Lease Deed

This Lease Deed (“Lease Deed”) is made and executed on this the 21st June, 2024

By and Between

Mr. Sunil Kumar Singh, residing at A- 22, Near Passport Office, Priyadharshini
Nagar, Bareilly, Uttar Pradesh – 243 001 hereafter referred to as the “LESSOR”
(which expression shall unless repugnant to the context mean and include his heirs,
successors, assigns, executors, administrators and representatives –in-interest of the
ONE PART.
AND

Go Fashion (India) Limited registered under Indian Companies Act (CIN No.
L17291TN2010PLC077303) represented by Mr. Jitin Kingrani, vide board resolution
dated 29/10/2021 having its registered office at Sathak centre, No.4, 5th Floor,
Nungambakkam High Road, Chennai – 600034 hereinafter referred to as the
“LESSEE” (which expression shall unless repugnant to the context mean and include
their heirs, successors, assigns, executors, administrators and representatives-in-interest)
of the OTHER PART.

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

referred to as “Parties”.

1
WHEREAS the LESSOR is the absolute owner of the Property area about 550 Sqft.,
Plot No. 10 -63, Civil Lines, Choupla Road, Bareilly, Uttar Pradesh – 243001.

WHEREAS, THE LESSEE has approached the LESSOR to lease out the scheduled
premises more fully and particularly described in the scheduled hereunder written and
hereinafter called as the “schedule property” for purpose of running their retail outlet
and the LESSOR have agreed for the same.

AND WHEREAS, LESSOR and the LESSEE have agreed to accept the terms and
conditions of this LEASE in writing as hereinafter appearing.

NOW THIS LEASE DEED WITHNESSETH AS FOLLOWS:

1. In consideration of the rent hereby reserved and of the covenants, conditions

and stipulations hereinafter contained and on the LESSEE part to be paid,
observed and performed. THE LESSOR HEREBY DEMISE UNTO THE
LESSEE the schedule property. To hold the schedule property into the
LESSEE for a period of 9 Years commencing from 5th August, 2024 with a fit
out period of 45 days from 21st June, 2024 and shall be extended in case of
lockdown conditions and the rental commencement date shall be from 5th
August, 2024.

2. The LESSOR lock in period will be for 9 Years and the LESSEE lock in
period will be for 9 Months effective from 5th August, 2024.

3. Monthly Rent of Rs. 78,000/- (Rupees Seventy-Eight Thousand Only) +GST

per month which is subject to Tax deduction at source and shall be payable on or
before the Tenth day of every month with 15% Escalation after every 3 years.
Along with the rent the LESSEE shall pay the applicable goods and service tax
and other levies if any imposed under any statute.

Year Rent
1st Year 78000
2nd Year 78000
3rd Year 78000
4th Year 89700
5th Year 89700
6th Year 89700
7th Year 103155
8th Year 103155
9th Year 103155

2
4. The LESSEE has to pay a total amount of Rs. 2,34,000/- (Rupees Two Lakhs
Thirty-Four Thousand Only) as Security Deposit into the LESSOR in which
part –I payment of about Rs. 78,000/- (Rupees Seventy Eighty Thousand Only)
by Cheque bearing no. 008174 dated 21-05-2024_Bank RBL & Part –II
payment of about Rs. 78,000/- (Rupees Seventy Eight Thousand Only) cheque
bearing no. 008362 dated 08-07-2024 Bank RBL & Part – III payment of about
of Rs.78,000/- (Rupees Seventy Eight Thousand Only) by cheque bearing no.
008363 dated 08-07-2024 Bank RBL in favor of SUNIL KUMAR SINGH as
Interest Free Refundable Security Deposit and the LESSOR hereby acknowledge
receipt of the same. The above said interest free refundable security deposit
shall be refunded to the LESSEE by the LESSOR only on determination of this
LEASE period and on handing over vacant possession of the schedule property
to the LESSOR.

