LEASE DEED

This Lease Deed is made at Nagda, Madhya Pradesh on ___ day of May, 2024
(“Agreement”)

BETWEEN

Smt. Hemlata W/o Shri Dwarkadhish Sethia, R/o H. No. 3, Mal Godam Road,
Mandsaur, District-Mandsaur, Madhya Pradesh (hereinafter called and referred to as
“Lessor” which expression wherever context permits be deemed to include their

1
Successors, Legal Representative, Legal Heirs, Assigns, etc.) of the First Part.

AND

M/s Airplaza Retail Holdings Private Limited, having its Registered Office at 715-
A, 7th Floor, Spencer Plaza, Suite # 218, Mount Road, Anna Salai, Chennai, Tamil
Nadu 600002 and Corporate Office at Plot No. 184, Fifth Floor, Platinum Tower,
Udyog Vihar, Phase-1, Gurugram-122016 (hereinafter called and referred to as the
“Lessee” which expression wherever context permits be deemed to include their
Successors, Legal Representatives, Assigns, etc.) of the Second Part.

Lessor and Lessee shall be collectively referred to as the “Parties” and individually
referred to as the “Party”.

A. Whereas the Lessor represents that the Lessor is the sole owner of the Property
bearing Survey No.-507/4, Padliyakala Nagar, within Municipality border of
Nagda, situated between Petrol Pump & Aara Machine, Mahidpur Road,
Madhya Pradesh (“Property”) vide registered Sale deeds dated 03.06.2011
executed by Smt. Manorama Maru and Yashwant Jain in favour of Lessor, and
registered Sale deed dated 30.04.2011 executed by Smt. Manorama Maru and
Smt. Meena Jain in favour of Lessor, both registered with the Sub Registrar,
Nagda, MP.

B. Lessor represents that further to Sale Deed dated 03.06.2011, said Smt.
Manorama Maru had purchased a portion of her share in the Property
admeasuring 200 sq ft vide sale deed dated 23.09.2009. However, it is
observed that the survey no. of the property i.e. Survey No.-507/4, Ward No.-
16(11), Padliyakala Nagar, within municipality border of Nagda, situated
between Petrol Pump & Aara Machine, Mahidpur Road, Madhya Pradesh for
area admeasuring 200 Sq. ft. is missing from the Sale Deed dated 23.09.2009
(the reference of which has been provided in the recitals of the property in Sale

2
 Deed dated 03.06.2011).

C. The Lessor herein represents that the Lessor had purchased the part of the said
Property being 511/1, 512/1, 516/1 and 517/1, Ward no.16 wherein the
aforesaid plot had been merged in to property bearing survey no. 507/4 by the
Revenue Department wherein the Khasra number has been merged in as
Municipal Numbers being Plot no. 187 and 188, Mahidpur, Nagda, MP.

D. Whereas the Lessor is the absolute owners of Ground Floor, First Floor,
Second Floor & Third Floor of the commercial property situated at Survey
No.-507/4, Padliyakala Nagar, within Municipality border of Nagda, situated
between Petrol Pump & Aara Machine, Mahidpur Road, Madhya Pradesh,
merged in to as Muncipal Plot/Building No. 187 & 188, Mahidpur Road, ward
No. 13, Nagda, Distt. Ujjain (as described hereiabove) (“having wall to wall
covered area of 17187 Sq.ft (as per Inclusion & Exclusion calculations of
covered area provided in Annexure 1A)

Floors Area (in Sq.ft.)

Ground 3947
First 4367
Second 4436
Third 4437
Total 17187

(hereinafter collectively called and referred to as “Demised Premises”) as per

the attached Annexure- 1

E. The Lessor hereby confirms that the Demised Premises is commercial and
there is no restriction in using the Demised Premises for the purpose of
3
 carrying on commercial activities and running a retail showroom in its
Demised Premises which has been approved by the concerned authority.

F. The Lessor hereby further confirms that the Lessor will obtain all the required
and necessary permissions from the concerned authorities for the building of
which the Demised Premises shall be a part and further commercial usage of
the Demised Premises, running of retail showroom and for further giving the
Demised Premises on lease to the Lessee on the terms and conditions as
defined in this Agreement.

G. The Lessor hereby agrees that, if in future, any Municipal, Local Government
Authority or any statutory body makes demand of any fees/charges on the
commercial usage of the Demised Premises, then the Lessor shall pay requisite
fees and charges solely at the Lessor’s own cost for using the Demised
Premises for commercial purposes.

H. The Lessor has represented that the Lessor is the absolute owner of the
Demised Premises and there is no pending litigation other than suit no.
48A/2023 in Nagda court for the construction of the Demised Premises and
stay order issued in MP no. 4559/2023. The Lessor further represents that the
Lessor has not entered into any Lease Agreement, Leave & License
Agreement, Rental Agreement or any other agreement in respect of the
Demised Premises and there is no charge, lien, interest, third party claim or
encumbrance over the Demised Premises and the said Demised Premises
accordingly being free from any kind of encumbrance, and can be given on
lease by the Lessors in favor of the Lessee. Lessor agrees that in case any
Encumbrances found then Lessor shall be liable to indemnify.

