LOI – TRENT LIMITED

Sr.
SPECIFICATIONS/PARTICULARS
No

Name of
Premises/Mall
1. Details of the Premises
Address:

Pin code:

S.No. Name % share in Is the property

property subleased or
directly held ?
Name of Lessor/ Owner/ 1
2. Developers and Contact
2
Details
3
4

Mailing Address:
Existing mortgage /bank Bank Name
3. load details for the Rent to be paid to bank or owners-
property Loan classification- NPA/Regular
Trent Limited
4. Name of Lessee Trent House, Plot No. C60, G Block, Bandra Kurla Complex, Bandra East,
Mumbai-400051

ZUDIO
Brand Name/Business Departmental Store inter-alia offering Readymade Garments for Men, Women
5.
Category & Children, Jewelry, Home Furnishing & Improvements, Gift Items, Accessories,
Footwear, Sports Cosmetics, Food & Beverages etc.

PROPERTY DESCRIPTION/DETAILS
CARPET AREA is defined as the total usable area within the proposed premises,
not inclusive of

1) any common landing, common corridor, common services areas,

common staircase areas, common ramps, common lift areas, common
6. AREA escalator areas, common toilets; and
2) any walls and any columns etc.

Further, it is subject to joint measurement. Illustrative floor plan is attached

hereto as Annexure. Carpet area and floor nomenclature of the said Premises
are as follows:

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 Floor nomenclature Carpet Area (sq.ft.)
Ground Floor
First Floor
Second Floor
Total Area

Parking Details Numbers

4 Wheelers (Common)
4 Wheelers (Dedicated)
2 Wheelers (Common)
7. Parking
2 Wheelers (Dedicated)

Lessee or its Customers shall not pay any charges for the dedicated car parking
spaces provided to the Lessee.

COMMERCIAL TERMS
Year 1 – Rs ____ per sq.ft. per month on carpet area

8. Lease Rent Year 2 - Rs ____ per sq.ft. per month on carpet area

Year 3 - Rs ____ per sq.ft. per month on carpet area

The Lease Rent as stated in item number 7 above shall stand escalated @ ____%
after every three years commencing from the Date of commencement of Lease
9. Escalation Rent, over the _________________ (average or last) Lease Rent paid for the
immediately preceding block of 3 years.

Common Area Maintenance Charges equivalent to Rs. _______ per sq. ft. per
month on Carpet Area

CAM includes the following to be provided and maintained by the LESSOR (for
the entire term of the agreement):
a) Security for Common Area’s
b) Lighting / Electricity for Common Area’s
c) Air-conditioning of the Common Area’s
d) Water for Common Area’s
Common Area e) Supervision & Administration of Common Area’s
10.
Maintenance (CAM) f) Day to day maintenance, repairs, replacement, improvement, operation,
management of the Common Area’s & Services of the building
g) Maintenance and operation of Parking Areas
h) Upkeep of Landscaping / Horticulture
i) Maintenance & Cleaning of the façade of the building
j) Maintenance of civil structure of the Building
k) Insurance of the Building and facilities provided
l) Marketing & Promotional Charge (in case of Malls)
m) Any other charges related to the upkeep / maintenance of the Common
Area’s and safety of the building

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11. Escalation on CAM
HVAC and Chilled Water
12. Charges (Applicable for
Malls only)
13. DG backup charges
14. Building Occupancy
15. Security Deposit
16. GST on Lease Rent
17. Business Related Taxes
Property & Other
Municipal Taxes related
18.
to the property (Current
& Future)
19. Lease Term
20. Lock-in
21. Termination notice
The CAM as stated in clause above shall stand escalated @ ____% after every
three years commencing from the Date of commencement of Lease Rent, over
the last CAM paid for the immediately preceding block of 3 years.
HVAC charges shall be Rs_________ per sq.ft per month on carpet area
Chilled Water Charges shall be Rs.________ per sq.ft per month on carpet area
Escalation on HVAC/Chilled water charges will be @ ____% after every three
years commencing from the Date of commencement of Lease Rent, over the
last paid HVAC/Chilled water charges for the immediately preceding block of 3
years.
DG backup charges shall be Rs.________ per sq.ft per month on carpet area
(Applicable in case of a common DG for the entire building)
Till such time that building/mall in which the proposed premise sis located, does
not achieve atleast 65% occupancy (by total retail area basis)- the following
would be applicable:
• Lessee would not be obliged to open its store for commercial
operations – even though the rent free period may have
expired/commenced
• If Lessee chooses to open its store operations before the building is
65% occupied, then Lessee shall be required to only pay CAM and
utility charges and not rent would be payable in such cases.
Equivalent to 03 months Lease Rent (of Year 1)
On signing and registration of the
Lease Deed
On Start of Commercial Operations
To be reimbursed by Lessee upon receipt of invoice in the prescribed format.
To be borne by Lessee
To be Borne by the Lessor (It is agreed that if any monetary benefit/including
benefit of deduction is received by the Lessor from concerned service tax
authorities in respect of the Service Tax levied upon the proportionate property
rates and taxes payable in respect of the Leased Premises, and it is possible and
permissible in law to pass on the same (or part thereof) to the Lessee, without
any liability being suffered or incurred by the Lessor in respect thereof, the
Lessor shall pass on the same to the Lessee after receipt of the same)
21 Years commencing from the Date of Commencement of Business.
Lessee will be locked in for the initial twelve months commencing from the Date
of Commencement of Business.
Owner/ Developer shall be locked in for the entire Lease term.
Lessee is entitled to terminate the lease by 3 Months advance written notice to
the Owner/Developer post expiry of Lessee’s lock-in period.
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 Owner/Developer shall not be entitled to terminate the agreement during
entire Lease Term.

