INVESTMENT AGREEMENT

This Investment contact is hereby made and executed on the 10/07/2023 by and between the undersigned parties
(here in after referred to as the “Agreement” No 1.) for volume of investments: FOURTEEN MILLION POUNDS
(14,000,000.00) with roll on extension.

Company JVM CORPORATION LLC (Here in after referred to as the “Investor” or “Party A”)

Investor s Name Jaldu Raghu Ram (on behalf of JVM CORPORATION LLC –UAE)
Citizen of India
Passport No S6466247
Postal Address H No# 5-11-302, Pochamma Kunta,Nain Nagar Hanamkonda , Warangal 506001
country India
And
Company Proventure Power Ltd (Herein after referred to as the “Collaborator” or “Party B”)

Collaborators Srinivas Kona ( on behalf of PROVENTURE POWER LIMITED -UK )

Name
Citizen of India
Passport No Z4199147
Postal Address A-102 ,Journalist colony, Road # 70 Jubilee Hills Hyderabad 500033
Country India
On the other hand, both together and individually hereinafter referred to as the “Parties”; conclude an agreement of
such content, here in after referred to as the “Agreement”:

WITNESSETH:

This contract certifies that the Party A is making investment with the party B, and the invested amount shall be used
to fund the construction/acquisition of projects in UK & EU.

WHEREAS the Parties hereto are desirous of entering into this Agreement for the purpose of the development of
Humanitarian projects contemplated here in for the mutual benefit only and not for other purposes whatsoever.

WHEREAS both Parties here to warrant that the currencies to be transacted, for making the investments, are all
good, clean and cleared funds of non-criminal origin, without any traces of illegality or unlawfulness whatsoever.

WHEREAS each Party hereto declares that it is legally empowered, fully authorized to execute and accept this
agreement, as well as agrees to be bound by its terms and conditions under the penalty and other consequences.

WHEREAS Investor through its fiduciary bank, where the final agreements will be lodged in and assigned to, confirms
and warrants that it has the financial capacity of GBP/EURO funds and either GBP or Euro funds to transact under
this Agreement.

WHEREAS the Parties hereto will full corporate responsibility, under the penalty of perjury, declare that they will
upon the execution of this Agreement complete the transaction contemplated herein, except on circumstances of
force majeure and government sanctions, if such appear. The parties hereto shall not be liable for any failure to
perform under the “force majeure” provisions of the ICC, Paris.

WHEREAS both Parties herein agree that, each party has the full right to use and choose whatever company more
suitable to carry out this assignment, to successfully complete the present transaction.

Investor (Party A) Developer (Party B)

 1. SUBJECT OF AGREEMENT
1.1 In accordance with the provisions of this Agreement and general principles and regulations of the
management of the financial resources of Investor instructs, and the “Collaborator/Collaborator”
undertakes to manage investment plans accepted by parties and invested by Investor by this Agreement.
1.2 The Investor’s financial resources made available to the “Collaborator” herein after referred to as the
“Investments”.
1.3 According to the laws of and for execution of the Law of About the regime of foreign international investing
for two parties, the subject of this Agreement is a joint investment activity of the Partners, which is not
connected with creation of new legal entities, on the following directions: investments in commercial
sphere, social, innovative projects etc.
1.4 The High Contracting “Parties”, in order to strengthen bilateral friendly international relations are intended
to cooperate in the following make own projects at the expense of own funds and financial opportunities as
well as attracting involving partners.
1.4.1 Promotinginvolvementintherealeconomy,andprivateregionalpriorityinvestmentprojects;
1.4.2 Promoting a balanced and sustainable growing system of financial support for projects and programs in
priority areas;
1.4.3 Minimizing investment and commercial risks involved in the implementation of projects.

And can carry out reinvestment in the objects of the primary investment and other objects of investment and
reinvestment.
Investors makes their material investment of 14 000 000.00 (fourteen million pounds) as First tranche from a
premium bank and will invest balance through several tranches either vide cash transfers from UK/UAE banks
and/or through instruments.

2. JOINTACTIVITIESOFTHEPARTIES
2.1 We, the undersigned Parties, hereby with full legal and corporate responsibility, under penalty of perjury,
confirm that Investor is ready, willing, and able the investments, and the Collaborator is ready to receive
theinvestmentsandtomakeatthemutuallyagreedtermsandconditionshereof.
2.2 For realization of the investment programs the Parties bring the foreign investment in convertible currency
during validity hereof according to the schedule fixed by the Parties, agreed currency amounts and tranches
which are reflected in additional agreements here to
2.3 The Parties can extend kinds and spheres of investment activity and if necessary, make the Additional
agreements.
2.4 Addendum and changes may be brought to this Agreement by mutual agreement of the Parties, which are to
be formed by separate protocols, which, after the signing of “Parties”, are considered as integral par thereof.