I. Whereas in pursuance of the representations of the Lessor, the Lessee has

4
 agreed to enter into this Agreement to Lease on the terms and the conditions as
agreed and reduced in writing as follows:

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. TERM OF THE LEASE

The period of lease shall be effective from the 01-05-2024 i.e., Rent Commencement
Date (“Effective Date”) and thereafter will continue for a period of 09 (Nine) years
11 (Eleven) months (“Term”). The Lock-In period shall be till 01-04-2025 (“Lock
in Period”). Further the Lock-In Period shall not apply in case the Lessor commits
material breach of the terms and conditions of the Agreement, the Demised Premises
is sealed/damaged/demolished or threatened to be sealed/damaged/demolished by any
Municipal/Statutory Authority or the Demised Premises cannot be used for operating a
retail store due to any Force Majeure event. The renewal/ extension of the Term is
subject to agreeing fresh terms and conditions at least three months prior to the expiry
of the present Term and the rate of monthly Rent as may be agreed and reduced in
writing between the Parties.

2. RENT

The Lessor hereby undertake and agree that the said due rent has been duly received by
him/it/them and nothing remains due till 30.04.2024.

The Lessee shall pay to the Lessor, a revenue share of 6% (Six percent) of the Net
Sales generated from the Demised Premises as monthly Rent, or to a monthly
minimum guaranteed calculated @ Rs. 20/- per Sq. Ft. per month, amounting to Rs.
3,43,740/- (Rupees Three Lacs Forty-Three Seven Hundred Forty Only), whichever is
higher (Rent). The Rent shall be paid on the 10th day of the succeeding month.

That the Parties herein agree that the rate of Rent shall remain the same as mentioned

5
 hereinabove, throughout the Term and under no circumstances, the Rent will be
escalated or converted into fixed rent. Further, it is agreed that the Lessor hereby
specifically waive of all its/his rights to seek an escalation in the Rent or conversion of
the same into a fixed rent.

That all payments made by Lessee under this Agreement shall be subject to deduction
of tax at source as required under the Income Tax Act, 1961 and/ or any other statutory
deduction as may be applicable. The Lessee shall further deliver the tax deduction
certificate(s)/ evidence of tax deposited to the Lessor at regular interval.

3. SECURITY DEPOSIT

That the Lessee has paid an amount of Rs. 14,43,735/- (Rupees Fourteen Lakh Forty-Three
Thousand Seven Hundred Thirty-Five Only) to the Lessor as adjustable Interest Free Security
Deposit (“Security Deposit”) and the same has been duly acknowledged by the Lessor.
The said Security shall remain with the Lessor and shall be adjustable against last 3 (Three)
month’s Rent payable to the Lessor before the Lease comes to an end by the efflux of time or
sooner determination by the Lessee.

4. POSSESSION

The Lessee is already in possession of the Demised Property.

5. COVENANT OF LESSEE

The Lessee in addition covenants with the Lessor specifically as follows:

(i) to pay the Lessor the monthly Rent hereby reserved at the time and in the manner
hereinbefore prescribed;

(ii) to pay electricity and water consumption charges in respect of the Demised Premises
pertaining to Term;

6
(iii) to permit the Lessor and Lessor’s agents at all reasonable times to enter upon the
Demised Premises for all reasonable purposes subject to reasonable notification to the
Lessee;

(iv) The Lessee shall not carry on any illegal/criminal activities in the Demised Premises;

(v) That the Lessee shall not store any inflammable articles including which may
cause/likely to cause damage to the Demised Premises or to life of any person;

(vi) Day-to-day repairs such as fuses, leakage of water taps, repairs and replacement of
electricity and sanitary fittings or any painting jobs within the Demised Premises has
to be done by the Lessee at its own cost. However, major structural defects, repairs
such as leakage’s of roofs, walls, bursting/ corrosion of electric cables, water pipes,
sewerage system, cracks in walls, painting of external walls, etc. shall be promptly
attended to by the Lessor at Lessor’s own cost;

(vii) The Lessee shall keep the Demised Premises in good condition and shall not cause any
damage thereto;

(viii) That unless renewed/extended or executed a fresh lease, the Lessee shall handover the
vacant and peaceful Demised Premises in good conditions (normal wear and tear
excepted) to the Lessor either on expiry of the Term or on termination of the
Agreement, as the case may be, to the Lessor against proper receipt;

(ix) That the Lessor shall not be liable and responsible to pay anyone on behalf of the
Lessee in any manner for the dues outstanding of the Lessee which the Lessee is
otherwise liable to pay.

6. COVENANT OF LESSOR

The Lessor does hereby covenant with the Lessee that:

(i) That the Lessor shall provide all necessary amenities and facilities as per the Lessee’s
need, requirement and specification as per attached Annexure-2.