5. It is mutually agreed that after the completion of the minimum lock-in period
of agreed 9 months the LESSEE can terminate the Lease Deed by giving 3
months’ written notice and the entire lease period shall be a lock-in period for
the LESSOR which shall not be entitled to terminate this Lease Deed unless
there is a breach on the part of the LESSEE.

6. It is however specifically agreed between the LESSOR and the LESSEE that in
event of non-payment of rent by the LESSEE for a period of three months due,
this Lease Deed shall terminate automatically and the LESSOR is entitled to
deduct the arrears of rent and other dues from the LESSEE if any from the
interest free Refundable Security Deposit amount and it is implied that the
LESSEE has handed over the vacant possession of the schedule property to the
LESSOR and the LESSOR will take immediate possession of the schedule
property and change locks of the schedule property and LESSEE will have no
objection to the same.

7. If the LESSOR is required to refund the Deposit (less the rental arrears if any)
under the terms and provisions of this Lease Deed, then no later than
two(2)days prior to the expiry of the LEASE the LESSOR shall furnish to the
LESSEE a photocopy of the Pay Order/Demand Draft (drawn in favor of the
LESSEE on a Bank) for the amount of Deposit then lying with the LESSOR
(less the rental arrears if any), which shall evidence the readiness and
willingness of the LESSOR to refund the Deposit (then lying with the
LESSOR). Then the LESSEE simultaneously on the date of the expiry or
termination or earlier determination of the said LEASE shall handover the
vacant and peaceful charge of the schedule property to the LESSOR against the
receipt of the said Deposit then lying with the LESSOR(less the rental arrears if
any). However, in case of any delay in refund of Deposit by the LESSOR, the
LESSEE is entitled to continue the possession of the schedule property till date
3
of refund of Deposit without any

4
 payment of rent, maintenance etc., during such period of continuing possession.

8. The LESSEE hereby covenants with the LESSOR as follows:

a. To pay the rent regularly on or before the Tenth day of every month during the
term of the Lease Deed as mentioned above.

b. To pay the Electricity bills for the electricity consumed as per the separate
meter installed at the schedule property. Any increase in electricity deposit due
to increase in power consumption shall be met by the Lessor.

c. Not to make any structural alternations into or upon the schedule property or
make any alternations or addition to the external appearance or any part of the
schedule property without the consent of the LESSOR in writing.

d. To use the schedule property for the purpose of business only by the LESSEE and
not to carry on trade or business which is illegal by law.

e. Not to do or suffer to be done in or upon the schedule property or other parts of

the schedule property anything whatsoever, which may be or become a nuisance or
annoyance to or in any way interface with the quite or comfort of any person(s).

f. Not to place or keep or permit to be placed or kept on the schedule property any
offensive, dangerous or highly inflammable or explosive material or any other
article or things, which may constitute a danger, nuisance or annoyance to the
schedule property or surrounding premises or the owners or occupiers thereof.
The LESSEE shall cover their merchandise and other belongings within the
schedule property under insurance.

g. Not to sub-let, transfer, assign or part with the possession of the schedule
property or any part thereof.

h. To permit the LESSOR on prior information his servant(s) employee or agent(s)

duly authorized by the LESSOR to enter into and upon the schedule property at
all reasonable time for viewing the condition of the schedule property or doing
such works or things as may be requisite or necessary for any repairs,
alteration, servicing or improvements to the schedule property.

i. To keep the interior, exterior of the schedule property, the drainage thereof in
good and tenable repair and condition and to bear the normal repair expenses
due to wear and tear.

j. To hand over the peaceful possession of the schedule property, at the end of the
period of this Lease Deed or the sooner determination of the said term in good

5
condition as received, with fair wear and tear not within the control of the LESSEE
being expected.