3. RIGHTS AND DUTIES OF THE PARTNERS

1.1 Party A and Party B for the purposes of fulfillment here of:
1.1.1 Develop investment activity for its economic and technical projects.
1.1.2 Conclude contracts, agreements, and other agreements necessary for realization of their investment
programs.
1.1.3 Acquire new projects from both greenfield level and as well as operating plants/projects.
1.1.4 Provide each other with all necessary legal, financial and other documents, related to the fulfillment
hereof.
1.1.5 Invest funds in their own projects during validity hereof according to their current legislation.

Investor (Party A) Developer (Party B)

 1.1.6 Carries out economic activity to fulfill own investment programs, make debt liquidation on all kinds of
the expenses, payment of commodities and services, transfers facilities for payment of salaries and other
types of rewards, cover all kinds of charges.
1.1.7 Attract other legal entities and individuals for the fulfillment of their investment programs under the
present Agreement at their sole decision.
1.1.8 Are to provide each other with necessary assistance.
1.1.9 Are to follow and observe the terms and conditions hereof.
1.1.10 Are obligated to keep in all business, technical and commercial information related to implementation
hereof.
1.1.11 Can invest additional investments during the validity period of the present Agreement, and also can
carry out reinvestment in primary investment projects and other investment and reinvestment objects.
1.1.12 Part A accepts and agrees to allow party B to utilize their law firm to receive the funds and also allows
them to place the funds on trade platform for mutual benefits and to be enabled to invest in additional
Humanitarian projects in other underdeveloped countries besides the list of countries mentioned in this
agreement.
1.2 The Party A for the purposes of fulfillment thereof:
1.2.1 Develops the directions of own investment activity with its economics and technical ground.
1.2.2 Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs.
1.2.3 Acquires new projects
1.2.4 Provides Party B with all necessary legal, financial and other documents, related to the fulfillment
hereof.
1.2.5 Can invest funds during validity of this Agreement according to the current legislation.
1.2.6 Carries out economic activity to fulfill own investment programs and other expenses on all kinds of
expenses, payment of commodities and services, got by each of the Parties, transfers facilities for
payment of salaries and other types of rewards, finance all kinds of charges.
1.2.7 Attracts other legal entities and individuals for realization of the investment programs under the present
Agreement.
1.2.8 Attracts investments and financial assets, including credit and investment facilities of residents and not
residents aimed on execution of investment activity.
1.3 The Party B for the purposes of fulfillment hereof:
1.3.1 Develops the directions of own investment activity with its economic and technical ground.
1.3.2 Concludes contracts, agreements, and other agreements necessary for realization of its investment
programs.
: Party B reserves the right to change the projects and its locations etc based on the final
approvals and IRR factors. We further reserve the right to add or remove the projects from the
portfolio as well as the right to include more projects from Asia and Africa
1.3.3 Can invest funds during validity of this Agreement according to the current legislation.
1.3.4 Carries out economic activity to fulfill own investment programs, makes debut liquidation on all kinds of
expenses, payment of commodities and services, got by each of the Parties, transfers facilities
forpaymentofsalariesandothertypesofrewards,financeallkindsofcharges.
1.3.5 Attracts other legal entities and individuals for realization of the investment programs under the present
Agreement.
1.3.6 Attracts investments and financial assets, including credit and investment facilities of residents and not
residents aimed on execution of investment activity.

Investor (Party A) Developer (Party B)

 1.3.7 Party B is fully authorized to utilize one of multiple accounts for receiving the investment and can also
assign or nominate other company or party for this purpose.
1.4 Party A is obligated to submit the fool proof current account statement along with Banks comfort
letter(BCL) as valid PROOF OF FUND up on signing of this agreement in 3 banking days or a letter of
confirmation of having funds certified by their legal attorney, enabling party B to demonstrate the
worthiness of this agreement with respective Govts and associates involved in projects of party B

4. TOTAL VOLUME OF INVESTMENTS

Investor’s Currency : POUNDS

Total Investment Amount: 14 000 000, 00
Now therefore in consideration as herein set out and in consideration of the understanding, as well as of
here good valuables purposes, the adequacy and receipt of which is hereby acknowledge by Parties as
follows:

Party A ready to start project investment in the volume and follows the sequence:
The Party A provides Party B with funding necessary for implementation development projects through UK
Currency.