(ii) The Lessor shall provide Fire NOC and its renewal thereof from the concerned
authorities for the Demised Premises and shall also provide Fire Alarm Sensors

7
 whereas the Lessee shall install the fire extinguishers inside its store. Lessor shall,
whenever applicable, be responsible for providing fire tank, fire pumps for providing
& maintaining the water pressure in the fire line, water supply, main and distribution
piping, fire sprinklers etc. complete with all necessary hardware and accessories as per
requirements of the authorities. All fire safety works should comply with National
Building Code / any requirements by the concerned authority(ies) of respective region
during the lease Term;

(iii) The Lessor shall provide an exclusive, free of cost, parking space of 3000 sq. ft. in the
back side open area of the Demised Premises to the Lessee;

(iv) The Lessor shall bear and pay all present and future taxes, including indirect taxes,
duties, cess, surcharges, sewage and water tax, levies, including property tax, outgoing
assessments payable, other statutory levies & charges payable to government, local
bodies and association, as may be required in respect of the Demised Premises.

However, Goods & Services Tax (“GST”) on Rent, as applicable by law, shall be
borne by Lessee subject to the fulfillment of following conditions by the Lessor:

a) Lessor has obtained GST Registration in Lessor’s own name; and

b) Lessor raises proper GST invoice on monthly basis; and

c) Lessor provides proof of payment of GST (i.e. challans) paid to the Authority.

It is hereby clarified that Lessee’s liability to pay GST shall only accrue prospectively
from the date the Lessor has obtained GST Registration and Lessee shall not pay any
amount towards GST prior to GST Registration by the Lessor;

(v) The Lessor shall provide an operational lift in the Demised Premises as per the terms
and conditions of this Agreement and Lessor shall also provide 10 Pax lift. Further in
the event, Lessor fails to provide the said Lifts then the Lessee shall have the right to
deduct an amount equivalent to 25% of the monthly Rent for each month till the
default continues;

(vi) The Lessor shall provide 2 (Two) DG’s set and further agrees that in case the Lessor
fails to provide the electricity connection in the Demised Premises, the Lessee shall
have right to adjust the expenses incurred on operating the store on DG Set from the

8
 monthly Rent reserved under this Agreement. Further, the Lessee shall further have a
right to install solar panel on the terrace of the Demised Premises as per its discretion;

(vii) On the condition that the Lessee, paying the Rent hereby reserved and other charges
and observing and performing the covenants and conditions contained herein, and on
the part of the Lessee to be observed and performed, the Lessee shall and will
peacefully and quietly enjoy the Demised Premises during the Term without
interruption or disturbances by the Lessor or any person or persons lawfully or
equitable claiming from, under or in trust for the Lessor;

(viii) The Lessor shall keep the Demised Premises comprehensively insured. Further, the
Lessee shall keep its furniture, fixtures, articles, equipments, merchandise etc. insured
at its own cost;

(ix) The Lessor shall carry out painting work of the external walls after every three years;

(x) The Lessor shall permit the Lessee peaceful and uninterrupted use and enjoyment of
the Demised Premises during the Term;

(xi) That the Lessor shall not allow any person except Lessee or assignee thereto to use the
Demised Premises in any manner at any point of time during the Term;

(xii) The Lessor shall neither open any competitive/similar business as that of the Lessee
nor let out any part of the building of which the Demised Premises is a part, to any
third party to open a store which is same or similar to the nature of the Lessee’s retail
business in the building in which the Demised Premises is situated;

(xiii) The Lessor acknowledges that it has no lien on the merchandise stored/ displayed for
sale or other goods including furniture, computers etc. and the Lessee shall have
complete freedom and liberty to remove them from the Demised Premises at will,
irrespective of any other differences or disputes with the Lessor. The Lessor further
acknowledges that the merchandise and other goods of the Lessee in the Demised
Premises are of a perishable nature and in the event of the Lessor causing any obstacle
to them removed by the Lessee, without prejudice to other remedies available to the
Lessee, be liable for damages which will include but not limited to diminution of
value, financing costs of such merchandise etc.;

9
(xiv) Notwithstanding anything contained in this Agreement in case the Lessor fails to
provide any of the amenities as specified in the Clause 8 of this Agreement including
but not limited to an operational lift in the Demised Premises as per the terms and
conditions of this Agreement, then in that event, the Lessee shall have the right to
deduct an amount equivalent to 25% of the monthly Rent for each default for each
month till the default(s) continues.

7. Provided always and it is hereby agreed and declared as follows:

(i) The Lessee shall be entitled to put up at its own cost internal temporary, removable
partitions/cabins/ install air conditioners/ telephones or any other electrical appliances
in the Demised Premises.

(ii) That the Lessor shall acknowledge and give valid receipts in the form and manner as
prescribed by the Lessee for each and every payment made by the Lessee.

(iii) That the Lessor shall permit adjustment of the interest free Security Deposit against
the Rent dues towards the last period of the Lease of the Demised Premises.

