COMMERCIAL LEASE DEED
This Commercial Lease Deed (this "Deed") is made at Chandigarh on 3 April 2026.
BETWEEN
Sethi Estates Private Limited, an individual, of House No. 1204, Sector 33-C, Chandigarh 160020, PAN AABCS1234K, acting through Harpreet Kaur Sethi, Director, authorised by board resolution dated 4 March 2026 (the "Lessor", which expression includes its successors in interest and permitted assigns);
AND
Northline Analytics Private Limited, an individual, of Plot No. 8, Phase 8-B, Industrial Area, S.A.S. Nagar (Mohali) 160055, PAN AAECN5678L, acting through Rohit Nair, Director, authorised by board resolution dated 6 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 described in Schedule I are referred to in this Deed as the "Premises". The Premises are situated at S.A.S. Nagar (Mohali), in the State of Punjab. The Lessor is the absolute owner of the Premises.
B. The Lessee has requested a lease of the Premises for its business, and the Lessor has agreed to grant one on the terms set out below.
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 22.2, and the rent statute identified in clause 24.1. 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.
NOW THIS DEED WITNESSES as follows.
- DEFINITIONS
1.1 "Commencement Date" means 4 April 2026.
1.2 "Term" means the period stated in the Grant clause.
1.3 "Rent" means the monthly rent stated in the Rent clause, as escalated from time to time under this Deed.
1.4 "Rent Commencement Date" means the Commencement Date, unless a rent-free fit-out period is stated in the Rent clause, in which case it means the date stated there.
1.5 "Security Deposit" means the deposit stated in the Security Deposit clause, as topped up under clause 4.6.
1.6 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 5 years commencing on 4 April 2026 and expiring on 5 April 2026 (the "Term"), with the right to exclusive possession of the Premises for the Term, subject to this Deed.
2.2 The Premises admeasure approximately 2,400 square feet of carpet area.
Together with the Premises, the Lessor grants the Lessee the exclusive use of 3 car parking space(s) in the building for the Term, at no additional charge.
2.3 The Lessor shall deliver possession of the Premises to the Lessee on the Commencement Date in the condition described in Schedule II, 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, which shall be annexed to and form part of Schedule II.
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. 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.
- RENT
3.1 The Lessee shall pay the Lessor a monthly rent of ₹3,60,000 (Rupees Three Lakh Sixty Thousand only) for the Premises, in advance, on or before day 7 of each calendar month. Rent for part of a month is payable pro rata.
3.2 Rent accrues from the Commencement Date, unless a rent-free fit-out period is stated in this clause, in which case it accrues from the Rent Commencement Date stated there.
Rent-free fit-out period: The Lessee may occupy the Premises from the Commencement Date to carry out its fit-out. No Rent is payable for the first 60 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.
3.3 Rent shall be paid by electronic transfer to the Lessor's bank account, the details of which are: Sethi Estates Private Limited, A/c 001234567890, Punjab National Bank, Feroze Gandhi Market Branch, Ludhiana, IFSC PUNB0012300, or to such other account in the Lessor's name as the Lessor notifies in writing at least fifteen days in advance.
3.4 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.
3.5 The annual average rent reserved by this Deed, being the average yearly rent over the whole Term after taking every escalation under clause 3.4 into account, is ₹47,73,000 (Rupees Forty Seven Lakh Seventy Three Thousand only). That figure is the base on which stamp duty on this Deed is computed under the Stamp Duty and Registration clause.
3.6 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
4.1 The Lessee shall pay the Lessor, on or before the Commencement Date, ₹21,60,000 (Rupees Twenty One Lakh Sixty Thousand only) as an interest-free refundable security deposit. Delivery of possession is conditional on receipt of the Security Deposit.
4.2 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.
4.3 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.
4.4 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 4.3, and the Holding Over clause applies to any occupation after that.
