KredX Finance Private Limited

Letter of Intent
Sanction Letter No.: SN-3034
Date: 06/05/2024 04:17 PM
Subject: Initial Funding Limit agreed upon for an Amount of Rs.60,00,000
To,
M/S Shoegaro Fashions Private Limited (hereinafter called as “Customer”)
(CIN: U19129UP2019PTC118764) and
PAN:ABCCS3076L
Dear Sir,

With reference to your application dated 06/05/2024 requesting us, KredX Finance Private
Limited, for approval of funding limits at existing levels and subsequent correspondence in
this regard, we have the pleasure of allowing an initial funding limit of Rs.60,00,000 for
invoices with a maximum time-period of due date being 90 days, which are available subject
to your acceptance/fulfilment of the terms and conditions outlined in this Letter of Intent:
Maximum Payment Period for Individual Invoices 90 Days
Total Exposure allowed Rs 60,00,000
Permitted funding limit is based upon evaluation of the documents submitted to us. Post
submission of the outstanding documentation, a comprehensive due diligence and risk
assessment would be conducted which may alter the approved limit marginally or
significantly. This letter is not a firm offer of approval or funding limit from KredX. The
facilities provided by KredX platform will be available on successful onboarding, contingent
upon receiving the complete documentation, risk evaluation and verification. The letter
should be accepted within 10 days from the date of issuance otherwise this letter will stand
void and cannot be executed. The facility provided is valid only for 12 months from the
signing of Seller Services Agreement on KredX Platform. The facility will be revised in the
following year subject to satisfactory evaluation.
We convey our best wishes to you and welcome you to the KredX family. Please feel free to
get in touch with us at the coordinates below in case of any clarification or concerns.
Assuring you of our best services at all times.

<<Signature page follows>>

KredX Finance Private Limited

For KredX Finance Private Limited

Name: Manish Kumar

Designation: CEO
KredX Finance Private Limited

Overall Exposure* Rs 60,00,000 (Sixty Lakh Rupees Only)

Max Tenure for 90 Days from the date of listing on the platform
Discounting
Invoices more than 90 days old will not be discounted on the KredX
platform. In case where Enterprise(s) (as defined below) issue Goods
Invoice Ageing Receipt Note (GRN), the GRN date should not be older than 90 days on
the date of discounting, irrespective of age of invoice.

Seller Shoegaro Fashions Private Limited

Enterprise(s) (hereinafter
Enterprise Limit Cap (If any)
called as “Customer”)on
which Invoice(s) raised Relaxo Footwears Limited 60,00,000
16.10% per annum
Suggested Discount Suggested discount rate is subject to variation as per RBI’s decision on
Rate benchmark rates. The Seller will be given a prior intimation in case of any
such change.
Suggested Discount Rate + 24% per annum on the outstanding
Penal Interest Rate balance
2% of Total Discounting Limit or Rs. 20,000
(whichever is higher) i.e. Rs 1,20,000 +applicable taxes
The Annual Platform fees will be paid by the Seller upfront.
Annual Platform Fees OR
(Non - refundable) The annual platform fees will be deducted from the invoices discounted
on the platform till the total Annual Platform Fees is collected.
The deducted amount will be 20% of the total deal value or the remaining
amount of annual platform fees, whichever is lower.
Invoice(s) to be discounted keeping a margin of 20.00%
In case where Enterprise(s) issue GRN against an invoice(s), the margin
Margin will be applicable on the GRN amount and not the invoice(s) amount
The margin may change based on past repayment track record even
after commencement of discounting.
PAYMENT ADVICE
The outstanding against the invoice(s) discounted on the KredX platform
will be settled based on payment advice(s) received from the
Enterprise(s). In absence of any payment advice the settlement will
Settlement effected through FIFO method for such amounts which have been
received without a payment advice. In case of an overdue amount of an
invoice discounted on the KredX platform, the lending partners reserve
the right to settle the overdue amount from any payment received from
any Enterprise(s) of the Seller.
In case the Seller/Enterprise(s) prepays the outstanding amount within 15
Prepayment (fifteen) days of the invoice listing date, the discounting cost for entire 15
(fifteen) days will be applicable
KredX Finance Private Limited
List of Pre-Approval Documents:
1. Last 12 months bank statements of all accounts (net banking pdf
format)
2. Last 12 months sales ledger of all Enterprises (for which invoice
discounting is sought)
3. Last 12 months GST returns for all regions (GSTR-3B)
4. Last 3 years audited balance sheet,profit &loss and
cashflowstatements along with audit reports
5. Declaration of CC/OD/Terms Loan/Other Secured Borrowing etc.
with monthly obligation
6. Credit Bureau Report Pull consent letter duly signed and
acknowledged

Indicative List of Post-Approval Documents:

1. KYC documents of Director(s) /Partner(s)/Proprietor /Authorized
Signatory(ies) – Identity Proof (PAN Card and Aadhar is
mandatory); Residence Address Proof; Photograph(s), Contact
Detail(s)– phone number(s), email address(es)
2. KYC documents of the Firm/Organization/Company –
Incorporation Document (COI for companies/LLP, Partnership
deed for partnerships); PAN Cardand Udyog Aadhar is
mandatory; GSTRegistration Certificate; Office Address Proof;
Contact Detail(s) –phone number(s), email address(es)
Documents 3. Board Resolution/Partnership Resolution/Declaration by
Proprietor in the format prescribed by KredX
4. Certification of Incorporation, Articles of Association &
Memorandum of Association (if it is company) along with current
address proof
5. Bank Confirmation Agreement from the Enterprise
6. Personal Guarantee furnished by the Director(s)/Majority
Shareholder(s)/Partner(s)/Proprietor
7. Last 2 years Income Tax Returns (Company/Partnership
Firm/Proprietor)
8. 5 Cheque(s)/NACH/E-NACH mandate of the sanctioned amount
9. Signed Seller Service Level Agreement

Indicative List of Pre-Disbursal Documents/Conditions:

1. NACH/E-NACH mandate to be duly registered and approved
2. Receipt of first credit from the respective Enterprise(s) in the
virtual account maintained by KredX
3. Contact details of the person verifying the invoice(s) from the
Enterprise to be shared - phone number(s), email address(es)
4. Invoice(s) to be accepted by the Enterprise(s) in a manner
prescribed by the lending partners of KredX in consultation with
KredX
Security
Provider(s)/Guarantor(s) Ankit Kumar
, if any
Personal Guarantee
KredX to receive transfer by way of assignment of the right over the
Security accounts receivables of the Seller due from the Enterprise(s) whose
invoice(s) are discounted on the KredX platform.
KredX Finance Private Limited
Default Event
Additional conditions
precedent to disbursal
Additional conditions
subsequent to disbursal
Subject to satisfactory evaluation of all pending documents
1. Payments not received on or before the due date will be treated as
overdue/default by the Seller
2. Any default in any other loans/facilities/arrangements availed by the
Seller from any institution shall be tantamount to default in this facility
also
3. No further discounting will be permitted in case of default under any
facility by the Seller
1. Submission of any pending pre- approval documentation
2. CIBIL pull consent letter
3. Board resolution nominating a person with powers to engage and sign
on behalf of the seller – authorized signatory
4. Creation of Escrow account and setup as payment account with
Seller’s enterprise clients and a copy of certifying proof
5. Corporate Undertaking from Enterprise’s authorized signatory on
company letterhead with Designation, Address, Desk Phone and Mobile
6. Invoice verification contact address, email and phone
7. Directors / Proprietors/Companies last two years ITRs
8. Submission of security cheques for the sanctioned amount
9. Payment will be done only in Working Capital account if available
10. Discounting to commence only after first credit has been witnessed
from the Enterprise/(s) in the designated escrow account
11. NOC from Gromor Finance Private Limited.
1. Bank statements for all operating accounts to be submitted by 10 of
every quarter end
2. GST returns for all the regions should be submitted by 10 of every
quarter end
3. Month-on-month MIS (including profit & loss, balance sheet, cash
flow) should be submitted by 10 of every quarter end
4. Additional borrowing details should be submitted by 10 of every
quarter end
5. Audited financial statements along with audit report for the
immediate previous financial year should be submitted on or before
10 of October every year
6. No change in Escrow payment mechanism from Enterprise
7. Timely and complete payment of funding received from KredX
8. Continued verification of Invoices from the Enterprise
9. Not filed for Bankruptcy / Reconstruction / Rehabilitation
10. No legal proceedings initiated against the company
KredX Finance Private Limited
OTHER IMPORTANT TERMS AND CONDITIONS
1. Kredx reserves the full right to withdraw partial or complete limit at any point of time with
rational.
2. Please note that this communication should not be construed as giving rise to any binding
obligation on part of Kredx, unless the seller communicated to Kredx, within 10 days from the
date of this letter that the terms and conditions setouts herein are acceptable and unless the
agreement and the other documents relating to the above facility are executed by the seller in
such form as may be required by Kredx within 1 month from the date of this letter or search
for the time as may be allowed by Kredx in its absolute discretion.
3. Period of Advance: Repayment date for any funding shall not be more than 90 days from
the date of disbursal. The funding amount is to be repaid as per the repayment schedule
decided and agreed upon at the time of funding, post which a penal interest would be liable
and due on the funding amount.
4. Annual Platform Fee:KredX shall charge a non-refundable Annual Platform fee of Rs.
1,20,000+applicable taxes towards annualised fee to give access to the technical system
that propagates Invoice Discounting including account statements, discounting details, due
diligence and other technical systems. Annual Platform Fee is subject to changes based upon
the usage and credit limit granted to the business.
5. Cheques/NACH Mandate: The Seller shall provide undated Cheques/NACH Mandate for
legally recoverable debt for the sanctioned amount. If at any time, KredX is of the opinion, that
the Cheques amount have become inadequate to cover the limit of the sanctioned amount
