TERM SHEET – TRENT LIMITED

Sr.
SPECIFICATIONS/PARTICULARS
No

Name of
Premises/Mall
Details of the
1.
Premises
Address:

Pin code:

Sn Name % share Is the

in property
property subleased or
Name of Lessor/ directly held?
2. Owner/ Developers
1
and Contact Details
2
3

Mailing Address:
Existing mortgage Bank Name
3. /bank load details for Rent to be paid to bank or owners-
the property Loan classification- NPA/Regular
Trent Limited
4. Name of Lessee Trent House, Plot No. C60, G Block, Bandra Kurla Complex, Bandra East,
Mumbai-400051

ZUDIO
Brand Name/Business Departmental Store inter-alia offering Readymade Garments for Men,
5.
Category Women & Children, Jewelry, Home Furnishing & Improvements, Gift
Items, Accessories, Footwear, Sports Cosmetics, Food & Beverages etc.

PROPERTY DESCRIPTION/DETAILS
CARPET AREA is defined as the total usable area within the proposed
premises, not inclusive of
1) any common landing, common corridor, common services areas,
common staircase areas, common ramps, common lift areas,
common escalator areas, common toilets; and
2) any walls and any columns etc.
Further, it is subject to joint measurement. Illustrative floor plan is
6. AREA attached hereto as Annexure. Carpet area and floor nomenclature of the
said Premises are as follows:

Floor nomenclature Carpet Area (sq.ft.)

Ground Floor
First Floor
Second Floor
Total Area
Parking Details Numbers
4 Wheelers (Common)
7. Parking 4 Wheelers (Dedicated)
2 Wheelers (Common)
2 Wheelers (Dedicated)
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 Lessee or its Customers shall not pay any charges for the dedicated car
parking spaces provided to the Lessee.
COMMERCIAL TERMS

8. Lease Rent Rs ._________ /- per sq.ft. per month on carpet

The Lease Rent as stated in item number 8 above shall stand escalated @
15% after every Three years commencing from the Date of
9. Escalation commencement of Lease Rent, over the 3 YEARS on last Lease Rent paid
for the immediately preceding block of 3 years.

Common Area Maintenance Charges equivalent to Rs._______ /- per sq.

ft. per month on Carpet Area or actual basis.

CAM includes the following to be provided and maintained by the

LESSOR (for the entire term of the agreement):
a) Security for Common Area’s
b) Lighting / Electricity for Common Area’s
c) Air-conditioning of the Common Area’s
d) Water for Common Area’s
e) Supervision & Administration of Common Area’s
Common Area f) Day to day maintenance, repairs, replacement, improvement,
10.
Maintenance (CAM) operation, management of the Common Area’s & Services of the
building
g) Maintenance and operation of Parking Areas
h) Upkeep of Landscaping / Horticulture
i) Maintenance & Cleaning of the façade of the building
j) Maintenance of civil structure of the Building
k) Insurance of the Building and facilities provided
l) Marketing & Promotional Charge (in case of Malls)
m) Any other charges related to the upkeep / maintenance of the
Common Area’s and safety of the building

The CAM as stated in clause above shall stand escalated @ 15% after
every three years commencing from the Date of commencement of Lease
11. Escalation on CAM
Rent, over the last CAM paid for the immediately preceding block of 3
years.
Till such time that building/mall in which the proposed premise sis
located, does not achieve atleast 65% occupancy (by total retail area
basis)- the following would be applicable:
• Lessee would not be obliged to open its store for commercial
12. Building Occupancy operations – even though the rent-free period may have
expired/commenced
If Lessee chooses to open its store operations before the building is 65%
occupied, then Lessee shall be required to only pay CAM and utility
charges and not rent would be payable in such cases.
Equivalent to 06 months Lease Rent
On Signing of LOI & Due diligence 1 month
13. Security Deposit On Possession for Fit out 1 month
On Execution of Legal Draft 3 months
On Registration of Lease Deed 1 month
To be reimbursed by Lessee upon receipt of invoice in the prescribed
14. GST on Lease Rent
format.
Business Related
15. To be borne by Lessee
Taxes

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 To be Borne by the Lessor (It is agreed that if any monetary
benefit/including benefit of deduction is received by the Lessor from
Property & Other concerned service tax authorities in respect of the Service Tax levied upon
Municipal Taxes the proportionate property rates and taxes payable in respect of the
16.
related to the property Leased Premises, and it is possible and permissible in law to pass on the
(Current & Future) same (or part thereof) to the Lessee, without any liability being suffered
or incurred by the Lessor in respect thereof, the Lessor shall pass on the
same to the Lessee after receipt of the same)

17. Lease Term 21 Years commencing from the Date of Commencement of Business.

Lessee will be locked in for the initial 24 (Twenty Four) months

commencing from the Date of Commencement of Business.
18. Lock-in
Owner/ Developer shall be locked in for the entire Lease term.

