BUILT-TO-SUIT LEASE AGREEMENT
This Built-to-Suit Lease Agreement (this "Deed") is made at Chandigarh on 2 April 2026.
BETWEEN
Trishakti Developers Private Limited, an individual, of SCO 45-46, Sector 8-C, Chandigarh 160009, PAN AABCT4321F, acting through Vikram Ahluwalia, Director, authorised by board resolution dated 3 March 2026 (the "Lessor", which expression includes its successors in interest and permitted assigns);
AND
Coldline Logistics Private Limited, an individual, of Plot No. 44, Focal Point, Ludhiana 141010, PAN AAECC8765M, acting through Simranjeet Kaur, Director, authorised by board resolution dated 5 March 2026 (the "Lessee", which expression includes its successors in interest and permitted assigns).
The Lessor and the Lessee are each a "Party" and together the "Parties".
RECITALS
A. The premises, or the site on which they are to be built, described in Schedule I are referred to in this Deed as the "Premises". The Premises are situated at Chandigarh, in the State of Punjab. The Lessor is the absolute owner of the Premises.
B. The Lessee has requested that the Lessor construct the Premises to the Lessee's own specification and let them to the Lessee for its business, and the Lessor has agreed to construct the Premises in accordance with the Agreed Specifications and to grant a lease of them on the terms set out below, in exchange for the Lessee's commitment to the Term.
C. The Parties intend this Deed to create a lease within the meaning of s.105 of the Transfer of Property Act, 1882, transferring to the Lessee the right to exclusive possession of the Premises for the Term, and not a licence.
D. The Term of this lease exceeds one year and reserves a yearly rent. The Parties accordingly execute this Deed as a registered instrument, as s.107 of the Transfer of Property Act, 1882 requires, and shall have it registered under s.17(1)(d) of the Registration Act, 1908.
E. Three provisions of this Deed each identify the place in which the Premises lie — Recital A and Schedule I, the stamp duty computation in clause 26.2, and the rent statute identified in clause 28.1. The Parties confirm that they have read those three provisions together before executing this Deed and that each of them describes the same jurisdiction, and they acknowledge that a deed which names one jurisdiction in Schedule I and another in the stamp clause will be refused at the registering office.
F. The Parties record that the Lessor's obligation to construct the Premises in accordance with the Agreed Specifications by the Target Completion Date is fundamental to this Deed, that the Lessee has agreed to commit to the Term and the Rent on the faith of that obligation being performed, and that the remedies in the Construction Delay clause are agreed as adequate compensation for a breach of it, without prejudice to any other right or remedy the Lessee has in law.
NOW THIS DEED WITNESSES as follows.
- DEFINITIONS
1.1 "Commencement Date" has the meaning given in clause 2.3.
1.2 "Target Completion Date" means 4 April 2026, the date by which the Lessor shall complete construction of the Premises in accordance with Schedule II and hand them over to the Lessee.
1.3 "Construction Start Date" means 3 April 2026, the date by which the Lessor shall commence construction of the Premises.
1.4 "Expiry Date" means 5 April 2026, subject to clause 2.3.
1.5 "Term" means the period from the Commencement Date to the Expiry Date.
1.6 "Rent" means the monthly rent stated in the Rent clause, as escalated from time to time under this Deed.
1.7 "Security Deposit" means the deposit stated in the Security Deposit clause, as topped up under this Deed.
1.8 "Agreed Specifications" means the specifications and scope of construction set out in Schedule II, together with the drawings and specification annexure initialled by both Parties.
1.9 References to a statute are to that statute as amended or re-enacted, and include a statute as extended to the place where the Premises are situated. Headings do not affect interpretation. The singular includes the plural.
- GRANT AND TERM
2.1 The Lessor grants to the Lessee, and the Lessee takes, a lease of the Premises for a term of 15 years (the "Term"), with the right to exclusive possession of the Premises for the Term, subject to this Deed and to clause 2.3.
2.2 The Premises admeasure approximately 48,000 square feet of carpet area.
Together with the Premises, the Lessor grants the Lessee the exclusive use of 40 car parking space(s) at the building for the Term, at no additional charge.
2.3 The Term, and the Rent, commence on the Target Completion Date stated in this Deed whether or not the Lessor has by then completed construction in accordance with the Agreed Specifications. A delay in handover does not by itself postpone the Commencement Date, the Expiry Date or any other date calculated from it, and the Lessor's sole liability for a delay is under the Construction Delay clause.
