SUB-LEASE / SUB-LICENCE AGREEMENT
This Sub-Lease / Sub-Licence Agreement (this "Deed") is made at S.A.S. Nagar (Mohali) on 3 April 2026.
BETWEEN
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 4 March 2026 (the "Sub-Lessor", which expression includes its successors in interest and permitted assigns);
AND
Coral Peak Consulting LLP, an individual, of SCO 41, Sector 26, Chandigarh 160019, PAN AAJFC4321M, acting through Priya Menon, Designated Partner, authorised by the LLP agreement (the "Sub-Lessee", which expression includes its successors in interest and permitted assigns).
The Sub-Lessor and the Sub-Lessee are each a "Party" and together the "Parties".
RECITALS
A. The Sub-Lessor holds the premises described in clause 4.2 under a head lease from Lease Deed dated 12 June 2021 between Bestech Business Towers Private Limited ("Head Landlord") and Northline Analytics Private Limited, registered as document no. 4412 in Book No. 1, Volume No. 2661 at pages 41-58 in the office of the Sub-Registrar, S.A.S. Nagar (Mohali), for a term of ten years from 12 June 2021 over Unit 305, Third Floor, Tower B, Bestech Business Towers, Sector 66, S.A.S. Nagar (Mohali) (the "Head Landlord"), particulars of which are: Lease Deed dated 12 June 2021 between Bestech Business Towers Private Limited ("Head Landlord") and Northline Analytics Private Limited, registered as document no. 4412 in Book No. 1, Volume No. 2661 at pages 41-58 in the office of the Sub-Registrar, S.A.S. Nagar (Mohali), for a term of ten years from 12 June 2021 over Unit 305, Third Floor, Tower B, Bestech Business Towers, Sector 66, S.A.S. Nagar (Mohali). That head lease is referred to in this Deed as the "Head Lease", and expires, or its current renewed term expires, on 6 April 2026.
B. The head lease permits the Sub-Lessor to sub-let the Sub-Let Premises without requiring the Head Landlord's further consent, and the Sub-Lessor has in any event given the Head Landlord prior written notice of this sub-letting, particulars of which are given below Particulars: Letter dated 2 February 2026 from Bestech Business Towers Private Limited, signed by its authorised signatory Mr Arvind Kalra, General Manager (Leasing), consenting to sub-letting of Unit 305 to Coral Peak Consulting LLP on the terms summarised in that letter.
C. This Deed creates a SUB-LEASE: a lease within the meaning of s.105 of the Transfer of Property Act, 1882, transferring to the Sub-Lessee the right to exclusive possession of the Sub-Let Premises for the Term, and constituting an interest in immovable property in the Sub-Lessee's favour. That is the distinction Associated Hotels of India Ltd. v. R.N. Kapoor (Supreme Court of India, 1959) draws between a lease and a licence: a lease transfers an interest and exclusive possession, a licence merely permits use without either. The Parties intend the Sub-Lessee to have that exclusive possession and shall not do anything under this Deed inconsistent with it.
D. The premises actually being sub-let under this Deed are described in Schedule I and referred to as the "Sub-Let Premises". They are situated at S.A.S. Nagar (Mohali), in the State of Punjab.
E. Three provisions of this Deed each identify the place in which the Sub-Let Premises lie — this Recital and Schedule I, the stamp duty computation in clause 24.2, and the rent statute identified in clause 26.1. 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 and Term clause.
1.3 "Rent" means the monthly rent or licence fee 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.
1.6 Where this Deed creates a Leave and Licence under clause 2, "Sub-Lessor" also means the Licensor and "Sub-Lessee" also means the Licensee, and "sub-lease" and "sub-tenancy" are then to be read as "licence", for all purposes of this Deed; this clause does not itself decide which this Deed is, which is decided by clause 2 and, ultimately, by the substance of what the Parties actually do under it.
1.7 References to a statute are to that statute as amended or re-enacted, and include a statute as extended to the place where the Sub-Let Premises are situated. Headings do not affect interpretation. The singular includes the plural.
- NATURE OF THIS DEED
2.1 This Deed creates a SUB-LEASE: a lease within the meaning of s.105 of the Transfer of Property Act, 1882, transferring to the Sub-Lessee the right to exclusive possession of the Sub-Let Premises for the Term, and constituting an interest in immovable property in the Sub-Lessee's favour. That is the distinction Associated Hotels of India Ltd. v. R.N. Kapoor (Supreme Court of India, 1959) draws between a lease and a licence: a lease transfers an interest and exclusive possession, a licence merely permits use without either. The Parties intend the Sub-Lessee to have that exclusive possession and shall not do anything under this Deed inconsistent with it.
2.2 As a sub-lease transferring exclusive possession, this Deed is, where its Term exceeds one year or reserves a yearly rent, a lease within s.107 of the Transfer of Property Act, 1882 and compulsorily registrable under s.17(1)(d) of the Registration Act, 1908, on exactly the footing the head lease itself was. An unregistered sub-lease of that kind is inadmissible in evidence to prove the sub-tenancy under s.49 of that Act, save to the extent that section permits, and leaves the Sub-Lessee with a monthly tenancy at best. Stamp duty is chargeable on this Deed under the Stamp Duty and Registration clause below, on the same bands, computed on the same annual average rent basis, as apply to a head lease of the Sub-Let Premises.