Lessee is entitled to terminate the lease by 3 Months advance written

notice to the Owner/Developer post expiry of Lessee’s lock-in period.
19. Termination notice
Owner/Developer shall not be entitled to terminate the agreement
during entire Lease Term.

20. Nature of Agreement Lease Deed

Stamp Duty and

21. Registration Charges To be equally borne by Lessee and Lessor.
of all agreements

22. Jurisdiction Mumbai, Maharashtra

Trent represents that Trent operates its Stores under different business
models in association with Franchisees and Business Associates. Trent
may choose to operate its business from the said Premises through a
Franchisee duly appointed by Trent or Trent may operate the store under
a Retail Business Arrangement with a Business Associate. During the
Lease Term or any part/s thereof, Trent may appoint a third party
individual, firm or company or any other entity as a business
Other Obligations
associate/franchisee in respect of the Trent’s business carried on at the
23. /Appointment of
said Premises or any part thereof pursuant to an agreement entered into
Franchise
between Trent and the business associate/franchisee and upon receiving
the intimation of such appointment, the Owner (Lessors) shall
unconditionally accept and acknowledge the same. The Business
associate/franchisee so appointed shall discharge all obligations of Trent
under this Lease Deed thereafter and consequently all invoices and
claims under Lease Deed will be raised and pursued against Business
Associate Only.

Appointment of Lessee Shall have a right to appoint concessionaire/sublet the premises

24.
Concessionaire/Sublet not more than 25% of the total Carpet Area

Electricity - The electricity charges shall be payable as per the State

Utility Charges Electricity Board tariff on the actual meter reading and pro rata share of
(Electricity/Air transmission losses (subject to a maximum of 4%), in case the electricity
25. Conditioning/ meter is common to demised premises with other units/shops .
Water/Diesel
Consumption) Water – At Actuals as per Meter Reading

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 Further, it is agreed that

• Lessor shall install Electricity Meter and Water Meter within the
demised premises at its own cost.

• All security deposit payments with respect to utilities and

aforementioned meters will be borne by the Lessor.
Tentative handover date is ________________.
It is further defined as the date on which physical possession of the said
Handover Date
premises is delivered to Lessee. The Parties have agreed that the physical
26. (Prescribed date of
possession shall be handed over on the date of agreement subject to the
Handover)
Owner/ Developer completing its scope of work in the said premises, to
the satisfaction of the Lessee.
120 Days – From the Handover Date, the same shall be subject to,
• Complete Handover with all property related approvals
(Including, but not limited to Occupancy Certificate) and
• Completion of entire Developer scope of work (as mentioned in
27. Rent Free Period clauses below) including but not limited to installation of
Passenger Elevators/Lift inside the store premises, completion
of entire building façade/elevation (including for upper floors,
even though not occupied by Lessee), permanent power and
landscaping etc.

The Lessee shall be liable to pay Lease Rent on the Date immediately after
Commencement of expiry of Rent-Free Period, irrespective of the date of commencement of
28. Payment
. of Lease Rent store operations by the Lessee.
/Effective Date
The same shall also be subject to Complete Handover with all property
related approvals (Including, but not limited to Occupancy Certificate).

a. Delay by one month Reduction of 25% in Lease Rent for the first
month from the Lease Commencement Date
b. Delay beyond 1 month Reduction of 50% in Lease Rent for (3) months
up to 3 months from the Lease Commencement Date
Delay in Handover or c. Delay beyond 3 months Reduction of 75% in Lease Rent for six (6)
29.
Premises for Fit outs
up to 6 months months from the Lease Commencement Date
d. Delay beyond 6 months No rent payable for the period from the Lease
Commencement Date equivalent to the period
of delay

Lessor confirms that there shall be no change in ownership of Leased

premises till 45 days from the launch of store operations by the Lessee
Change in Ownership
30. (and after agreement registration).
of Leased Premises

Technical Section

Total Mall /Building

31. Approximately _________ Sq. Ft.
Area

32. Building Frontage Approximately __________ Ft.

Frontage of the said

33. Approximately ________ Ft
Premises

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34. Ceiling Height Approximately _____ Ft (beam bottom) for each floor
Lessor shall provide and install High Side Air-Conditioning Units
including AHU with chilled water pipeline (including insulation,
drainpipe and starter panel) or VRF Units as per the Specification
provided by Lessee, including the testing and commissioning.