2.4 Where the Lessor holds the Premises under a lease or sub-lease of its own, the Lessor warrants that the unexpired residue of that lease or sub-lease at the Commencement Date exceeds the Term, and that nothing in it prevents the grant of this lease or the construction this Deed commits the Lessor to. This lease determines with the head lease out of which it is granted, and the Lessor shall do nothing to bring that head lease to an end during the Term.
- CONSTRUCTION OF THE PREMISES
3.1 The Lessor shall, at its own cost save as stated in the Cost of Construction clause, design and construct the Premises strictly in accordance with the Agreed Specifications, using good quality materials and workmanship, and in compliance with the National Building Code, the applicable municipal building byelaws, fire safety norms and every other law that applies to the construction.
3.2 The Lessor shall obtain, in its own name, the sanctioned building plan and every consent, no-objection and approval that constructing the Premises to the Agreed Specifications requires, and the completion or occupation certificate before handover, and shall bear the cost and the responsibility of obtaining each of them.
3.3 The Lessor shall engage contractors, consultants and a project manager competent to construct the Premises to the Agreed Specifications, and remains responsible to the Lessee for their work as if it were its own.
3.4 The Lessee may, on reasonable prior notice, visit the site during construction to observe progress, in addition to the milestone inspections under the Inspection and Milestones clause, without thereby taking on any responsibility for the construction or any liability of the Lessor's contractors.
3.5 A change to the Agreed Specifications requested by the Lessee is a variation, is not effective unless confirmed in writing by both Parties stating its effect on cost under the Cost of Construction clause and on the Target Completion Date, and the Lessor shall not unreasonably withhold agreement to a variation that does not affect the structure, a statutory approval already obtained, or a milestone already passed.
3.6 The Lessor shall deliver possession of the Premises to the Lessee on the Commencement Date, with sanctioned electricity and water connections available and the building's common services operational. The Parties shall sign a joint inspection record on the Commencement Date recording whether the Premises conform to the Agreed Specifications, which shall be annexed to and form part of Schedule II.
- INSPECTION AND MILESTONES
4.1 The stages at which the Lessee may inspect the construction against the Agreed Specifications, and the date or period by which the Lessor shall reach each stage, are set out in Schedule III.
Stage 1 - Foundation and structure complete: within 90 days of the Construction Start Date. Stage 2 - Envelope, roofing and glazing complete: within 150 days. Stage 3 - Electrical, HVAC and fire-fighting first fix complete: within 195 days. Stage 4 - Finishes, lifts and second fix complete: within 225 days. Stage 5 - Pre-handover joint inspection and snagging: within 15 days before the Target Completion Date.
4.2 The Lessor shall give the Lessee at least 7 days' written notice before each milestone inspection date in Schedule III becomes due, and shall afford the Lessee's representative access to the site to inspect the work reached by that stage.
4.3 If the Lessee's representative considers that the work at a stage does not conform to the Agreed Specifications, the Lessee shall notify the Lessor in writing, describing the non-conformance, within seven days of the inspection. The Lessor shall rectify a non-conformance so notified within 21 days, or such longer period as the nature of the rectification reasonably requires and the Lessor notifies the Lessee in writing. A stage the Lessee does not inspect, or does not notify a non-conformance on within that seven days, is not thereby deemed to conform, and the Lessee's rights at the final handover inspection under clause 3.6 are not affected by its having inspected or not inspected an earlier stage.
4.4 Time spent by the Lessor in rectifying a non-conformance notified under clause 4.3 is not, of itself, an extension of the Target Completion Date; the Construction Delay clause applies to the Target Completion Date without regard to the cause of any delay, except as that clause itself provides.
- CONSTRUCTION DELAY
5.1 For each day of delay beyond the Target Completion Date, the Rent Commencement Date shall be postponed by one day, so that no Rent, maintenance charges or other periodic sum accrues for the period of delay, and no further compensation is payable for the delay
5.2 If the delay in handover beyond the Target Completion Date exceeds 180 days, the Lessee may terminate this Deed by written notice to the Lessor at any time before handover, without prejudice to the compensation already accrued under clause 5.1 to the date of termination. On such termination, the Lessor shall refund the Security Deposit and any Rent or other sum already paid, in full, within the days stated in the Security Deposit clause, and neither Party has any further claim against the other under this Deed save for compensation already accrued.
