share purchase agreement - spencer's retail

SHARE PURCHASE AGREEMENT

between

GODREJ INDUSTRIES LIMITED

And

NATURES BASKET LIMITED

And

SPENCER’S RETAIL LIMITED

Share Purchase Agreement Execution Version

Privileged & Confidential 2

SHARE PURCHASE AGREEMENT

PARTIES:

This Agreement is made on this 17th day of May, 2019 (“Execution Date”) between:

(1) GODREJ INDUSTRIES LIMITED, a listed company incorporated under the Companies

Act, 1956 and having its registered office at Godrej One, 2nd floor, Pirojshanagar, Vikhroli East,

Mumbai 400079 (the “Seller”); and

(2) NATURES BASKET LIMITED, a public limited company incorporated under the

Companies Act, 1956 and having its registered office at Godrej One, 3nd floor, Pirojshanagar,

Vikhroli East, Mumbai 400079 (the “Company”); and

(3) SPENCER’S RETAIL LIMITED (formerly known as RP-SG Retail Ltd), a listed company

incorporated under the Companies Act, 1956 and having its registered office at Duncan House,

1st Floor, 31, Netaji Subhas Road, Kolkata 700001 (the “Purchaser”).

Seller, Company and Purchaser shall be individually referred to as Party and collectively as Parties.

WHEREAS:

A. The Company is a public limited company engaged in the business of retail sales of various

food products and beverages through its retail stores and online platform.

B. The Seller is the legal and beneficial owner of 44,58,30,000 fully paid up equity shares in the

capital of the Company comprising in aggregate 100% (one hundred per cent) of the total paid

up share capital of the Company.

C. The Seller intends to sell the Sale Shares (as defined hereinafter) to the Purchaser and the

Purchaser wishes to purchase the Sale Shares from the Seller.

D. The Parties are now desirous of entering into this Agreement to set forth the terms and

conditions for the sale by the Seller of the Sale Shares and purchase by the Purchaser of the

Sale Shares.

NOW THEREFORE, for and in consideration of the premises and mutual covenants and undertakings

hereinafter set forth, the Parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In addition to the terms elsewhere defined in this Agreement (including the recitals above and

the Schedules hereto), except where the context requires otherwise, the following capitalized

terms and expressions shall mean the following:

1.1.1. Affiliate means, with respect to any Party, any other person that, directly or indirectly,

controls, is under common control with, or is controlled by another person (for purposes of

this definition “control” means the power to direct the management or policies of such person,



directly or indirectly, whether through the ownership of shares or other securities, by contract

or otherwise and “control” shall be deemed to exist where a person holds, directly or

indirectly, more than 50% (fifty percent) of the shares or other securities having voting rights);

1.1.2. Agreement means this share purchase agreement and any Schedules and annexures hereto and

any documents or agreements referred to herein and/or contemplated hereby, as may be

amended from time to time;

1.1.3. Approvals means all authorizations, consents, approvals, permissions, waiver, agreement,

license, certificate, exemption, order or registration with or from any person, required by or

under applicable Laws including, without limitation, of a Governmental Authority;

1.1.4. Board means the board of directors of a relevant company;

1.1.5. Business shall have the meaning ascribed to it in Recital A of this Agreement;

1.1.6. Business Day means any day on which commercial banks are open for business, which is not

a Saturday or Sunday and which is not a statutory holiday in Mumbai, India and Kolkata, India;

1.1.7. Closing means the consummation of the sale and purchase of the Sale Shares in accordance

with the terms of this Agreement;

1.1.8. Closing Date means the date on which the Closing occurs, which date shall not be later than

the Long Stop Date;

1.1.9. Company’s Trademarks means all applied for and registered trademarks which are

exclusively used by the Company as identified in in Part 2 of Schedule 3;

1.1.10. Disclosure Letter means (i) the letter dated as of the Execution Date from the Seller to the

Purchaser titled ‘Execution Date Disclosure Letter’ which shall be true and correct and set out

reasonable disclosures made by the Seller with sufficient facts and details to identify the nature

and scope of matters disclosed, with specific reference to the relevant Seller Warranty to which

it is meant to constitute an exception as of the Execution Date and having been accepted by

the Purchaser (acting reasonably); and (ii) the letter dated as of the Closing Date from the

Seller to the Purchaser titled ‘Closing Date Disclosure Letter’ which shall be true and correct

and set out reasonable disclosures made by the Seller with sufficient facts and details to

identify the nature and scope of matters disclosed, with specific reference to the relevant Seller

Warranty to which it is meant to constitute an exception as of the Closing Date, and having

been accepted by the Purchaser (acting reasonably), provided that such disclosures in the

Closing Date Disclosure Letter shall pertain to matters occurred or arisen only during the

period between the Execution Date and Closing Date;

1.1.11. Encumbrance means any interest of any person (including, without limitation, any right to

acquire, option or right of pre-emption, any claim, debenture, mortgage, charge, pledge, equity,

power of sale, hypothecation, right of first refusal, lien, deposit by way of security, bill of sale,

assignment, security interest, or title retention (over property or otherwise) and any other

interest held by a third party) or other form of security, encumbrance, right or restriction of

any nature whatsoever on all or part of the use, ownership or transferability or any agreement

or obligation to create any of the foregoing;



1.1.12. Escrow Agreement shall mean the escrow agreement which shall be executed between the

Seller, the Purchaser and a bank (as an escrow agent, mutually acceptable to the Seller and the

Purchaser), in relation to the deposit, maintenance and release of the Escrow Amount, and

wherein all costs and expenses shall be equally borne by the Seller and the Purchaser;

1.1.13. Escrow Bank Account shall mean the escrow bank account opened in accordance with the

Escrow Agreement;

1.1.14. Force Majeure Event shall mean any event beyond the reasonable control of the Party to

perform arising from:

a. an act of God, fire, explosion, storm, flood, earthquake, epidemic or any natural

physical disaster;

b. restrictions, prohibitions or measures of any kind on the part of any Governmental

Authority including due to import or export regulations or embargoes (including

customs authorities);

c. strikes, lock-outs or other industrial actions or trade disputes (whether involving

employees of either Party or of a third party) including transport strikes; and

d. civil commotion, riot, invasion, terrorism or threat of terrorism;

1.1.15. Fully Diluted Basis means that the calculation is to be made assuming that all outstanding

convertible securities (whether or not by their terms then currently convertible, exercisable or

exchangeable), have been so converted, exercised or exchanged;

1.1.16. Fundamental Warranties means the Seller Warranties relating to title, capacity, authority as

more particularly provided for in paragraphs 1.1(a), 1.1(c), 1.1(d), 2.1, 2.2, 2.4, 2.5, 2.6, 2.7,

3.1(a), 3.2 and 3.7 of Schedule 4;

1.1.17. Governmental Authority means any government authority, statutory authority, government

department, agency, commission, board, tribunal or court having or purporting to have

jurisdiction on behalf of the Republic of India or any state or other subdivision thereof or any

local body, municipality, district or other subdivision thereof;

1.1.18. Law means any statute, law, regulation, ordinance, rule, judgment, notification, rule of

common law, order, decree, bye-law, government approval, directive, guideline, requirement

or other governmental restriction, or any similar form of decision of, or determination by,

policy or administration, having the force of Law of any of the foregoing, by any authority

having jurisdiction over the matter in question, whether in effect as of the date of this

Agreement or thereafter;

1.1.19. Lenders mean lenders of the Company as listed in Schedule 5;

1.1.20. License Agreement means the agreement for license of Seller’s Trademark to the Company

or the Purchaser (at the election of the Purchaser) in a form mutually agreed between the

Parties;



1.1.21. Long Stop Date means a date that is 60 (sixty) days from the date of this Agreement or such

later date as may be mutually agreed between the Purchaser and the Seller in writing;

1.1.22. Material Adverse Effect means in the reasonable opinion of the Seller (being determined in

good faith):

(a) event, occurrence, fact, condition, change, development or effect that is or may be

materially adverse to the present or future (i) business, (ii) valuation, (iii) operations,

results of operations, condition (financial or otherwise), properties, sales, reputation,

goodwill, or assets (whether tangible or intangible) or liabilities of the Company

resulting in a loss equivalent to at least 20% (twenty percent) of the Company’s gross

revenue, calculated as of the immediately preceding 12 (twelve) months; or

(b) material impairment of the ability of the Company and/or the Seller, as the case may

be, to perform their respective obligations hereunder;

1.1.23. Sale Shares means the entire paid up share capital of the Company consisting of 44,58,30,000

(forty four crores fifty eight lakhs thirty thousand) fully paid up equity shares;

1.1.24. Seller’s Trademarks means the trademarks which are owned by Seller and used by Company

as particularly identified in Part 1 of Schedule 3;

1.1.25. Seller Warranties shall have the same meaning as assigned to it in Clause 5.1;

1.1.26. Tax or Taxation includes (without limitation) all direct and indirect taxes, duties, levies,

imposts, withholdings, deductions or amounts in the nature of tax, irrespective of the person

directly or primarily chargeable, together with all related interest, fines, penalties and

surcharges whenever imposed, whether collected or assessed by, or payable to, a Tax

Authority; and

1.1.27. Tax Authority means any Governmental Authority in India with the responsibility to impose,

collect or administer, any form of Tax.

1.2 Interpretation

1.2.1. In addition to the definitions in Clause 1.1, unless the specified otherwise:

1.2.1.1. references to clauses, sub-Clauses, paragraphs, sub-paragraphs and Schedules are to Clauses,

sub-Clauses, paragraphs, sub-paragraphs of and Schedules to this Agreement;

1.2.1.2. any reference to a statute or statutory provision is to that statute or statutory provision as at

the Closing Date and as amended, modified or re-enacted from time to time and includes any

subordinate legislation made from time to time under such enactment;

1.2.1.3. references to writing shall include any modes of reproducing words in a legible and non-

transitory form;

1.2.1.4. singular expression includes plural and vice versa;

1.2.1.5. expression of one gender includes expression of the other genders also;



1.2.1.6. expressions defined in this Agreement shall bear the same meanings in annexures/Schedules

to this Agreement which do not themselves contain their own conflicting definitions;

1.2.1.7. if any term is defined within the context of any particular Clause in this Agreement, the term

so defined shall, unless it is clear from the Clause in question that the term so defined has

limited application to the relevant Clause, bear the meaning ascribed to it for all purposes in

terms of this Agreement, notwithstanding that that term has not been defined in this Clause 1;

1.2.1.8. any reference in this Agreement to a Party shall include a reference to that Party’s assignees

expressly permitted under this Agreement;

1.2.1.9. in determination of any specified period of days for the occurrence of an event or the

performance of any act or thing, such period shall be exclusive of the day on which the event

happens or the act or thing is done and (i) if the last day of the period is not a Business Day,

then the period shall include the next following Business Day; and (ii) if the date of

performance or occurrence of the event is not a Business Day, it shall be considered to be next

following Business Day;

1.2.1.10. references to a “company” shall be construed so as to include any company, corporation or

other body corporate, wherever and however incorporated or established;

1.2.1.11. references to a “person” shall be construed so as to include any individual, firm, company,

limited liability partnership or any joint venture, association or partnership (whether or not

having separate legal personality);

1.2.1.12. the words “include” and “including” shall be construed as being by way of example or

emphasis only and shall not be construed, nor shall they take effect, as limiting the generality

of any preceding word(s);

1.2.1.13. the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding

words if a wider construction is possible; and

1.2.1.14. references to any document in the “agreed form” means the document in a form agreed by

the Parties to this Agreement.

1.2.2. All the headings, sub-headings in this Agreement are for convenience only.

2. SALE AND PURCHASE OF THE SALE SHARES

2.1 Subject to the satisfaction or waiver of the Closing Deliverables on Closing, Purchaser shall

or shall cause its Affiliate (which Affiliate shall be identified by the Purchaser in reasonable

consultation with the Purchaser at least 7 (seven) days prior to Closing), on the Closing Date,

purchase from the Seller and the Seller shall sell to Purchaser, as the legal and beneficial

owner, the Sale Shares (on Fully Diluted Basis) free and clear from all Encumbrances and

together with all rights, title, interest and benefits appertaining thereto, for the Purchase Price

paid by the Purchaser.

2.2 In consideration for sale of the Sale Shares, the Seller shall receive from the Purchaser, an

amount equivalent to the Enterprise Value of INR 300,00,00,000, which shall be adjusted in

accordance with the provisions of Clause 2.2 and Schedule 2 read with Schedule 15 and



Schedule 16 (“Purchase Price”). In this connection, for the purposes of this agreement, the

expression – ‘equity value’ shall mean the equity value of the Company, which amount shall

be computed in the manner set out under Clause 1 of Schedule 2.

2.2.1. Payment of the Purchase Price on the Closing Date

2.2.1.1. On the Closing Date, the Purchaser shall pay to the Seller an amount equal to the equity value

as on the Closing Date (determined in accordance with Schedule 2) and in accordance with

the provisions of this Clause 2.2:

a) an amount of INR 7,00,00,000 (Indian Rupees seven crores only) (“Escrow Amount”)

shall be remitted by the Purchaser to the Escrow Bank Account and to be utilised only

in the manner provided in Clause 2.2.2.5; and

b) an amount equivalent to the equity value as on the Closing Date less the Escrow

Amount shall be remitted by the Purchaser to the designated bank account of the

Seller.

2.2.2. Verification of Purchase Price paid on Closing Date

2.2.2.1. Within 30 (thirty) days from the Closing Date, the Purchaser shall review the relevant

information and data (as contemplated under Schedule 2, Schedule 15 and Schedule 16) and

prepare a statement (“Reconciliation Statement”) showing in reasonable detail computation

of the Actual Working Capital as on the Closing Date (“Verified Actual Working Capital”)

and the Net Debt as on the Closing Date (“Verified Net Debt”), each of which would be

determined in accordance with the principles and in the manner illustrated in Schedule 15 and

Schedule 16 respectively.

The Reconciliation Statement shall also identify the difference between the:

a) Verified Actual Working Capital and the Actual Working Capital;

b) Verified Net Debt and the Net Debt; and consequently,

c) verified equity value and the equity value as on the Closing Date (“Verified Equity

Value”).

The Purchaser acknowledges and agrees that in preparation of the Reconciliation Statement,

it shall (and shall cause the Company to) follow specific accounting policies and principles,

practices, procedures and rules as agreed by the Purchaser and the Seller (as reflected in and

consistent with Schedule 2, Schedule 15 and Schedule 16) and to the extent not specifically

agreed, the Purchaser shall (and shall cause the Company to) use the same accounting

principles, policies, practices, procedures, methods, categorisations and techniques (including

in the exercise of management judgement and the perpetuation of errors) as were actually

applied in the preparation of the historical accounts on a consistent basis provided such

accounting policies, principles, estimation techniques, measurement bases, practices and

procedures comply with generally accepted accounting practice in the India as at the Closing

Date.



2.2.2.2. The Reconciliation Statement will be delivered by the Purchaser to the Seller within 37 (thirty

seven) days from the Closing Date or such later date as the Purchaser and the Seller may

mutually agree in writing.

