Silent Angel Investor Partnership Agreement 

For Small Angel Investors | Investment Range: ₹1,000 – ₹10,000

Agreement Ref. No: _____________ | Date: _____________

WHEREAS, the Company is engaged in the Business of Electric Vehicles White Levelling Distribution through their Franchise Models and seeks capital infusion from small angel investors to expand its Stocks & Business operations;

AND WHEREAS, the Investor desires to invest a small sum as a silent/passive partner without participating in the management or operations of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties agree as follows:

1. Parties to this Agreement

2. Definitions

3. Investment Terms

4. Nature of Partnership 

4.1 Silent Partnership: This Agreement establishes a silent (passive) investment partnership. The Investor provides capital but shall NOT participate in the day-to-day management, operations, franchise selection, inventory decisions, or any other operational matter of the Company's Electric Vehicles distribution business.

4.2 Management Control: The Company shall have the sole, absolute and unrestricted authority to manage, control and operate its business affairs. The Investor shall have no right to participate in, question, interfere with or challenge any commercial, financial, operational, managerial or strategic decision taken by the Company or its Board of Directors.

4.3 Limited Liability: The Investor's liability is strictly limited to the Investment Amount. The Investor shall not be liable for any losses, debts, or obligations of the Company beyond the amount invested under this Agreement.

4.4 The Investor participates under this Agreement solely as a contractual participant and shall not be construed as a creditor, depositor, lender, shareholder, partner or owner of the Company. The Investor's rights shall be strictly limited to those expressly provided under this Agreement.

5. Return Distribution, Calculation & Withdrawal Mechanism Important: 

The Investor acknowledges that any Growth Return, Distribution or Financial Benefit referred to in this Agreement represents the Company's projected business objective and shall not constitute an assured, fixed or guaranteed return. Any Growth Return shall be payable only upon declaration by the Board of Directors and shall be subject to the Company's financial performance, profitability, liquidity, availability of distributable surplus, applicable laws and regulatory compliances. The illustrations contained in this Clause are provided solely for explaining the methodology of calculation and shall not be construed as a contractual commitment or guarantee of payment.

5.1 Withdrawal Before Completion of Twelve (12) Months (Pre-Mature Withdrawal)

Where the Investor submits a withdrawal request before completion of the mandatory Lock-in Period of Twelve (12) consecutive months, such request shall be considered solely at the discretion of the Company.
If approved, the Investor shall ordinarily be entitled only to the refund of the Investment Amount after deduction of applicable taxes, statutory deductions, bank charges, administrative expenses, processing charges and any other lawful deductions.
No Growth Return, Incentive or Distribution shall ordinarily accrue during the Lock-in Period unless specifically approved by the Board of Directors.
Illustrative Example (For Understanding Only):
Investment Amount : ₹1,000
Withdrawal after 8 Months
Illustrative Amount Payable : ₹1,000 (subject to deductions, if applicable)
The above illustration is explanatory only and shall not constitute a guaranteed payment.
 

5.2 Withdrawal Upon Completion of Twelve (12) Months

Upon completion of Twelve (12) consecutive months, the Investor may submit a withdrawal request in accordance with Clause 12.
Subject to:
•    approval of the Board of Directors; 
•    business performance; 
•    profitability; 
•    liquidity position; 
•    availability of distributable surplus; 
•    statutory compliance; and 
•    applicable law, 
the Company may declare a Growth Return of up to sixty percent (60%) for the completed investment year.
Illustrative Example (For Understanding Only):
Investment Amount : ₹1,000
Maximum Illustrative Growth Return : Up to ₹600
Maximum Illustrative Total Amount : Up to ₹1,600
The above illustration is indicative only and shall not be construed as an assured return.
 

5.3 Withdrawal Between Thirteen (13) and Twenty-Three (23) Months

Where withdrawal is requested after completion of the first investment year but before completion of the second investment year, only the Growth Return, if declared by the Company for the first completed year, shall be considered.
No proportionate or partial Growth Return shall accrue for the incomplete investment year.
Illustrative Example
Investment Amount : ₹1,000
Completed Year : One
Maximum Illustrative Amount : Up to ₹1,600
Second Year Growth Return : Nil (Illustrative)
The above illustration is for explanatory purposes only.
 

