REVENUE SHARE LEASE DEED
This Revenue Share Lease Deed (this "Deed") is made at Chandigarh on 3 April 2026.
BETWEEN
Trishala Malls Private Limited, an individual, of SCO 44-45, Sector 8-C, Chandigarh 160009, PAN AABCT4321M, acting through Manpreet Sidhu, Director, authorised by board resolution dated 2 March 2026 (the "Lessor", which expression includes its successors in interest and permitted assigns);
AND
Northline Foods Private Limited, an individual, of Plot No. 21, Industrial Area, Phase 2, Chandigarh 160002, PAN AAECN6789P, acting through Aditi Verma, Director, authorised by board resolution dated 4 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 Chandigarh, in the State of Punjab, forming part of Trishala High Street Mall. The Lessor is the absolute owner of the Premises.
B. The Lessee has requested a lease of the Premises for its business, on terms under which Rent is computed wholly or partly by reference to the Lessee's sales from the Premises, 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, notwithstanding that part or all of the Rent is computed as a share of the Lessee's sales.
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 23.2, and the rent statute identified in clause 25.1. The Parties confirm that they have read those three provisions together before executing this Deed and that each of them describes the same jurisdiction.
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 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.
1.4 "Rent Structure" means the basis on which Rent is computed, stated in clause 3.2.
1.5 "Fixed Rent" means the amount stated in clause 3.3, payable only where the Rent Structure is the Base-Rent-plus-threshold option or the Minimum-Guarantee option in clause 3.2. There is no Fixed Rent where the Rent Structure is the pure revenue-share option.
1.6 "Threshold" means the amount stated in clause 3.5, applicable only where the Rent Structure is the Base-Rent-plus-threshold option.
1.7 "Gross Sales" has the meaning given in clause 4.2, read with clause 4.3.
1.8 "Revenue Share" means, for any period, 8% of Gross Sales for that period, or, where the Rent Structure is the Base-Rent-plus-threshold option, 8% of Gross Sales for that period in excess of the Threshold, computed and paid under clause 4.
1.9 "Rent" means, for any period, the Fixed Rent (if any) for that period together with the Revenue Share for that period, and every reference in this Deed to Rent includes both, whichever the Rent Structure makes payable for that period.
1.10 "Lease Year" means each successive period of twelve months beginning on the Rent Commencement Date; if the Term ends before a Lease Year is complete, the last Lease Year is the shorter period up to the end of the Term.
1.11 "Security Deposit" means the deposit stated in the Security Deposit clause, as topped up under clause 5.6.
1.12 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 9 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 850 square feet of carpet area.
Together with the Premises, the Lessor grants the Lessee the exclusive use of 25,000 car parking space(s), 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 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 45 days from the Commencement Date, and the Rent Commencement Date is the day after that period ends. Maintenance charges, utility charges and the Lessee's other obligations under this Deed apply from the Commencement Date, except that the reporting obligation in clause 4.4 begins only from the month in which the Lessee first opens the Premises for trade.
3.2 Rent Structure: Pure revenue share: no Fixed Rent is payable, and Rent consists entirely of the Revenue Share on Gross Sales, computed and paid under the Revenue Share clause.
3.6 Annual average rent for stamp purposes: The annual average rent reserved by this Deed, computed on the basis explained in the Stamping formality accompanying this Deed and confirmed at the registering office, is ₹15,00,000 (Rupees Fifteen Lakh only). That figure is the base on which stamp duty on this Deed is computed under the Stamp Duty and Registration clause.
3.7 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.
- REVENUE SHARE
4.1 Revenue Share: The Revenue Share for each calendar month is 8% of Gross Sales for that month, computed and reconciled monthly, with each calendar month reconciled on its own figures.
4.2 Gross Sales: "Gross Sales" means the aggregate sale price of all goods, and all charges for services, sold, supplied or rendered from or at the Premises by the Lessee and by any sub-licensee or concessionaire operating within the Premises, whether paid in cash, by card, by digital wallet, on credit, or by redemption of a gift card or voucher, including the value of goods taken on approval and not returned within thirty days.
It excludes: goods and services tax and any other tax collected from a customer and separately accounted for to the Government; the amount of a genuine refund or exchange, to the extent the original sale was included in Gross Sales; the sale price of a gift card or voucher at the time of sale (included only on redemption, so the same sale is not counted twice); the value of stock transferred between the Lessee's own outlets, not being a sale to a customer; discounts genuinely given to bulk, corporate or loyalty-programme customers in the ordinary course of business; and sales to the Lessee's own employees at a discount, up to five per cent of that outlet's total sales for the period.
