LETTER OF INTENT

____ May 2021, Durg

PROPOSED LESSORS : 1) Shri Surendra Rathi S/o Shri Lal Chand Rathi
(PAN: ACLPR1063R) residing at A/16, Mahesh Colony, Pulgaon,
Durg (C.G.) – 491001

2) Shri Madanlal Jain S/o Shri Mohan Lal Shrishrimal

(PAN: ANEPJ6339C) residing at 750, Ward No. 38, 24 Mahavir
Colony, Durg (C.G.) - 491001

3) Shri Narendra Rathi S/o Shri Lal Chand Rathi

(PAN: ACLPR1065K) residing at A/16, Mahesh Colony, Pulgaon,
Durg (C.G.) - 491001

4) Shri Anil Kumar Jain S/o Shri Mohan Lal Shrishrimal

(PAN: AEVPJ1131N) residing at 201, Appapura, Shanichari
Bazar, Durg (C.G.) – 491001

5) Shri Sunil Kumar Jain S/o Shri Mohan Lal Shrishrimal

(PAN: ) residing at _________

PROPOSED LESSEE : Reliance Projects & Property Management Services Limited

(PAN: AAJCR6636B)
REGISTERED OFFICE : Office-101, Saffron, Near Centre Point, Panchwati 5 Rasta,
Ambawadi, Ahmedabad (Gujarat) – 380006

Pursuant to the discussions between Shri Surendra Rathi & Others (hereinafter referred to as the
Lessors) and Reliance Projects & Property Management Services Limited (hereinafter referred
to as the Lessee), the following terms have been agreed upon between the two parties.

SR. PARTICULARS REMARKS

1. Location of the Land bearing Khasra No.1127/1,4-5, 1129, 1130/1-4, 1131,
proposed Leased 1132, 1133/1, 1135/1-4, 1136/1-3, 1137/2, 1138/1,7-8,12-
property 13,15-18, 1150/3-4,6, 1128, 1133/2, 1137/1,3,4, 1150/2 &
1138/5,9-11,13-14, having aggregate area approx. 39,462.85
Sq. Ft. at PH No. 16, Santra Badi, Station Road, Durg (C.G.)
– 491001
2. Area description Description of the Said Premises: Premises on the Ground
Floor admeasuring approx. 15,500 sq. ft. Carpet area
(subject to Joint Measurement) and as per the floor plan
attached in Schedule 1, hereinafter referred to as the “Said
Premises". The Said Premises along with Parking and open
area hereinafter referred to as the “Said Complex.”

Clear Height of the Said Premises shall be minimum 10 feet

(below beam bottom)

Carpet area shall mean the area derived on the basis of inside
wall to wall dimensions of the Said Premises, as delineated in
the plans attached herewith in the sole and exclusive
possession and use of the Lessee but shall exclude columns,

1
 Peripheral/Outer walls of the commercial premises, internal
staircase, internal lift, other staircases, escalators, lift well,
entrance drop off, all voids, ducts, cut outs and shafts area (if
any) which are shown as common areas in the plans, areas
like canopies, ledges, projections outside the walled plinth
area such as entrance porches/lobbies, podiums, steps, ramps,
projections for glazing and elevation treatment, etc.
The actual carpet area shall be determined in accordance with
the above definition based on a Joint Measurement of the
Said Premises at site.
3. Tenure Proposed Lease period shall be of 12 years from the
commencement of lease rent.
4. Nature of Business The Said Premises shall be used by the Lessee exclusively to
operate a Retail Store under the brand name “Reliance
Smart”. The Lessee shall inform the Lessors before any
change in business format.
5. Nature of Agreement Lease Agreement