5. TRANSACTION PROCEDURES
5.1 PartyBCompletes/Sign/SealsthisAgreementandsubmitthemtoParty-Aviae-
mail,alongwiththecompliancedocuments,whichshallincludethefollowing:
5.2
 Present Agreement, with all annexes;
5.3 Party A Verifies, approves, completes and counter signs/seal this agreement, Party A.
Party A hard copies contracts a put his signature / Scanning the contract and sends by e-mail Both Parties in
PDF Format to place the Bank by e-mail (Hard copies to be exchanged by courier service, if requested) which
shall include the following:
 Present Agreement, with all annexes;
5.4 Each Party puts this Agreement in his nominated law firm/bank and notifies the Party through its authorized.
5.5 After wire transfer of 14 MILLION as a first tranche, this agreement becomes effective and gets into force.
 51% (Fifty one Percent) of equity shares will be transferred to the Investor and his Nominated persons as per
UK guidelines after or before completion of full investment on mutual consent.
 49% (Fourty Nine Percent) equity shares will be held by the Collaborator for execution of projects and
Expenses of the Joint Venture Business Proposals, and also for paying to the agents, brokers and consultants
who brings the Project Investment and other business proposals.
 Party B is no under obligation to pay back after share transfers are done as above and even in case of any
losses occurs by any means. It will stand as pure Equity participation only By Party A on its own will and wish.

6. CONFIDENTIAL INFORMATION AND SECURITY

6.1 In connection with present Agreement, the Parties will provide the each other with the information
concerning the designated fiduciary banks originating in writing by each Party and is designated as
confidential which the Parties hereby agree to treat as “confidential information”. The Parties understand
and agree that any confidential information disclosed pursuant to this Agreement is proprietary of great
value to each Party which value may be impaired if the secrecy of such information is not maintained.
6.2 The Parties further agree that they will take reasonable security measures to preserve and protect the

Investor (Party A) Developer (Party B)

 secrecy of such “confidential information” and will hold such information in trust and not to disclose such
information, either directly or indirectly to any person or entity during the term of this Agreement or
anytime following the expiration or termination hereof; provided, however, that the Parties may disclose the
confidential information to an assistant, agent or employee who has agreed in writing to keep such
information confidential and to whom disclosure is necessary for the providing of services under this
Agreement.
6.3 Separate introductions made through different intermediary chains may result in other transactions between
the Parties will not constitute a breach of confidential information, provided such new chains were not
created for purposes of circumvention of the first introducing chain.
6.4 Agreement, which is to transfer and organize the bank, shall be transmitted in the form of scanned visa
authorized signature.
6.5 Unauthorized bank communication: Neither Party is allowed to contact the Bank of the other Party without
the written authorization for that of the Party whose bank is to be contacted. Any unauthorized contact act
of either Party of this Agreement is considered as a breach of this Agreement and shall cause this Agreement
immediate cancellation, and transaction becomes null and void.

7. CODES OF IDENTIFICATION
7.1 The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this
Agreement and that the said codes remain unchangeable within this Agreement duration, including all
rollovers, extensions and additions.

8. COMMUNICATION
8.1 Communication with banks will be limited to those between the Investor’s bank and Collaborator’s Bank and
only by between authorized bank officers / representatives, including principals of the Investor and the
Collaborator, in the course of completion of this transaction. No communication by any other party is
permitted, without prior written consent of the named account holders.
8.2 Any notice to be given hereunder from either Party to the other shall be in writing and shall be delivered by
fax to the telefax number or by e-mail address of the respective Party as provided herein. The Parties agree
that acknowledged e-mail or telefax copies are treated as legally binding original documents. E-mail copies,
scanned and sent on e-mail as photo, of this Agreement and exchange of correspondence duly signed
and/or executed shall be deemed to be original and shall be binding and are regarded ascriminal and good
for any legal purpose.
8.3 EDT–Electronic Document Transmittal & Counter parts: This Agreement may be executed in multiple copies
of different times and places; each being considered an original and binding. All facsimile /electronic
transmittal/communications, including electronic signature, relating to this Agreement and which are
mutually accepted by the Parties, shall be deemed legally binding and enforceable documents for the
duration of the transaction. And as applicable, this Agreement shall:
Incorporate U.S. Public Law 106-229, “Electronic Signature in Global and National Commerce Act” or such other
applicable law conforming to the UNCITRAL Model Lawon Electronic Signatures (2001);
 Electronic Commerce Agreement (ECT/TRADE/257,Geneva,May2000) adopted by the United Nations Centre
for Trade Facilitation and Electronic Business (UN/CEFACT);
 All electronically submitted documents shall be subject to the European Community Direction No.95/46/EEC,
as applicable.
 All electronically submitted documents shall be subject to the European Community Direction No.95/46/EEC,
as applicable.

Investor (Party A) Developer (Party B)

 9. VALIDITY
9.1 Once this Agreement is signed by both Parties the transaction shall begin within 30 banking days or sooner,
excluding Saturdays and Sunday and any Bank Holidays.