2.2.2.3. The Seller shall notify the Purchaser in writing, of its acceptance or non-acceptance of the

Reconciliation Statement within 20 (twenty) days of receipt of such statement.

2.2.2.4. If the Seller accepts the Reconciliation Statement - If the Seller accepts the Reconciliation

Statement, the Seller and the Purchaser shall give effect to an adjustment to the Purchase Price

in accordance with the provisions of Clauses 2.2.2.5.a) to 2.2.2.5.c), as applicable, within 1

(one) day of issue by the Seller, of the Seller’s acceptance notice.

2.2.2.5. Cash flow mechanism for giving effect to the Verified Equity Value

a) Verified Equity Value is equal to the equity value as on the Closing Date - If the

Verified Equity Value is equal to the equity value as on the Closing Date, the Escrow

Amount shall be released from the Escrow and remitted to the designated bank

account of the Seller. Such release and remittance shall be pursuant to joint written

instructions of the Purchaser and the Seller to the escrow agent, which instructions

shall be issued within 1 (one) day of issue of the Seller’s acceptance notice.

b) Verified Equity Value is greater than the equity value as on the Closing Date - If the

Verified Equity Value is more than the equity value as on the Closing Date (the

difference in such amounts shall be referred to as the “Verified Additional Equity

Value Delta”), then in such case,

(1) The Escrow Amount shall be remitted to the designated bank account of the

Seller pursuant to joint written instructions of the Purchaser and the Seller to

the escrow agent. Such joint instructions shall be issued within 1 (one) day of

issue of the Seller’s acceptance notice.

(2) The Purchaser shall within 1 (one) day of issue of the Seller’s acceptance

notice, remit to the designated bank account of the Seller, an amount equivalent

to the Verified Additional Equity Value Delta.

c) Verified Equity Value is lower than the equity value as on the Closing Date - If the

Verified Equity Value is lower than the equity value as on the Closing Date (the

difference in such amounts shall be referred to as the “Verified Lesser Equity Value

Delta”), then in such case,

Verified Lesser Equity Value Delta is more than the Escrow Amount

(1) If the Verified Lesser Equity Value Delta is more than the Escrow Amount, the

Escrow Amount shall be remitted to the designated bank account of the

Purchaser pursuant to joint written instructions of the Purchaser and the Seller

to the escrow agent. Such joint instructions shall be issued within 1 (one) day

of issue of the Seller’s acceptance notice.

(2) The Seller shall within 1 (one) day of issue of the Seller’s acceptance notice,

remit to the designated bank account of the Purchaser, an amount equivalent to

Verified Lesser Equity Value Delta less the Escrow Amount.



Verified Lesser Equity Value Delta is less than the Escrow Amount

(3) If the Verified Lesser Equity Value Delta is less than the Escrow Amount: (a)

an amount equal to Escrow Amount less Verified Lesser Equity Value Delta,

shall be remitted to the designated bank account of the Seller; (b) the Verified

Lesser Equity Value Delta, shall be remitted to the designated bank account of

the Purchaser, pursuant to joint written instructions of the Purchaser and the

Seller to the escrow agent. Such joint instructions shall be issued within 1 (one)

day of issue of the Seller’s acceptance notice.

2.2.2.6. If the Seller does not accept the Reconciliation Statement - If the Seller notifies the Purchaser

in writing of its non-acceptance of the Reconciliation Statement, within 10 (ten) days of

receipt by the Purchaser of the Seller’s non-acceptance notice, the Seller and the Purchaser

shall jointly appoint any one of the Big 6 accountant firms, that is not conflicted (“Appointed

Firm””) for reviewing necessary information and data (as contemplated under Schedule 2,

Schedule 15 and Schedule 16) and preparing a statement (“Independent Reconciliation

Statement”) reflecting computation of the Actual Working Capital as on the Closing Date

(“Audited Actual Working Capital”) and the Net Debt as on the Closing Date (“Audited

Net Debt”), determined in accordance with the principles and in the manner illustrated in

Schedule 15 and Schedule 16.

The Independent Reconciliation Statement shall also identify the difference between:

a) the Audited Actual Working Capital and the Actual Working Capital;

b) the Audited Net Debt and the Net Debt; and consequently

c) the audited equity value and equity value as on the Closing Date (“Audited Equity

Value”).

2.2.2.7. The Independent Reconciliation Statement shall be delivered by the Appointed Firm within

15 (fifteen) days from its appointment or such later date as the Purchaser and the Seller may

mutually agree in writing. Such Independent Reconciliation Statement shall be final and

binding on the Parties, except errors that are apparent on the face of the record.

The Purchaser and the Seller agree that the Appointed Firm shall be instructed that in

preparation of the Independent Reconciliation Statement, the Appointed Firm shall follow

specific accounting policies and principles, practices, procedures and rules as agreed by the

Purchaser and the Seller (as reflected in and consistent with Schedule 2, Schedule 15 and

Schedule 16) and to the extent not specifically agreed, the Purchaser shall (and shall cause the

Company to) use the same accounting principles, policies, practices, procedures, methods,

categorisations and techniques (including in the exercise of management judgement and the

perpetuation of errors) as were actually applied in the preparation of the historical accounts

on a consistent basis provided such accounting policies, principles, estimation techniques,

measurement bases, practices and procedures comply with generally accepted accounting

practice in the India as at the Closing Date.

The Seller and the Purchaser shall give effect to an adjustment to the Purchase Price in

accordance with the provisions of Clauses 2.2.2.5.a) to 2.2.2.5.c), as applicable, within 1 (one)



day of the date of Independent Reconciliation Statement. It is hereby clarified, that if the

provisions of Clauses 2.2.2.5.a) to 2.2.2.5.c) apply wherein an Independent Reconciliation

Statement has been prepared, then the expression ‘Verified Equity Value’ shall be construed

as ’Audited Equity Value’ with the corresponding construction for other provisions of Clauses

2.2.2.5.a) to 2.2.2.5.c).

2.2.2.8. The Purchaser and the Seller shall equally bear the fees and expenses of preparation of the

Independent Reconciliation Statement by the Appointed Firm.

2.2.3. Post Closing Purchase Price Adjustments

The Verified Equity Value or the Audited Equity Value (in case an Appointed Firm had

delivered an Independent Reconciliation Statement), as applicable shall be further adjusted in

accordance with the following provisions:

a) For a period of 1 (one) calendar year from the Closing Date, any amounts reduced/ not

factored in the Actual Working Capital (as identified in Schedule 15 with ‘*’), in each

case in accordance with the principles of and in the manner illustrated in Schedule 15,

and which are subsequently realised by the Company by virtue of realization of

receivables (each of which were excluded from the computation of Actual Working

Capital) shall be paid by the Purchaser to the Seller.

The Purchaser undertakes to make commercially reasonable efforts towards

realisation of such amounts by the Company and to provide written updates and

details in relation to such amounts to the Seller on a quarterly basis within 15 (fifteen)

days of the end of each quarter (in relation to the preceding quarter).

b) An amount equivalent to all such amounts (if any) realised within 3 (three) months

from the Closing Date shall be paid by the Purchaser to the Seller (by remittance to

the designated bank account of the Seller) within 10 (ten) days from the end of the

calendar month on which the 3 (three) month period from the Closing Date has been

completed, with or without any Tax deductions payable to the extent prescribed under

applicable Law.

c) An amount equivalent to all such realised amounts (if any) during the period starting 3

(three) months from the Closing Date till the expiry of 12 (twelve) months from the

Closing Date, shall be paid by the Purchaser to the Seller (by remittance to the

designated bank account of the Seller) within 10 days from the end of the calendar

month on which the 12 (twelve) month period from the Closing Date has been

completed, with or without any Tax deductions payable to the extent prescribed under

applicable Law.

d) The Purchaser is required to make the above payments (to the extent realised by the

Company) to the Seller. Provided that even if the Purchaser receives an amount

equivalent to the receivable from the Company by way of dividends or otherwise, the

Purchaser shall pay the entire amount equivalent to the entire realised amount to the

Seller without deduction of any dividend distribution or other Taxes in relation to

such distribution of funds by the Company to the Purchaser.



2.3 The Seller hereby agrees and warrants that simultaneous with the receipt of the Purchase Price

from Purchaser on the Closing Date in accordance with Clause 3 below, the title of the Sale

Shares, shall pass on to the Purchaser, free of all Encumbrances and together with all legal

rights now and hereafter attaching or accruing thereto, so that the Purchaser will upon the

transfer of the Sale Shares in its name, receive full legal and beneficial ownership thereof and

right, title and interest thereto (including the right to receive dividends from the date of receipt

of the Sale Shares (i.e., Closing Date)).

3. CLOSING DELIVERABLES

3.1 Save to the extent waived in writing by Purchaser, Seller shall comply, and shall cause the

Company to comply with the following conditions on or before Closing, to the satisfaction of

the Purchaser:

3.1.1. No objection certificate from Lenders. The Company shall have obtained no objection

certificates from the Lenders for permitting the transfer of the Sale Shares to the Purchaser and

for change in control under the respective loan agreements, or any other document as may be

required under the respective loan agreements, in relation to the sale of the Sale Shares. The

application letters to the respective Lenders for seeking the no objection certificate shall be in

agreed form before being delivered to the Lenders.

3.1.2. Other Conditions Precedent. The Seller shall have completed, and shall have the Company to

complete, the conditions provided for in Schedule 6 and Clause 3.1.1.

3.1.3. Company and Seller Internal Approvals. The Company shall have obtained internal approvals

as may be required under the Memorandum and Articles of Association of the Company for

the sale of Sale Shares. Seller shall deliver to the Purchaser a copy certified by a duly

authorized director of the Seller, of the resolutions duly passed by the Board/ duly authorised

committee of the Seller, resolution of the shareholders of the Seller, approving the execution

by the Seller of this Agreement and for consummation of the transfer of the Sale Shares to the

Purchaser.

3.1.4. Purchaser Internal Approvals. The Purchaser shall deliver to the Seller a copy certified by a

duly authorized director of the Purchaser, of the resolutions duly passed by the Board/ duly

authorised committee of the Purchaser, resolution of the shareholders of the Purchaser,

approving the execution by the Purchaser of this Agreement and for consummation of the

transfer of the Sale Shares to the Purchaser.

3.1.5. Demat Statement. The Seller shall provide to the Purchaser copies of the depository trust

account statements of the Seller, evidencing that each Sale Share is being held by the Seller as

a free balance without any Encumbrance, immediately prior to the Closing;

3.1.6. Delivery Instructions. Seller shall provide to its depositary participants, duly executed

irrevocable delivery instructions for the transfer of the Sale Shares to the demat account of the

Purchaser (details of which shall be notified in writing to the Seller by the Purchaser prior to

the Closing Date) and a copy of the depository instruction slip bearing the depository

participant’s acknowledgment of receipt.



The sale of the Sale Shares on the Closing Date to the Purchaser by the Seller shall be

completed on spot delivery contract basis. The term “spot delivery contract basis” for the

purpose of this Agreement shall have the same meaning as defined under the Securities

Contract (Regulation) Act, 1956.

3.1.7. Resignation letters. The Company shall and the Seller shall cause the Company to procure

letters of resignation in agreed form duly executed by each of the existing directors on the

Board of the Company;

3.1.8. Disclosure Letter. Seller shall have provided the Closing Date Disclosure Letter, duly executed

by the Seller;

3.1.9. Statutory Books, Registers and Other Documents. Seller shall procure the minutes book,

register of charges, register of members, register of directors/ key managerial personnel, etc of

the Company as required under the Companies Act, 2013, duly written up to the Closing Date.

Additionally, the Company shall make available to the Purchaser for inspection at the

registered office of the Company, the original lease agreements with respect to all the

Company’s outlets, and warehouses, Company seal, copies of all original licenses and

approvals for its outlets, warehouses and corporate office, certificate of incorporation, articles

of association and memorandum of association.

3.1.10. Seller’s Trademarks. Seller shall provide an executed copy of the License Agreement for a

period of 6 (six) months from Closing Date, for use of the Seller’s Trademarks by the

Company.

3.1.11. Certificate. Seller shall provide a written confirmation to the Purchaser that all Seller

Warranties are true and correct as on the Closing Date and that there has been no Material

Adverse Effect on the Business or operations of the Company since the Accounts Date.

3.1.12. Ensure the revocation or modification of all power of attorneys, limiting the authority provided

to such power of attorney holders to the decision of the Board, issued by the Company to its

employees (as set out in Schedule 14) in relation to the Business of the Company.

3.1.13. Board Resolution. Company shall convene a board meeting on the Closing Date, and the Seller

shall procure that a meeting of the Board of the Company is held on Closing Date, at which

the following business shall be transacted:

a) the transfer of the Sale Shares to the Purchaser shall be approved;

b) such persons as the Purchaser may notify to the Sellers prior to the Closing shall be

appointed as directors of the Company;

c) the resignations of the directors referred to in Clause 3.1.7 above is accepted;

d) the revocation of all existing instructions and signing authorities for the following bank

accounts of the Company shall be approved and such instructions and signing

authorities shall be replaced with new instructions and signing authorities as the

Purchaser requires:



Bank

Name

Branch

Name Account No. Address

Axis

Bank Bhandup 349010200002653

R. R. Reality, Off L.B.S. Road,

Opp. Dreams Mall, Bhandup

(West), Mumbai - 400078

Canara

Bank Vikhroli 8600201005540

Shop 101 And 111, Hazari Baug,

LBS Marg, Vikhroli, Mumbai –

400083

HDFC

Bank

Fort Main

Br. 00600310029264

Maneckji Wadia Bldg Ground

Floor, Mumbai

HSBC

Bank

Mumbai

Main

Branch

006252506001 HSBC 16 V N Road, Fort Mumbai

– 400001

Kotak

Bank

Nariman

Point 0812451823

Kotak Mahindra Bank. ‘II -5C,

Mittal Court ‘Mumbai- 400021

YES

Bank

Worli

Main

branch

000181400009132

Ground & First floor, Moti Mahal,

Dr Annie Besant Road, Next to

City Bakery, Worli Mumbai -

400018

YES

Bank OD Worli 000181400009921

Nehru Centre, 4th floor, Discovery

of India, Dr A. B road,

Worli, Mumbai 400018

3.2 Save to the extent waived in writing by Seller, Purchaser shall comply with the following

conditions on Closing.

3.2.1. The Purchaser shall provide the Company with duly executed forms DIR-2, DIR-8 and MBP-

1 by each of the persons to be appointed as directors by the Purchaser on the Board of the

Company under Clause 3.1.13.b).

3.2.2. Transfer of Purchase Price. Purchaser shall remit the Purchase Price to the designated bank

account of the Seller as provided in Schedule 17, and provide the documentary proof for the

same;

3.2.3. Disclosure Letter. Purchaser shall countersign the Disclosure Letter shared by the Seller.

3.3 The conditions listed in Clauses 3.1 and 3.2 shall individually be referred to as a “Closing

Deliverable” and collectively be referred to as the “Closing Deliverables”.

3.4 Each of the Parties shall take all necessary steps to fulfil the Closing Deliverables.

3.5 Co-operation. The Parties shall co-operate with each other in good faith and provide all

requisite assistance for the satisfaction of any of the Closing Deliverable upon being

reasonably requested to do so by the other Party. The Seller and the Company shall forthwith

upon the completion of the conditions provided for in Schedule 6, provide a written intimation

to the Purchaser.