6. Handover for fit outs The Said Premises shall be handed over to the Lessee on or
before 31-05-2022 to carry out the fit-out works after
completion of all agreed work falling under the scope of the
Lessors, as per Clause 15 of this LOI and submission of copy
of Occupancy Certificate and Fire NOC in respect of the Said
Complex/Premises. If the Lessors manage to complete the
works earlier, the same will be intimated to the Lessee.
Both parties shall finalize the draft of proposed Lease
Agreement and same shall be executed prior to handover of
the premises for fit-out.
7. Termination option The Lessors shall be entitled to terminate proposed Lease
Agreement only in the event of the Lessee committing
default in payment of Monthly Lease Rent with respect to the
Said Premises for three consecutive months after giving 30
days’ notice in writing calling upon the Lessee to pay the rent
and other dues in arrears and despite having received such
notice, the Lessee failed to do so.
After the lock-in period of 12 months, the Lessee is entitled
to terminate the proposed Lease Agreement for any reason
whatsoever, by giving 3 months’ advance notice in writing. If
the Lessee terminates the Agreement without giving any
notice, the Lessee shall be liable to pay Lease Rent for the
notice period of 3 months and the same shall be adjusted
against the refundable Security Deposit paid by the Lessee to
the Lessors.
The Lessee may also terminate the proposed Lease
Agreement without giving any notice under the following
circumstances, and the Lessors shall refund the Security
Deposit received from the Lessee:
a. The Lessee’s possession in respect of the Said Premises
has been obstructed or hindered due to reasons directly
attributable to the proposed Lessors.
b. If the Lessee is unable to carry on its business from the
Said Premises due to the lack of any statutory approval or
defect in the title of the Lessors in respect of the Said
Premises.
Further on the following grounds, the Lessee shall be entitled
to immediate termination of the LOI, without any notice, and

2
 also recover the Security Deposit paid to the Lessors and the
Lessors shall refund Security Deposit without any interest
and also the Lessee shall be entitled to remove the interiors
and fixtures installed by it:
a. If there is any delay in handing over the actual and
physical possession of the Said Premises for fit outs on or
before 31-05-2022.
b. The Lessors do not complete their scope of work within
the time frame as stipulated herein as per the specifications of
the Lessee.
c. Any of the Lessors’ representation is found to be incorrect.
8. Fit-out Period The Lessee will be granted 120 days of rent free fit-out
period. Free fit out period of 120 days shall commence from
the date of completion of Lessors’ agreed scope of work as
mentioned in Clause 15, subject to submission of copy of
Occupancy Certificate & Fire NOC in respect of the Said
Complex/Premises and handover of possession of the Said
Premises by the Lessors to the Lessee to start its fit- out
work.
However, in case the Lessee is not able to complete its fit-out
work within 120 days, then obligation to pay the Lease Rent
shall commence from 121st day from the fit- out date.
9. Monthly Lease Rent Rs 40/- per sq. ft. per month on Carpet area as defined in
Clause 2 (subject to Joint Measurement), amounting to Rs.
6,20,000/- (Rupees Six Lac Twenty Thousand only), payable
on or before 15th of every month in advance.
Share of each Lessor in the Monthly Lease Rent shall be
decided after receipt of approved floor plan and Building
Permission from Municipal Corporation and shall be laid
down in the proposed Lease Agreement to be executed
between the Lessors and the Lessee.
The Monthly Lease Rent is inclusive of Common Area
Maintenance Charges (CAM Charges) of the Said Complex /
Said Premises and Water Charges of the Said Premises.
The Monthly Rent as above is exclusive of Goods and
Services Tax (GST) but subject to applicable TDS under
Income Tax Act. GST, if applicable on Monthly Rent, shall
be paid by the Lessee to the Lessors.
10. Commencement of The date of commencement of the payment of Monthly Lease
payment of Lease Rent shall be from the date of expiry of the Free fit out period
Rent of 120 days or from the date of official launch of the Store of
the Lessee, whichever is earlier, provided the Lessors have
obtained all such permissions as required under the Law as
applicable in the state of Chhattisgarh and Fire NOC in
respect of the Said Complex/ Premises from the concerned
Authorities and shall have provided to the Lessee a certified
copy thereof.
11. CAM Charges The Common Area Maintenance Charges (CAM Charges) of
the Said Complex are included in the Monthly Lease Rent
above and shall cover the expenses as per details in Schedule
2 hereto.
12. Escalation - Lease Lease Rent shall be subject to escalation @ 15% after
Rent completion of every 3 Years from the date of
commencement.
13. Electricity and Power Electricity charges shall be paid by Lessee at actuals as per