22. Nature of Agreement Lease Deed

To be equally borne by Lessee and Lessor.

Stamp Duty and
23. Registration Charges of Currently, the applicable stamp duty amount is estimated by the parties as
all agreements Rs________lakhs.

24. Jurisdiction Mumbai

Trent represents that Trent operates its Stores under different business models
in association with Franchisees and Business Associates. Trent may choose to
operate its business from the said Premises through a Franchisee duly
appointed by Trent or Trent may operate the store under a Retail Business
Arrangement with a Business Associate. During the Lease Term or any part/s
thereof, Trent may appoint a third party individual, firm or company or any
Other Obligations
other entity as a business associate/franchisee in respect of the Trent’s business
25. /Appointment of
carried on at the said Premises or any part thereof pursuant to an agreement
Franchise
entered into between Trent and the business associate/franchisee and upon
receiving the intimation of such appointment, the Owner (Lessors) shall
unconditionally accept and acknowledge the same. The Business
associate/franchisee so appointed shall discharge all obligations of Trent under
this Lease Deed thereafter and consequently all invoices and claims under Lease
Deed will be raised and pursued against Business Associate Only.

Appointment of Lessee Shall have a right to appoint concessionaire/sublet the premises not
26.
Concessionaire/Sublet more than 25% of the total Carpet Area

Electricity - The electricity charges shall be payable as per the State Electricity
Board tariff on the actual meter reading and pro rata share of transmission
losses (subject to a maximum of 4%), in case the electricity meter is common to
demised premises with other units/shops .

Water – At Actuals as per Meter Reading

Utility Charges
(Electricity/Air
Power Back/Genset - Cost per unit for electricity provided by Genset back up as
27. Conditioning/
measured by separate meter provided by the LESSOR will be calculated on the
Water/Diesel
basis of:
Consumption)
1. cost of fuel
2. cost of maintenance of equipment
3. cost of labor for maintenance of equipment

Further, it is agreed that

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 • Lessor shall install Electricity Meter, separate meter for DG, BTU Meter
for Air Con and Water Meter within the demised premises at its own
cost.

• All security deposit payments with respect to utilities and

aforementioned meters will be borne by the Lessor.
Tentative handover date is ________________.
It is further defined as the date on which physical possession of the said
Handover Date
premises is delivered to Lessee. The Parties have agreed that the physical
28. (Prescribed date of
possession shall be handed over on the date of agreement subject to the
Handover)
Owner/ Developer completing its scope of work in the said premises, to the
satisfaction of the Lessee.
120 Days – From the Handover Date, the same shall be subject to,
• Complete Handover with all property related approvals (Including, but
not limited to Fire NOC and Occupancy Certificate) and
• Completion of entire Developer scope of work (as mentioned in
29. Rent Free Period
clauses below) including but not limited to installation of Passenger
Elevators/Lift inside the store premises, completion of entire building
façade/elevation (including for upper floors, even though not occupied
by Lessee), permanent power and landscaping etc.

The Lessee shall be liable to pay Lease Rent on the Date immediately after
Commencement of expiry of Rent Free Period, irrespective of the date of commencement of store
30. Payment
. of Lease Rent operations by the Lessee.
/Effective Date
The same shall also be subject to Complete Handover with all property related
approvals (Including, but not limited to Fire NOC and Occupancy Certificate).