3.6 Conduct between the Execution Date and Closing. From the date of this Agreement till the

Closing Date, the Company shall and the Seller shall cause the Company to conduct the

Business only in the ordinary course, including maintaining usual amount of inventory and

sales. The Company shall ensure that adequate level of inventory stock be maintained such

tel:8600201005540

tel:00600310029264

tel:006252506001

tel:0812451823



that the quantum shall not have a positive or negative deviation of more than 15% (fifteen

percent) of the Company’s overall inventory stock level determined as on 31 March 2019. For

the purposes of this Clause, the inventory stock shall be determined consistent with the

Company’s past practices. Provided that this threshold as agreed between the Parties shall be

not be applicable if a Force Majeure Event situation shall arise between the Execution Date

and Closing Date (and the same is intimated in reasonable detail by the Seller and the Company

to the Purchaser in writing). Further, it is agreed that should a Force Majeure Event arise, the

Company and the Seller shall continue to keep the other Party informed as to situation from

time to time in reasonable manner. During the period between the date of this Agreement and

the Closing Date, the Company and the Seller shall not, without Purchaser’s Consent:

3.6.1. enter into any related party transaction, other than those specifically provided for in

Schedule 7;

3.6.2. amend the articles of association or memorandum of association of the Company;

3.6.3. change or re-organise the share capital, including any issue of new equity securities,

redemption, buy-back, retirement or re-purchase of any shares or other securities, issue of any

bonus shares, convertible debentures or warrants to any Person or alter the terms of any class

of equity securities or transfer or create any Encumbrance on the Sale Shares;

3.6.4. restructure, re-organise and diversify, commence a new line of business, make new

investments by the Company, enter into or terminate any mergers and acquisitions, joint

ventures, divestments or liquidation relating to the Company, incorporate subsidiaries,

partnerships or other arrangements of a like nature or change the terms of such arrangements;

3.6.5. sell, lease, transfer, divert, create any lien or pledge on any assets (except current assets)

exceeding INR 10,00,000 (Indian Rupees ten lakhs only) cumulatively;

3.6.6. sell or create any Encumbrance on any intellectual property of the Company or intellectual

property that is a part of the License Agreement;

3.6.7. declare dividend (or any interim dividend) and / or other distributions (cash or otherwise) to

any class of shareholders;

3.6.8. undertake any discounting of products sold in the Company outlets, unless it is in-line with the

Company’s ordinary course of business, and consistent with past practices;

3.6.9. do or permit anything to be done which would lead to Material Adverse Effect on the Business

or ability of the Seller or Company to consummate the transactions contemplated under this

Agreement or the License Agreement;

3.6.10. enter into any binding agreement or take definitive steps to give effect to any of the foregoing

matters.

3.7 Notification of Material Event. If, during the period between the Execution Date and Closing,

the Company or the Seller becomes aware that:

3.7.1. there has been or there is likely to be a Material Adverse Effect;



3.7.2. the Company initiates, or is threatened in writing with, any material litigation;

3.7.3. there has been a decrease of more than 20% (twenty percent) in aggregate of the monthly sales

of all outlets of the Company operating as on such date as compared to the sales of the same

month in the previous financial year;

3.7.4. there has been a breach of any of the Seller Warranties,

then the Company and the Seller shall immediately notify the Purchaser of that fact in writing

and shall provide all information in its / their possession in relation to such event to the

Purchaser. If, prior to Closing any of the events mentioned in Clauses 3.7.1 to 3.7.4 are notified

to the Purchaser by the Company or the Seller, or comes to the knowledge of the Purchaser

through any other means, or if any of the conditions provided for in Schedule 6 are not satisfied

on or before the Long Stop Date, the Purchaser shall be entitled to seek further information

from the Company and the Seller, and if not satisfied upon receipt of such information, the

Purchaser may, in its sole discretion and without prejudice to any of its other rights, decide to

not proceed with Closing and forthwith terminate the Agreement by notifying the other Parties

in writing, in which case no Party shall be liable to the other Parties in any manner.

3.8 Access. From the Execution Date until the Closing Date and subject to requirements of

applicable Law, the Seller shall and shall ensure that the Company gives to the Purchaser, its

employees and its professional advisors reasonable access to its properties, accounts, books,

records and warehouses or locations where inventory is sourced and stored, upon reasonable

prior notice and during normal business hours and provided that such access does not hinder

the Company’s day-to-day business/operations in the ordinary course of business to the

premises and all the books, records and inventory of the Company and shall instruct the

officers and employees of the Company to give promptly all information and explanations to

the Purchaser or any such Persons as they may reasonably request. Additionally, it is agreed

and understood by the Parties that the Purchaser shall be entitled to perform a physical

verification of the inventory (by itself, or through an appointed third party) of the Company

until at least 1 (one) day before the Closing Date.

3.9 Alternate Proposal. From the Execution Date till the Closing Date, the Seller, and the Company

shall not directly or indirectly, participate in, solicit or encourage (or permit any advisor or

other Person acting on its behalf to do so) negotiations or discussions with any Person relating

to the issue, sale or other disposal of the Company (or any interest in the ownership of the

Company) or any of the business or material assets of the Company (an “Alternative

Proposal”) or enter into any agreement or arrangement with any other Party in relation to such

matters. The Seller and the Company shall notify the Purchaser immediately of any approach

that is made to them or the Company in writing (or any Person acting on behalf of any of them)

after the date of the Agreement in relation to any Alternative Proposal.

4. CONDITIONS SUBSEQUENT

4.1 Within 3 months from the Closing, the Seller shall fulfil the following conditions subsequent:



4.1.1. procure to obtain signatures of the persons listed in Schedule 8 to transfer the liquor licences

for various retail stores of the Company in the name of persons or the Company as may be

required by the Purchaser;

4.2 The Purchaser hereby agrees and undertakes to make reasonable efforts to fulfil the following

conditions subsequent post the Closing Date (in addition to those provided in Schedule 12):

4.2.1. Ensure that all the liquor licences for various retail stores of the Company which are obtained

in the name of individuals listed in Schedule 9, to be transferred in the name of employees of

the Company or the Company within a period not exceeding 3 months from the Closing Date;

4.2.2. Ensure that applications/intimations for effecting changes of nominations/ licences which are

existing in the name of the resigning directors of the Company, are made immediately in

compliance with the terms of the respective licences.

4.3 The Purchaser shall prepare and deliver the Reconciliation Statement to the Seller in

accordance with the provisions of Clause 2.2.2.1.

4.4 The Purchaser and the Company shall cease to use the Seller’s Trademarks upon expiry of the

term of the License Agreement. However, it is agreed and acknowledged by the Parties that

the Seller and its representative shall not have the right to recover under the Agreement if it

has recovered the Loss pursuant to a claim under the License Agreement for the same cause

of action.

4.5 If at any time, the Seller or the Purchaser becomes aware of a fact or circumstance that might

prevent a condition subsequent being satisfied, it shall immediately inform the other Party and

the Parties shall cooperate with each other to procure a suitable alternative solution reasonably

feasible to both the Parties to procure liquor licence for the affected retail stores of the

Company.

4.6 The Seller shall provide reasonable assistance to the Purchaser in fulfilment of the conditions

subsequent specified in Clause 4.2 above.

5. SELLER WARRANTIES

5.1 General

Subject to the limitations set out in this Agreement and the specific items disclosed in the

Disclosure Letter, Seller represents and warrants to the Purchaser that each Seller Warranty

provided in Schedule 4 of this Agreement is true and correct in all respects as on the Execution

Date and on the Closing Date (except to the extent such representations and warranties provide

for an earlier date, in which case as of such earlier date) (the warranties provided by Seller

under Schedule 4, as qualified by the specific items disclosed in the Disclosure Letter, are

collectively referred to as the “Seller Warranties”).

5.2 Purchaser reliance

The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon

the Seller Warranties and the Purchaser acknowledges that it has not entered into this



Agreement in reliance upon any other warranties, representations, covenants, undertakings,

indemnities or other statements of any kind whatsoever other than those expressly set out in

this Agreement.

6. INDEMNITIES

6.1 Subject to the terms of this Clause and without prejudice to any other applicable legal remedy,

Seller hereby agrees to indemnify and hold harmless, the Purchaser (and its directors, officers

and employees) or the Company and its officers, employees, and directors(at the election of

the Purchaser) against any and all direct losses, claims, damages, liability, costs (including

legal and other professional fees) and expenses actually suffered and incurred by the Purchaser

and / or the Company (a “Loss”):

6.1.1. as a result of any inaccuracy or omission in any Seller Warranty, but only if and to the extent

that such inaccuracy arises out of or results from events or facts existing on or prior to the

Closing Date;

6.1.2. as a result of the non-performance or breach by the Seller of any of its obligations, covenants

and undertakings pursuant to this Agreement. The Parties agree that the Seller shall have the

right to cure any non-performance or breach within a period of 30 (thirty) days from the date

of intimation of such breach or non-performance (“Cure Period”). It is clarified that the Seller

obligation to indemnify under this Clause will arise only if the Seller fails to cure the breach

or non-performance within the Cure Period;

6.1.3. as a result of any liability with applicable interest, reasonable legal costs and penalty charges

(if any) on account of the following on-going tax litigations (“Tax Indemnity”):

a) appeal no. ST/86303/2018 in relation to show cause cum demand notice

DGCEI/MZU/I/I'B'/12(4)06/2016/2256 dated 21 April 2015 in relation to non-payment

of service tax on listing fees and promotional income, involving an amount of INR

2,22,40,305 (Indian Rupees two crore twenty two lakhs forty thousand three hundred

five);

b) order no. MUM-VAT-E-6192/27860663925V/MVAT/231/2018-19/1338085 in

relation to reversal of VAT ITC because of mismatch in Annexure J2 and Annexure J1

and payment of VAT on best judgement by authorities, involving an amount of INR

1,68,37,460 (Indian Rupees one crore sixty eight lakh thirty seven thousand four

hundred sixty);

c) order no. ASO/MUM-VAT-E-619/1718/9491045 in relation to reversal of VAT ITC

because of mismatch in Annexure J2 and Annexure J1 and payment of VAT on best

judgement by authorities, involving an amount of INR 1,96,32,991 (Indian Rupees one

crore ninety six lakh thirty two thousand nine hundred ninety one);

d) order no. ASO/MUM-VAT-E-619/1617/9085610 in relation to reversal of VAT ITC

because of mismatch in Annexure J2 and Annexure J1 and payment of VAT on best

judgement by authorities, involving an amount INR 35454687 (Indian Rupees three

crore fifty four lakh fifty four thousand six hundred eighty seven); and

e) appeal no. VAT SA 517 / 2017 in relation to reversal of VAT ITC because of mismatch

in Annexure J2 and Annexure J1 and payment of VAT on best judgement by



authorities, involving an amount INR 2,41,53,211 (Indian Rupees two crore forty one

lakh fifty three thousand two hundred eleven).

6.1.4. due to any liability in relation to Company’s provident fund on the Company for the period

prior to the Closing Date (in respect of employees of the Company as on or prior to the Closing

Date), on account of the Supreme Court Judgement dated 28 February 2019, in the matter of

Regional Provident Fund Commissioner (II) West Bengal Vs Vivekananda Vidyamandir and

Others (“PF Indemnity”).

6.2 Notification procedure, conduct of claims and indemnification payments

6.2.1. Any event which is likely to give rise to an obligation to indemnify in accordance with

this Agreement must be notified in writing by the Purchaser to Seller forthwith

specifying the reasons for which the Purchaser requests indemnification from Seller as

well as the sum of the estimated indemnifiable Loss.

6.2.2. Except in the event that written objection is notified by the Seller to the Purchaser

within 15 (fifteen) days of the receipt of the claim, the indemnification requested shall

be considered as accepted by the Seller.

6.2.3. If Seller notifies an objection to the Purchaser in the period set forth above in Clause

6.2.2, the Parties will try to resolve any dispute amicably within 1 (one) month of the

date of receipt by Seller of the claim and, should the Parties fail to reach any such

agreement, such dispute shall be settled pursuant to the provisions of Clause 16.

6.3 Third party claims

6.3.1. In the event of the Purchaser becoming aware of any event, action suit, claim or other

legal proceedings that entitles the Purchaser to claim indemnity from the Seller,

including legal or administrative action filed by a third party against the Company or

Tax reassessment conducted against the Company relating to a period prior to Closing

Date, which would give rise to a claim by the Purchaser against Seller, the Purchaser

shall give written notice to Seller within 30 (thirty) days from the date on which such

action is known by the Purchaser or within a shorter period if the circumstances so

require.

6.3.2. No admission of liability shall be made by or on behalf of the Seller and the claim shall

not be compromised, disposed of or settled without prior written consent of the Seller.

6.3.3. In relation to a third party claim, the Seller may elect:

(i) to have exclusive control and conduct of the third party claim (irrespective of

whether or not the related claim is actually indemnifiable by the Seller under

the terms of this Agreement); or

(ii) that the Purchaser shall conduct the third party claim.



6.3.4. A Party having the conduct of a third party claim shall procure to provide to the other

Party (a) all deeds, documents and writings (b) access to personnel, (c) material

information, (d) permission to attend legal or related proceedings through

representatives or a lawyer at cost of such other Party, and (e) such other co-operation

as may be reasonably required by the other Party in relation to such third party claim.

6.3.5. With respect to the Tax Indemnity and PF Indemnity items, the Parties agree and

acknowledge that the Seller shall have exclusive control and conduct of such claims,

on behalf of the Company, at its own cost provided that the Seller shall provide to the

Purchaser (a) all deeds, documents and writings (b) access to personnel, (c) material

information, (d) permission to attend legal or related proceedings through

representatives or a lawyer at cost of the Purchaser, and (e) such other co-operation as

may be reasonably required by the Purchaser in relation to such Tax Indemnity and PF

Indemnity items.

6.4 Notwithstanding any provision in this Agreement or of any applicable Law:

6.4.1. The Purchaser shall make reasonable efforts in a timely manner and in good faith, to

mitigate the Loss;

6.4.2. All and any amount under the insurance policies, if recovered by the Purchaser and/or

the Company, from the relevant insurance company shall (post netting of recovery

costs for such claims which are supported by adequate documentary evidence) be

deducted from the adjudicated ’claim.

6.5 Any indemnity as referred to above shall be such as to place the Purchaser in the same position

as it would have been in had there not been any breach/claim and as if the Seller Warranty

under which the Purchaser is to be indemnified had been accurate. The Purchaser shall have the

right to nominate an Affiliate for the purpose of receiving the amounts payable by the Seller

pursuant to this Clause 6 (Indemnities).

6.6 Seller shall not seek restitution from the Company for any amounts paid by the Seller to the

Purchaser.

6.7 Subject to the limitations set forth in Clauses 8.2, 0, Error! Reference source not found. and

8.5, the right of indemnification of the Purchaser under this Agreement shall be in addition to

all other rights available to the Purchaser under law and equity.