10. FULLUNDERSTANDING
10.1 The latest edition / signature of this Agreement, executed by each party in originals, represents the full
understanding between the Parties and supersedes all other undertakings, whether verbal or written. All
statements and representations are made without any omission of material fact and with full corporate and
legal responsibility under penalty of perjury.
10.2 The Parties hereto accept that should the present Agreement partially or in full be found invalid or
unenforceable pursuant to judicial decree or by virtue of any international regulations related to bank
confirmation of USD/EUR validity, this Agreement shall be reconstructed upon mutual consent and
agreement of both Parties to this commercial Agreement.
10.3 The Parties hereto accept that should the present Agreement partially or in full be found invalid or
unenforceable pursuant to judicial decree or by virtue of any international regulations related to bank
confirmation of USD/EUR validity, this Agreement shall be reconstructed upon mutual consent and
agreement of both Parties to this commercial Agreement
10.4 Until the physical exchange of original hard copies, the acknowledged fax and / or e-mail copies of this
Agreement shall be deemed original.
10.5 The commission payable under this Agreement is to be distributed in accordance with the Irrevocable Fee
Protection Agreement.

11. ASSIGNMENT
11.1 Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to any
other company which assumes the obligations of the assigning party under the terms of the assignment.
Formal notice of the assignment shall be rendered to the other party to this Agreement expressly indicating
there on the assignee’s full contact particulars.

12. TERM OF AGREEMENT

12.1 This agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
EURO, Liechtenstein, Switzerland or any other member country of the European Union as it applies. And,
said law shall govern the interpretation, enforceability, performance, execution, validity and any other such
matter of this Agreement, which shall remain in full force and effect until completion of the said transaction
and it is legally binding upon the Parties signatories, their heirs, successors and assigns, agents, principals,
attorneys and all associated partners involved in this Agreement/Contract/Transaction.

13. ASSIGNMENT
13.1 Each Party to this Agreement may assign this Agreement or its total or partial performance hereof to any
other company, which assumes the obligations of the assigning party under the terms of the assignment.
Formal notice of the assignment shall be rendered to the other party to this Agreement expressly indicating
there on the assignee’s full contact particulars.

Investor (Party A) Developer (Party B)

 14. TERM OF AGREEMENT
14.1 This agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of
UNITED KINGDOM as it applies. And, said law shall govern the interpretation, enforceability, performance,
execution, validity and any other such matter of this Agreement, which shall remain in full force and effect
until completion of the said transaction and it is legally binding upon the Parties signatories, their heirs,
successors and assigns, agents, principals, attorneys and all associated partners involved in this
Agreement/Contract/Transaction.

15. LAW AND ARBITRATION

15.1This agreement is a full recourse commercial commitment enforceable under the laws of jurisdiction of the
countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for
arbitration, unless the Injured-Party takes legal action in a court of jurisdiction of UK law to apply, as the
Injured-Party may choose, which shall govern the interpretation, construction, enforceability, performance,
execution, validity and any other such matter regarding this Agreement.
15.2 The Parties here to acknowledge and agree that any discrepancy and/or dispute in application of this
Agreement will be solved amicably. If it is not possible, the arbitration procedure is to be followed.
15.3This agreement is intended to be performed in accordance with, and only to the extent permitted by all
applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this agreement be
considered invalid or unenforceable, then, the reminder part of this Agreement shall not be affected (if
agreeable by both Parties) and shall be enforced to the greatest extend permitted by law.

16. PENALTY CLAUSE FOR NON-PERFORMANCE

16.1 Should of the Parties A fail to perform in this Agreement, once it’s being signed/sealed and the term
of validity thereof had expired, and excluding any banks default or delays in processing wire transfer, the
Party-in-Default indemnifies and guarantees to all present contractual parties a total penalty fee of (against
an official claim and invoice) 20%(twenty percent) of the face value of this Agreement.
16.2The only party allowed to make a claim under this Agreement, if any, is only Party B. As the scope of
performance is only on the party A under this agreement and up on receiving funds’ performance of the
party B shall be determined with separate agreement And, any claim must be first proven by the Injured-
Party and invoice settled by the Party-in-Default within 10 (ten) calendar days, or else the Injured-Party can
file a legal claim against Party-in-Default in any court of jurisdiction of their choice
For subsequent distribution, companies will be coordinated by a separate annex to this Agreement, which will
form an integral part to it.

Investor(or)Party A
Company: JVM
CORPORATION LLC -
UAE
Represented By:
Jaldu Raguram
Passport No :
Collaborator(or)Party
B
Company :PROVENTUREHOLDINGS(UK)LTD
Represented By: SRINIVAS KONA
Passport No :Z4199147
Passport Copy: Investoror Party A

Investor (Party A) Developer (Party B)

Investor (Party A) Developer (Party B)
 Company Registration Certificate Copy: Investoror Party A

Investor (Party A) Developer (Party B)

 Company Registration Certificate Copy: Colloboratoror Party B

Investor (Party A) Developer (Party B)

Investor (Party A) Developer (Party B)