9. The LESSOR hereby covenants with the LESSEE as follows:

a. That on the LESSEE paying the rent on the due dates thereof and in the manner
herein provided and observing and performing covenants, conditions and stipulations
herein contained on his part to hold, possess and enjoy the schedule property
during the term without any interruption disturbance, claim and demand by the
LESSOR or any person lawful person claiming under or trust for the LESSOR.
Further the schedule property is free from all encumbrances, court attachments
minor claims etc.

b. The LESSOR should ensure that the rolling shutters & other fixtures of the
schedule property is maintained in good condition at the time of handover of
possession of the schedule property to the LESSEE against fit out
commencement and it is further agreed that the LESSOR shall rectify the
rolling shutters in case of any major repairs in the shutter spring, shutter shaft
with sprocket & Gearbox set excluding the normal wear and tear. However, in
case the LESSEE needs to change /remodel etc the shutter as per their layout the
same will be done by the LESSEE at their own cost. Further the LESSOR shall
always oblige to the requests of the LESSEE and furnish all necessary
documents to the LESSEE in connection with the applications and obtaining
statutory compliances for running the business of LESSEE. By reason of any
fault or delay on the part of LESSOR in furnishing the necessary documents
for statutory compliance the LESSEE sustains any loss/penalty, then such
loss/penalty shall be paid by the LESSOR.

c. That the LESSOR represents and warrants that he / she being the legal owner
of the schedule property is fully entitled to execute this Lease Deed and that
he/she will hold the LESSEE free and harmless of any demands, claims, acts or
proceedings by others in respect of quiet and uninterrupted possession and use of the
schedule property. In case the business activities of the LESSEE are affected by
reason of any third party issue against the ownership of the LESSOR and any
loss sustained by the LESSEE, such loss shall be indemnified in actuals by the
LESSOR. Further the LESSOR hereby understands and acknowledges that the
LESSEE have incurred heavy investments in establishing the shop in the
schedule property and by reason of any third party issue against the ownership
of the LESSOR the lease/business cannot be continued, then the LESSOR shall
indemnify the LESSEE the said amount equivalent to the above investments.

d. The LESSOR hereby agrees that against EB Meter reading separate Sub-Meter
will be provided with Three Phase Electricity Power Supply with required 7.5
KVA
6
and the LESSOR shall provide the main Power supply connection with in the
premises.

e. The LESSOR shall indemnify the LESSEE with respect to any damage which
may occur to the super structure of the schedule property. The LESSEE shall
insure and keep in force insurance relating to all the equipment, furniture, fittings,
stocks etc brought in by them and all other improvements during the subsistence
of the Lease Deed.

f. That the LESSOR shall pay all the property taxes, cess, impositions outgoing
and burdens whatsoever payable to the Municipal Corporation which may at
any time or from time to time during the term hereby created be imposed or
charged upon the schedule property.

g. That the LESSOR has furnished all required papers like MC Tax receipts,
ownership papers, transfer papers, electricity bill etc to LESSEE and the due
diligence of the same has been done by the LESSEE.

h. The LESSOR shall provide appropriate spaces for Façade, Signage & Hoarding
to the LESSEE for business development purpose. The copy of the same is
attached as Annexure “A” which shall form part of the Lease Deed.

i. The LESSOR has absolute right and authority to sell the schedule property to
any third party at its own discretion and in the event the LESSOR desiring to sell,
transfer, mortgage or dispose of the schedule property during the Term, the
LESSOR shall be entitled to do so without affecting the rights of the LESSEE.
The LESSOR further undertakes that during the said circumstances of sale the
LESSOR shall ensure that the new Landlord shall execute the similar
agreement entered in to with the LESSEE without amending any clauses of
Lease Deed, accordingly the LESSOR shall transfer the security deposit to the
new Land Lord after due intimation to the LESSEE and shall indemnify the
LESSEE on any loss which may occur due to the said sale.

j. It is agreed between the Parties that after the sale the LESSOR shall ensure that
the new land Lord shall bear the entire cost of registration.

k. It is agreed that the LESSOR shall provide appropriate rental invoices on a

monthly basis.