Delay in Handover or
31.
Premises for Fit outs
a. Delay by one month Reduction of 25% in Lease Rent for the first month
from the Lease Commencement Date
b. Delay beyond 1 month up Reduction of 50% in Lease Rent for (3) months from
to 3 months the Lease Commencement Date
c. Delay beyond 3 months up Reduction of 75% in Lease Rent for six (6) months
to 6 months from the Lease Commencement Date
d. Delay beyond 6 months No rent payable for the period from the Lease
Commencement Date equivalent to the period of
delay

Lessor confirms that there shall be no change in ownership of Leased premises

Change in Ownership of
32. till 45 days from the launch of store operations by the Lessee (and after
Leased Premises
agreement registration).

Technical Section

33. Total Mall /Building Area Approximately _______________ Sq. Ft.

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34. Building Frontage Approximately_______________ Ft.

Frontage of the said

35. Approximately _______________ Ft
Premises

36. Ceiling Height Approximately _______________ Ft (Clear Height)

Lessor shall provide and install High Side Air-Conditioning Units including AHU
with chilled water pipeline (including insulation, drainpipe and starter panel) or
VRF Units as per the Specification provided by Lessee, including the testing and
commissioning.

Further,
• HVAC will be VOLTAS brand/make or any other such brand as specified
by the Lessee
• Lessor will provide first year AMC (Annual Maintenance Contract) for
the same, at its own cost.
• In case of existing AC units, the Lessee, upon verification, determines
High Side Air
37. that High Side Air-Conditioning Units including AHU with chilled water
Conditioning
pipeline, is not as per Lessee’s requirement mentioned above, the
Lessor shall at its own cost ensure the same is replaced/modified as
per Lessee’s requirements.
• Lessor to shift and install the existing AC units at locations suggested
by Lessee.
• Further, Lessor will get the same tested and commissioned before
handing it over to the Lessee and ensure that the AC units deliver an
ambient temperature of 22-23 degree centigrade in the demised
premises.
• In case of existing AC units, the capacity of the same is ____ tonnes
and their year of manufacturing is _____________.
Lessor shall provide
• Complete Sprinkler system within the demised premises as per
Lessee’s specifications.
• Complete Fire Alarm system including Fire Panel within the demised
premises as per Lessee’s specifications (including smoke detectors)
• 2 hour fire rated Metal Doors (including Metal frame) with Push bar,
Hooter system, Vision Panel and key switch for Fire Exit as per Lessee’s
Specification on each floor of demised premises. For example, if there
are two floors which are being leased to Lessee, then Lessor will have
38. Fire Fighting
to provide atleast 1 fire door on each floor.
• Fire exit staircase connecting all the floors being taken on lease by the
Lessee
• External shafts/water pumps/Valves etc. also as required for fire-
fighting system . Further, all fire pumps etc. should be as per National
Building Code (NBC) norms
• Any other requirement as per local municipal/government/statutory
norms regarding firefighting and fire NOCs (including renewals during
the lease term, if any)

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 • It is also to be noted that abovementioned firefighting related
measures are required by the Lessee, even if the local
municipal/statutory norms do not specifically ask for the same.

Further, Lessor shall provide Fire NOC (No Objection Certificate) for the
Building/Premises. In case, the same is not applicable- then Lessor shall provide
a certificate to that effect from the concerned government authorities.

Lessor to provide and install floor 2’x2’ vitrified tiles/granite, skirting and PCC
work as per Lessee's specifications; subject to a maximum basic tile cost of
Rs.75 per sq.ft. on carpet area (exclusive of applicable taxes).

• The Cost of installation and Laying of floor tiles/granite shall be borne

39. Flooring/Tiling
by the Lessor.

• The Lessor shall procure the required floor tiles directly from the
Lessee’s approved vendors.

• Further, PCC floor leveling will be done by the Lessor.

Lessor shall provide Staircase (including granite, Stainless Steel (SS) and glass
40. Staircase
railing as per Lessee’s specification) for internal connectivity between floors.

Lessor shall install Two Passenger Glass door Elevators for internal connectivity
with demised premises having a capacity to handle 20 passenger, including
getting required NOC/certifications from statutory authorities. Further,
41. Passenger Elevators • Lift will be of Schindler brand/make or any other such brand as
specified by the Lessee
• Lessor will provide one year AMC (Annual Maintenance Contract) for
the same, at its own cost.

Lessor shall make provision for Handicap ramp from the road level to access to
42. Handicap Ramp
the store (including Granite work with Stainless Steel (SS) railing).

