to be paid in the company’s
name which is received along with the sale in this Bank Account.

3) The First Party will send the Stock to the L-1 Licensees/Govt. warehouse.

4) The Current Account will be on the name M/s. Icon Facilities Management Solutions
Private Limited and account will be operated by Second Party for depositing all
payments of stock or sale and for transferring payments to First Party and for making
excise permits and taxes payments. First Party will give Power of Attorney for the said
account to the Second Party; nevertheless, the Second Party shall not do any other
transactions other than the said business through this account.

5) The Second Party would capitalize a one-time-investment after physical communication

with Chairman for state as an adjustable deposit on signing the agreement.

6) Investments for excise duties, permits and other State levies fees to Government: First
Party would be investing in the all the duties applicable for the stocks which are being
ordered for market.

7) Both the parties have decided that Fees and expenses including godown rent (if any),
electricity expenses of godown, marketing expenses, office expenses including internet,
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 stationary etc., human resource expenses, festival expenses/obligatory expenses,
transportation expenses and other related expenses will be borne by Second Party.
Salaries to the marketing staff for designated area to Second Party for the said venture
will be borne by First Party.

8) The First Party will be responsible for depositing all License Fees, label/brand registration
fees or any other registration charges with the state excise where the said business has to
function, but efforts for getting the license and registrations will be done by both Parties
Jointly.

9) The Second Party will be taking the daily reporting from the employees or marketing
team appointed by the First Party for the said business and will be responsible for
marketing follow-ups and daily tasks or assigning tasks or responsibilities of marketing
team on daily basis for collecting Cheques/D.D from the purchasers and depositing them
into the bank account of the company once those are collected.

10) That In case in there is major change in Government or Excise Policy of the state, the
agreements or terms and conditions will be changed accordingly.

11) In any case if further appointment of distributors or dealers is required by the Second
Party which will be subordinate to Second Party it will be as per the discretion of the First
Party only and margin to them will be paid from the margin of Second Party.

12) The Second Party shall start operations in the state or any other professional and business
related work on behalf of M/s. Bacchus Enterprises Limited only if a Power of Attorney is
issued by the First Party to the Second Party, authorizing Second Party to do business
activities under the name of M/s. Bacchus Enterprises Limited. The Power of Attorney will
be provided by the First Party to the Second Party only after the full security deposit
amount has been credited to First Party’s account.

13) The First Party along hereby irrevocably undertakes to procure the raw material and do
the bottling as per geographical viability for products.

14) The First Party is fully responsible for manufactured quality control, taste, composition,
Ingredients, procuring the raw materials like P.P caps, guala caps, label, mono cartons,
gum, outer cartons, bottles etc.

15) The First Party shall comply and prepare with all the legal formalities in accordance with
the Excise, Sales Tax and, if any government rules applicable in the concerned state or
area and the instructions received from the Excise and other Government authorities
and shall assist Second Party for getting the same on the name of distillery i.e., permits,
excise fees etc.

16) The Second Party will uphold the brand value and brand Image in designated territory

17) The First Party can bottle the above said brands anywhere at its own cost to save cost
and freight.

18) Neither of the parties hereto shall be liable to the other for failure or delay in the
performance of any of its obligations under this agreement to the extent such failure or
delay is caused by acts of God, War, Govt. Laws, Orders or Regulations and actions by

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 the Government or any agency thereof or any other contingencies beyond the
reasonable control of the respective parties. If as a result of Legislation or Govt. action
any party is precluded from receiving any benefit to which it is entitled hereunder. The
parties hereby shall review the terms of this agreement. So as to make best efforts to
restore the party or parties to the same relative positions as previously obtained
hereunder.

19) During existence of this agreement Second Party will not enter into any other similar
agreement with any other person or any other liquor company or party in the market
where First Party is doing efforts or sale or marketing in India for the agreed brand or any
other similar nature brand or business. It is also a binding that Second Party will not
market any liquor brand of any other company on his name directly or indirectly through
family members or sister concerns. Even after the termination of this agreement Second
Party for at-least one year cannot do business of liquor on his own name for his own
brands or brands of any other company.

20) In case full payment is not made by the Second Party within the time period committed
then all previous deposits of the Second Party will be forfeited and there will no claim by
the Second Party.

21) The Second Party understands the concept clarity that brand and blend are owned by
the M/s. Bacchus Enterprises Limited and bottling plant or distillery is in accordance with
the bottling arrangements/sub lease/tie ups with the First Party and all sale orders ,
payments , excise permits , label registration in excise , payments of taxes , sale
payments and billing will be in the name of distillery or licensee as per the norms and
payments connected with that should be in the account of either LICENSEE as per norms.

22) This Agreement constitutes the entire agreement (and supersedes all previous
agreements if any) between the parties relating to the matters discussed herein and may
be amended or modified only with the mutual written consent of the parties. Each
party’s obligations hereunder are in addition to, and not exclusive of, any and all of its
other obligations and duties to the other party, whether express, implied, in fact or in
law. Subject to the limitations set forth in this Agreement, this Agreement will inure to the
benefit of and be binding upon the parties and their respective successors and assigns.

23) Any failure by either party to enforce the other party’s strict performance of any provision
of this Agreement will not constitute a waiver of its right to subsequently enforce such
provision or any other provision of this Agreement.

24) If a provision of this Agreement is held invalid under any applicable law, such invalidity
will not affect any other provision of this Agreement that can be given effect without the
invalid provision. Further, all terms and conditions of this Agreement will be deemed
enforceable to the fullest extent permissible under applicable law, and, when necessary,
the court is requested to reform any and all terms or conditions to give them such effect.

25) Both parties agree to make a good-faith effort to resolve any disagreement arising out
of, or in connection with, this Agreement through negotiation. Should the parties fail to
resolve any such disagreement within ten (10) days, any controversy or claim arising out
of or relating to this Agreement, including, without limitation, the interpretation or breach
thereof, shall be submitted by either party to arbitrators in Hyderabad and in
accordance with the Arbitration and Conciliation Act.1996. The arbitration shall be

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 conducted by one arbitrator, who shall be selected in the sole discretion of the
Arbitration and Conciliation Act.1996. And a licensed attorney with at least five (5) years
of experience in the negotiation of technology contracts or litigation of technology
disputes. This agreement will be deemed to have been made in Patiala and that the
courts in Patiala will have Jurisdiction on all matters arising out of the Agreement and
replaces all other understanding, verbal or in writing, between both parties.

26) Notwithstanding anything contained in the agreement either party shall have the right to
terminate the agreement at any time with a valid reason thereof by giving 90 days
written notice of the same to the other party and clearing of all payments from the
market and stock clearance.

IN WITNESS WHEREOF, the party hereto have hereunto set and subscribed their respective hands
and seals this day, 8th of May, 2020. In the presence of the following witness;

For M/s. Bacchus Bottling Private Limited For M/s. Icon Facilities Management Solutions
Private Limited

Authorized Signatory Authorized Signatory

Witness: Witness:

Signature : Signature :

Name : Name :

Address : Address :