4.3 Online and delivery sales: Sales booked, billed or fulfilled from the Premises through a food-delivery platform, the Lessee's own website or app, click-and-collect, or any other online or telephonic channel are included in Gross Sales at their full billed value, whatever the mode of payment or delivery
4.4 Monthly reporting: On or before day 7 of each calendar month, the Lessee shall deliver to the Lessor, for the preceding calendar month, a statement in the form of Schedule III, signed by the Lessee's authorised signatory, supported by daily point-of-sale summary reports for the period.
4.5 Payment: The Lessee shall pay the Revenue Share for a period — or, where the Rent Structure is the Minimum-Guarantee option, the amount by which the Revenue Share for that period exceeds the Fixed Rent already paid for it — within 7 days of the date the statement for that period is due under clause 4.4.
4.6 Annual statement: Within 45 days of the end of each financial year, the Lessee shall furnish the Lessor a statement of Gross Sales for that year certified by a practising Chartered Accountant, reconciled against the monthly statements furnished under clause 4.4 and against the Lessee's GST returns for the corresponding period. Any shortfall the annual statement discloses is payable within the time stated in clause 4.5, running from the date the annual statement is furnished.
4.7 Audit right: On 7 days' written notice, and not more than twice in any Lease Year save where clause 4.8 applies, the Lessor and its representatives, bound by confidentiality, may inspect and take copies of the Lessee's point-of-sale records, sales registers, GST returns and bank statements relating to the Premises, during the Lessee's business hours, to verify Gross Sales for any period within the preceding thirty-six months. The Lessor shall bear the cost of an audit under this clause, unless it discloses that Gross Sales for the period audited were understated by five per cent or more, in which case the Lessee shall bear the reasonable documented cost of that audit
4.8 Underreporting: If an audit under clause 4.7 or any other inquiry discloses that Gross Sales for a period were understated, the Lessee shall pay the shortfall in Revenue Share within seven days of the Lessor's demand, together with interest at the rate stated in the Late Payment clause, calculated from the date the shortfall ought to have been paid, and no further penalty applies for a first instance found to have been in good faith
4.9 Continuous trading: The Lessee shall keep the Premises open and actively trading during the operating hours generally notified for the building or centre in which the Premises are situated, and shall not close the Premises, wholly or substantially, for more than seven consecutive days without the Lessor's prior written consent, save for stock-taking, repairs, a directive of a public authority, or a Force Majeure event
- SECURITY DEPOSIT
5.1 The Lessee shall pay the Lessor, on or before the Commencement Date, ₹6,60,000 (Rupees Six Lakh Sixty Thousand only) as an interest-free refundable security deposit. Delivery of possession is conditional on receipt of the Security Deposit.
5.2 The Security Deposit secures the Lessee's obligations under this Deed. The Lessor may deduct from it only: unpaid Rent, including an unpaid or understated Revenue Share established under clause 4.8; 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 the Lessee was obliged to carry out under the Expiry and Reinstatement clause and did not; any misuse charge, change-of-use charge 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.
5.3 The Lessor shall refund the Security Deposit, less permitted deductions supported by a written statement, within 30 days of the later of handover of vacant possession and settlement of final utility, maintenance and Revenue Share reconciliation. Where practicable, handover of the Premises and refund of the Security Deposit shall be simultaneous.
5.4 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 Rent, 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 5.3, and the Holding Over clause applies to any occupation after that.
5.5 The Lessee shall not adjust the Security Deposit against Rent without the Lessor's written consent.
- TAXES
6.1 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 04AABCT4321M1ZR.
The Lessee's GSTIN is 04AAECN6789P1ZS.
6.2 The Parties acknowledge that renting immovable property for use in the course or furtherance of business is a supply of service under GST law, and that this applies to the whole of Rent for a period, Fixed Rent and Revenue Share together, once the Revenue Share for that period is ascertained. Where the Lessor is registered under GST, the Lessor shall raise a tax invoice for the Fixed Rent, if any, for each month when it falls due, and a further tax invoice for the Revenue Share for a period once it is ascertained under clause 4, reporting both correctly in its returns and paying 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 that this applies to the Revenue Share component exactly as it applies to the Fixed Rent.
6.3 TDS: The Lessee shall deduct tax at source on Rent under s.194-I of the Income-tax Act, 1961 where the rent paid or credited attracts deduction under that section, at the time of actual payment or credit of each component — the Fixed Rent when it is paid, and the Revenue Share, or a reconciliation payment, when that amount is paid or credited under clause 4.5 or 4.6 — 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. 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.