7
10. IT IS HEREBY EXPRESSLY AGREED BETWEEN THE PARTIES AS
FOLLOWS:

a. The LESSEE shall be entitled to decorate the interior of the schedule property
without damaging or altering the structure of the building. The LESSEE shall be
entitled to erect telephone connections, furniture, fittings, fixtures, partitions,
installation of computers, air conditioners and other accessories etc., as may be
necessary for use by the LESSEE provided that remove the said telephone and
other fitting without damaging to the schedule property.

b. Furthermore, the LESSOR shall be free to sell, assign and/or otherwise dispose
of the schedule property with the benefits against the specific condition that all the
security deposits held by the LESSOR in Lieu of the schedule property shall be
transferred to the new LESSOR and the LESSEE’s rights under this LEASE
shall stand unchanged and they shall not be disturbed under any circumstances.

c. The LESSEE on vacating shall handover the vacant possession of the schedule
property, by removing all their fixtures and fittings at their own cost.

d. After the expiry of the LEASE period if the LESSEE wants to continue the
LEASE for an additional period, the Mutual decision will be taken to execute a new
lease deed according to their terms and conditions.

e. That it is agreed between the Parties, if due to any force Majeure event including
Flood, Earthquake, Tempest, Violence of army / Mob, any other natural calamity
or any other Acts of God, the schedule property can’t be used and / or occupied
by the LESSEE, the LESSEE shall not be liable to pay any rent to LESSOR for
the said period till the time the property is made good for use or within 45 days
whichever is earlier. The LESSOR shall in such conditions refund the Interest
Fee Security Deposit after making adjustments of dues if any, as agreed upon in
these presents. If the schedule property remains in such an unusable condition
for more than 45 days, notwithstanding the provisions of Lock in period of this
Lease Deed, any time after the expiry of said 45 (Forty-five) days, the LESSEE
shall be entitled to terminate this LEASE Deed forthwith. In such an event the
LESSOR shall be liable to refund the Interest Fee Security Deposit to the
LESSEE on handing over the vacant and peaceful possession to the LESSOR.

f. This Lease Deed has been executed in two sets, one set being retained by the LESSEE,
the another set by the LESSOR.

g. The stamp duty and registration charges payable in respect of this Lease Deed
shall be borne and paid equally by both the LESSOR & LESSEE.

8
h. The LESSOR and LESSEE agree and undertake to keep confidential and not to
disclose to any third party any information in respect of, arising from or in
connection with the terms, conditions and provisions of this Lease Deed and all
correspondence and discussions between the LESSOR and the LESSEE in relation
to this Lease Deed unless the disclosure is required by law or by any enforcing
authority or made with the prior written consent of the other party.

i. Any notice or other information/document required or authorized by this Lease

Deed to be given shall be given in writing, in English and by:

a. Delivering it by hand (a written acknowledgement in receipt thereof

shall be sufficient evidence that the notice or other information has been
duly given); or

b. Sending it by a recognized courier or by registered post; or

c. to the relevant Parties at the addresses referred in the Lease Deed.

11. ARBITRATION:

If any dispute or difference arise between the Parties in relation to or on

connection with this Lease Deed, the same shall be resolved through mutual
discussions/understandings however, if the Parties are unable to resolve the
same through mutual dialogues/discussions the same shall be referred to the
sole Arbitrator for arbitration in accordance with the Arbitration and
Conciliation Act, 1996 and amendments there on. The Parties shall mutually
appoint the Sole Arbitrator. The award of the Sole Arbitrator shall be final and
binding on the Parties. The Arbitration proceedings shall be held at Bareilly.

12. JURISDICTION

This Lease Deed shall be governed and construed by the laws of India and the
Courts at Bareilly shall have exclusive jurisdiction to hear any dispute arising
from and out of this Lease Deed.

9
 SCHEDULE PROPERTY

ALL THAT PIECE AND PARCEL OF THE Property 550 Sqft., Plot No. 10 -63,
Civil Lines, Choupla Road, Bareilly, Uttar Pradesh – 243 001.

Bounded on:
East by: Plot No. 11, R G hospital
West by: 9 meter road
South by: Main Road
North By: Plot no. 13 , Sunil Kumar Singh

IN WITNESS WHEREOF, the LESSOR and the LESSEE HAVE set

their hands unto these presents hereof on the day, month and year first above
mentioned.

LESSOR LESSEE

Witnesses:

1:

2:

1
0
1
1
1
2