5.3 Clauses 5.1 and 5.2 do not apply to a delay caused by an event within the Force Majeure clause, or by the Lessee's own default under the Inspection and Milestones clause or the Cost of Construction clause, and the Target Completion Date is extended by the period of that delay instead.
- COST OF CONSTRUCTION
6.1 The Lessor shall bear the entire cost of constructing the Premises in accordance with the Agreed Specifications, including any cost overrun, save that the cost of a variation instructed by the Lessee under the Construction clause shall be borne by the Lessee
6.2 The cost of a variation confirmed under clause 3.5 is payable by the Party it is stated to fall on, on the terms stated in that confirmation, and is without prejudice to clause 6.1 for the balance of the construction.
- RENT
7.1 The Lessee shall pay the Lessor a monthly rent of ₹9,60,000 (Rupees Nine Lakh Sixty Thousand only) for the Premises, in advance, on or before day 5 of each calendar month, from the Rent Commencement Date. Rent for part of a month is payable pro rata.
7.2 "Rent Commencement Date" means the Commencement Date, unless a rent-free fit-out period is stated in this clause, in which case it means the date stated there.
Rent-free fit-out period: The Lessee may occupy the Premises from the Commencement Date to install its own fit-out over and above the Agreed Specifications. No Rent is payable for the first 30 days from the Commencement Date, and the Rent Commencement Date is the day after that period ends. Maintenance charges, utility charges and all the Lessee's other obligations under this Deed apply from the Commencement Date.
7.3 Rent shall be paid by electronic transfer to the Lessor's bank account, the details of which are: Trishakti Developers Private Limited, A/c 007654321098, HDFC Bank, Sector 8-C Branch, Chandigarh, IFSC HDFC0001234, or to such other account in the Lessor's name as the Lessor notifies in writing at least fifteen days in advance.
7.4 The Rent shall increase by 5% of the then-current Rent at the end of every 12 months. Any escalation under this clause is calculated on the Rent payable immediately before the increase, is measured from the Rent Commencement Date, takes effect from the first day of the month following completion of the relevant period, and the escalated amount is then the Rent for all purposes of this Deed.
7.5 The annual average rent reserved by this Deed, being the average yearly rent over the Term stated in this Deed after taking every escalation under clause 7.4 into account, is ₹1,22,11,200 (Rupees One Crore Twenty Two Lakh Eleven Thousand Two Hundred only). That figure is the base on which stamp duty on this Deed is computed under the Stamp Duty and Registration clause.
7.6 If Rent or any other sum due under this Deed is not paid within seven days of its due date, the Lessee shall pay interest at 12% per annum on the overdue amount from the due date until payment. Payment of interest does not cure a default.
- SECURITY DEPOSIT
8.1 The Lessee shall pay the Lessor, on or before the Commencement Date, ₹57,60,000 (Rupees Fifty Seven Lakh Sixty Thousand only) as an interest-free refundable security deposit. Delivery of possession is conditional on receipt of the Security Deposit.
8.2 The Security Deposit secures the Lessee's obligations under this Deed. The Lessor may deduct from it only: unpaid Rent; unpaid maintenance, utility or other charges the Lessee owes under this Deed; the reasonable documented cost of making good damage to the Premises caused by the Lessee, fair wear and tear excepted; amounts payable by the Lessee on early termination under the Lock-in clause; the reasonable documented cost of any reinstatement, removal or make-good the Lessee was obliged to carry out under the Expiry and Reinstatement clause and did not; any misuse charge, change-of-use charge, composition fee or penalty lawfully levied on the Premises because of the Lessee's own use or occupation; and any statutory dues that the Lessee was liable to pay and did not.
8.3 The Lessor shall refund the Security Deposit, less permitted deductions supported by a written statement, within 15 days of the later of handover of vacant possession and settlement of final utility and maintenance bills. Where practicable, handover of the Premises and refund of the Security Deposit shall be simultaneous. Clause 5.2 states when the Security Deposit is refundable in full before the Lessee ever takes possession.
8.4 If the refund is delayed beyond that period, the Lessor shall pay interest at 12% per annum on the unrefunded amount, and the Lessee may remain in occupation until refund, while continuing to pay the Rent last payable, without that occupation being treated as holding over. That right to remain in occupation lasts for no more than thirty days after the end of the refund period in clause 8.3, and the Holding Over clause applies to any occupation after that.
8.5 The Lessee shall not adjust the Security Deposit against Rent without the Lessor's written consent.