3
 back-up charges for the prevailing tariff of SEB for permanent power, as per
the Said Premises reading of the meter/sub meter which is to be installed by
Lessors in the Said Premises.
DG set for Power Back-up shall be installed by the Lessee.
The Lessors shall provide permanent space at ground level
for putting DG set in the Said Complex without any cost and
charges for the entire term
Water charges of Municipality connection for the Said
Premises are included in the Monthly Lease Rent payable by
the Lessee.
14. Refundable Security Interest free refundable Security Deposit equivalent to 6
Deposit (Interest months of Monthly Lease Rent amounting to total of Rs.
Free) 37,20,000/- (Rupees Thirty Seven Lac Twenty Thousand
only) shall be paid by the Lessee to the Lessors as per the
schedule below:

a) Rs. 6,20,000/- (Rupees Six Lac Twenty Thousand only)

on submission of approved floor plan and Building
Permission, subject to start of construction of the Said
Premises.
b) Rs. 18,60,000/- (Rupees Eighteen Lac Sixty Thousand
only) on execution of proposed Lease Agreement and
final handover of the Said Premises to the Lessee for
starting its fit-out work.

c) Balance Rs. 12,40,000/- (Rupees Twelve Lac Forty

Thousand only) on commencement of Lessee’s business
operations from the Said Premises.

Security Deposit shall be paid to each of the Lessor in

proportion to his share in Monthly Lease Rent.

15. Scope of Work The Lessors shall carry out the following works at their own
cost and expenses:
i. Civil Work: Bare shell unit/the Said Premises as per
attached layout (Schedule-1) in Pre Engineered
Building (PEB) structure and with Rolling Shutters
and doors as per design and specifications of the
Lessee. The Premises should have a safe load bearing
Capacity of 500 kilogram-force/square meter.

ii. The PEB members must be capable of taking the

following loads:

a) On PEB Columns – 150 KG (IDU) + 100 KG

(Self-weight) = 250 KG weight (Cantilever
action of 1.5m)
b) On Purlins – 50 KG/Sq.m collateral load for
Services
c) On girts = Reliance Smart Logo ACP loads (50
KG/Sq.m)

iii. The Lessors shall at their own cost do the water

proofing and structural repair work of the Said
Premises for the entire tenure of the Lease.

4
 iv. The Lessors shall carry out roof/walls insulation
works as per standard specifications of the Lessee.

v. The Lessors shall provide Dock Area / Material

unloading platform on the back side of the Said
Premises, duly covered with a Canopy, for loading/
unloading of the Goods with adequate circulation
space for entry and exit of trucks/lorries & parking.

vi. The Lessors shall provide front steps, landing

platform and a trolley ramp (all with complete
finishing with granite, railings etc.) from the Said
Premises to the Ground level as per Lessee’s design
& specifications.

vii. Power supply through a single meter / feeder as per

load requirement of the Lessee and cable up to the
main distribution panel of the Said Premises as per
the specification of the Lessee. The Lessors shall
install separate Electric meter for the Said Premises.
All power factor correction panel and voltage
stabilization / spike arrestor to be done at Lessors’
main LT panel. However, the Lessee shall put the
Electrical Panel at its own cost as per its requirement.

viii. Power Backup - Lessee shall install a DG set as per

its requirement. Lessors shall provide a permanent
space for putting DG set without any cost and
charges during the entire lease tenure.

ix. HVAC-High Side & Low Side: Completely under

Lessee’s scope of work. However, the Lessors shall
provide suitable spaces for putting AC Out Door
Units without any additional cost and charges during
the tenure.

x. Fire-fighting & safety system: Fire Fighting work

(high side) shall be done by the Lessors and they
shall provide a single point tapping inside the Said
Premises as per Lessee’s requirement.