4.5 The Lessee shall not adjust the Security Deposit against Rent without the Lessor's written consent.
4.6 Within thirty days of each escalation of Rent, the Lessee shall top up the Security Deposit so that it continues to represent the same number of months' Rent as it did on the date of this Deed. An escalation taking effect under clause 3.4, and a top-up paid under this clause, are not an amendment of this Deed for the purposes of clause 26.2 and require no supplementary instrument: the escalation formula and this top-up obligation are already contained in this registered Deed, and the annual average rent stated in clause 3.5 already reflects every escalation under clause 3.4. The Parties note that for premises in the Union Territory of Chandigarh stamp duty is charged on the refundable security deposit, never on advance rent (verified at the Sub-Registrar, SAS Nagar (Mohali), September 2026), as well as on the rent, and that whether the registering office treats an increased deposit as attracting further duty on the increment is a point to be confirmed at that office before the first top-up is paid.
- TAXES
5.1 GST: The Rent, maintenance charges and other consideration under this Deed are exclusive of GST, and the Lessee shall pay GST on them in addition, against a valid tax invoice.
The Lessor's GSTIN is 03AABCS1234K1ZQ.
The Lessee's GSTIN is 03AAECN5678L1ZP.
5.2 The Parties acknowledge that renting immovable property for use in the course or furtherance of business is a supply of service under GST law. Where the Lessor is registered under GST, the Lessor shall raise a proper tax invoice for each month, report it correctly in its returns and pay the tax, so that the Lessee may take input tax credit where available; if credit is denied to the Lessee because the Lessor failed to do so, the Lessor shall reimburse the Lessee that amount. Where the Lessor is not registered under GST and the Lessee is registered, the Parties acknowledge that tax on the renting of commercial immovable property is payable by the Lessee under the reverse charge mechanism as notified from time to time, subject to the exclusions in that notification, and in that case no GST is payable to the Lessor on the Rent. Where tax on the Rent is payable by the Lessee under the reverse charge mechanism, that tax is payable by the Lessee in addition to the Rent, and the inclusive basis in clause 5.1 does not apply to it.
5.3 TDS: The Lessee shall deduct tax at source on the Rent under s.194-I of the Income-tax Act, 1961 where the rent payable attracts deduction under that section, deposit it within the prescribed time, file the return and furnish Form 16A to the Lessor. Tax so deducted and deposited is treated as payment of Rent to that extent, and the Lessor shall not treat the deduction as a default. Where GST is charged and shown separately on the invoice, deduction shall be made on the amount excluding that tax, in accordance with the guidance in force. If a higher rate applies for want of a valid PAN under s.206AA of that Act, the resulting shortfall is the Lessor's burden.
5.4 Municipal property tax and any other levy assessed on the ownership of the Premises shall be borne by the Lessor. Ground rent payable to an allotting authority on a leasehold site, and any instalment of the premium or consideration money for the site, remain payable by the Lessor whatever this clause says about property tax.
5.5 Any new tax, cess or levy imposed on this letting after the date of this Deed shall be borne by the Party on whom the law imposes it, unless this Deed provides otherwise.
- MAINTENANCE CHARGES AND UTILITIES
6.1 The Lessee shall pay for electricity, water, telecommunications, internet, diesel generator back-up and other utilities consumed at the Premises, as metered or fairly apportioned, directly to the supplier or to the building's maintenance agency, and shall produce receipts on request.
6.2 Save as expressly provided in this clause, the Rent is not subject to any further maintenance charge payable to the Lessor.
Maintenance charges: In addition to the Rent, the Lessee shall pay common area maintenance charges of ₹24,000 (Rupees Twenty Four Thousand only) per month, payable with the Rent. Where the building's maintenance agency revises those charges generally for the building, the revised charges apply from the date of the revision, and the Lessor shall give the Lessee the revision notice.
6.3 The Lessee may apply for a separate meter or an enhanced sanctioned load for the Premises; the Lessor shall sign the consents required from the owner, at the Lessee's cost, and shall not unreasonably delay doing so. Utility deposits paid by the Lessee remain refundable to the Lessee.