and/or extended limit of the sanctioned amount, the Seller shall provide and furnish additional
Cheques as may be acceptable to KredX to cover such deficiency. KredX agrees to return
Cheques/NACH mandates and when Seller no longer discounts Invoices on KredX platform
and/or no outstanding(s) pending on Platform.
6. Personal Guarantee: The Seller shall provide Guarantee to KredX on behalf of Purchasers.
KredX, on behalf of Purchasers shall have right to enforce guarantee. The Guarantor shall
irrevocably and unconditionally guarantee the due repayment to KredX, on its first demand
without demur and/or contestation and in the event of failure on the part of Customer or Seller
in repaying the same to KredX or discharging its liability thereunder (the decision of KredX as
to such default / failure of the Customer or Seller shall be final, conclusive and binding on the
Guarantor). The security shall be furnished in a format prescribed by KredX upon payment of
appropriate stamp duty as advised by KredX to the Seller.
7. Bank Confirmation Agreement: Bank Confirmation Agreement to be duly stamped and
signed by the authorized signatory from the Customer to not alter the payment mechanism,
for any payments made to the Seller for any sales or services provided by them, away from
KredX escrow account setup in the name of the Seller but managed by KredX without any
prior consent or NOC from KredX.
8. The Seller shall not, without prior written permission from KredX, change the account number
with the Enterprise(s) whose invoices are discounted on the KredX platform. Further, the
Seller Undertakes not change the account number with the Enterprise(s) once the inflows
from those Enterprise(s) have commenced in the escrow account of the Seller maintained by
KredX whether such an Enterprise(s) invoices are discounted on the KredX platform or not.
The Seller shall ensure that Undertakings are obtained from the Enterprise(s) to this effect.
9. Board Resolution: Resolution passed in a meeting of Board of Directors in a form and
manner prescribed and approved by KredX containing:
a) Acceptance of terms and conditions of the funding facilities approved by KredX
b) Name, Designation and email ID along with KYC of authorized signatories. Authority
in favor of authorized signatory to execute the documents for availing the funding
facilities approved by KredX along with affixation of company’s common seal on the
documents and vesting of authority to authenticate such affixation.
10. The total amount to be disbursed will not exceed the overall limit approved under this
KredX Finance Private Limited
facility.
11. Every disbursal shall be made on receipt of a written request against new set of invoices
and disbursement will be made only after completion of all documentation and formalities.
12. The period of payment will commence from the date of the drawdown for each disbursal.
13. The Seller shall execute Seller Service agreement, provide Cheques/NACH mandate and
execute/furnish other documents, and comply with all pre-disbursement conditions as
stipulated to the satisfaction of KredX.
14. The Seller shall furnish as Undertaking that there are no pending court cases initiated by
other banks / financial institutions against the Seller and its directors / promoters. Non
furnishing of such an Undertaking or subsequent discovery of false declaration post
onboarding on KredX platform will constitute an event of default and lending partners of
KredX in consultation with KredX reserves the right to roll back the facility with immediate
repayment of the entire outstanding on the platform whether due or otherwise.
15. The e-mails exchanged between KredX and the Seller shall form an integral part of the
transaction documents.
16. Each disbursement request shall be accompanied by details of likely repayments under the
specific invoice(s)/deal and each subsequent disbursement to be preceded by the verification
of payments made under earlier disbursements.
17. The Seller shall not, without prior written permission from KredX, create any further charge,
lien or encumbrance over the assets (invoices) of the business unit over which funding is
disbursed in favor of any other bank, financial institution, firm or person.
18. Listing of fresh invoice(s) on KredX platform will be stopped as soon as any of the already
listed invoice(s) payment on the platform becomes due. New listing will commence only post
clearing of the outstanding overdue subject to sole discretion the lending partners of KredX in
consultation with KredX.
19. The lending partners of KredX in consultation with KredX reserves the right to settle the
outstanding invoice amount, whether due or not, from the pass-through amount of a
discounted invoice(s)/undiscounted invoice(s) or money received from the Enterprise(s)
whose invoices are not discounted on the KredX platform.
20. Portfolio Risk Management: As a part of KredX portfolio risk management exercise, KredX
may ask for certain documents including, but not limited to, bank statements, GST returns,
audited financial statements, MIS etc., periodically. Any adverse finding from these
documents might lead to reduction in limit, termination of facility or any other risk mitigating
measure as prescribed by lending partners of KredX in consultation with KredX.
21. All terms and conditions under this letter of intent and any actions taken thereunder are at
the sole discretion of lending partners of KredX in consultation with KredX.
22. In case the above terms and conditions are acceptable to the company, you may furnish to
us, within 10 days, two certified copies of the resolution duly passed by your Board of
Directors as per proforma.