(iv) The Lessor hereby undertakes that the Lessor or any of his agent have not offered,
promised, given, authorized, or solicited any pecuniary or other advantage of any kind
(or implied that they will or might do any such thing at any time in future) in any way
connected with the Agreement. The Lessor further undertakes that if the aforesaid
activity comes to the knowledge of the Lessee, then the Lessee may without prejudice
to its right to recover losses/damages suffered by it, stop the payment of Rent till the
time actual losses/damages are not ascertained/recovered from the Lessor and may at
its sole discretion terminate the Agreement and recovers the Security Deposit along
with incidental expenses due to termination of the Agreement. In case the Lessor or his
agent(s) becomes aware of such action/ incident/ practice by Lessee or its Agent(s) or
Consultant(s), Lessor shall bring the same to the notice of the Lessee immediately in
writing by sending an email to ethics@vishalretail.co.in or in the alternate through
post to Ethics Cell, Airplaza Retail Holdings Pvt. Ltd., Plot No. 184, Fifth Floor,
Udyog Vihar Phase- 1, Gurugram, Haryana.

10
(v) Stamp Duty, Legal expenses and registration charges including all incidental expenses
would be borne equally by the Lessor and the Lessee.

8. LICENSES

Lessor shall obtain all licenses, permissions, authorizations, consents and permits
including but not limited to Fire NOC, Trade and Shops & Establishment License
(“Licenses”) on behalf of the Lessee for operating its retail store from the Demised
Premises and further manage its renewal throughout the Term. However, the Lessee
shall pay the statutory fee for such Licenses. Lessor shall provide all necessary
documents and assistance wherever required to the authorized representatives of the
Lessee in order to ensure facilitation and to speed up the process of obtaining the
Licenses and permissions.

9. SPACE FOR SIGNAGE/EQUIPMENTS

The Lessee shall have right to put up and display its signage(s) anywhere in/out the
Demised Premises including but not limited to roof top, walls, free of any Lease Rent
or charges. The Lessee shall also be entitled to put up/install Antenna Tower/V Sat or
any other equipment at a convenient place on the terrace of the Demised Premises, to
establish connectivity for its business operations from the Demised Premises.

10. TERMINATION

1. The Lessee (Only), if for any reason wishes to terminate the lease (wholly or
partially), prior to the expiry of the Term, shall serve upon a notice in writing to the
Lessor in their behalf at-least 3 months in advance. The Lessor cannot terminate
the agreement before the expiry of Term.

2. However, notwithstanding anything contained in Clause 10.1 & Lock- In Period as

mentioned in Clause 1 above, the Lessee may, in its sole discretion, terminate the
Agreement immediately on happening of any of the following event:

11
(a) Lessor commits any material breach of any of the terms and conditions of the
Agreement including but not limited to non- compliance of Clause 06/08/14 of the
Agreement; or

(b) The Demised Premises or any portion thereof is sealed/damaged/ demolished by any
statutory authority; or

(c) The Demised Premises is rendered unusable due to any Force Majeure event (defined
below).

11. That if the Lessor at any time during the term sells or transfers its rights in the
Demised Premises as a whole or in part thereof, then the Lessee shall have no
objection to it subject to the Lessor making/providing the same arrangement with the
prospective transferee(s) on the same terms and conditions contained herein including
transfer of Security Deposit to the new owner. The Lessor shall inform the Lessee at
least three months in advance of any such sale. The Lessor shall ensure that such
transfer or assignment of the Demised Premises shall not be done in metes and bounds
and that the Demised Premises shall always be a composite unit.

12. The Lessor hereby agrees that during the Term, the Lessee shall have the right to
assign its lease rights (including business interest) to any third party for the Demised
Premises on the same terms and conditions as mentioned in this Agreement, or any
modification/addendum as may be agreed between the Parties from time to time.

13. LAND USE/INDEMNITY/LIQUIDATED DAMAGES

1. Lessor will be responsible for any kind of legal or Municipal Corporation liabilities,
which may arise due to land & building use during the Term of Agreement.

2. The Lessor hereby confirms that no portion of the Demised Premises is having illegal
construction and that the Demised Premises is commercial and there is no restriction in
using the Demised Premises for commercial purposes, including but not limited to
carry on retail activities. The Lessor hereby further confirms that they have obtained
12
 necessary permissions from the concerned authorities for giving the Demised Premises
on lease to the Lessee for the purpose of establishing commercial unit, including but
not limited to carry on retail activities. The Lessor undertakes to indemnify and hold
the Lessee harmless against any and all consequences of such restriction of use
including, but not limited to, costs, charges and expenses incurred in relation to any
suits, litigations, legal proceedings commenced in this regard and any other costs that
may arise as a direct or indirect consequence of the aforesaid restriction of the right of
the Lessee to use the Demised Premises. In addition, and without prejudice to other
rights available under the law, in case of any litigation occurs in relation to the
Demised Premises, the Lessee shall have the right to immediately terminate this
Agreement or any other agreement executed between the Parties and would be entitled
to get refund of the Security Deposit.

3. If in future, any objection is raised by any Municipal, Local, State or Central

Government or Regulatory Authorities or any other Statutory body regarding the
usage of the Demised Premises or any portion thereof for commercial purposes, the
Lessor shall pay the requisite charges for regularization & usage of the Demised
Premises to keep fit for commercial activities of the Lessee. Further, if any part of the
Demised Premises is declared illegal construction at any point of time during the Term
by any authority then in such case Lessor shall rectify the same at Lessor’s own cost
and expenses without referring it to the Lessee.

