Office Leave and Licence Agreement

OFFICE LEAVE AND LICENCE AGREEMENT

This Leave and Licence Agreement ("Agreement") is made at Pune on 1 April 2026.

BETWEEN

Ashwin Realty Holdings Private Limited, an individual, having its address at X, PAN AABCA1234E, GSTIN X, acting through X, duly authorised (the "Licensor", which expression includes its successors and permitted assigns);

AND

Northline Analytics Private Limited, an individual, having its address at X, PAN AAECN5678K, GSTIN X, acting through X, duly authorised (the "Licensee", which expression includes its successors and permitted assigns).

The Licensor and the Licensee are each a "Party" and together the "Parties".

RECITALS

A. The Licensor is the absolute owner of, and in lawful possession of, the office premises described in the Schedule (the "Premises").

B. The Licensee has requested permission to use a designated part of the Premises for its office use, on a non-exclusive basis and without any transfer of interest in the Premises.

C. The Licensor is willing to grant that permission by way of leave and licence within the meaning of section 52 of the Indian Easements Act, 1882, on the terms set out below.

D. The Parties intend this Agreement to operate as a licence and not as a lease. No interest in immovable property is transferred, and legal possession of the Premises remains with the Licensor throughout.

NOW IT IS AGREED:

1. GRANT OF LICENCE

1.1 The Licensor grants the Licensee a bare, non-exclusive and non-transferable licence, revocable only in accordance with clause 5, to enter upon and use the space described in the Schedule (the "Licensed Space") for the Permitted Use during the Term, together with the right to use the common areas, facilities and services of the Premises in common with the Licensor and its other licensees.

1.2 This licence is personal to the Licensee. It confers no tenancy, sub-tenancy, right of exclusive possession, easement or any other right, title or interest in the Premises or the Licensed Space, and nothing in this Agreement shall be construed as a demise or as a transfer of an interest under the Transfer of Property Act, 1882.

1.3 Legal possession and control of the whole of the Premises, including the Licensed Space, remain with the Licensor at all times. The Licensee has permission to use the Licensed Space only, and the grant of that permission is not a delivery of possession.

1.4 The Licensee shall not claim, and shall not permit any person claiming through it to claim, the benefit of any rent control or tenancy protection law in respect of the Licensed Space.

1. PERMITTED USE AND ACCESS

2.1 The Licensee shall use the Licensed Space only for the following purpose: back-office software development and administrative work, with no client-facing retail activity (the "Permitted Use"), and for no other purpose.

2.2 The Licensee and its personnel and invitees may access the Licensed Space during the following hours: 24 hours a day, on all days of the week, subject to the security, access-control and house rules of the Premises notified by the Licensor from time to time.

The number of persons the Licensee may station in the Licensed Space at any time shall not exceed 25,000.

The Licensor shall make available to the Licensee 25,000 car parking slot(s) within the Premises, on an unreserved basis, during the Term.

2.3 The Licensee shall not carry on any manufacturing, storage of hazardous or inflammable goods, retail sale to walk-in customers, or any activity that is unlawful, causes a nuisance, or breaches the occupancy certificate, fire clearance or building rules applicable to the Premises.

2.4 The Licensor consents to the Licensee using the address of the Licensed Space as its registered office or additional place of business under the Companies Act, 2013 and the goods and services tax laws during the Term, and shall furnish a no-objection certificate and a copy of a utility bill on request.

1. SERVICES AND UPKEEP

3.1 The Licensor shall, during the Term, keep the Premises and the common areas in reasonable repair and shall provide the building services customarily provided at the Premises, including security, housekeeping of common areas, water supply, lifts, and power supply up to the point of the Licensed Space.

The Licence Fee also includes the following services: reception and mail handling, daily housekeeping of the Licensed Space, 100 Mbps shared internet, 8 hours of meeting room use per month, tea and coffee.

3.2 The Licensor shall use reasonable efforts to maintain continuity of services but shall not be liable for interruption caused by matters beyond its reasonable control, by failure of statutory supply, or by repairs of which reasonable prior intimation is given.

1. TERM

4.1 This licence commences on 2 April 2026 (the "Commencement Date") and continues for 36 months (the "Term"), unless terminated earlier in accordance with this Agreement or extended under clause 14.

4.2 The Licensee shall not be entitled to remain in the Licensed Space after expiry or earlier termination of the Term except under a fresh written agreement.

1. LOCK-IN, NOTICE AND TERMINATION

5.1 Subject to any lock-in period agreed in this Agreement, either Party may terminate this Agreement for convenience by giving the other 3 months' prior written notice, or by paying the Licence Fee for the unexpired part of the notice period in lieu of notice.

Lock-in: neither Party may terminate this Agreement for convenience during the first 25,000 months from the Commencement Date. If within that period the Licensee terminates for convenience or vacates the Licensed Space, or the Licensor terminates for the Licensee's breach, the Licensee shall pay the Licence Fee for the unexpired part of the lock-in period, and the Licensor may appropriate the Security Deposit towards it. If within that period the Licensor terminates otherwise than for the Licensee's breach, the Licensor shall refund the Security Deposit in full and pay the Licensee an amount equal to the Licence Fee for the unexpired part of the lock-in period. This paragraph does not apply where the Licensee terminates under clause 5.3, or where either Party terminates under clause 19.2; in either of those cases no lock-in compensation is payable by the Licensee, the Licensor shall not appropriate the Security Deposit towards any such compensation, and the Security Deposit shall be refunded in accordance with clause 8.3.

5.2 The Licensor may terminate this Agreement with immediate effect by written notice if the Licensee (a) fails to pay any amount due within fifteen days of written demand; (b) commits a material breach that is not remedied within fifteen days of written notice; (c) uses the Licensed Space for anything other than the Permitted Use; or (d) becomes subject to insolvency or winding-up proceedings that are not withdrawn or stayed within sixty days.

5.3 The Licensee may terminate this Agreement with immediate effect by written notice if the Licensed Space is not made available, or ceases to be usable for the Permitted Use, for a continuous period of thirty days for reasons attributable to the Licensor.

5.4 Termination does not affect rights or liabilities that have already accrued.

1. LICENCE FEE

6.1 The Licensee shall pay the Licensor a licence fee of ₹25,000 (Rupees Twenty Five Thousand only) per month (the "Licence Fee"), in advance, on or before day 5 of each calendar month, without set-off or deduction save as required by law. The Licence Fee for part of a month shall be apportioned on a daily basis.

6.2 Payment shall be made by electronic transfer to the bank account notified by the Licensor in writing.