5.4 Withdrawal Upon Completion of Twenty-Four (24) Months

Upon completion of Twenty-Four (24) consecutive months, the Company may, subject to Clause 5 and approval of the Board of Directors, declare a cumulative Growth Return of up to one hundred twenty percent (120%) on the Investment Amount.
Illustrative Example
Investment Amount : ₹1,000
Maximum Illustrative Growth Return : Up to ₹1,200
Maximum Illustrative Total Amount : Up to ₹2,200
This illustration shall not create any contractual obligation upon the Company.
 

5.5 Withdrawal Between Twenty-Five (25) and Thirty-Five (35) Months

Where withdrawal is requested after completion of Twenty-Four (24) months but before completion of Thirty-Six (36) months, only completed investment years shall be considered for declaration of Growth Return.
No Growth Return shall accrue for any incomplete investment year unless specifically approved by the Board of Directors.
Illustrative Example
Investment Amount : ₹1,000
Completed Years : Two
Maximum Illustrative Amount : Up to ₹2,200
Third Year Growth Return : Nil (Illustrative Only)
 

5.6 Withdrawal Upon Completion of Thirty-Six (36) Months (Maximum Tenure)

Upon completion of Thirty-Six (36) consecutive months, and subject to approval by the Board of Directors, the Company may declare a cumulative Growth Return of up to one hundred eighty percent (180%).
Illustrative Example
Investment Amount : ₹1,000
Maximum Illustrative Growth Return : Up to ₹1,800
Maximum Illustrative Total Amount : Up to ₹2,800
The above figures are purely illustrative and are intended only to demonstrate the calculation methodology. Actual Growth Return, if any, shall depend upon the Company's financial performance, availability of distributable surplus, liquidity position, statutory compliance, business requirements and approval of the Board of Directors.
 

5.7 Important Disclaimer

The illustrations, percentages and monetary figures contained in this Clause are provided solely for the purpose of explaining the methodology of calculation and facilitating investor understanding. They shall not be construed as an assurance, guarantee, fixed commitment or legally enforceable promise of payment. The actual Growth Return, if any, shall always remain subject to the Company's financial performance, profitability, liquidity, availability of distributable surplus, applicable laws, regulatory requirements and approval of the Board of Directors.

6. Master Summary Table (₹1,000 Investment Example)

7. Automatic Termination:

Upon expiry of the Maximum Tenure, this Agreement shall automatically terminate. Settlement of the Investor's account shall be made by the Company within such reasonable period, not exceeding one hundred eighty (180) days, as may be necessary after completion of financial reconciliation, statutory compliances, audit verification and liquidity assessment.

8. Rights & Obligations of the Investor

The Investor shall only have the following rights:

To receive such information as the Company may voluntarily disclose.
To receive payment strictly in accordance with this Agreement.
To update KYC details.
To nominate a legal nominee.

The Investor shall have no right

To inspect books of accounts;
To demand internal financial statements;
To question management decisions;
To participate in Board meetings;
To seek confidential business information;
To interfere in business operations.

9. Rights & Obligations of the Company

The Company shall make commercially reasonable efforts to utilize the Investment Amount for its lawful business purposes. The Company shall not be liable for any reduction in returns arising from market conditions, business losses, force majeure events, regulatory actions or other circumstances beyond its reasonable control.

10. Risk Disclosure & Investor Acknowledgment 

The Investor expressly acknowledges and understands that:

10.1 This investment is NOT a fixed deposit, savings account, or any other banking product regulated by the Reserve Bank of India (RBI).

10.2 The projected returns mentioned under this Agreement are purely indicative in nature and shall not constitute any guarantee, promise or assurance. The Investor expressly waives any claim arising solely on account of non-achievement of projected returns.

10.3 The Investment Amount is NOT insured under the Deposit Insurance and Credit Guarantee Corporation (DICGC) or any similar scheme.

10.4 The EV distribution and franchise business involves market and operational risks. Franchise defaults, supply chain disruptions, economic downturns, or regulatory changes may adversely impact the Company's ability to generate targeted returns.

10.5 The Investor expressly acknowledges that investments under this Agreement involve substantial business risks including the possibility of partial or complete loss of the Investment Amount and voluntarily assumes all such risks.

10.6 The Investor has read, understood, and voluntarily accepted all risks disclosed herein before making this investment.

11. Taxation 

11.1 All growth returns paid to the Investor are subject to Tax Deducted at Source (TDS) as per the prevailing provisions of the Income Tax Act, 1961.

11.2 The Investor must provide a valid Permanent Account Number (PAN) to enable the Company to comply with TDS requirements. Failure to 

provide PAN may result in higher TDS deduction at applicable rates.

11.3 The Investor is solely responsible for declaring the income earned under this Agreement in their annual Income Tax Return (ITR) and paying any additional tax liability, if applicable.