4. That if at any time during the Term any compounding fees, dues, duties, cess charges,
statutory levies etc. are levied in relation to the Demised Premises by any statutory or
regulatory authority, then in the event of non-payment by the Lessor, the Lessee shall
have the right to pay it and the payment made by Lessee shall be treated as deemed
payment towards Lease Rent and shall be adjusted/ recoverable along with penalty @
24% p.a. from the Lease Rent payable under this Agreement. However, in such a case
the Lessor shall be liable to pay to Lessee as liquidated damages, an amount equivalent
to the per day Lease Rent (subject to maximum amount of such charges paid), for each
day of delay from the date of cause of action arises/ payment made by the Lessee, until
the date of rectification of such defects/ reimbursement of such expenses to the Lessee.

5. It has been agreed between the Parties that the Lessee may enter into
13
 agreement/arrangement with manufacturers, suppliers, vendors, service providers or
any third party (ies) for the purpose of setting up of shop-in-shop or any other
arrangements in the Demised premises and running of businesses that may be decided
by the Lessee time to time.

6. In case any Municipal, Statutory or Regulatory Authority demolishes or seal the

Demised Premises or any portion thereof due to illegal construction, commercial
usage, any deviation, then in such a case, the Lessor hereby expressly and irrevocably
agrees that he/she will indemnify/pay/reimburse/compensate the Lessee for the same
at the actual CAPEX (Capital Expenditure incurred by the Lessee for the
establishment of store) amount incurred by the Lessee towards the Demised Premises
or portion and any other incidental cost/damages thereto and further agrees that the
Rent shall be reduced proportionately for the Demised Premises on account of the
demolition or sealing thereof.

14. DOCUMENTS

The Lessor shall furnish the following documents to the Lessee:

1. Proof of ownership (Title Agreement, Title Search, Revenue Records)

2. Approved Building Plan/Revised Sanctioned Layout Plan of the entire Demised

Premises.

3. Proof of payment of commercial conversion charges

4. Copy of the completion and occupation Certificate

5. Consent, Sanction, NOC from various Govt. Dept. required for

commercial use of the Demised Premises,

6. Clearance certificate from Fire Officer (Fire NOC)

7. Mutation Certificate.

8. Structural certificate duly certified by a registered structural engineer/ consultant.

14
15. FORCE MAJEURE/ACT OF GOD

1. “Force Majeure” means an event on account of act of god, war, riots, fire, flood,
hurricane, typhoon, earthquake, lightning, explosion, strikes, lockouts, slowdowns,
mob-violence, terrorism, prolonged shortage of energy supplies, any
government/statutory action, any other force majeure events or for any reason
whatsoever.

2. That neither Parties shall be responsible or held liable if at any time during the term of
the Agreement, the Demised Premises is damaged or destroyed on account of any
Force Majeure events as described hereinabove or for any such reason whatsoever.

3. If at any time during the Term of the Agreement the Demised Premises is damaged or
destroyed on account any Force Majeure events or for any reason whatsoever, so as to
render the Demised Premises or any part thereof unfit for the use of the Lessee then, in
such event, the Lessee confirms that it shall not be unlawful for the Lessee to continue
to hold the Demised Premises without the payment of the Lease Rent until the damage
is repaired by the Lessee. In case the Lessee opts to continue to function from any
undamaged part thereof, then for the damaged and unused portion of the Demised
Premises, on a pro-rata basis, Lease Rent payable by the Lessee shall cease and will
not be payable till such time that the Demised Premises (or part thereof, as the case
may be) have been repaired by the Lessee and rendered fit for use by the Lessee.
Provided this clause shall be without prejudice to all other rights and remedies to
which the Lessee may be entitled by way of statute or otherwise, including the right to
terminate the Agreement in accordance with Clause 10 above.

16. All disputes, differences and questions of any nature which at any time arise between
the Parties to this Agreement or their respective representatives and assigns or any of
them out of the construction of or concerning anything contained in or arising out of
this Agreement or as to the rights, duties or liabilities under it of the Parties to it
respectively or their respective representatives shall be subject to the exclusive
jurisdiction of the courts at Nagda, Madhya Pradesh. The disputes shall be settled by
the arbitrator to be appointed by the Lessee in accordance with the Indian Arbitration

15
 & Conciliation Act 1996. The venue of arbitration shall be at Gurugram, Haryana and
the arbitration proceedings shall be conducted in English language. The applicable law
shall be Indian law.

17. These terms constitute the Agreement between the Parties and shall be registered as
Lease Agreement within four months from the date of commencement of operation /
Effective Date (or any time ahead of these dates) without any change in terms agreed
under this Agreement except changes required, if any, due to final measurement of
area, consequently change in amount of Rent and Security Deposit. Each Party shall
indemnify and hold other harmless from and against liabilities, losses, damages,
claims, or causes of action, and any connected expenses that are caused, directly or
indirectly, by or as a result of the negligent performance by each other of this
Agreement.

