FIT-OUT AGREEMENT AND LANDLORD'S CONSENT TO WORKS
This Fit-Out Agreement and Landlord's Consent to Works is made at Bengaluru on 1 April 2026.
BETWEEN
Meridian Estates Private Limited, a company incorporated under the Companies Act, 2013, having its address at X, PAN AABCM1234F (the "Landlord", which expression includes its successors in interest and permitted assigns);
AND
Northline Analytics India Private Limited, a company incorporated under the Companies Act, 2013, having its address at X, PAN X, GSTIN X (the "Tenant", which expression includes its successors in interest and permitted assigns).
The Landlord and the Tenant are each a "Party" and together the "Parties".
RECITALS
A. By a Lease Deed dated 2 April 2026 between the Parties, registered as Document No. 4127/2026, Sub-Registrar, Bengaluru South (the "Lease", which term includes a leave and licence agreement where that is the instrument named above), the Landlord granted the Tenant the right to occupy the premises described in Clause 1.1 (the "Premises") in the building of which the Premises form part (the "Building"), for a term expiring on 3 April 2026.
B. The Tenant wishes to carry out interior fit-out works at the Premises to make them fit for its business, and has asked the Landlord for consent to those works.
C. The Landlord is willing to consent on the terms set out below, and the Parties wish to record the terms on which the fit-out period is granted.
D. This Agreement records that consent and those terms. It is supplemental to the Lease. It does not vary the Lease except where it says so, and it does not create, transfer or enlarge any interest in the Premises.
IT IS AGREED AS FOLLOWS
1. THE PREMISES AND THE WORKS
1.1 The Premises are: Unit 402, Fourth Floor, North Wing, Sterling Tech Park, Plot No. 21, Outer Ring Road, Bengaluru 560103, admeasuring 12,450 sq ft chargeable area (8,715 sq ft carpet).
1.2 The Premises are handed over to the Tenant for fit-out as follows: Bare shell — structure, external envelope and floor slab only, with no services inside the Premises.
Landlord's works. On or before 5 April 2026 the Landlord shall complete the following at its own cost, and the Premises shall not be treated as handed over until it has done so: Sprinkler mains and drops at 3.2 m grid; two 100 kVA power points at the Premises entry; toilet cores complete and commissioned; passenger and service lifts operational.
1.3 The "Works" means the fit-out works described in Part 1 of Schedule A, carried out in accordance with the drawings listed in Part 2 of Schedule A as approved by the Landlord (the "Approved Drawings").
1.4 The Works do not involve any alteration, cutting, coring or loading of the structure, facade, roof, core or any load-bearing element of the Building.
1.5 Within seven days of the start of the Fit-Out Period the Parties shall jointly inspect the Premises and sign a condition report with dated photographs (the "Condition Report"). The Condition Report forms part of this Agreement and is the benchmark for any obligation in this Agreement to reinstate the Premises. If a Party fails to attend the joint inspection after seven days' written notice, the other Party's report, served on it, stands as the Condition Report.
2. THE LANDLORD'S CONSENT
2.1 The Landlord consents to the Tenant carrying out the Works at the Premises on the terms of this Agreement. This consent extends only to the Works described in Schedule A.
2.2 Any change to the Works or to the Approved Drawings requires the Landlord's further written consent, which shall not be unreasonably withheld, conditioned or delayed. Consent to a change is treated as given if the Landlord does not respond in writing within seven working days of receiving the revised drawings and a written request identifying the change.
2.3 The Landlord confirms that it has full right and authority to grant this consent. Where the Building or the Landlord's interest is subject to a mortgage, a superior lease, or the rules of a co-operative society, apartment owners' association, industrial estate authority or special economic zone authority requiring consent to tenant works, the Landlord has obtained, or shall obtain at its own cost before the start of the Fit-Out Period, every such consent, and shall give the Tenant a copy.
2.4 This consent is personal to the Tenant. It does not permit works by or for any other occupier of the Building, and it does not entitle the Tenant to carry out works to any part of the Building outside the Premises except as expressly shown in the Approved Drawings.
3. THE FIT-OUT PERIOD
3.1 The "Fit-Out Period" begins on 5 April 2026 and ends on 6 April 2026.
3.2 The Fit-Out Period is granted on the following basis: Fully rent-free — no rent, no common area maintenance charges and no car parking charges are payable for the Fit-Out Period.
3.3 Subject to Clause 3.2 and to any extension under Clause 3.4, rent under the Lease commences on 4 April 2026, whether or not the Works are then complete and whether or not the Tenant has begun trading. Where the Fit-Out Period is granted on a rent-free basis under Clause 3.2 and the date stated above falls on or before the last day of the Fit-Out Period, Clause 3.2 prevails and rent commences on the day after the Fit-Out Period ends. Where Clause 3.2 states that rent is payable from the start of the Fit-Out Period and the date stated above falls after the first day of the Fit-Out Period, Clause 3.2 prevails and rent commences on the first day of the Fit-Out Period.
3.4 "Landlord Delay" means delay to the Works caused by the Landlord failing to hand over the Premises in the condition stated in Clause 1.2 on 5 April 2026, failing to give the access it has agreed to give, failing to supply base-building power, water, lifts or hoists, failing to obtain a consent under Clause 2.3, failing to obtain an approval it has undertaken to obtain under Clause 5.1, or failing to give a decision within a period allowed by this Agreement. The Fit-Out Period, and the date in Clause 3.3, are each extended day for day for each day of Landlord Delay. The Tenant shall notify the Landlord of the circumstances within seven days of becoming aware of them.
3.5 If the Works are not complete by the end of the Fit-Out Period, the Tenant may continue them with the Landlord's written consent, which shall not be unreasonably withheld, but the Fit-Out Period does not extend and every sum payable under the Lease continues to be payable.
3.6 Electricity, water and diesel consumed at the Premises during the Fit-Out Period are payable by the Tenant on actuals, against readings from a sub-meter installed for the Premises, billed monthly.
Supervision charge. The Tenant shall pay the Landlord a one-time fit-out supervision charge of ₹25,000 (Rupees Twenty Five Thousand only) rupees, plus GST, before the Works commence. That charge covers the Landlord's supervision of the Works, the use of service lifts and hoists during the Fit-Out Period, and removal of debris from the Building's designated collection point, and the Landlord shall not levy any further charge for those items.
4. CONTRACTORS, ACCESS AND WORKING HOURS
4.1 The Tenant may appoint contractors of its choice, and shall give the Landlord written intimation of each contractor's name, address, supervisor and contact details before that contractor comes on site.
Main contractor. The Tenant's main contractor for the Works is Vertex Interiors LLP. A change of main contractor is subject to Clause 4.1.
4.2 Before the Works commence the Tenant shall give the Landlord a list of every person requiring access to the Premises, and shall procure that each person carries the pass issued by the Landlord and produces it on demand. The Landlord shall issue passes within two working days of a complete request and shall not charge for them.
4.3 The Works may be carried out during 9:00 a.m. to 8:00 p.m., Monday to Saturday. Works that generate noise, vibration, dust or fumes perceptible outside the Premises may be carried out only during 8:00 p.m. to 6:00 a.m. on weekdays, and any time on Sundays and public holidays.
4.4 The Tenant shall protect the common areas, lifts, lobbies, doors and finishes on the access route, keep the Premises and that route clean, remove debris daily to the point designated by the Landlord, and not store materials, plant or debris in any common area.