Made at Ludhiana on 1 April 2026
The Seller
- Name: Sethi Estates Private Limited
- Address: House No. 1204, Sector 33-C, Chandigarh 160020
- PAN: AABCS1234K
- Selling as: Sole and absolute owner
- Income-tax residence: Resident in India for income-tax purposes
Signing for the Seller: Harpreet Kaur Sethi, Director, authorised by board resolution dated 4 March 2026
The Second Seller
- Name: Rajesh Sethi
- Address and PAN: House No. 1204, Sector 33-C, Chandigarh 160020, PAN AABCS5678L
The Buyer
- Name: Meridian Retail Holdings LLP
- Address: Plot No. 8, Phase 8-B, Industrial Area, S.A.S. Nagar (Mohali) 160055
- PAN: AAECM5678L
- Constitution: an individual
Signing for the Buyer: Rohit Nair, Designated Partner, authorised by resolution dated 6 March 2026
The Tenant, for identification only and not as a party to this agreement:
- Name: Northline Analytics Private Limited
- Business at the Property: Retail showroom for consumer electronics and home appliances
1.1 "the Seller" means every person named above as seller; where there is more than one, their promises under this agreement are joint and several. "the Buyer" means every person or entity named above as buyer. The Seller and the Buyer are together "the parties". The Tenant is not a party and is not bound by this agreement; the Tenant's rights and obligations come from the Lease referred to in Clause 5.
1.2 The Seller confirms that the persons named above as Seller are all of the owners of the Property and that no other person holds any share, right or interest in it. If any other person turns out to have an interest, the Seller will obtain that person's signature on this agreement and on the Sale Deed at the Seller's own cost, failing which the Seller is in default under Clause 11.
2.1 The Seller agrees to sell, and the Buyer agrees to buy, the property described in Schedule 1 ("the Property"), subject to the tenancy described in Schedule 2. Both Schedules are part of this agreement.
2.2 The Property is a Shop, SCO, SCF or booth, admeasuring 500 square feet covered area, situated in Punjab, and is presently let out to the Tenant — it is not vacant and is not being sold as vacant.
2.3 The Sale Deed will be presented for registration at: Sub-Registrar, Ludhiana (East), Tehsil Complex, Ludhiana.
2.4 The Seller warrants that the Chandigarh tenure position, where the Property is in Chandigarh, is exactly as stated in Schedule 1. Where the Property is in Chandigarh and Schedule 1 records no Estate Office leasehold particulars, that silence is itself the Seller's warranty that the Property is freehold under a conveyance deed, that no Estate Office No Objection Certificate or unearned increase is payable on this sale, and that no lock-in period restricts it. A Punjab property answers the revenue record particulars in Schedule 1 instead, and the two are not both completed for the same sale.
3.1 The Seller derives title as follows:
By Sale Deed dated 2 February 2019 executed by Prakash Retail Developers Private Limited in favour of the Seller, registered on 8 February 2019 as document no. 1140 in Book No. 1, Volume 890, in the office of the Sub-Registrar, Ludhiana (East)
3.2 The Seller has given the Buyer copies of the documents referred to above and will produce the originals for inspection whenever the Buyer asks, as Section 55(1)(b) of the Transfer of Property Act, 1882 requires. The Buyer has made, or will make, its own enquiry into title before completion, in the same way a buyer would on any purchase of Punjab or Chandigarh property — a search of the jamabandi and mutation record for a Punjab property, or of the Estate Office or conveyance record for a Chandigarh property.
4.1 This is an agreement to sell. It is a contract that a sale of the Property, subject to the Tenancy, shall take place on the terms written here. It does not transfer ownership of the Property to the Buyer. Section 54 of the Transfer of Property Act, 1882 provides that a contract for the sale of immovable property does not, of itself, create any interest in or charge on that property. Ownership passes only when the Sale Deed is executed and registered. Until then the Seller remains the owner and the landlord, and what the Buyer holds is a contractual right to have this agreement performed.
4.2 This agreement is not a power of attorney, not a will and not a possession letter, and is not to be used with any of them as a substitute for a registered Sale Deed. In Suraj Lamp and Industries Pvt Ltd v State of Haryana (2012) 1 SCC 656 the Supreme Court held that a transfer by way of an agreement to sell coupled with a general power of attorney and a will does not convey title. Only a registered Sale Deed does.
5.1 The Lease. A Lease Deed dated 4 April 2022 executed between the Seller, as Lessor, and the Tenant, as Lessee, for a term of nine years, dated 2 April 2026. Its term: Nine years, commencing 1 April 2022 and expiring 31 March 2031, with no renewal option.
5.2 Rent and deposit. The current monthly rent is ₹1,85,000 (Rupees One Lakh Eighty Five Thousand only), Payable in advance, on or before the 7th of every English calendar month, by bank transfer. The Seller presently holds a security deposit of ₹11,10,000 (Rupees Eleven Lakh Ten Thousand only) from the Tenant.
5.3 Registration of the Lease. The lease is registered, as particularised below Registered on 11 April 2022 as document no. 3312 in Book No. 1, Volume 1420, in the office of the Sub-Registrar, Ludhiana (East)
5.4 The Seller's representation on the tenancy. The lease is valid, subsisting and in full force; rent has been paid up to date and the Tenant is not in default under any of its terms This representation must still be true on the date fixed for completion in Clause 10; if it stops being true before then, Clause 8.6 applies.
5.5 This sale is expressly subject to the Tenancy, and the Buyer cannot claim vacant possession. The Buyer has inspected the Lease, or a copy of it, before signing this agreement, buys with full notice of the Tenant's occupation, and shall not be entitled to claim, demand or sue for vacant possession of the Property from the Seller, either at completion or at any time after it. The Seller's obligation at completion is to convey title subject to the Tenancy, not to deliver vacant physical possession, and nothing in this agreement or in the Sale Deed that follows it is to be read as a promise of vacant possession.
5.6 No possession passes to the Buyer under this agreement, and that is deliberate. Unlike a sale of vacant property, the Tenant's physical occupation of the Property continues without interruption throughout — before this agreement, on the date it is signed, and after completion, under the Buyer instead of the Seller. Because the Buyer never takes possession under this agreement, Section 17(1A) of the Registration Act, 1908 and Section 53A of the Transfer of Property Act, 1882 are not engaged by it, and Clause 12 explains what that means for stamping and registration.