Lessor shall provide Perimeter & internal masonry walls in areas indicated by
Lessee (including BOH rooms, staff rooms, changing rooms, electrical rooms
etc.). Further,

• All internal surfaces (walls, columns/beams & ceiling) shall be smooth

Masonry & Internal plastered with proper Punning
43.
Finishes • RCC (Reinforced Cement Concrete) bare ceiling to be Grinded properly
with proper Punning.
• Store Entrance staircase should be in Granite with SS Railing as per
Lessee’s Specifications
• The drawings of such civil/masonry related work, will be provided post
the joint survey of the property

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 Lessor shall provide Two sets of Male and Female fully furnished Toilets inside
the store as per Lessee’s specifications with complete plumbing, civil &
waterproofing work, CP & Sanitary fittings, Hand dryer, Doors, Lighting fixtures,
Exhaust system, Mirrors, Granite wash basin counter and False Ceiling etc.
44. Toilets Here, One set of male and female toilet means one female toilet (with alteast 2
WCs ) and one male toilet (with alteast 1 WC and 3 Urinals). The detailed
specifications including the make of tiles/sanitary fittings and other such things
will be shared to the Lessor post joint survey and after Lease agreement is
executed for the said premises.
Lessor shall provide and install Transparent toughened glass façade of 12mm
thickness and Aluminium ACP (as may be required) for the demised premises.
Detailed Plans/Design of the store glass façade and ACP shall be as per the
Lessee’s specifications. Further,
• In case the glass façade/ACP is pre-existing, the Lessor undertakes to
Store Elevation/Glass provide/make necessary modifications to the same as per the Lessee’s
45.
Façade and ACP signage requirements.
• The Lessor shall provide the manual door and air curtain at main
entrance to the store/demised premises
• In case there are multiple units being merged- then Lessor will remove
individual unit glass doors and provide the Lessee with single,
uninterrupted glass faced with a single main door to the showroom.
Lessor shall install manual Rolling shutter at all the entrances of demised
46. Rolling Shutter premises (including painting and other modifications, as suggested by the
Lessee).
Lessor shall provide permanent government Low tension (LT) power supply
equivalent to 1.5 KVA per 100 sq. of Unit Carpet Area with switchgears, as per
Lessee’s specifications. Further,
• The exact power requirement will be intimated to Lessor before start
Electrical Load/Power of fit outs.
47.
Requirements • Lessor shall provide the Provision of electrical Power point for External
signage on mall/ building’s Façade.
• Lessor shall be responsible for getting the cable/wire/other necessary
connections from electricity board power connection to the Lessee’s
Dedicated electrical panel inside/near the store premises.
Lessor shall supply, install and complete the testing & commissioning of 100%
48. Power/Genset Back up
DG Back up & earth pit's (including AMF Panel & Electrical inspector Approval).
Landscaping / Pavement
Lessor shall complete the landscaping with paver blocks in front of the demised
49. at the front of the
premises with light poles.
demised premises
Lessor shall be responsible for providing fully finished basement/parking areas
(including the ramps and staircases, and access to lift areas), fire exit staircases,
terrace/roof of the building as per Lessee specifications, prior to the Lessee
Finishing of non retail
50. commencing its fitout work. Further,
areas
• Lessor shall maintain the same through the duration of the Lease
agreement
• Fully finished includes smooth plaster and painting also
Pre-existing equipment / In case there are any equipment/ machinery/ glass façade (including but not
51.
machinery/ glass facade limited to, fire fighting sprinklers/ equipment, HVAC/VRF/Air conditioning

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 systems/Elevators) etc. which is currently existing in the store/demised
premises and is offered to the Lessee for its use by the Lessor, the same shall
be in good working condition and subject to testing by the Lessee. In case, the
Lessee suggests any changes/modifications to any such
equipment/machinery/glass façade etc., the same shall be done by the Lessor
to Lessee’s satisfaction. This is specifically in reference to clauses mentioned in
“Technical Section” of this document. Further, all existing lifts, HVAC,
escalators, etc. will have to be provided with 1 year AMC (Annual Maintenance
Contract) by Lessor, at its own cost.
To be provided by the Lessor
a) Unhindered access, and visibility to all access and access points, to the
Premises;
b) Unhindered visibility to all store signage, logo and name of Zudio; and
Unhindered Access, and c) Unhindered access to common as well as dedicated parking space, if
52.
Visibility any.
d) Access to the common areas of the said building including but not
limited to the terrace and set back area of the said Building with prior
permission of the Lessor for the purpose of maintenance and
repairs/replacement of the Lessee’s equipment’s.
Lessor shall provide all property related approvals for Lessee to obtain
operating licenses

Municipal Approvals, 1. Lessor shall obtain all statutory approvals with regards to the property
Fire NOC, Occupancy and the premises with a sanctioned plan (Commercial/Retail as may be
53.
Certificate, and Other applicable) for the proposed premises as a single consolidated Retail
Statutory Approvals Unit and from all relevant authorities.