Further,
• HVAC will be VOLTAS brand/make or any other such brand as
specified by the Lessee
• Lessor will provide first year AMC (Annual Maintenance
Contract) for the same, at its own cost.
• In case of existing AC units, the Lessee, upon verification,
High Side Air determines that High Side Air-Conditioning Units including
35.
Conditioning AHU with chilled water pipeline, is not as per Lessee’s
requirement mentioned above, the Lessor shall at its own cost
ensure the same is replaced/modified as per Lessee’s
requirements.
• Lessor to shift and install the existing AC units at locations
suggested by Lessee.
• Further, Lessor will get the same tested and commissioned
before handing it over to the Lessee and ensure that the AC units
deliver an ambient temperature of 22-23 degree centigrade in the
demised premises.
In case of existing AC units, the capacity of the same is ____ tonnes and
their year of manufacturing is _____________.
Lessor shall provide
• Complete Sprinkler system within the demised premises as per
Lessee’s specifications.
• Complete Fire Alarm system including Fire Panel within the
demised premises as per Lessee’s specifications (including
smoke detectors)
• 2 hour fire rated Metal Doors (including Metal frame) with Push
bar, Hooter system, Vision Panel and key switch for Fire Exit as
per Lessee’s Specification on each floor of demised premises. For
example, if there are two floors which are being leased to Lessee,
then Lessor will have to provide atleast 1 fire door on each floor.
• Fire exit staircase connecting all the floors being taken on lease
by the Lessee
• External shafts/water pumps/Valves etc. also as required for
36. Fire Fighting
fire-fighting system . Further, all fire pumps etc. should be as per
National Building Code (NBC) norms
• Any other requirement as per local
municipal/government/statutory norms regarding firefighting
and fire NOCs (including renewals during the lease term, if any)
• It is also to be noted that abovementioned firefighting related
measures are required by the Lessee, even if the local
municipal/statutory norms do not specifically ask for the same.

Further, Lessor shall provide Fire NOC (No Objection Certificate) for the
Building/Premises. In case, the same is not applicable- then Lessor shall
provide a certificate to that effect from the concerned government
authorities.

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 Lessor to provide and install floor 2’x2’ vitrified tiles/granite, skirting
and PCC work as per Lessee's specifications; subject to a maximum basic
tile cost of Rs.75 per sq.ft. on carpet area (exclusive of applicable taxes).
37. Flooring/Tiling
• The Cost of installation and Laying of floor tiles/granite shall be
borne by the Lessor.

• Further, PCC floor leveling will be done by the Lessor.

Lessor shall provide Staircase (including granite, Stainless Steel (SS) and
38. Staircase glass railing as per Lessee’s specification) for internal connectivity
between floors.

Lessor shall install One Passenger Glass door Elevators for internal
connectivity with demised premises having a capacity to handle 08 to 10
passengers, including getting required NOC/certifications from
39. Passenger Elevators
statutory authorities. Further,
• Lessor will provide one year AMC (Annual Maintenance
Contract) for the same, at its own cost.

Lessor shall make provision for Handicap ramp from the road level to
40. Handicap Ramp access to the store (including Granite work with Stainless Steel (SS)
railing).