IN WITNESS WHEREOF the Lessor and the Lessee have signed this Agreement in the
presence of the following witnesses:

Signed and Delivered

By the within named Lessor

Name: Smt. Hemlata

16
Signed and Delivered

By the within named Lessee

Airplaza Retail Holdings Private Ltd.

Through its authorized signatory

Name: Mr. Siddharth Raghuwanshi

Designation: Store Manager

WITNESSES:

1.

17
ANNEXURE-1 GROUND FLOOR

18
FIRST FLOOR

19
SECOND FLOOR

20
THIRD FLOOR

21
 ANNEXURE-2

NAGDA

SCOPE OF WORK-

CIVIL

a) To provide hall with R.C.C slab, column, beam structure with foundations, tie beams,
adequate water proofing (with guarantee for the lease term) and rain water drainage
facility. Structure is to be made earthquake resistant by keeping provisions for
buildings in respective seismic zone as per Indian Standard codes. Floors to be
provided Ground, First, Second & Third Floors. Preferred bottom of beam level from
finish floor level of any floor is 9’-6”, any deviation from same should be mutually
agreed. In case the Bottom of beam is lesser than prescribed height, the additional
CAPEX cost incurrence due to reduced height in HVAC equipment (including HVAC
ODU & AHU units, copper pipes, wiring, cabling, cable tray, etc) as Lessee will be
incurring higher OPEX cost.

b) All external wall surfaces to be plastered with 1:6 cement-sand plaster of ¾” to 1”

thick in perfect line and level, waterproofed & finished with Exterior Grade
Emulsion Acrylic & Stain Enamel paint of approved color and make. Maintenance
of external façade including periodic repainting after every 3 years (or whenever
required) will be done by lessor.

c) To provide structural members including Walls, Slab, Columns, beams etc. free from
22
 any seepage of water with guarantee from certified water proofing experts.
Maintenance of waterproofing whenever required will be done by lessor.

d) All structural members including walls, slab etc. surfaces to be leveled in perfect line
and level with P.O.P punning & Putty.

e) To get pesticide & Termite proofing done from certified vendor with at least 6 month
guarantee certification. Thereafter it will be responsibility of the Lessee.

f) To consult all drawings provided by lessee with of local team of Architects and
structural engineers of said building before executing same. Lessee will not be
responsible for any damages while & after its execution.

g) To provide Structural stability certification for building with commercial

occupancy/mercantile usage from a licensed structural consultant for leased period.

h) To build 9” Thick brick walls with 1 ½ “ thick plaster for on all floor periphery of
property / window openings on All Floors & 4.5” Thick brick walls with ½” Thick
plaster on both sides for New Toilets / MEP Shaft / Electric Panel Room / Store /
Staff & Back office rooms / wherever required with Doors etc. complete as per design
drawings shared by lessee.

i) To provide operational toilets with 2 Nos. W.C and 2 Nos. Wash basins for ladies
separately and 1 Nos. W.C, 3 Nos. Urinals & 2 Wash basins for gents Toilet along
with all necessary hardware, accessories and fittings as per detail drawings and
specifications shared by the lessee. All walls and floor of toilets to be finished with
wall tiles of make shade as specified in drawings by lessee. Toilets to be complete in
all respect including exhaust fans, Lights, door hardware, soap dispensers, paper towel
dispensers, hand dryers, Janitor closet, vanity closet below wash basin counter etc.
complete. All Hardware & Accessories to be ISI marked & branded as per
Specifications of Lessee. All sanitary fittings to be as specified in annexure shared by
lessee. All doors to be of BWP grade 32 MM thick Greenply/Kitply make flush doors
with laminate finish on both sides complete with all necessary hardware and
accessories of Godrej/Solo/ebco/Harrison make.

j) To provide one MEP shaft(s) of 5’ X 2’ size slab cutouts covered with brick wall with
23
 7’ X 4’ lockable double door on Lower Ground & Terrace floor (wooden doors on All
Floors and M.S door on Terrace level). Outside surface of shaft to be finished with
plaster, Putty and paint as per drawings shared by lessee.

k) Water-tank of capacity 5,000 litres, of make Sintex. Placed on the terrace / mutually
agreed location over base / platform as per the details shared by Lessee.

2) DEMOLITION

a) To dismantle/demolish any toilet, partition, Brick walls, electrical wiring, old unused
plumbing & make it as required & directed by lessee.

b) Any Existing Stairs, not as per the Lessee requirement to be demolished and new slab
casted to make it in level with the remaining of the floor area.

3) FINISHING

a) All Floors of the Leased area to be in Level, and Vitrified tile flooring of size 600 X
600 mm of Kajaria (K6000) / similar tile shade & specifications in HR Johnson
(Ivory SF) to be laid in level after rectification of any undulations in the floor. All
joints to be in line and filled with white cement grout. Tiles should be properly laid as
specified without any air cavity & gaps.

b) All structural members including walls, slab etc. surfaces to be provided with 2 coats
of primer and 3 coats of emulsion acrylic/satin enamel paint (upto 7’-0” high in
high traffic areas as required by lessee) of pure white shade of Asian Paints /
Nerolac or equivalent make. Paint to cover all structural member surfaces with no
visible plastered surface.