6.8 Indemnification by the Purchaser

6.8.1. Subject to the terms of this Clause and without prejudice to any other applicable legal remedy,

the Purchaser hereby agrees to indemnify and hold harmless, the Seller (and its directors,

officers and employees) against any and all direct (and not indirect or consequential) losses,

claims, damages, liability, costs (including legal and other professional fees) and expenses

actually suffered and incurred by the Seller as a result of breach by the Purchaser of its



obligation to pay the post-Closing adjustment payments (if any) to the Seller pursuant to

Clause 2.2.2.4 or Clause 2.2.2.7 of this Agreement; and

6.8.2. Seller acknowledges that the Purchaser’s aggregate monetary liability for the above claim

(including by way of damages) shall be limited to an amount of INR 7,00,00,000 (Indian

Rupees seven crores only).

7. PURCHASER WARRANTIES

7.1 The Purchaser warrants and represents to the Seller that:

7.1.1. it is duly incorporated and validly existing under the laws of India;

7.1.2. it has the requisite power and authority to enter into this Agreement and the documents referred

to in it to which it is a party and has taken all actions necessary to enter into and perform its

obligations under this Agreement and the documents referred to in it to which it is a party

except to the extent of Purchaser’s shareholders’ approval required for purchase of the Sale

Shares (which shall be procured on or before the Closing Date);

7.1.3. it has obtained all approvals, permissions and consents internal and external (including from

Governmental Authorities) to consummate the transaction contemplated in this Agreement and

the documents referred to in it to which it is a party, except to the extent of Purchaser’s

shareholders’ approval for purchase of the Sale Shares (which shall be procured on or before

the Closing Date);

7.1.4. it is not, and was not, subject to any form of bankruptcy, insolvency, administration, or any

similar proceeding generally affecting creditors’ rights;

7.1.5. it shall have available the necessary cash resources to meet its payment obligations under this

Agreement and the other documents to be executed by the Purchaser at Closing;

7.1.6. this Agreement constitutes, and the other documents to be executed by the Purchaser in

connection herewith will when executed by the Purchaser constitute, valid and binding

obligations of the Purchaser in accordance with their respective terms, except to the extent of

Purchaser’s shareholders’ approval for purchase of the Sale Shares (which shall be procured

on or before the Closing Date);

7.1.7. the execution and delivery of, and the performance by the Purchaser of obligations under, this

Agreement and the other documents to be executed by the Purchaser in connection herewith

will not result in a breach of any applicable law, any judgment or order of a court of competent

jurisdiction, provision of the memorandum or articles of association of the Purchaser or a

material agreement to which it is a party except to the extent of Purchaser’s shareholders’

approval required for purchase of the Sale Shares (which shall be procured on or before the

Closing Date); and

7.1.8. there is no legislation, regulation, temporary restraining order, preliminary or permanent

injunction or other order issued by a court or other Governmental Authority of competent

jurisdiction being in effect which (i) restrains or prohibits the purchase of the Sale Shares; and

(ii) has the effect of making the purchase of the Sale Shares void, illegal or otherwise

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prohibiting its completion except to the extent of Purchaser’s shareholders’ approval required

for purchase of the Sale Shares (which shall be procured on or before the Closing Date).

7.2 Seller reliance

The Purchaser acknowledges that the Seller has entered into this Agreement in reliance upon

the warranties set out in Clause 7.1 and the Seller acknowledges that it has not entered into

this Agreement in reliance upon any other warranties, representations, covenants,

undertakings, indemnities or other statements of any kind whatsoever other than those

expressly set out in this Agreement.

8. LIMITATION OF LIABILITY

8.1 Scope

Notwithstanding anything to the contrary in the Agreement, the provisions of this Clause 8

shall operate to limit the liability of the Seller in relation to any claim for breach of this

Agreement including the Seller Warranties, and references to “claim” and “claims” shall be

construed accordingly.

8.2 Time limit for claims

The Seller shall not be liable for any claim arising out of a breach of a Seller Warranty after

the expiry of the following period of limitations for the specified claims below and the

Purchaser shall be entitled to make the following claims within the respective time periods

provided below:

Claim Time Limit

Claim for inaccuracy or omission in any

Fundamental Warranty

5 (five) years from the Closing Date

Claim for inaccuracy or omission in any Seller

Warranty other than Fundamental Warranties

and Tax Warranties

24 (twenty four) months from the Closing

Date

Claim for Tax Indemnity (specific indemnity) Till the earlier of date of settlement of the Tax

Indemnity proceedings, or final adjudication

by a court of competent jurisdiction

Claim for PF Indemnity (specific indemnity) 2 (two) years from the Closing Date, provided

that such claim is made by the relevant

Governmental Authority pursuant to a written

claim on the Company from such

Governmental Authority (dealing with

provident fund) on the subject matter of the PF

Indemnity

Claim for inaccuracy or omission in any Tax

Warranty

7 (seven) years from the start of the next

financial year post the Closing Date



8.3 Financial limit of claims

Notwithstanding anything contained in this Agreement, the Seller’s aggregate monetary

liability for the following claims (including by way of damages) under this Agreement shall be

limited to the following amounts:

Claim Monetary Limit

Claim for any inaccuracy or omission in any


100% (one hundred per cent) of the Purchase

Price to be grossed up for the taxes payable

plus reasonable legal costs

Claim for any inaccuracy or omission in any

Seller Warranty other than a


17.5% (seventeen point five per cent) of the

Purchase Price

Tax Indemnity INR 11,83,18,654 (Indian Rupees Eleven

crores eighty three lakh eighteen thousand six

hundred fifty four) plus any penalties, interest

and reasonable legal costs incurred for

adjudication of the Tax Indemnity

Provided further that the none of the limitations contained in this Clause 8.3 or elsewhere in

this Agreement shall not apply to any claim which arises as the consequence of fraud or wilful

misrepresentation by the Seller.

8.4 Individual minimum claims

The Purchaser shall not be entitled to make any individual claim in respect of the Seller

Warranties, unless the liability agreed or determined in respect of any such individual claim or

similar claims taken together exceeds INR 30,00,000 (Indian Rupees thirty lakhs only).

8.5 Aggregate minimum claims

The Purchaser shall not be entitled to make any claim in respect of the Seller Warranties, unless

the aggregate amount of all claims for which the Seller would otherwise be liable exceeds INR

3,00,00,000 (Indian Rupees three crores only) for any Loss in which case the Purchaser shall

be entitled to claim the whole amount of such claims and not the excess only.

8.6 Subject to the provisions of Clauses 8.2, 0, Error! Reference source not found. and 8.5, the

Purchaser may give written notice of any single claim for the purpose of the financial limits

above, irrespective of whether, at the time the notice is given, the amount set out in Clauses

8.3, 8.4 or 8.5 (as the case maybe) has been exceeded in such claim.

8.7 Exclusion of Limitations.

It is hereby clarified that none of the limitations set forth in Clauses 8.2, 8.3, 8.4 or 8.5 nor any

provisions of the Disclosure Letter shall be applicable when a claim is brought due to fraud or

wilful misconduct of the Seller. It is further clarified that none of the provisions of the



Disclosure Letter shall be applicable for any claims in relation to Fundamental Warranties, PF

Indemnity or Tax Indemnity).

8.8 Other limitations

8.8.1. The Seller shall not be liable for any claim in respect of the Seller Warranties:

8.8.1.1. arising in respect of any indirect or consequential loss;

8.8.1.2. if and to the extent that any specific, allowance, provision or reserve was made or any potential

or contingent liability was included in the Disclosure Letter in respect of the liability which is

the subject to the claim or matter or circumstances giving rise to the claim;

8.8.1.3. in respect of any matter, act, omission or circumstance (or any combination thereof)

(including, for the avoidance of doubt, the aggravation of a matter or circumstance) to the

extent that the same would not have occurred but for:

(A) any voluntary act, omission or transaction of the Purchaser, Affiliate of the Purchaser,

or their respective directors, employees or agents or successors in title, after Closing;

(B) the passing of, or any change in, after Closing, any law, rule, regulation or

administrative practice of any government, governmental department, agency or

regulatory body including (without prejudice to the generality of the foregoing) any

increase in the rates of taxation or any imposition of taxation after Closing or any

withdrawal of relief from taxation not actually (or prospectively) in effect at the Closing

Date;

(C) any loss incurred as a result of any increase in rates of taxation since the Closing Date;

any change in accounting or taxation policy, bases or practice of the Purchaser

introduced or having effect after Closing; or

(D) any change in the Company made at the request of the Purchaser or arising due to a

change in the structure of the Purchaser or its Affiliates.

8.8.2. No failure or delay by the Purchaser in exercising any right or remedy provided by law or

under this Agreement shall impair such right or remedy or operate or be construed as a waiver

or variation of it or preclude its exercise at any subsequent time and no single or partial exercise

of any such right or remedy shall preclude any further exercise of it or the exercise of any other

remedy.

8.8.3. Nothing contained in this Agreement shall prevent the Purchaser from serving a notice of claim

on the Seller and the liability of the Seller shall in all cases be subject to the provisions of this

Agreement.

8.8.4. Unless specified elsewhere to the contrary in this Agreement, the rights and remedies of the

Purchaser under this Agreement shall not be affected, and the liabilities of the Seller under this

Agreement shall not be released, discharged or impaired by any investigation made into the

affairs of the Company or any knowledge held or gained of any such affairs by or on behalf of



the Purchaser (except, in respect of the Seller Warranties only, for matters specifically

disclosed in the Disclosure Letter against the relevant Seller Warranty).

8.8.5. Seller Warranties qualified by the expression “Seller and Company’s knowledge” or any

similar expression are deemed to be given to the best of the knowledge and information of the

Seller, the Company’s directors and key managerial personnel (as provided in Schedule 13)

after they have made reasonable enquiries.

8.9 Remediable breaches

A breach of this Agreement which is remediable shall not entitle the Purchaser to make a claim

unless the Seller is given written notice of it and it is not remedied by the Seller without cost

or obligation upon the Purchaser within 30 (thirty) Business Days after the date of receipt of

the notice.

8.10 Double claims

The Purchaser shall not be entitled to recover from the Seller under this Agreement more than

once in respect of the same damage and/or loss, and accordingly the Seller shall not be liable

for any claim under this Agreement to the extent that the loss or amounts claimed for is or has

been included in any prior claim which has been satisfied.

8.11 Prior receipt

If, before the Seller pays an amount in discharge of any claim under this Agreement, the

Purchaser recovers or is entitled to recover (whether by payment, discount, credit, relief or

otherwise) from a third party a sum which is directly referable to the subject matter of the

claim the amount so recovered shall to such extent, reduce or satisfy, as the case may be, such

claim.

8.12 Subsequent recovery

If the Seller pays an amount in discharge of any claim under this Agreement and the Purchaser

subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third

party a sum which is directly referable to the subject matter of the claim and which would not

otherwise have been received by the Purchaser (or the Company benefits from a relief as a

result of the payment by the Seller), the Purchaser shall pay to the Seller an amount equal to

the sum recovered (or the amount of the relief obtained by the Company) from the third party

less any reasonable costs and expenses incurred and taxes payable or paid in obtaining such

recovery or relief.

8.13 Actions by the Purchaser and the Company in relation to the Supreme Court Judgement

in the matter of Regional Provident Fund Commissioner (II) West Bengal Vs

Vivekananda Vidyamandir and Others dated 28 February 2019

It is hereby agreed and acknowledged between the Parties that on and from the Closing Date,

the Purchaser shall not, and shall ensure that the Company shall not, (formally or informally)

make any suo motu or voluntary representation or submission (or any such engagement) before

any Governmental Authority which may trigger an action resulting in PF Indemnity claim by



the Purchaser. Provided that in the event that a written notice or claim is received from a

Governmental Authority, the Company will make such representation or submission before

any Governmental Authority after consultations with the Seller and Purchaser in good faith,

within the timelines prescribed under such notice / claim.

9. USE OF GODREJ NAME AND COMPANY IP

9.1 The Purchaser undertakes to the Seller that it shall not, and shall procure that the Company

shall not, at any time after the Closing Date (save as permitted under the License Agreement:

9.1.1. use in the course of trade the word “GODREJ” or any trade or service mark, company, business

or domain name, design or logo which includes the word “GODREJ” (in each case whether

registered or unregistered) (in part or in whole and including without limitation derivations

thereof and any marks confusingly similar to the word “GODREJ”) (“Godrej Brand”);

9.1.2. use, register or renew any existing registration, as a trademark, service mark, company name

or domain name, of the Godrej Brand or any part of it, alone or as part of its own trademarks

or company name;

9.1.3. seek to assert or rely on any goodwill attaching to the Godrej Brand or any part of it or in

respect of the business relating to the goods or services in respect of which the Godrej Brand

is registered or used; or

9.1.4. bring, make, oppose or appeal proceedings, claims or actions or obtain relief in respect of any

infringement, or any other cause of action arising from ownership, of the Godrej Brand or any

part of it whether occurring before, on or after the Closing Date.

9.2 The Seller hereby agrees and undertakes that on and from the Closing Date:

9.2.1. It shall not, and shall cause its Affiliates and group companies to not, oppose, or challenge any

registrations that the Purchaser intends to apply for or make in relation to the brand “Natures

Basket” or any derivations thereof (“Company IP”) in any classes under the Trade Marks Act,

1999 under which the Business can be categorized, provided that such registration does not

infringe any of the then existing trademarks of the Seller and/or its Affiliates. It is however

clarified that the term 'Company IP' shall not include the label “Godrej Nature’s Basket”

registered in the name of Godrej Agrovet Ltd. with the Trademarks Registry bearing certificate

number 711528 under application number 1344915;

9.2.2. It shall, and shall cause its Affiliates and group companies to, make best efforts to take any

and all reasonable actions, including, without limitation, the execution and delivery of any and

all documents that the Purchaser may reasonably request to record and perfect the Purchaser’s

interest in and to the Company IP as on the Closing Date at all costs to be borne by the

Company. Provided however, once the Company or Purchaser has been recorded as the

subsequent proprietor and/ or the registered user, as the case may be, of the Company IP, this

obligation shall fall away.

9.2.3. The Seller or its Affiliates undertake not to use or deal in any manner directly or indirectly, by

itself or through its Affiliates, any of the Company IP and/or any derivations thereof (including

derivations which may have been used).



9.3 The Purchaser hereby agrees and undertakes that on and from the Closing Date, the Purchaser

shall (at its own cost), or the Purchaser shall cause the Company to (at the Company’s cost),

assume control of and conduct the proceedings in relation to the Company’s IP as described

in Schedule 9.

9.4 Upto a period of 3 (three) years from the Closing Date, the Seller undertakes to provide, and

cause its Affiliates and group companies to provide, all reasonable cooperation and support to

the Purchaser for any litigations or any proceedings relating to the Company IP on or after the

Closing Date which the Purchaser may reasonably need to defend, including but not limited to

furnishing any available documents, information any clarification, or any other reasonable

assistance in fulfilling its obligations under applicable Law in respect of the Company IP in

relation to such litigations or proceedings, in each case at a cost to be solely borne by the

Purchaser.

9.5 The Seller hereby undertakes that it shall not take any actions which may impair the ability of

the Purchaser to use the Company IP after the consummation of the Closing.