11.4 The Company shall issue a TDS certificate (Form 16A) to the Investor within the statutory timelines prescribed under the Income Tax Act.

12. Withdrawal Process 

Upon receipt of a valid withdrawal request, the Company shall verify the Investor's identity, KYC records, investment records, statutory compliance requirements and financial position. Subject to successful verification and availability of funds, settlement may be completed within one hundred twenty (120) working days or such extended period as may reasonably be required.

13. Dispute Resolution 

13.1 Negotiation: Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be resolved through good faith mutual negotiation between the Parties within thirty (30) calendar days of written notice of dispute.

13.2 Arbitration: Any dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The Company shall appoint the Sole Arbitrator. The decision of the Sole Arbitrator shall be final and binding upon the Parties.

13.3 Language: The arbitration proceedings shall be conducted in the English language.

13.4 The Courts at Madhubani alone shall have exclusive jurisdiction.

14. Termination 

This Agreement shall terminate upon the occurrence of any of the following events: 

(a) Completion of the Maximum Tenure of 36 months (automatic termination). 

(b) Withdrawal of the full Investment Amount by the Investor as per Clause 5 and 12. 

(c) Mutual written consent of both Parties. 

(d) Material breach of this Agreement by either Party, after providing thirty (30) days' cure notice. 

(e) Death or legal incapacity of the Investor — in which case the amount due shall be payable to the Investor's legal heirs or nominees upon submission of valid succession documents.

(f) The Company may immediately terminate this Agreement without prior notice if the Investor is found to have furnished false information, forged documents, violated applicable laws, engaged in money laundering, fraud, financing of unlawful activities or any act prejudicial to the interests or reputation of the Company.

15. General Clauses 

15.1 Amendment: The Company reserves the right to amend, modify or update the terms of this Agreement to comply with applicable laws, regulatory directions, business requirements or operational policies. Such amendments shall become binding upon issuance of written or electronic notice to the Investor.

15.2 Assignment: The Investor shall not assign, transfer, mortgage, pledge, create any charge over or otherwise deal with any rights arising under this Agreement without the prior written approval of the Company.

15.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of India.

15.4 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

15.5 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior oral or written agreements, representations, or understandings.

15.6 Notices: All notices under this Agreement shall be in writing and sent to the addresses stated herein or such other address as either Party may designate by written notice.

15.7 Counterparts: This Agreement may be executed in two counterparts, each of which shall be deemed an original, and both together shall constitute one and the same instrument.

15.8 – Force Majeure: The Company shall not be liable for any delay or failure in performing its obligations due to acts of God, pandemic, epidemic, war, terrorism, riots, cyber attacks, governmental actions, changes in law, banking restrictions, labor disputes, natural calamities or any other event beyond the reasonable control of the Company.

15.9 – Confidentiality: The Investor shall keep confidential all information relating to the Company's business, financial affairs, technology, business plans, customer data, pricing, franchise network and internal operations. Such obligation shall survive termination of this Agreement.

15.10 – Limitation of Liability: Under no circumstances shall the aggregate liability of the Company exceed the amount actually payable to the Investor under this Agreement. The Company shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including loss of profits, business opportunity or goodwill.

15.11 – Indemnity

The Investor shall indemnify, defend and hold harmless the Company, its Directors, Officers and Employees against all losses, liabilities, penalties, costs, expenses or legal proceedings arising out of any false declaration, forged documents, KYC violations, tax defaults, money laundering, breach of this Agreement or violation of applicable law by the Investor.
 

16. Execution IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

For and on behalf of THE COMPANY

Name: Raushan Kumar

Designation: MD & CEO

Date: _______________________

THE INVESTOR (Silent Partner/Angel investor)

Name: _______________________

Date: _______________________

17. Investor Declaration 

"I, _______________________________________, the undersigned Investor, do hereby solemnly declare and confirm that:

(a) I have read, understood, and accepted all terms, conditions, and withdrawal rules set forth in this Agreement; (b) I have read and understood the Risk Disclosure in Clause 10 in its entirety; (c) I am making this investment voluntarily, of my own free will, and without any coercion, undue influence, or misrepresentation; (d) I understand that the 36% - 60% annual growth return is a targeted return and not guaranteed; (e) I understand that my liability is limited to my Investment Amount and I have no ownership stake in the Company; (f) I agree that the Company has full operational control over the deployment of my Investment Amount."

Investor Signature: _______________________

Date: _______________________