4) STAIRS, RAMP & LIFT

a) To build Main Entry & Exit steps 6’-0” to 8’-0” wide (min. 6’-0”) to Ground Floor
with 6” riser and 1’-0” tread (step) finished with black/brown color 19mm thick

24
 granite stone with 304 grade SS railing on both sides as per drawings shared by lessee.

b) To build separate Ramp of width 4’-0” to 6’-0” from road level to Ground floor
finished floor level with slope of 1:10 with no interference from vehicular traffic to be
used for customers carrying goods on trolleys. Ramp to be finished with flamed
granite/paver tiles/interlocking paver blocks & 304 grade SS railing on both sides as
per drawings shared by lessee.

c) To build/provide internal exclusive staircase 5’-0” TO 6’-0” (min. 5’-0”) wide with
6” riser and 1’-0” tread (step) finished with black/brown color 19mm thick granite
stone with 304 grade SS railing on both sides on all floors from Lower Ground Floor
Area to Terrace Floor as per drawings shared.

d) To provide Lift Shaft with operational lift of 10 PAX Capacity of Otis / Schindler /
ECE / Thyssen Krupp make including automatic sliding doors and with
guarantee/warranty as per manufacturer’s standards. Lift entry fascia to be clad with
19mm thick black/brown granite as per detail drawings shared by lessee. The Lift will
be exclusive for Lessee. (To be ordered and PO to be provided within 2 working days
to Lessee)

e) To build/provide fire escape stairs of 5’-0” wide with 6” riser and 1’-0” tread (step)
finished with black/brown color 19mm thick granite stone with 304 grade SS railing
on both sides as per drawings shared.

f) To Provide 2 Hr. Rating Fire Door(s) of 1.2mm GI Sheet thickness wherever

required with Panic bar connected with hooter system as per Fire norms &
specifications / details provided by lessee.

5) BUILDING & STORE FAÇADE

a) Front Façades to be finished with exterior grade A.C.P cladding & Toughened
Glass with aluminum frame work in perfect line and level as per drawings shared by
lessee or as specified by site engineer. ACP & Glass Shades as specified by lessee

b) To provide Canopy as per the drawings shared by lessee over the entry / exit platform.
25
c) To provide 12mm thick Clear toughened fixed glass glazing [frameless] on front
façade Ground, First, Second & Third Floor as per drawings shared. All grooves to be
filled with clear silicon.

d) To provide swing doors 12mm thick clear toughened glass complete with floor
spring & all necessary hardware & accessories like patch fittings, handles, locking
arrangement etc. for entry and exit (separate if required) as per detail drawings shared
by lessee. All hardware & accessories to be of Dorma /Ozone.

e) To provide rolling shutter(s) with gear box operational in working condition with
enamel paint finish of SILVER (ALUMINUM) shade of ASIAN Paints make covering
all exposed surfaces inside and outside, with central locking arrangement covering all
fixed glazing & entry exit doors on Ground Floor front façade.

f) To provide fully developed parking in Basement area @ free of cost to

accommodate four wheeler parking with all necessities including finished flooring
(P.C.C, Paver Tiles/Blocks or as mutually agreed), floor demarcations, signage,
railings, gate, lighting etc. complete.

g) External Front area development with easy access to premises with leveling and
finishing of floor with Paver tiles/blocks etc. complete as per drawings shared by
lessee, Including breaking any boundary wall & metal gate / grill at plot boundary.

h) To provide space for Main Signage as required on Front & Side Facades and on top
of the Building and Vertical Totem signage in front boundary of the property as per
mutually agreed locations. Lessor to provide flat surface of ACP as required by
lessee and as per the dimensions & drawings shared.

6) SERVICE REQUIREMENT

a) To provide 150 sqft. (approx.) Size 12’-0”X12’-6”X11’-0”(HT) space for electric

panel room at mutually agreed location based on feasibility & accessibility including
construction of space as per drawings shared by lessee complete with ventilator
exhaust, M.S door etc @ free of cost. Location of electric room to be as near to

26
 generator(s) as possible.

b) To provide free of cost space to keep Generator(s) at Ground Level or mutually

agreed location with construction of generator platform structure with 2’-6” wide
service platform (catwalk) in M.S framework & checkered sheet floor as per drawings
shared by lessee.

c) To provide space for HVAC outdoor units at mutually agreed location. MS Cat
Walk Platform to be provided at each floor or as required with access ladder as per
Lessee’s requirement & specification for Outdoor units of A.C machines.

d) To provide space for servo stabilizers & Diesel Tank at mutually agreed location as
per details shared by lessee.

e) To provide space for 12 Nos. Chemical earth pits at mutually agreed location for
electrical equipment installed by lessee.

f) To Provide 150 sft space for keeping scrap materials enclosed by fencing of Metal
Angle Frame with Barbed Wire / Wire Mesh inclusive of gate at a mutually agreed
location @ free of cost.

g) If required any Equipment or services to be installed at Terrace then the following

works to be carried out by Lessor :

 To provide 9” thick parapet brick wall all around terrace of height 7’-0” wherever
common wall is shared with neighboring property & 3’-3” height for road side with
stone coping etc complete.