9.6 For the avoidance of doubt, the Purchaser hereby acknowledges and agrees that the Seller’s

Trademarks do not form part of the sale hereunder.

10. NON-COMPETE

10.1 Subject to Clause 10.2, the Seller undertakes to the Purchaser that:

10.1.1. it will not and will procure that none of the Seller’s Affiliates shall for a period of 36 (thirty

six) months from the Closing Date, in any capacity whatsoever, directly or indirectly carry on

or assist in carrying on or be engaged, concerned or interested in any activity or undertaking

in India which is the same as, or substantially similar to, the Business; and

10.1.2. it will not and will procure that none of the Seller’s Affiliates will for a period of 36 (thirty

six) months from the Closing Date, solicit or endeavour to entice away from or discourage

from dealing with the Company, any person who currently is, or was at any time during the

period of 12 (twelve) months prior to the Execution Date, a supplier/ vendor, customer or client

or employee of the Company.

10.2 Nothing in this Clause 10 shall prevent the Seller or any of its Affiliates from:

10.2.1. engaging in any business activities (other than the Business) which are carried on by the Seller

and/or any of its Affiliates (excluding the Company) as of the Execution Date;

10.2.2. making an investment, in any unlisted business/venture/company or listed company

(“Investment Vehicle”) provided that (i) such investment in the Investment Vehicle is purely

a financial investment; and (ii) such investment does not result in the Seller and its Affiliates,

directly or indirectly collectively holding more than 20% (twenty percent) for unlisted entities,

and not more than 15% (fifteen percent) for listed entities, of the beneficial interest or voting

rights or equity interest in the Investment Vehicle; and (iii) the Investment Vehicle is not

controlled by the Seller and its Affiliates; or



10.2.3. engaging in the business of manufacture (directly or indirectly) of food products and beverages

and retail sales of such manufactured goods and products through (a) its own retail stores

and/or own online platforms; and/or (b) third party retail stores and/or third party online

platforms.

10.2.4. For the purposes of this Clause 10, “control” or “controlled by” or “common control” means

(a) the ownership or control (directly or indirectly) of more than 26% (twenty six percent) of

the voting share capital of a Person; or (b) the ability to direct the casting of more than 26%

(twenty six percent) of the votes exercisable at general meetings of a Person on all, or

substantially all, matters; or (c) the right to appoint or remove a majority of the directors on

the board of directors of a Person; or (d) control of the majority of the composition of the board

of directors of such entity; or (e) the power to direct the management and policies of an entity

whether through the ownership of voting capital, by contract or otherwise.

10.2.5. The Parties agree that each of the covenants in this Clause 10 (Non-Compete) is considered

fair and reasonable by the Parties. If any such restriction shall be found to be unenforceable

but would be valid if any part of it were deleted or the period or area of application reduced,

the restriction shall apply with such modifications as may be necessary to make it valid and

effective.

11. ASSIGNMENT

11.1 This Agreement and the rights and liabilities hereunder shall bind and inure to the benefit of

the respective successors of the Parties hereto. No Party, may assign or transfer all or any of

its rights or obligations under this Agreement or dispose of any right or interest in this

Agreement to any third party without the prior written consent of the other Party (except that

the Purchaser may assign its rights or obligations to its Affiliate as contemplated under Clause

2.1).

12. CONFIDENTIALITY

12.1 Subject to Clause 12.2 each Party shall and shall procure that it shall keep confidential any

information which is gathered or obtained by it or any of its Affiliates which:

12.1.1. relates to this Agreement or any other agreement executed pursuant to this Agreement;

12.1.2. relates to the negotiations relating to this Agreement;

12.1.3. in the case of the Seller, relates to the Purchaser and Company which is of confidential nature;

and

12.1.4. in the case of the Purchaser, relates to the Seller or any of its Affiliates which is of a

confidential nature,

(collectively, “Confidential Information”).

12.2 Clause 12.1 shall not apply to Confidential Information which:

12.2.1. a Party (or its advisers or Affiliates) is required to disclose by any applicable Law;



12.2.2. is required to be disclosed to any recognised stock exchange in India;

12.2.3. is contained in any announcement or publication in agreed form;

12.2.4. is available in or enters the public domain other than as a result of the unauthorised disclosure

by a Party or any of its Affiliates or its or their professional advisers, auditors and bankers;

12.2.5. is in the possession of a Party or of any of its Affiliates or its or their advisers free from any

restriction as to its use or disclosure having been obtained otherwise than from another Party

for the purposes of this Agreement.

12.3 A Party may disclose the Confidential Information to any of its Affiliates or its or their

directors, employees, or advisers (“Authorised Recipient”) who need to know such

information for the purposes of advising in relation to or furthering the provisions of this

Agreement and who are aware of the obligations of confidentiality and agree to keep the

information confidential and not to use any Confidential Information for any purpose other

than the purpose for which it was disclosed. Provided that, the Party sharing the Confidential

Information of the other Party with the Authorised Recipient will be liable for the breach of

confidentiality obligation by Authorised Recipient.

12.4 The restrictions contained in this Clause 12 shall survive for a period of 5 (five) years from (i)

the Execution Date; or (ii) in case the Agreement is terminated (prior to the Closing Date), the

date of termination of this Agreement.

13. GENERAL

13.1 Entire agreement

This Agreement (together with any documents referred to herein) constitutes the whole and

only agreement between the Parties hereto relating to the sale and purchase of the Sale Shares

and supersedes any previous agreements or arrangements between them relating to the subject

matter hereof. It is expressly declared that no variations hereof shall be effective unless made

in writing executed by the Parties or their duly authorised representatives.

13.2 Reservation of Rights

No forbearance, indulgence or relaxation or inaction by any Party at any time to require

performance of any of the provisions of this Agreement shall in any way affect, diminish or

prejudice the right of such Party to require performance of that provision. Any waiver or

acquiescence by any Party of any breach of any of the provisions of this Agreement shall not

be construed as a waiver or acquiescence of any right under or arising out of this Agreement

or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly

stipulated in this Agreement.

13.3 Remedies cumulative

The rights, powers and remedies of the Parties under this Agreement are independent,

cumulative and without prejudice to all other rights available to it whether as a matter of

common law, statute, custom or otherwise.



13.4 Severability

13.4.1. If any provision or part of a provision of this Agreement shall be, or be found by any court of

any jurisdiction to be, invalid, illegal or unenforceable, such illegality, invalidity or

unenforceability shall not affect any other provisions or parts of such provisions of this

Agreement, all of which shall remain in full force and effect.

13.4.2. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the

parties shall negotiate in good faith to amend such provision so that, as amended, it is legal,

valid and enforceable, and, to the greatest extent possible, achieves the intended commercial

result of the original provision.

13.5 Further assurance

13.5.1. At its own expense, the Seller shall (and shall use reasonable endeavours to procure that its

Affiliates shall) promptly execute and deliver such documents and perform such acts as the

Purchaser may require from time to time for the purpose of giving full effect to this Agreement.

13.5.2. At its own expense, the Purchaser shall (and shall use reasonable endeavours to procure that

its Affiliates shall) promptly execute and deliver such documents and perform such acts as the

Seller may require from time to time for the purpose of giving full effect to this Agreement.

14. COSTS

Save as otherwise provided herein, each Party to this Agreement shall pay its own costs in

relation to the negotiations leading up to the sale and purchase of the Sale Shares and the

preparation, execution and carrying into effect of this Agreement and all other documents

referred to in this Agreement. The Purchaser shall pay any stamp duty and any other levies,

costs and expenses with respect to the transfer of the Sale Shares and this Agreement. All fees,

costs and charges payable to any banker, broker or finder, including but not limited to Lodha

Capital Markets, for the transaction contemplated under this Agreement, shall be solely borne

by the Seller.

15. NOTICES

Any notice required to be given by any Party hereto to any other shall be deemed validly served

by (i) hand delivery or (ii) courier post or (iii) email along with a copy through hand delivery

or courier post, to its address (or email address) given herein or such other address as may

from time to time be notified for this purpose and any notice served by hand shall be deemed

to have been served on delivery, any notice served by email shall be deemed to have been

served when the sender receives confirmation that the message was transmitted in full and

without error, and any notice served by courier shall be deemed to have been served five

Business Days after the date on which it was posted. In proving service it shall be sufficient to

prove that the notice was properly addressed and delivered or posted (and in the case of an

email that the email was correctly transmitted), as the case may be.



For the Seller:

Address: c/o Godrej Industries Limited, 2nd Floor, Godrej One, Pirojshanagar, Vikhroli

(East), Mumbai 400079

Email: [email protected];

Attention: Chakradhar V, Head of Legal

For the Purchaser:

Address: c/o Spencer’s Retail Limited, Duncan House, 1st Floor, 31 Netaji Subhas Bose

Road, Kolkata 700001.

Email: [email protected]; [email protected]

Attention: G R Srikkanth, VP - Legal

16. GOVERNING LAW AND ARBITRATION

16.1.1. This Agreement shall be governed and construed exclusively in accordance with the

laws of India.

16.1.2. All disputes or differences between Parties in respect of or concerning or connected

with the interpretation or implementation of this Agreement or arising out of this

Agreement, including without limitation the breach, termination or invalidity hereof,

(“Disputes”), may at the first instance be resolved through good faith negotiations,

which negotiations shall begin promptly after a Party has delivered to the other Party

a written request for such consultation.

16.1.3. Any Dispute or claim arising out of or in connection with or relating to this Agreement

shall be referred at the request in writing of any Party to binding arbitration in

accordance with the (Indian) Arbitration and Conciliation Act, 1996.

16.1.4. The claimant(s) and the respondent(s) shall appoint one arbitrator each. The two

arbitrators so appointed shall appoint the third arbitrator, who shall be the chairperson.

In the event either Party(s) fails to or is unable to appoint the third arbitrator, such

arbitrator shall be appointed in accordance with the (Indian) Arbitration and

Conciliation Act, 1996.

16.1.5. All arbitration proceedings shall be conducted in the English language and the place of

arbitration shall be in Mumbai. The arbitrators shall decide any such dispute or claim

strictly in accordance with the laws of India.

16.1.6. The costs and expenses of the arbitration, including the fees of the arbitrator, shall be

borne equally by each Party to the dispute or claim and each Party shall pay its own

fees, disbursements and other charges of its counsel, except as may be determined by

the arbitrator. The arbitrator shall have the power to award interest on any sum

mailto:[email protected]

mailto:[email protected]



awarded pursuant to the arbitration proceedings and such sum would carry interest, if

awarded, until the actual payment of such amounts.

16.1.7. An award made by the arbitrator shall be final and binding on each of the Parties that

were parties to the dispute.

17. COUNTERPARTS

This Agreement may be entered into on separate counterparts, each of which when executed

and delivered shall be an original, but each counterpart shall together constitute one and the

same instrument and shall take effect from the time of execution of the last counterpart.



SCHEDULE 1 | SHAREHOLDING PATTERN

Folio

no.

Name of Shareholder Types

of

Shares

Nominal value

per share

No. of

shares held

Total value

8 GODREJ

INDUSTRIES

LIMITED

Equity 10

445829994

4458299940

9 GODREJ

INDUSTRIES

LIMITED JOINTLY

WITH

MR. A.B. GODREJ

Equity 10 1 10

10 GODREJ

INDUSTRIES

LIMITED JOINTLY

WITH

MR. N.B.GODREJ

Equity 10 1 10

11

GODREJ

INDUSTRIES

LIMITED JOINTLY

WITH

MRS. T.A.DUBASH

Equity 10 1 10

12 GODREJ

INDUSTRIES

LIMITED JOINTLY

WITH

MR. CLEMENT

PINTO

Equity 10 1 10

14 GODREJ

INDUSTRIES

LIMITED JOINTLY

WITH

MR. SRINIVASAN

Equity 10 1 10

15 GODREJ

INDUSTRIES

LIMITED JOINTLY

WITH

MR. N.S.NABAR

Equity 10 1 10

Total 445830000

4458300000



SCHEDULE 2 | CALCULATION OF PURCHASE PRICE

1. The Parties acknowledge and agree that the Purchase Price is on a cash-free and debt-free basis,

and shall be calculated as follows:

a. Enterprise Value, assuming a minimum of Target Working Capital,

less (i) Net Debt;

plus (ii) excess of Actual Working Capital over Target Working Capital;

OR

less (iii) excess of Target Working Capital over Actual Working Capital;

and will be determined and adjusted for the Closing Date in the manner specified herein.

which shall result in the ‘equity value’.

b. For the avoidance of doubt, all calculations as stated above shall be made in a manner to

avoid any duplication of entries across Net Debt and Actual Working Capital.

2. As soon as the Closing Date is agreed between the Parties:

a. As part of the completion of conditions precedent and in any case not later than 5 days

prior to the Closing Date, the Seller and the Company shall have provided to the Purchaser

a certified true copy (signed by the Managing Director of the Company and CFO of the

Company) of the completed audited financial statements of the Company (including the

income statement and balance sheet, complete with all notes) for the financial year ended

31 March 2019 and the Accounts Statement. For the purposes of this Paragraph:

i. where the Closing Date as agreed between the Parties is between the 1st day to the

10th day of a month (both days included), “Accounts Statement” shall mean the

unaudited financial statements from 1 April 2019 till the end of the penultimate

month from such month (i.e. in which such Closing Date is scheduled). Illustration:

If the Closing Date has been agreed between the Parties as 7 June 2019, Accounts

Statement shall mean the unaudited financial statements from 1 April 2019 till 30

April 2019; or

ii. where the Closing Date as agreed between the Parties is between the 11th day to the

last day of a month (both days included), “Accounts Statement” shall mean the

unaudited financial statements from 1 April 2019 till the end of the month

immediately such month (i.e. in which such Closing Date is scheduled). Illustration:

If the Closing Date has been agreed between the Parties as 19 June 2019, Accounts

Statement shall mean the unaudited financial statements from 1 April 2019 till 31

May 2019.

b. The Purchaser and the Seller shall mutually determine the Purchase Price and such

determination shall be completed no later than 3 (three) days prior to the Closing Date.



c. Upon mutual determination of the Purchase Price, the Purchaser and the Seller shall

execute a consent letter in an agreed form.

3. For the purposes of calculating the Purchase Price, the Parties shall adhere to the following

principles:

a. “Enterprise Value” means an amount of INR 300,00,00,000 (Indian Rupees Three

hundred crores). The Enterprise Value is based on provisional financial data uploaded in

the data room for operating stores for year ending 31st March 2019 of the Company

(“Estimated Financials”) and stores opened in April 2019. This financial data includes

amounts of revenues and EBITDA for the year ended 31st March 2019 that were estimated

to be INR 364,60,00,000 (Indian Rupees Three hundred sixty four crores sixty lakhs only)

(including revenue from stores, display income, listing income, back margins and

institutional income) and (-) INR 57,00,00,000 (Indian Rupees Fifty seven crore only)

respectively. In case the revenue and EBITDA as per the audited financial statements for

year ended 31 March 2019 of the Company varies beyond 2% (two percent) of the revenue

and 5% (five percent) of EBITDA as compared to the revenues and EBITDA numbers

mentioned in this clause, appropriate adjustment shall be made to the Enterprise Value. It

is hereby clarified that the other income (display income, listing income and back margins

) would be added to the revenues to the extent not already added as per the audited financial

statements for year ended 31st March 2019 while making this comparison.

b. “Net Debt” means the sum of (a) the net debt of the Company as on the Closing Date which

shall be computed on the basis of the items provided and, in the manner, illustrated in

Schedule 16; and (b) an amount of INR 2,50,00,000 (Indian Rupees two four fifty lakhs

only) as one-time integration costs;

c. “Actual Working Capital” means the working capital of the Company as on the Closing

Date which shall be computed on the basis of the items provided and, in the manner,

illustrated in Schedule 15;

d. “Target Working Capital” means a positive working capital of INR 24,80,00,000 (Indian

Rupees twenty four crore eighty lakhs only);

e. Actual cash and actual external debt (including external borrowings such as inter-company

deposits or borrowings) of the Company as of the Closing Date shall be adjusted with the

Enterprise Value.