xi. Tiling: Tiling shall be done by the Lessee and cost

@ Rs 70/- per sq. ft. of Carpet area shall be
recovered by the Lessee from the Lessors. However,
the Lessors shall provide levelled floor across the
premises to the Lessee to enable the Lessee to do the
tiling work.

xii. Rolling Shutters and doors: Rolling Shutters with

Central Lock provision and doors in the Said
Premises as per design and specifications of the
Lessee shall be provided by the Lessors.

xiii. Toilet Provision, Water inlet-outlet etc.: The

Lessors shall provide the civil structure for Toilets
and Plumbing Points and Water Inlet / Outlet as per

5
 Lessee’s design and specifications in the Said
Premises.

xiv. Water Supply - The Lessors shall make provisions

for Water Supply in the Said Premises.

xv. Elevation of the said Complex, to be done by the

Lessors as per contemporary standards.
However, store front glazing with glass door shall be
under Lessee’s scope of work.

xvi. Janitor and pantry: The Lessors shall provide

Water Inlet / Outlet Points in Said Premises as per
the specifications of the Lessee.

xvii. Finishing of the Parking, Front & External area

The Lessors shall do proper development and
finishing of Parking area, the front area and other
open area with concrete/paver block.

xviii. The Lessors shall do proper lighting (wiring,

fixtures etc.) of the Parking area and other external
open area.

xix. IT connectivity: The Lessors shall provide space for

V-SAT/Pole, A.C. ODUs and Earth Pits, without any
additional charges.

xx. Fiber Connectivity: The Lessors shall ensure to

provide the access for Jio optical fiber connectivity in
the Said Premises and shall assist the Lessee by
providing required NOC/Supporting documents.
However, for this purpose, all the work including
laying the cable up to the Said Premises shall be
carried out solely by the Lessee, at it cost.

xxi. Parking: The Lessors shall provide dedicated space

for parking in front and side of the Said Premises for
all the staff / employees & customers of the Lessee,
without any additional charge, for the entire term of
the lease.

16. Fit out period charges The Lessee shall pay the Lessors electricity charges at actuals
during the fit-out period, subject to submission of bill for the
same by the Lessors.

17. Signages The Lessors shall provide following signage space to the
Lessee at free of cost & expenses for the entire lease tenure:

a) Front façade of the Said Complex

b) Side walls of the Said Complex
c) Terrace of the Said Complex
d) Main Entrance to the Said Complex from the road

Municipal taxes, if any, on the signages, shall be borne by

the Lessee
18. Property Tax & All present and future Property taxes, municipal taxes and

6
 Municipal Taxes and levies/cess pertaining to the Said Premises for the proposed
Levies, Cess Lease period shall be borne and paid solely by the Lessors.
19. Assignment The Lessee shall have right to assign the Said Premises or
portion of the Said Premises to any of its subsidiaries / group
companies with prior intimation to the Lessors but without
any additional compensation.
20. Licenses and The Lessors shall be responsible for all licenses and approval
Approvals for the property whereas the Lessee shall be responsible for
business related licenses and approvals. The Lessors shall
extend their support to the extent of providing relevant
documents to the Lessee to obtain business licenses or any
other permissions / approvals that may be required to carry
out the business from the Said Premises. If the Lessee fails to
obtain business licenses for any reason whatsoever then the
Lessee is entitled for refund of Security Deposit and any
amount paid as Advance Rent.
21. Stamp Duty and Stamp Duty and Registration charges will be borne and paid
Registration charges equally by the Lessors and the Lessee.
22. Delay in providing If the Lessors fail to provide handover of the Premises to the
possession Lessee on or before 31-05-2022, then the Lessee shall at its
sole option be entitled to either terminate the LOI or extend
the period for handing over the premises and on such
termination, the Lessors shall refund within 7 days’ time all
the monies /payments received from the Lessee without any
deduction or demur of any nature whatsoever.
23. Lessors’ Lessors hereby covenant with Lessee as under:
Representations, 1) That the Said Complex is situated in an area, which falls
Warranties and under the Development Plan of Town & Country
Indemnities Planning Dept. or other Dept. if any, within Municipal
limits and is in the Commercial Zone and Lessors have
obtained all the necessary statutory clearances for its
commercial use.
2) That its title to the Said Premises is good, clear and
marketable which shall be verified by Lessee before
executing the Lease Agreement.
3) That the Said Premises and the said land are free from
all/any charges, mortgage, hypothecation, lien,
encumbrances, impediment, claims, litigation and land
acquisition proceedings.
4) That the Lessors are seized and possessed of the Said
Premises and the said land.
5) That Said Complex / Said Premises has been constructed
and offered to Lessee on Lease basis in accordance with
the sanctioned plans, permissions etc. by Municipal
Corporation and other concerned Departments.
6) That the Lessors represent that they have paid all
applicable conversion and FAR charges for developing
the premises for commercial purpose. Hence this property
can be used for carrying out commercial activities.
7) That the Lessee shall have peaceful and unhindered use
and occupation of the Said Premises subject to
compliance with the terms and conditions of the Lease
Agreement.
Lessors shall indemnify Lessee in the event any liability
is imposed upon or action taken against, or any costs, loss
or damage suffered by Lessee, arising out of, or relating