 To provide access to Terrace with staircase covered with Mumty of at least 8’ clear
height (finished floor level to slab/beam) on terrace with adequate
waterproofing/storm water drain with 3’-6” wide M.S safety door complete with lock
etc.

 To provide Terrace flooring with brick tiles/kota stone in perfect line, level & slope
with proper water proofing, mortar Golas and storm water drain facility.

27
7) ELECTRICAL & SERVICES

a) Providing sanction electric load of 160 KW (approx) with preferably single meter/as
mutually agreed including installation of all necessary equipments including 1.
Transformer 2. VCB of requisite rating 3. CTPT meter 4. Cable up to the panel 5.
Panel room 6. Security Deposit and 7. Earthing 8. Main Incomer 400Amp MCCB of
requisite Rating after Transformer LT Supply (415V) / HT Supply etc. complete as per
guidelines of Municipal Corporation under which jurisdiction said building falls. Non
Exclusive transformer for the Lessee.

b) Providing & connecting main electrical supply cable 1 Run of 3.5C x 240 sqmm
Aluminium Armoured XLPE Cable Skytone/Polycab/Havell’s make as required
from main meter to servo & servo to electric main panel of lessee for said load.
(Note : Actual size of Main Supply Cable will be based on the SLD)

c) To provide Electrical Equipment and Services :

1) 2 DGs to be provided - 140 KVA + 62.5KVA with necessary permissions to operate

as per CPCB II of approved makes provided by Lessee, specifications of the DG are to
be submitted by Lessor to Lessee for Approval. Drawings for location of DG set on
Roof top / within premises to be provided to lessee for approval. The Generator
exhausts piping works (including support structure) as per CPCB Norms & Fuel tank
arrangements as required to be executed by the lessor & its costs to be borne by lessor
also.

2) DG to be provided with Residential Grade Exhaust Silencer, clad with 50mm

Loosely Bound Resin (LBR) Mattress / Mineral Wool / Rockwool , density not less
than 120KG/m3 and Aluminium Clading (.6mm thk)for the complete portion. The
Exhaust to be atleast 5’ above the top most floor of the building / adjacent residential
building whichever is higher.

3) Lessor to provide 100% Power Backup as per the Load requirements of the Lessee in
any case of Power failures.

4) If the DG has to be placed in the basement or Stilt floor, Lessor to provide Residential
Grade Exhaust Silencer, clad with 50mm Loosely Bound Resin (LBR) Mattress /
28
 Mineral Wool / Rockwool , density not less than 120KG/m3 and Aluminium Clading
(.6mm thk) for the complete portion. The Exhaust to be atleast 5’ above the top most
floor of the building / adjacent residential building whichever is higher.

5) Rubber Mats to be provided for Electrical Room with Shock treatment Charts &
Danger Signs of approved make as per Drawings provided by the Lessee.

6) Halogen Lights in the DG & Electrical Panel Room Area of approved make as per
Drawings provided by the Lessee.

7) Exhaust Fans for Toilets & Electrical Room of approved make as per Drawings
provided by the Lessee.

8) Lessor to provide Automatic Fire Suppression system including Sprinkler system,

main raisers, Fire Hose Reel, as per NBC.

9) All equipment under Lessor scope, unloading & loading to be borne by the Lessor.

8) INTERIOR

a) To Provide & Fix Civil Works and Services as per drawings & material
specifications provided by Lessee:

1) 32 mm Flush doors finished with shade of laminate as approved by the Lessee, Brass
hinges , mortise lock (Godrej or approved equivalent), handle (latch), Door closer
(Ebco, Dorset or approved equivalent make) with Marindi wood door frame of size
50 x 100 in matching satin enamel paint. Size & location as per drawings provided by
Lessee.

2) Anti-static Vinyl Flooring in Server Room Area

3) MEP Shaft Plywood platform with Metal support structure

9) MISCELLANEOUS

a) Any expense for shifting/relocation (& also expenses relating to it) of lessee
equipment once agreed and fitted at mutually agreed location desired by lessor to be
29
 borne by lessor completely & wholly in all respect.

b) Ventilation & Maintenance/upkeep of common areas/services including parking

etc. (if any) to be borne by lessor.

c) All above works to be carried out as per NBC norms for mercantile buildings IS
Codes & local government body requirements.

d) Lessor to provide 25kVa DG & 10KW EB power supply at site for Lessee to carry
out interior & other construction works till the time permanent power required & ATL
Recommended DG sets are available at site.

e) Lessor to provide 1 no DB with necessary switch fuse unit, MCB & earthing, 10
nos of tubelights along with required wiring at site safely to carry out construction
activity.

30