SHARE SUBSCRIPTION AGREEMENT
This Agreement is made at Chandigarh on 2 April 2026.
BETWEEN
Sandhu Foodtech Private Limited (CIN U15100CH2023PTC045678) of Plot 5, Rajiv Gandhi Chandigarh Technology Park, Chandigarh 160101, acting through Harleen Sandhu, Director (the "Company");
AND
Anand Mehra of House No. 22, Sector 10, Panchkula 134109, PAN AKJPI4432R (the "Investor").
- 1. SUBSCRIPTION
1.1 The Investor subscribes for 5,000 equity shares of Rs 10 each of the Company (the "Shares") at ₹1,000 (Rupees One Thousand only) per Share, a total of ₹50,00,000 (Rupees Fifty Lakh only), and the Company agrees to issue and allot them to the Investor on the terms of this Agreement.
1.2 The Investor shall pay the total amount by bank transfer into the Company's account: Punjab National Bank, Sector 17, Chandigarh, A/c 0123456789012, IFSC PUNB0012300, within seven days of being told in writing that the conditions in clause 2 are met. The money shall be used only for the Company's business and shall not be treated as a loan.
1.3 Within 15 days of receiving the money, and in any case within the time the law allows, the Company shall allot the Shares to the Investor, issue the share certificates (or credit the demat account), enter the Investor in the register of members, and file the returns the law requires. If the Shares are not allotted within the time the law allows, the Company shall refund the money at once.
- 2. CONDITIONS
2.1 The Investor need not pay until these conditions are met or waived by the Investor in writing: The members' special resolution approving the issue; the Board's resolution; the valuation report the law requires; due diligence to the investor's satisfaction; the Articles changed as agreed; the offer letter in the form the law requires.
2.2 The Company shall take all steps in its control to meet the conditions as soon as it can and shall tell the Investor at once of anything that may stop them being met. If the conditions are not met by 1 April 2026, either Party may cancel this Agreement by written notice, and any money already paid shall be returned in full within seven days with no deduction.
- 3. THE COMPANY'S PROMISES
3.1 The Company states, as at the date of this Agreement and on allotment, that: it is validly formed and has power to issue the Shares; the issue has been approved as its Articles and the law require; the Shares, when allotted, will be fully paid and free from any charge or claim; its accounts and the information it gave the Investor are true and not misleading in any important way; it has no undisclosed debts, claims, disputes or tax defaults of significance; it holds the licences its business needs; and it owns or may lawfully use the brands, software and other rights it relies on.
3.2 If any statement in clause 3.1 is untrue, the Company shall make good the Investor's loss caused by it, up to the amount the Investor has invested, except for fraud, for which there is no limit. The Investor must give written notice of a claim within two years of the allotment.