SCHEDULE 3 | LIST OF SELLER’S TRADEMARKS, COMPANY’S TRADEMARKS,

COMPANY IP AND DOMAIN NAMES

Trad

emar

k

Word

mark

Label Cla

sses

Ap

plie

d

Applicati

on

number

Status Regis

tratio

n

Num

ber

Vali

d

Unti

l Word

mark

Label

PART 1 - SELLER’S TRADEMARKS

Godrej Nature’s Basket

Wor

dmar

k &

Labe

l

Godr

ej

Natu

res

Bask

et

35 REGIS

TERE

D

REGIS

TERE

D

Word

mark

-

25479

22

Label

-

25479

23

Label

-

25479

24

13.0

6.20

23

39 REGIS

TERE

D

REGIS

TERE

D

Word

mark

-

25479

25

Label

-

25479

26

Label

-

25479

27

13.0

6.20

23

43 REGIS

TERE

D

REGIS

TERE

D

Word

mark

-

25479

28

Label

-

25479

29

Label

-

13.0

6.20

23



Trad

emar

k

Word

mark

Label Cla

sses

Ap

plie

d

Applicati

on

number

Status Regis

tratio

n

Num

ber

Vali

d

Unti

l Word

mark

Label

25479

30

PART 2 - COMPANY’S TRADEMARKS

Nature’s Basket

Wor

dmar

k

Natu

res

Bask

et

NA 29 3636632 OBJEC

TED

NA

30 3636633 ACCE

PTED

&

ADVE

RTISE

D

NA

31 3636634 OBJEC

TED

NA

32 3636635 ACCE

PTED

&

ADVE

RTISE

D

NA

35 REGIS

TERE

D

NA 36366

36

16.0

9.20

27

Healthy Alternatives

Wor

dmar

k &

Labe

l

Healt

hy

Alter

nativ

es

5 Wordmar

k -

2463580

OPPOS

ED

REGIS

TERE

D

Label

-

24635

73

21.0

1.20

23



Trad

emar

k

Word

mark

Label Cla

sses

Ap

plie

d

Applicati

on

number

Status Regis

tratio

n

Num

ber

Vali

d

Unti

l Word

mark

Label

29 REGIS

TERE

D

REGIS

TERE

D

Word

mark-

24635

81

Label

-

24635

74

21.0

1.20

23

30 REGIS

TERE

D

REGIS

TERE

D

Word

mark-

24635

82

Label

-

24635

75

21.0

1.20

23

31 2463584 OPPOS

ED

REGIS

TERE

D

Label

-

24635

79

21.0

1.20

23

32 REGIS

TERE

D

REGIS

TERE

D

Word

mark-

24635

86

Label

-

24635

76

21.0

1.20

23

35 REGIS

TERE

D

REGIS

TERE

D

Word

mark-

24635

87

Label

-

24635

77

21.0

1.20

23



Trad

emar

k

Word

mark

Label Cla

sses

Ap

plie

d

Applicati

on

number

Status Regis

tratio

n

Num

ber

Vali

d

Unti

l Word

mark

Label

43 REGIS

TERE

D

REGIS

TERE

D

Word

mark-

24635

88

Label

-

24635

78

21.0

1.20

23

Labe

l

NA

29 3619801 NA OBJEC

TED

29 3619806 NA ACCE

PTED

&

ADVE

RTISE

D

30 3619803 OBJEC

TED

30 NA REGIS

TERE

D

36198

07

24.0

8.20

27

31 NA REGIS

TERE

D

36198

04

24.0

8.20

27

35 3619805 NA OBJEC

TED

Le Exclusif



Trad

emar

k

Word

mark

Label Cla

sses

Ap

plie

d

Applicati

on

number

Status Regis

tratio

n

Num

ber

Vali

d

Unti

l Word

mark

Label

Wor

dmar

k &

Labe

l

Le

Exclu

sif

29 REGIS

TERE

D

REGIS

TERE

D

Word

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Fresh Everyday



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PART -3 DOMAIN NAMES

No Website address Registrant organisation

1. www.naturesbasket.co.i

n

Godrej Agrovet Limited

2. www.naturesbasket.in Natures Basket Limited

http://www.naturesbasket.co.in/

http://www.naturesbasket.co.in/

http://www.naturesbasket.in/



SCHEDULE 4 | SELLER WARRANTIES

Definitions and Interpretation

In this Schedule, except where the context otherwise requires, the following words and expressions

shall have the following meanings and capitalised terms not defined in this Schedule shall have the

meaning ascribed to them in the Agreement;

i. “Accounts” shall mean the Company’s audited balance sheet as at the Accounts Date and the

audited profit and loss account for the financial year ended on the Accounts Date, together in

each case with the notes and directors’ and auditors’ reports;

ii. “Accounts Date” shall mean March 31, 2019;

iii. “Accounts Statement” shall have the meaning ascribed to this term in Schedule 2;

iv. “Asset” shall mean all material properties and assets belonging to the Company (movable,

immovable, tangible or intangible) used or held for use in connection with the conduct of the

Business;

v. “Audited Accounts” means the audited accounts of the Company for the past 3 (three)

financial years, including the financial year ended March 31, 2019;

vi. “Indebtedness” as applied to any Person means, (i) indebtedness for borrowed money, (ii)

obligations for payment of money evidenced by a note, bond, debenture, letter of credit, draft

or any instrument, and (iii) guarantees of any nature extended by such Person with respect to

Indebtedness of any other Person;

vii. “Related Party(ies)” shall have the meaning assigned to it in Companies Act, 2013;

viii. “Software License” means the licenses for use of the softwares taken by the Company as

specifically listed in Schedule 10.

The Seller hereby represents and warrants, save to the extent provided specifically against each separate

warranty in the Disclosure Letter, as follows:

1. Authority, power and capacity

1.1. The Seller has:

(a) the requisite power, authority and approval from its Board to sell the Sale Shares;

(b) except to the extent of the Seller’s shareholders’ approval for transfer of the Sale Shares

(which shall be procured on or before the Closing Date), obtained all authorisations

required by it for the execution, delivery and performance of this Agreement and the

other documents to be executed by the Seller under this Agreement, and no other

authorisation is required on the part of the Seller in connection with the execution,

delivery and performance of this Agreement and the other documents to be executed

by the Seller under this Agreement, the compliance by it with any of the provisions

hereof or thereof, or the consummation of the transactions contemplated hereby or

thereby.



(c) except to the extent of the Seller’s shareholders’ approval for transfer of the Sale Shares

(which shall be procured on or before the Closing Date), this Agreement constitutes,

and the other documents to be executed by the Seller in connection herewith will when

executed by the Seller constitute, binding obligations of the Seller in accordance with

their respective terms;

(d) the execution and delivery of the Agreement by the Seller will not result in a breach of

any applicable Law or provision of the memorandum or articles of association of the

Seller;

(e) the execution and delivery of the Agreement, and the other documents to be executed

by the Seller in connection herewith will not constitute a default under any agreement,

instrument, order or judgment which binds the Seller, or constitute an act of

bankruptcy, fraudulent preference, insolvency or fraudulent conveyance under any

bankruptcy law or other applicable Law, except to the extent of the Seller’s

shareholders’ approval for transfer of the Sale Shares (which shall be procured on or

before the Closing Date); and

(f) the performance by the Seller of obligations under this Agreement will not result in a

breach of any applicable Law or provision of the memorandum or articles of association

of the Seller or constitute a default under any agreement, instrument, order or judgment

which binds the Seller or constitute an act of bankruptcy, fraudulent preference,

insolvency or fraudulent conveyance under any bankruptcy law or other applicable

Law for the protection of debtors or creditors, except to the extent of the Seller’s

shareholders’ approval for transfer of the Sale Shares (which shall be procured on or

before the Closing Date).

2. Sale Shares

2.1. The Seller is the sole legal, registered and beneficial owner of the Sale Shares, and has the

right to exercise all voting and other rights over the Sale Shares.

2.2. The Sale Shares:

(a) are all free and clear of all Encumbrances;

(b) comprise the whole of the issued and allotted share capital of the Company;

(c) are all fully paid up;

(d) have been validly allotted and issued; and

(e) have not been issued in violation of any pre-emptive or similar rights or applicable

laws.

2.3. No person has exercised or purported to exercise or claim any Encumbrance, other than any

Encumbrance created pursuant to this Agreement or other documents to be executed by the

Seller in connection herewith, over any of Sale Shares.



2.4. There are no agreements or arrangements in force which provide for the present or future

allotment, conversion, issue, registration, sale or transfer, redemption or repayment of, or grant

to any person of the right (whether conditional or otherwise) to require the allotment,

conversion, issue, registration, sale or transfer, redemption or repayment of, any share or loan

capital or any other security giving rise to a right over, or an interest in, the capital of the

Company (including any option or right of pre-emption or conversion).

2.5. All consents for the transfer of the Sale Shares have been obtained except to the extent of the

Seller’s shareholders’ approval for transfer of the Sale Shares (which shall be procured on or

before the Closing Date).

2.6. The Sale Shares have not been and are not listed on any recognised stock exchange.

2.7. The Company has not had, nor has ever had any subsidiaries.

2.8. The Company has not agreed to acquire an interest in any body corporate, and also does not

Control, directly or indirectly, any corporation, partnership, association, joint venture or other

person.

2.9. The Company has not done, committed or omitted any act, deed, matter or thing whereby the

Sale Shares can be forfeited, extinguished or rendered void or voidable. Neither the Company

nor the Seller has entered into any agreement or arrangement with any Person, which will

render the transfer of any of the Sale Shares pursuant to this Agreement in violation of such

agreements.

3. Corporate information

3.1. The Company:

(a) is duly incorporated under the Companies Act, 1956, validly existing and duly

registered in accordance with laws of India;

(b) has full power, capacity and authority to carry on the Business; and

(c) does not hold or beneficially own any securities of any corporation, other than as set

out in the Audited Accounts.

3.2. The copies of the Company’s memorandum and articles of association shared with the

Purchaser are true and accurate in all material respects and there is no other document that

amends or modifies the Company’s memorandum and articles of association.

3.3. The particulars of the Company as set out in the preamble to this Agreement are true and

accurate.

3.4. The minutes book of the Company contains true, correct, up to date and materially complete

records of all meetings and all other corporate action of the board (including any committees

thereof) of the Company;

3.5. The register of members of the Company are up-to-date, have been properly kept, true, correct,

materially complete and maintained in accordance with applicable law.



3.6. All accounts, documents and returns of the Company required by law to be delivered or made

in the period of 12 months prior to the Closing Date have been duly and correctly delivered or

made on a timely basis.

3.7. The aggregate number of the subscribed and paid-up equity shares as set forth in Schedule 1,

represents all of the subscribed, paid-up equity shares of the Company. The Company has not

issued any equity shares of any nature whatsoever after the execution of this Agreement by the

Parties.

3.8. The Company does not have any commitments to invest in the share capital of any other

company.

4. Insolvency

4.1. Each of the Seller and Company is not:

(a) insolvent or unable to pay its debts as they fall due; or

(b) being held in default by lenders under any debt financing.

4.2. To the knowledge of the Seller, no steps have been taken to enforce any security over any

assets of the Seller or Company and no event has occurred to give the rights to enforce such

security.

4.3. No notice has been received by the Seller or Company that an order has been made, petition

or application presented, resolution passed or meeting convened for the purpose of winding-

up the Seller or Company nor any action taken (including by vendors of the Company) to

appoint an insolvency professional nor has there been any order made or resolution passed to

commence any other process whereby the business of the Seller or Company terminated and

its assets distributed amongst the creditors and/or shareholders or other contributors, and none

of the Seller and Company is subject to formal proceedings under Insolvency and Bankruptcy

Code, 2016, no voluntary arrangement with creditors has been agreed or sanctioned in respect

of the Seller or Company, nor to the knowledge of the Seller do any such facts or circumstances

exist which could give rise to any of the above situations.

5. Accounts

5.1. The Audited Accounts and Accounts Statement have been prepared in accordance with

applicable Law and generally accepted accounting principles consistently applied by the

Company and show a true and correct view of the state of affairs of the Company, results of

operation of the Company, its financial situation, assets and liabilities as on March 31, 2019

and date of the Accounts Statement.

5.2. The Audited Accounts of the Company for all financial years up to and including March 31,

2018 have been duly filed in accordance with applicable Law.

5.3. The balance sheets reflected in the Audited Accounts and Accounts Statement present true and

complete representations of the Assets and liabilities of the Company as of the dates specified

therein.



5.4. The Company has established and maintains, adheres to and enforces a system of internal

accounting controls that are effective in providing assurance regarding the reliability,

completeness and accuracy of financial reporting and the preparation of the Audited Accounts

and Accounts Statement in accordance with applicable Laws and accounting principles.

5.5. The Company has complied with the statutory accounting requirements, including the

requirements with respect to accounting for Taxation.

5.6. The Audited Accounts have been prepared on a basis consistent with the basis employed in

the Company’s accounts for each of 3 (three) preceding financial periods without any change

in the accounting policies, unless any such change in the accounting policies have been

disclosed in the Audited Accounts.

5.7. All financial records of the Company as required under applicable Law, have been properly

maintained and constitute materially accurate record of all matters which ought to appear in

them.

5.8. All accounts and notes receivable of the Company have arisen from bona fide transactions in

the ordinary course of the business consistent with past practice and are payable on ordinary

trade terms. The accounts receivable of the Company are valid and enforceable claims and not

subject to set-off or counterclaim which is not in the ordinary course of business. Except for

amounts adjusted from receivables in Schedule 15 (Calculation of Actual Working Capital),

all trade receivables as at 31 March 2019 are fully collectible and all provisions for bad and

doubtful receivables have been duly accounted for as at 31 March 2019.

5.9. The internal reporting on store profit & loss (monthly and yearly) accurately reflects each

store’s income statement. Provided that some adjustments in each store’s monthly profit &

loss are finally rectified in their yearly profit & loss.

5.10. All costs for the period prior to 31 March 2019 have been accrued in the store profit & loss

and have been duly accounted within the Audited Accounts.

6. Indebtedness, loans and bank accounts

6.1. The Company does not have any financial obligations or liabilities of any nature (whether

accrued, absolute, contingent, or otherwise) other than:

6.1.1. those set forth or adequately provided for in the Audited Accounts and Accounts Statement

delivered to the Purchaser; and

6.1.2. those incurred since the Accounts Date in the ordinary course of business consistent with past

practice.