7
 to the breach of any representations made by Lessors in
this LOI/ proposed Lease Agreement.
24. Sale to Third party The Lessors shall be free to sell, assign, transfer, mortgage,
charge, encumber or convey (any/all of such activities
referred to, for short reference herein, as ‘Transfer’) the Said
Premises to any Third Party during the subsistence of this
LOI and/or the Lease Agreement or any extension thereof
provided that in case of assignment or sale or conveyance,
the transaction shall be subject to the proposed Lease
Agreement to be entered between the Lessors and the Lessee
and also to such third party executing a Deed of Adherence to
all obligations of the Lessors and the terms and conditions of
this LOI and/or the proposed Lease Agreement.
25. Insurance Lessors shall be liable to obtain of adequate value, all risks
insurance in respect of the Said Premises and the Said
Complex and its assets, if any.
Lessee may at its option obtain insurance for its Fit-out,
assets and inventory inside the Said Premises.
The parties shall ensure that the Insurance premiums are paid
by the prescribed due dates.

26. Accessibility The Lessors shall ensure the accessibility of the Lessee and
its customers to the said Complex 24x7.

The above terms and conditions are accepted and agreed by all Lessors and Reliance Projects &
Property Management Services Limited and the parties intend to enter into a legally binding
agreement/s which will reflect the above terms and conditions, subject to completion of due
diligence by the Lessee to its satisfaction.

FOR Reliance Projects & Property Management Services Limited

Sandeep Arora Shri Surendra Rathi

(Authorised Signatory) Shri Madanlal Jain

Shri Narendra Rathi

Shri Anil Kumar Jain

Shri Sunil Kumar Jain

(Lessors)

1. Witness 2. Witness

8
 Schedule 2
COMMON AREA MAINTENANCE EXPENSES

Common Area Maintenance Expenses shall include but not be limited to expenses for:
• cleaning and housekeeping expenses of the common areas of the Complex;
• security expenses for common areas including the parking area of the Complex;
• electricity costs for common area lighting and running of lifts and all other common utilities
installed in the Complex;
• maintenance, repair & upkeep of common area equipment including vertical circulation
equipment i.e. lifts etc. & its replacement;
• cleaning, upkeep and water supply for common toilets of the Complex;
• maintenance of sanitary plumbing, equipment of common areas;
• horticulture/gardening and landscaping expenses;
• pest control for common areas and landscaped areas;
• insurance of building and costs of premium;
• costs of redecoration and painting of Common area and Complex Facade;
• wages, salaries and other employment costs of all employees of the Service Providers engaged in
the operation and maintenance of the Complex;
• costs of repairs, maintenance contracts and general maintenance of whatever kind and
• any other charges, costs and expenses incurred for the general upkeep and maintenance of the
common areas of the Complex.