2. All licenses required for the Operation of the business from the
proposed premises will be obtained by the Lessee

Lessor must ensure fulfillment of the signage requirements of the Lessee at no

additional cost to the Lessee including but not limited to obtaining structural
stability certificate from its Structural Engineer for all external signage’s of the
Lessee. Further,
54. Signage
• Lessor shall provide permission and space for installation of Lessee’s
Signage on front façade of the building.
• Lessor shall provide 2 nos. of Pole/Totem signage of mutually
agreeable size and location. Lessor shall also undertake the required
RCC work, till plinth level for the same.

Lessor to allow Lessee personnel's free access to the Terrace for installation of
Space on Building
55. VSAT & other communication systems equipment's including Cable TV and
Terrace
TATA Sky Network.

56. Consultant/Broker

This LOI is mere indicatory of the broad terms and conditions arrived at between us and the terms are subject to the
approval from the Board of Directors of Trent Limited.

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For & on Behalf of For & on Behalf of
TRENT LIMITED

Authorized Signatory Name: Mr. R.A. Shah

Name:

Date: Date:

ANNEXURE-A
List of Documents Required For Title Verification

In case of the proposed Lease of the property, the list of documentation required for verification of the title of the
proposed Lessor is as follows:
1. A copy of the duly stamped and registered deed of conveyance/ lease deed under which the proposed Lessor
acquired an interest in the property. The original of these documents would have to be sighted as well. In the
event that the property is leased to the proposed Lessor the copies of the title documents of the owner of the
property should be reviewed.
2. If the proposed Lessor is a builder, a copy of the development agreement and the power of attorney granted by
the owner to the said builder would have to be reviewed.
3. Copy of the approved building plans sanctioned by the relevant municipal authorities.
4. Occupation certificate issued by the relevant municipal authority, Fire NOC.
5. Title certificate, if available, from the owner/ builders’ advocates.
6. Vendor Registration Form (In Prescribed Format)
7. In the unlikely event that the property is situated in a cooperative society, you would require the following:
7.1.1. Share certificates issued in the name of the proposed Lessor in the said cooperative society.
7.1.2. No objection letter from the said society for letting the property on lease basis.
8. Certified true copies of the following documents required:
8.1. If property is owned by Company
8.1.1. Memorandum and Articles of Association of Company
8.1.2. List of Directors with their addresses and contact detail (Phone, email, fax)
8.1.3. Latest Annual Return/ form 32 in support of List of Directors
8.1.4. PAN
8.1.5. Power of Attorney / Board Resolution for negotiation/execution of documents on behalf of company
8.2. If property is owned by Partnership firm:
8.2.1. Partnership Deed
8.2.2. List of Partners and their specimen signatures
8.2.3. PAN/Passport of all the partners
8.2.4. Power of Attorney in favor of Managing Partner, if any
9. Declaration/Confirmation that no encumbrance, charge or mortgage has been created with respect to the
property. If there has been a charge created over the property, the following details of encumbrances that may
have been created by the proposed Lessor would be provided:
9.1.1. Copy of the mortgage deed
9.1.2. Form 8 and 13 filed with Registrar of Companies registering the Mortgage mentioned above.
9.1.3. No disturbance undertaking letter from the charge holder/bank for letting the property on lease.
9.1.4. Details of any pending litigation in respect of the property.
9.1.5. Indemnity Bond
10. Verify the following to confirm all outgoings in respect of the property have been satisfied as on the date of the
proposed lease:
10.1.1.Property taxes Receipt, Cess Bill/Local Body Tax Receipt.
10.1.2.Electricity bill.
10.1.3.Telephone bills.
10.1.4.Water and maintenance charges.
10.1.5.Conversion and Parking Charges

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 10.1.6.Structural Stability Certificate and NOC for installation of Signages from the Owner/Society.
10. Following is the list for Drawings to be provided: (You are requested to send the same in pdf/drg. Format)
• Site plans and complete floor plans of the Mall/ building
• All Circulation plans and parking layout
• Services layout (HVAC, Plumbing, Electrical)
• Sections, elevations, all sides
• Tenant mix
• Perspective views
• Facade
We may require further documents after reviewing the above.

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