6.2. Full details of the Company’s bank accounts, limits of any bank overdraft facilities and all

borrowings of the Company have been disclosed to the Purchaser.

6.3. The Company has complied with the material terms of all of the loan agreements under which

it is a borrower including, but not limited to, the granting of security, guarantees and

undertakings and no event of default or breach has occurred which has or would entitle a lender



or other counterparty of any borrowing to require the payment or repayment of such borrowing

before its normal or originally stated maturity or which shall impose any penalty or liquidated

damages on the Company. Further, none of such facilities or terms of borrowing have been

terminated as a result of entry into this Agreement.

6.4. As of the Accounts Date and as per the Accounts Statement, the Company does not have any

outstanding Indebtedness or other borrowing (including any Indebtedness for moneys

borrowed or raised under any acceptance credit, bond, note, bill of exchange or commercial

paper, finance lease, hire purchase agreement, trade bills, forward sale or purchase agreement

or conditional sale agreement or other transaction having the commercial effect of a

borrowing), other than as disclosed in the Audited Accounts and Accounts Statement which is

delivered to the Purchaser.

6.5. As at the Accounts Date, the Company is not a party to and does not have any outstanding

obligations in respect of a derivative transaction including, but not limited to, any foreign

exchange transaction. Since the Accounts Date, the Company is not party to and do not have

any outstanding obligations in respect of any such derivative transaction.

6.6. The Company has not received any written notice to repay loan amounts under any agreement

relating to any indebtedness or other borrowing, which is repayable on demand.

6.7. The Company has not defaulted in the repayment of any loans or advances on the dates on

which they have fallen due and in accordance with the respective terms of any lending

documents.

6.8. There are no loans which have been made by the Company to any of its directors or the Seller

and the Company is in compliance with Section 185 and other related provisions of the

Companies Act 2013.

7. Absence of Certain Changes or Events

7.1. Since the Accounts Date:

7.1.1. the Company has conducted the Business only in the ordinary course consistent with past

practice;

7.1.2. the Company has not disposed of any Assets material to the conduct of the Business (excluding

current assets);

7.1.3. there has not been any Material Adverse Effect, or any change, event, development, condition,

circumstance or state of facts that, individually or in the aggregate, was or, to the Seller and

Company’s knowledge, is likely to be a Material Adverse Effect;

7.1.4. the Company has adequately provided for all amounts (including Taxes) that should have been

accounted for or reserved by it in accordance with the accounting principles;

7.1.5. the Company has not suffered any material loss, damage, destruction or other casualty

affecting any of its Assets, whether or not covered by insurance;

7.1.6. the Company has not made any change in any method of accounting or audit practice; and



7.1.7. the Company has not increased any of its liabilities, including off-balance sheet items or

working capital limits, sold or transferred or created any Encumbrance on any of its Assets

other than in the ordinary course of business.

8. Contracts and commitments

8.1. All the related party transactions that have been entered into by the Company since the

Accounts Date are provided in Schedule 7 (List of Related Party Transactions of the

Company). Other than as highlighted in Schedule 7 (List of Related Party Transactions of the

Company) and as provided for in the Audited Accounts, there have been no other related party

transactions by the Company in the preceding 3 (three) financial years.

8.2. No other amounts are due and payable by the Company as of the Execution Date and date of

the Accounts Statement, other than those disclosed in the Audited Accounts, Accounts

Statement and Schedule 7 (List of Related Party Transactions of the Company) respectively.

8.3. All contracts with Related Parties have been entered into in the normal course of business and

on an arm’s length basis. Further, all Related Party transactions have been conducted on an

arm’s length basis.

8.4. All goods provided to institutional customers and services provided to material vendors are in

conformity in all material respects with all applicable contractual commitments.

8.5. The Company is not a party to, nor is it bound, by any valid and subsisting contract of the

following nature (collectively with contracts entered into with Affiliates, are referred to herein

as “Contracts”):

8.5.1. as of the Closing Date, other than as disclosed in the Audited Accounts and Accounts

Statement, any contract relating to or evidencing borrowings of the Company;

8.5.2. as of the Closing Date, other than as disclosed in the Audited Accounts and Accounts

Statement, any contract pursuant to which the Company has provided funds to or made any

loan, capital contribution or other investment in or assumed any liability or obligation of any

person;

8.5.3. any contract with any Governmental Authority, other than in the ordinary course of business;

8.5.4. any contract that limits, or purports to limit, the ability of the Company to compete in any line

of business or with any person or in any geographic area or during any period of time;

8.5.5. any contract providing for indemnification to or from any person with respect to liabilities to

any person which is not in the ordinary course of business;

8.5.6. any contract relating in whole or in part to transfer of, or creating rights in any Company IP;

and

8.5.7. any joint venture, shareholders, partnership, merger, asset or stock purchase or divestiture

contract relating to the Company or to which the Company is bound.



8.6. Each lease/leave and license Contract, Contract with the Lenders, warehousing Contract and

Contract with top 15 vendor Contracts (in value) as on 31 March 2019, to which the Company

is a party has been duly executed by the Company, adequately stamped and registered, if

required under applicable Law, and is in compliance with applicable Laws. Each such Contract

constitutes a valid and binding obligation of the Company, is in full force and effect, and the

Company is not in breach or default under any Contract, and, to the Seller and Company’s

knowledge, no event has occurred and no condition or state of facts exist which, with the

passage of time or the giving of notice or both, would constitute a breach or default by the

Company. To the Seller and Company’s knowledge, no other party to any of such Contracts is

in material breach or default thereunder.

8.7. Each material Contract (other than those referred to in paragraph 8.6 above) to which the

Company is a party has been duly executed by the Company, adequately stamped and

registered, if required under applicable Law, and is in material compliance with applicable

Laws. Each such Contract constitutes a valid and binding obligation of the Company, is in full

force and effect, and the Company is not in breach or default under any Contract, and, to the

Seller and Company’s knowledge, no event has occurred and no condition or state of facts

exist which, with the passage of time or the giving of notice or both, would constitute a breach

or default by the Company. To the Seller and Company’s knowledge, no other party to any of

the material Contract is in material breach or default thereunder.

8.8. All lease/ leave and license agreements including those executed by the Company are in force

and there exists no default under any lease/leave and license by the Company which has

resulted in a termination notice being issued to the Company during the period of 1 (one) year

preceding the Closing Date.

8.9. All Software Licenses taken by the Company are valid as on the Closing Date.

8.10. Except as provisioned for in the Accounts Statement, there are no open capital commitments

under any contracts with vendors.

8.11. As of the Closing Date, there are no disputed amounts payable to suppliers except for amount

disclosed under contingent liabilities and all vendor liabilities have been duly accounted for as

at 31 March 2019.

8.12. There has been no written communication or to the Seller and Company’s knowledge, no oral

communication, between the Company and / or the vendors from whom wine and other

alcoholic beverages are sourced or purchased by the Company and sold at any of its outlets

which indicates that the term of this vendor arrangement have been modified.

9. Tax

In respect of the Company (collectively, each of the following representations and warranties

shall be considered as the “Tax Warranties”):

9.1. adequate provision or reserve has been made in the Audited Accounts for all Tax liabilities to

be assessed or for which it is accountable under applicable Law.



9.2. all Tax returns have been filed and they have provided information required for the Tax

purposes in accordance with the applicable Laws. Such filed returns are true and accurate in

all respects and have been completed in accordance with Applicable Law in all material

respects. The Company has paid all Taxes due and payable (whether or not shown on any tax

returns).

9.3. There is no Tax deficiency outstanding or assessed or proposed against the Company, nor has

the Company extended the period for the assessment or collection of any Tax. No audit or

other examination of any tax return of the Company by any Tax Authority is presently in

progress, nor has the Company been notified of any request for such a prospective audit or

other examination. The Seller warrants that no adjustment relating to any tax returns filed by

the Company has been proposed by any appropriate authority to the Company, or any

representative thereof. As of the Accounts Date, and as per the Accounts Statement the

Company does not have any liability for any unpaid Taxes which has not been accounted for

or reserved in the delivered Audited Accounts and Accounts Statement.

9.4. all Tax payments have been duly and punctually made in accordance with applicable Laws

and except as stated as part of the contingent liabilities, the Company has not received any

demand imposing liability to pay any penalty, fine, surcharge or interest to any Tax Authority

in connection with any delays relative to Tax payments.

9.5. The Company has not received any written notice in the past 7 (seven) years challenging the

Tax benefits under Income Tax Act, 1961 that have been properly claimed by the Company.

9.6. The Company has withheld with respect to its employees and all other third parties, all

applicable Taxes required to be withheld by applicable Law and have made payment of such

Taxes to the appropriate authorities within the due dates thereof. The Company has withheld

and paid for appropriate contributions to the provident fund, superannuation, gratuity,

employee state insurance and any other contributions as required by applicable Law.

9.7. The Company has paid service tax on listing fee and promotional income for each financial

year after the financial year 2014-15.

9.8. The Company has ensured that appropriate GST has been paid by the Company, under reverse

charge mechanism on procurements from unregistered persons. Further, the Company

warrants that the GST credit balance as at the Closing Date is available.

9.9. The Company, and the Seller on behalf of the Company has not received any written notice of

any audit or other proceeding by a Tax Authority in respect of any Tax returns referred to

above. There is no pending or to the Seller and Company’s knowledge, threatened litigation

or any other legal proceeding ending before Tax Authority except for as disclosed in the

Disclosure letter.

9.10. Amounts disclosed in the Audited Accounts and Accounts Statement as being recoverable

from any Tax Authorities are actually recoverable from such Tax Authorities and adequate

provisions have been made in the Company’s audited financial statements for amounts of tax

that are not recoverable from the Tax Authorities.



10. Litigation

10.1. There are no claims, counter claims, winding up or bankruptcy petitions, investigations or

proceedings, pending or threatened (i.e. in respect of which the Company has received written

intimation), by or against the Company (a) which could reasonably be expected to result in a

cessation of any operations of the Company; or (b) which could prevent the Seller from the

sale of the Sale Shares.

10.2. The Company (a) is in compliance with and have at all times complied with all applicable

Laws in all material respects, including the Companies Act 2013 with respect to secretarial

compliance and filings as provided therein, (b) has made timely filing of appropriate returns,

statements, reports, registrations with any Governmental Authority and have not received any

written notices of violation of any applicable Law. The Company is not in default with respect

to any order known to or served upon them.

10.3. There is no litigation pending before any Governmental Authority, agency, court or tribunal,

foreign or domestic, which is on-going, pending or, to the best of the Seller and Company’s

knowledge, is threatened:

10.3.1. against the Company (whether by way of counter claim or appeal or otherwise);

10.3.2. that restrains, prevents or makes illegal the consummation of the transactions contemplated by

this Agreement and or any other documents to be executed by the Seller in connection

herewith;

10.3.3. that has resulted in a written claim for liquidated damages arising from any Contract material

to the Business;

10.3.4. that has resulted in a claim for a breach of a material warranty under any Contract;

10.3.5. against the Company that affects the right of the Purchaser to own the Sale Shares; or

10.3.6. that affects the rights of the Company to operate the Business or own its Assets.

10.4. All settlements of litigation filed against the Company before any agency, court or tribunal,

have been concluded strictly pursuant to an order from such agency, court or tribunal.

11. Employees

11.1. The Company has complied with all material obligations imposed on it by applicable Laws

and terms and conditions of employment (Minimum Wages Act, 1948, Payment of Bonus Act,

1965, Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, Employees’ State

Insurance Act 1948 and its corresponding regulations, statutes governing professional tax,

overtime etc.) including statutory payments (all wages, benefits, bonuses and all other

compensation) and has maintained current and suitable records in accordance with applicable

Laws regarding the service, terms, and conditions of employment of each of such workers.

11.2. Except as provisioned for in the Accounts Statement, there are no payments to be made in

arrears to the employees as on Closing Date.



11.3. The Company has not entered into any contracts with any of its workers that entitle such

workers to any payment or compensation by virtue of conclusion of the proposed transaction.

11.4. The Company do not have any material outstanding liability to pay compensation for loss of

office or employment or a redundancy payment to any present or former employee or to make

any payment for breach of any agreement and no such sums have been paid since the Accounts

Date.

11.5. The Company has paid all Taxes, insurance and other statutorily required social security

contributions and other levies due in respect of the employees in respect of their employment

up to Closing Date and will pay the aforesaid amounts as and when due up to Closing and have

paid all remuneration and other benefits of the employees, as and when the same is due upto

the Closing Date.

11.6. There are no share option or other share-based incentive schemes for shares of the Company

in which any employees of the Company participate or have any entitlements.

11.7. The acquisition of the Sale Shares or change of control or ownership of the Company under

this Agreement will not entitle any of the directors or employees of the Company to claim any

entitlement or benefit or to receive an increased right or benefit.

11.8. The Company does not recognise any trade union, works council or other form of employee

representative body in relation to any of the Company’s employees. Within the last 3 (three)

years, no written request has been received by the Company for recognition of a trade union

in respect of all or any of the employees of the Company.

11.9. The Company does not have any collective bargaining agreements, arrangement or similar

understanding with any trade union, staff association or other body representing its employees.

11.10. All employee benefit plans, programs, agreements, policies, arrangements or payroll practices,

including bonus plans, employment, consulting or other compensation agreements, collective

bargaining agreements, incentive, equity or equity-based compensation, or deferred

compensation arrangements, change in control, termination or severance plans or

arrangements, severance pay, sick leave, vacation pay, salary continuation for disability,

hospitalization, medical insurance, life insurance and scholarship plans and programs

maintained by the Company or to which the Company contributed or is obligated to contribute

thereunder for current or former employees of the Company (if applicable) (collectively, the

“Plans”), have been maintained in all material respects in accordance with their terms and with

all provisions of applicable Laws. The Company does not have any unfunded liabilities

pursuant to any of the Plans.

11.11. There are no pending actions, claims or lawsuits that have been asserted in writing or instituted

against the Plans, the Assets of any of the trusts under the Plans or the sponsor or administrator

of any of the Plans, or against any fiduciary of the Plans with respect to the operation of any

of the Plans (other than routine benefit claims).

11.12. There is no bonus payout, transaction bonus, parachute bonus or any other bonus payable to

any key managerial personnel (as provided in Schedule 13) as at the Closing Date or within a



period of 6 (six) months from the Closing Date.

12. Assets and Property

12.1. The Company has good, valid, marketable title, possession, or has valid leasehold interest in

or valid rights under contract to use each of the tangible movable property and assets as listed

out in the balance sheet as of the date of the Audited Accounts, as well as those acquired since

the Accounts Date.

12.2. All tangible movable property reasonably necessary for the conduct of the Business is reflected

in the delivered Audited Accounts and Accounts Statement, other than tangible movable

property disposed of since such date in the ordinary course of business consistent with past

practice. All such tangible property is free and clear of any Encumbrances and no person other

than the Company has any subsisting rights, claim or title over such tangible movable property,

including the right to possess or use such tangible movable property other than in the ordinary

course of business. All items of material tangible movable property are in reasonably good

condition and in a state of repair, wear and tear excepted, and material maintenance on such

items has not been deferred beyond a time period.