- THE HEAD LEASE AND CONSENT TO SUB-LET
3.1 The Head Lease was executed on 1 April 2026 and expires, or its current renewed term expires, on 6 April 2026. Particulars of the Head Lease are as stated in Recital A.
3.2 The head lease permits the Sub-Lessor to sub-let the Sub-Let Premises without requiring the Head Landlord's further consent, and the Sub-Lessor has in any event given the Head Landlord prior written notice of this sub-letting, particulars of which are given below
3.3 Particulars of the Head Landlord's written consent or notice under clause 3.2: Letter dated 2 February 2026 from Bestech Business Towers Private Limited, signed by its authorised signatory Mr Arvind Kalra, General Manager (Leasing), consenting to sub-letting of Unit 305 to Coral Peak Consulting LLP on the terms summarised in that letter. Where that consent is annexed to this Deed as Annexure A, it forms part of this Deed.
3.4 The Sub-Lessor warrants that, as at the Commencement Date, the Head Lease is subsisting, is not under notice of forfeiture or termination, and that the unexpired residue of the Head Lease exceeds the Term of this Deed. The Sub-Lessor shall do nothing to bring the Head Lease to an end during the Term otherwise than by its own effluxion of time.
3.5 This Deed, and every right the Sub-Lessee has under it, is granted subject to, and subordinate to, the Head Lease and to every condition, restriction and obligation binding on the Sub-Lessor under it. Nothing in this Deed requires the Sub-Lessor to do anything the Head Lease forbids, or entitles the Sub-Lessee to anything greater than the Sub-Lessor itself holds under the Head Lease.
- GRANT AND TERM
4.1 The Sub-Lessor grants to the Sub-Lessee, and the Sub-Lessee takes, this Deed over the Sub-Let Premises for a term of 3 years commencing on 4 April 2026 and expiring on 5 April 2026 (the "Term"), on the terms of this Deed.
4.2 The Sub-Let Premises form part of the premises described as Unit 305, Third Floor, Tower B, Bestech Business Towers, Plot No. C-2, Sector 66, S.A.S. Nagar (Mohali), held by the Sub-Lessor under the Head Lease. The part actually comprised in this Deed is: The whole of the eastern half of Unit 305, comprising approximately 1,200 square feet, as shown hatched red on the floor plan annexed to this Deed, together with shared use of the reception, the pantry and both toilets on that floor.
4.3 The Sub-Let Premises admeasure approximately 1,200 square feet of carpet area.
Together with the Sub-Let Premises, the Sub-Lessor grants the Sub-Lessee the use of 1 car parking space(s), for the Term, at no additional charge, to the extent the Head Lease itself permits that use to be passed on.
4.4 The Sub-Lessor shall deliver possession, or in the case of a licence access, to the Sub-Lessee on the Commencement Date in the condition described in Schedule II. The Parties shall sign a joint inspection record on the Commencement Date, which shall be annexed to and form part of Schedule II.
- RENT
5.1 The Sub-Lessee shall pay the Sub-Lessor a monthly Rent of ₹90,000 (Rupees Ninety Thousand only) for the Sub-Let Premises, in advance, on or before day 5 of each calendar month. Rent for part of a month is payable pro rata.
5.2 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 Sub-Lessee may occupy the Sub-Let Premises from the Commencement Date to carry out its fit-out. 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.
5.3 Rent shall be paid by electronic transfer to the Sub-Lessor's bank account, the details of which are: Northline Analytics Private Limited, A/c 004455667788, HDFC Bank, Sector 66 Branch, S.A.S. Nagar, IFSC HDFC0001234, or to such other account in the Sub-Lessor's name as the Sub-Lessor notifies in writing at least fifteen days in advance.
5.4 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, and takes effect from the first day of the month following completion of the relevant period.
5.5 The annual average rent reserved by this Deed, being the average yearly Rent over the whole Term after taking every escalation under clause 5.4 into account, is ₹11,34,000 (Rupees Eleven Lakh Thirty Four Thousand only). That figure is the base on which stamp duty on this Deed is computed under the Stamp Duty and Registration clause.
5.6 If Rent or any other sum due under this Deed is not paid within seven days of its due date, the Sub-Lessee shall pay interest at 12% per annum on the overdue amount from the due date until payment.
- SECURITY DEPOSIT
6.1 The Sub-Lessee shall pay the Sub-Lessor, on or before the Commencement Date, ₹5,40,000 (Rupees Five Lakh Forty Thousand only) as an interest-free refundable security deposit. Delivery of possession or access is conditional on receipt of the Security Deposit.
6.2 The Sub-Lessor may deduct from the Security Deposit only: unpaid Rent; unpaid maintenance, utility or other charges the Sub-Lessee owes under this Deed; the reasonable documented cost of making good damage to the Sub-Let Premises caused by the Sub-Lessee, fair wear and tear excepted; amounts payable by the Sub-Lessee on early termination under the Lock-In, Notice and Termination clause; and the reasonable documented cost of any reinstatement the Sub-Lessee was obliged to carry out under the Expiry and Reinstatement clause and did not.
6.3 The Sub-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.
6.4 If the refund is delayed beyond that period, the Sub-Lessor shall pay interest at 12% per annum on the unrefunded amount, and the Sub-Lessee may remain in occupation until refund, continuing to pay the Rent last payable, for no more than thirty days after the end of the refund period in clause 6.3, without that occupation being treated as holding over; the Holding Over clause applies to any occupation after that.