Lessor shall provide Perimeter & internal masonry walls in areas

indicated by Lessee (including BOH rooms, staff rooms, changing rooms,
electrical rooms etc.). Further,

• All internal surfaces (walls, columns/beams & ceiling) shall be

Masonry & Internal smooth plastered with proper Punning
41.
Finishes • RCC (Reinforced Cement Concrete) bare ceiling to be Grinded
properly with proper Punning.
• Store Entrance staircase should be in Granite with SS Railing as
per Lessee’s Specifications
• The drawings of such civil/masonry related work, will be
provided post the joint survey of the property
Lessor shall provide Two sets (Male and Female) fully furnished Toilets
inside the store as per Lessee’s specifications with complete plumbing,
civil & waterproofing work, CP & Sanitary fittings, Hand dryer, Doors,
Lighting fixtures, Exhaust system, Mirrors, Granite wash basin counter
and False Ceiling etc. Here, One set of male and female toilet means one
42. Toilets
female toilet (with alteast 2 WCs ) and one male toilet (with alteast 1 WC
and 3 Urinals). The detailed specifications including the make of
tiles/sanitary fittings and other such things will be shared to the Lessor
post joint survey and after Lease agreement is executed for the said
premises.
Lessor shall provide and install Transparent toughened glass façade of
12mm thickness and Aluminium ACP (as may be required) for the
demised premises. Detailed Plans/Design of the store glass façade and
ACP shall be as per the Lessee’s specifications. Further,
• In case the glass façade/ACP is pre-existing, the Lessor
Store Elevation/Glass
43. undertakes to provide/make necessary modifications to the
Façade and ACP
same as per the Lessee’s signage requirements.
• The Lessor shall provide the Automated door and air curtain at
main entrance to the store/demised premises.
• In case there are multiple units being merged- then Lessor will
remove individual unit glass doors and provide the Lessee with

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 single, uninterrupted glass faced with a single main door to the
showroom.

Lessor shall remove manual Rolling shutter at all the entrances of

44. Rolling Shutter
demised premises.
Lessor shall provide permanent government Low Tension (LT) or High
Tension (HT) power supply equivalent to 2 KVA per 100 sq. of Unit
Carpet Area with switchgears, as per Lessee’s specifications. Further,
• The exact power requirement will be intimated to Lessor before
start of fit outs.
Electrical Load/Power
45. • Lessor shall provide the Provision of electrical Power point for
Requirements
External signage on mall/ building’s Façade.
• Lessor shall be responsible for getting the cable/wire/other
necessary connections from electricity board power connection
to the Lessee’s Dedicated electrical panel inside/near the store
premises.
Dedicated Electrical Lessor shall provide separate, dedicated electrical panel inside the store
46.
Panel inside the store as per Lessee’s specifications at its own cost.

Lessor shall supply, install, and complete the testing & commissioning of
Power/Genset Back
47. 100% DG Back up & earth pit's (including AMF Panel & Electrical
up
inspector Approval).
Landscaping /
Pavement at the front Lessor shall complete the landscaping with paver blocks in front of the
48.
of the demised demised premises with light poles.
premises
Lessor shall be responsible for providing fully finished
basement/parking areas (including the ramps and staircases, and access
to lift areas), fire exit staircases, terrace/roof of the building as per Lessee
Finishing of non retail
49. specifications, prior to the Lessee commencing its fitout work. Further,
areas
• Lessor shall maintain the same through the duration of the Lease
agreement
• Fully finished includes smooth plaster & Putty also.
In case there are any equipment/ machinery/ glass façade (including but
not limited to, fire fighting sprinklers/ equipment, HVAC/VRF/Air
conditioning systems/Elevators) etc. which is currently existing in the
store/demised premises and is offered to the Lessee for its use by the
Pre-existing
Lessor, the same shall be in good working condition and subject to testing
equipment /
50. by the Lessee. In case, the Lessee suggests any changes/modifications to
machinery/ glass
any such equipment/machinery/glass façade etc., the same shall be done
facade
by the Lessor to Lessee’s satisfaction. This is specifically in reference to
clauses mentioned in “Technical Section” of this document. Further, all
existing lifts, HVAC, escalators, etc. will have to be provided with 1 year
AMC (Annual Maintenance Contract) by Lessor, at its own cost.
To be provided by the Lessor
a) Unhindered access, and visibility to all access and access points,
to the Premises;
b) Unhindered visibility to all store signage, logo and name of
Zudio; and
Unhindered Access, c) Unhindered access to common as well as dedicated parking
51.
and Visibility space, if any.
d) Access to the common areas of the said building including but
not limited to the terrace and set back area of the said Building
with prior permission of the Lessor for the purpose of
maintenance and repairs/replacement of the Lessee’s
equipment’s.

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 Lessor shall provide all property related approvals for Lessee to obtain
operating licenses

1. Lessor shall obtain all statutory approvals with regards to the

Municipal Approvals,
property and the premises with a sanctioned plan
Fire NOC, Occupancy
52. (Commercial/Retail as may be applicable) for the proposed
Certificate, and Other
premises as a single consolidated Retail Unit and from all relevant
Statutory Approvals
authorities.

2. All licenses required for the Operation of the business from the
proposed premises will be obtained by the Lessee

Lessor must ensure fulfillment of the signage requirements of the Lessee

at no additional cost to the Lessee including but not limited to obtaining
structural stability certificate from its Structural Engineer for all external
signage’s of the Lessee. Further,
53. Signage
• Lessor shall provide permission and space for installation of
Lessee’s Signage on front façade of the building.
• Lessor shall provide 2 nos. of Pole/Totem signage of mutually
agreeable size and location. Lessor shall also undertake the
required RCC work, till plinth level for the same.

Lessor to allow Lessee personnel's free access to the Terrace for

Space on Building
54. installation of VSAT & other communication systems equipment's
Terrace
including Cable TV and TATA Sky Network.

55. Consultant/Broker

This Term Sheet is mere indicatory of the broad terms and conditions arrived at between us and the terms are subject
to the approval from the Board of Directors of Trent Limited.
For & on Behalf of For & on Behalf of
TRENT LIMITED

Authorized Signatory Name: Mr. R.A. Shah

Name:

Date: Date:

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 ANNEXURE-A
List of Documents Required For Title Verification

In case of the proposed Lease of the property, the list of documentation required for verification of the title of the
proposed Lessor is as follows:
1. A copy of the duly stamped and registered deed of conveyance/ lease deed under which the proposed Lessor
acquired an interest in the property. The original of these documents would have to be sighted as well. In the
event that the property is leased to the proposed Lessor the copies of the title documents of the owner of the
property should be reviewed.
2. If the proposed Lessor is a builder, a copy of the development agreement and the power of attorney granted by
the owner to the said builder would have to be reviewed.
3. Copy of the approved building plans sanctioned by the relevant municipal authorities.
4. Occupation certificate issued by the relevant municipal authority, Fire NOC.
5. Title certificate, if available, from the owner/ builders’ advocates.
6. Vendor Registration Form (In Prescribed Format)
7. In the unlikely event that the property is situated in a cooperative society, you would require the following:
7.1.1. Share certificates issued in the name of the proposed Lessor in the said cooperative society.
7.1.2. No objection letter from the said society for letting the property on lease basis.
8. Certified true copies of the following documents required:
8.1. If property is owned by Company
8.1.1. Memorandum and Articles of Association of Company
8.1.2. List of Directors with their addresses and contact detail (Phone, email, fax)
8.1.3. Latest Annual Return/ form 32 in support of List of Directors
8.1.4. PAN
8.1.5. Power of Attorney / Board Resolution for negotiation/execution of documents on behalf of company
8.2. If property is owned by Partnership firm:
8.2.1. Partnership Deed
8.2.2. List of Partners and their specimen signatures
8.2.3. PAN/Passport of all the partners
8.2.4. Power of Attorney in favor of Managing Partner, if any
9. Declaration/Confirmation that no encumbrance, charge or mortgage has been created with respect to the
property. If there has been a charge created over the property, the following details of encumbrances that may
have been created by the proposed Lessor would be provided:
9.1.1. Copy of the mortgage deed
9.1.2. Form 8 and 13 filed with Registrar of Companies registering the Mortgage mentioned above.
9.1.3. No disturbance undertaking letter from the charge holder/bank for letting the property on lease.
9.1.4. Details of any pending litigation in respect of the property.
9.1.5. Indemnity Bond
10. Verify the following to confirm all outgoings in respect of the property have been satisfied as on the date of the
proposed lease:
10.1.1. Property taxes Receipt, Cess Bill/Local Body Tax Receipt.
10.1.2. Electricity bill.
10.1.3. Telephone bills.
10.1.4. Water and maintenance charges.
10.1.5. Conversion and Parking Charges
10.1.6. Structural Stability Certificate and NOC for installation of Signages from the Owner/Society.
10. Following is the list for Drawings to be provided: (You are requested to send the same in pdf/drg. Format)
• Site plans and complete floor plans of the Mall/ building
• All Circulation plans and parking layout
• Services layout (HVAC, Plumbing, Electrical)
• Sections, elevations, all sides
• Tenant mix
• Perspective views
• Facade
We may require further documents after reviewing the above.