12.3. The Company has a valid and enforceable leasehold interest under each immovable property

and interests in immovable property leased or subleased to it, as set out in Schedule 11

(collectively, the “Leased Immovable Properties”). All documents of title relating to the

Leased Immovable Properties have been validly executed, adequately stamped and duly

registered as required under applicable Law. The Leased Immovable Properties constitute all

interests in immovable property currently used or currently held for use in connection with the

Business and which are necessary for the continued operation of the Business as currently

conducted. All of the Leased Immovable Properties (including buildings, fixtures and

improvements thereon) owned or leased by the Company are in reasonably good operating

condition and repair (subject to normal wear and tear), have been properly serviced and

maintained, and the usage thereof is in compliance with applicable Law, including all

regulations and standards regarding health and safety protection.

12.4. Each of the leases for the Leased Immovable Properties is in full force and effect, and neither

has the Company received in writing, nor has it given any notice of any breach or default or

event that with notice or lapse of time, or both, which would constitute a breach or default by

the Company under any of the leases for the Leased Immovable Properties and to the Seller

and Company’s knowledge, no other party is in default thereof, and no party to the leases for

the Leased Immovable Properties has exercised in writing any termination rights with respect

thereto. To the Seller and Company’s knowledge, there do not exist any easements over any

of the Leased Immovable Properties, which would affect the Company’s use and enjoyment

of the properties.

12.5. As regards those premises which have been taken on lease or leave and license basis, the

Company has complied with its material obligations pursuant to the lease or leave and license

agreements.



12.6. All of the real estate in possession through lease/ leave and license or in use by the Company

are used exclusively for the Business of the Company.

12.7. The Company does not own or hold any immovable property or any ownership interest in

immovable property.

12.8. There are no outstanding dues with respect to service tax on the rent paid by the Company for

the properties used by the Company as its outlets.

12.9. The Company has duly deposited the security deposits with the respective landlords as

specified in the leave and license agreements / rent agreements executed by the Company for

all its outlets located in Mumbai, Pune and Bangalore.

13. Insurance

13.1. All material insurable risks in respect of the Business and Assets of the Company are covered

by appropriate insurance policies and the types and amounts of coverage by such insurance

policies are sufficient so as to comply with the requirement of the governmental Approvals, or

under applicable Law or contract. The Company has valid and subsisting insurance policies

for all its outlets and warehouses (as per Schedule 11). There is no claim by the Company

pending under any insurance policy by the Company and all premiums due and payable under

all such policies have been paid. There is no threatened (in writing) termination of, or premium

increase with respect to, any of such policies. All such policies will be outstanding and in full

force and effect at the Closing Date, and the consummation of the transactions contemplated

in this Agreement and other documents to be executed by the Seller in connection herewith,

will not cause a cancellation or reduction in the coverage of such policies. There are no

insurance claims and liabilities, outstanding or otherwise, due and payable to any person by

the Company under any insurance policies. There are no special or unusual limits, terms,

exclusions or restrictions in any of the policies and the premiums payable are not in excess of

the normal rates and to the Seller and Company’s knowledge, no circumstances exist which

are likely to give rise to any increase in premiums. The Company is in due compliance with

all terms and conditions contained in the insurance policies and nothing has been done or has

been omitted to be done which could result in any of the Company’s insurance policies being

or becoming void.

14. Inventory

14.1. A substantial part of the inventory constituting the products being sold by the Company as part

of its Business is in good, undamaged, merchantable and unexpired condition The Company

has not received any written claim or notice of any pending suits, demands, claims, notices of

violation, proceedings or demand letters relating to any material hazard or defect relating to

any inventory or products being sold by the Company as part of its Business. The Company

has not received any written notice which is pending that the products being sold by the

Company as part of its Business, sold on or prior to the Closing Date were not in accordance

with / in compliance with the applicable specifications or requirements or conditions as defined

in the permits and licenses granted to the Company by any Governmental Authority. Other

than the warranties made in the advertising, promotional and media materials and in the

packaging and labelling materials, the Seller and the Company have not made any express



warranties on the products manufactured and sold by the Company. Inventories are carried in

books at lower of cost or net realisable value. Adequate provisions are considered in the

audited financial statements for the financial year ending 31 March 2019 and the Accounts

Statement with respect to damaged & expired stock, inventories and physical verification

shortages.

15. Intellectual Property Rights

15.1. Schedule 3 contains complete and accurate details of all registrations and applications for

registration of Company’s Trademarks, Seller’s Trademarks, Company IP and the Domain

Names. The Company has no right or interest with respect to any intellectual property rights

other than the Company IP, Seller’s Trademarks, Company’s Trademarks, or rights under the

Software Licenses.

15.2. The Company owns all right, title and interest in or has valid licenses to the trade secrets,

know-how and other confidential information relating to the Business, including proposals,

financial and accounting data, business and marketing plans, customer and supplier lists, sales

targets, sales statistics, market share statistics, marketing surveys and reports, marketing

research and any advertising or other promotional material and related information and any

databases (electronic or otherwise) containing any of the foregoing, including exclusive rights

to use, transfer and license wherever the same is owned by it.

15.3. The Company’s Trademarks, Seller’s Trademarks and Company IP are:

(a) valid, in full force and effect, and free of all Encumbrances;

(b) legally and beneficially owned by the Company or the Seller;

(c) not subject to any licences or rights of use that have been granted by the Company to

any third parties; and

(d) to the Seller and Company’s knowledge after careful and due enquiry, not violating

registered trademarks, copyrights or all other forms of intellectual property of any third

party.

15.4. There are no circumstances that the Seller is aware of that would render any of its registered

Company’s Trademarks, Company IP or Seller’s Trademarks or Domain Names void.

15.5. None of the Seller’s Trademarks, Company IP or Company’s Trademarks or Domain Names

are the subject of any litigation, or other dispute or claim, challenge, removal or surrender.

15.6. To the Seller and Company’s knowledge, no person is infringing or misappropriating the

Company IP or Company’s Trademarks or Domain Names.

15.7. All agreements through which the Company has acquired the Company IP or Company’s

Trademarks or Domain Names are valid and legally binding as on date, and the Company and,

to the Seller and Company’s knowledge, all other parties to such agreements had the power

and the capacity to execute and deliver such agreements. All approvals required for executing

such agreements and all approvals required for entering into the transactions contemplated



therein have been obtained by the Company. To the Seller and Company’s knowledge, the

execution and delivery of any such agreement by each party thereto, the transactions

contemplated therein, and the promises, agreements, or undertakings of each party thereunder

do not violate any applicable Law, or contravene the provisions of, or constitute a default

under, any applicable documents, contracts, agreements or other instruments which are

applicable to such intellectual property or Assets. There are no existing or, to the Seller and

Company’s knowledge, potential outstanding legal issues against any party to any such

agreement in respect of any specific agreements / obligations relating to the previous use of

such intellectual property and Assets, or otherwise which can have an adverse effect on the

obligations of any such party under any such agreement.

15.8. The Company has taken all reasonable steps required to protect the Company IP or Company’s

Trademarks or Domain Names owned or licensed by it in jurisdictions where the Company

conducts its Business, before registering or using the same.

15.9. The aforementioned intellectual property constitutes materially all intellectual property

necessary to carry on the Business, as on the Execution Date.

15.10. All licenses and agreements entered into by the Company for the use of third party software

and other intellectual property have been entered into strictly in the ordinary course of

business, and are in full force and effect.

15.11. Schedule 3 contains complete and accurate details of all domain names which are registered

in the name of Company (the “Domain Names”).

15.12. The Domain Names are not subject to any licences or rights of use that have been granted by

the Company to any third parties.

15.13. The Domain Names listed in Schedule 3 are all the domain names used in or in connection

with the Business of the Company as presently carried on.

15.14. No claim has been made by a third party which alleges that any of the operations of the

Company infringe the registered trademark of any third party, or which disputes the right of

the Company to use Company’s Trademark or Seller’s Trademark.

15.15. So far the Seller is aware, there is no civil, criminal, arbitration, administrative or other

proceedings or dispute in any jurisdiction concerning any of the Company’s Trademarks,

Company IP or Seller’s Trademarks.

16. Governmental Approvals

16.1. The Company possesses all material Approvals required under Applicable Laws that are

required to conduct the Business (including liquor licenses, permits under the respective

municipal laws within the cities etc.) as currently conducted, or ownership or operations of its

Assets as currently owned or operated, including required registrations under Tax laws in

India. The Company has performed all of its material obligations under each such Approval

and is in material compliance with all conditions in each such Approval. To the Seller and

Company’s knowledge, no event has occurred, or condition or state of facts exists which

constitutes or, after notice or lapse of time or both, would constitute a breach or default under,



or which would allow revocation or termination of, any such Approval. The Company has not

received written notice of cancellation, default or dispute concerning or amendment or

modification of any such Approval. All such Approvals subsist as of the Closing Date.

16.2. The Company is compliant with the Karnataka Fire Services Act, 1964 read with the

Notification dated 7 July 2011 (bearing number HD 33 SFB 2011) with respect to its outlets

in Bangalore located at (i) CMH Road, (ii) Sadashivnagar, (iii) Sahkarnagar, (iv)

Kormanagala, (v) Richmond Road, and (vi) Kammanahalli.

16.3. The Company does not store more than 1000 (thousand) litres of wine and beer in its stores

and is not required to include alcoholic beverages (i.e., beer and wine) as an approved trade /

article for sale for all of its outlets in Mumbai, under Section 394 of the Mumbai Municipality

Act, 1888.



SCHEDULE 5 | LIST OF LENDERS

1. Tata Capital Limited;

2. Yes Bank Limited;

3. Kotak Mahindra Bank Limited;

4. Axis Bank Limited; and

5. Ensemble Holdings and Finance Limited



SCHEDULE 6 | CONDITIONS PRECEDENT TO CLOSING

1. Delivered to the Purchaser, renewed lease agreements for the outlet located at: (i) Powai, and

(ii) Shop No. 33 (Kandivali), such that the term of the lease shall be a minimum of up to May 2024.

2. Delivered to the Purchaser, a lease termination agreement between the Company and GIL with

respect to the head office being utilised at the 3rd Floor at Godrej One (original leave and license

agreement dated 19 October 2015), wherein this lease termination agreement will be effective

2 (two) months from the Closing Date.

3. Permit the Purchaser to conduct a customary closing confirmatory due diligence of audited financial

statements for year ending 31st March 2019 and provisional financial statements as on the Closing

Date of the Company, or such other date feasible for review of the financial statements as well as

being as near to the Closing Date, which shall be conducted to verify the balances and to determine

the Actual Working Capital and Net Debt as on the Closing Date, as provided in Schedule 2

(Calculation of Purchase Price).

4. Having procured and delivered to the Purchaser the renewal of the Company’s liquor licenses (in

Form FL/BR II under the Bombay Foreign Liquor Rules, 1953) with respect to all outlets in

Mumbai which have expired on 31 March 2019, and are currently operating through a temporary

license till the end of April 2019. The Company shall ensure that the renewal of these liquor licenses

shall be for the entire duration of the financial year 2019-20.

5. Having procured and delivered to the Purchaser, the prior written consent of the respective licensors

of the following outlets / warehouses being used / occupied by the Seller as part of its Business in

Mumbai, Pune and Bangalore, to approve the change in control of the Company:

No. Location

Mumbai

1. Worli

2. High Street Phoenix

3. Phoenix Market City Kurla

4. Juhu

5. Hiranandani Meadows, Thane

6. Inorbit Malad

7. Garware

8. Mulund

9. Vile Parle

10. Vivarea



No. Location

11. WTC

12. JVLR

6. Having provided to the Purchaser, copies of the written intimations sent to the respective licensors

of the following outlets / warehouses being used / occupied by the Seller as part of its Business in

Mumbai, Pune and Bangalore, notifying the change in control of the Company:

No. Location

Mumbai

1. Dadar

2. Bandra East

Bangalore

3. Kormangala

4. New Whitefield

7. Having procured and delivered to the Purchaser valid (duly stamped and registered) and subsisting

leave and license agreement for the use of the premises at:

a. The warehouse in Bangalore, located at 87, Bidrahalli Hobli, Virgonagar Post,

Cheemasandra, Bangalore – 560049 (with Chandana Parvatha Chambers); and

b. its second warehouse in Bhiwandi located at Building No. 157, gala no. 6 to 10, Indian

Corporation Mankoli Naka Dapode Village, Opposite Gajanan Petrol Pump, Dapode,

Bhiwandi – 421 302.

8. Having procured and delivered to the Purchaser, the written confirmation from the Company on the

balance remaining to be paid to the top 20 vendors in terms of value as of 31 March 2019.

9. Repayment of the inter corporate loan of INR 4,00,00,000 (Indian Rupees four crores only), or any

additional amounts that may have been availed by the Company from the Sellers group entity,

Ensemble Holding & Finance Limited as on 30 April 2019, along with any associated interest

payment (as may be applicable), and the Company shall have received a written acknowledgment

from Ensemble Holding & Finance Limited stating that full and final settlement of all dues is

complete.

10. Having procured and delivered to the Purchaser adequate documentation, with corresponding

filings to applicable governmental authorities, for transferring the intellectual property rights of the

domain name https://www.naturesbasket.co.in/ from Godrej Agrovet Limited to the Company.

https://www.naturesbasket.co.in/



11. Having procured and delivered to the Purchaser a no claims letter from the Seller stating that no

amounts are due and pending by the Company to the Seller for the use of the Seller Trademarks by

the Company. Additionally, such letter shall also state that that all related party borrowings and

advances have been settled and all agreements between the Company and group entities of the Seller

which are not in the ordinary course of business are null and void, unless otherwise expressly stated

within this Agreement.

12. Ensure that any and all trademarks / intellectual property of the Company listed in Schedule 3, but

excluding the Seller’s Trademarks, which are owned by the other group entities of the Seller shall

be cancelled or assigned in favour of the Purchaser by making necessary filings / submissions with

the applicable authorities (with documentation of the same being delivered to the Purchaser), or be

transferred to the Purchaser / Company (only at the option of the Purchaser).

13. Having delivered to the Purchaser, all original trademark certificates and other IP registrations /

documents which are in the name of the Company, including inter alia, the delivery of the (i) source

code of the app/platform of the Seller providing an interface to its customers, and (ii) source code

of the programmes for monitoring the Company’s internal inventory.

14. Having procured and delivered to the Purchaser, the Company’s renewed Group Personal Accident

Insurance Policy with ICICI which expired on 31 December 2018. Further, the Company shall also

renew the 2 (two) insurance policies issued by HDFC ERGO General Insurance Company for (i)

coverage against, inter alia, damage caused by fire and burglary etc, with respect to about 30 outlets

(as provided in the annexure of this policy) set to expire on 15 May 2019, and (ii) Group Mediclaim

Policy coverage which expires on 30 April 2019.

15. Having procured and delivered to the Purchaser, valid and subsisting insurance policies for the

outlets located at: (i) High Street Phoenix, (ii) Dadar, (iii) Garware, (iv) Plant Godrej, and (v) DC

(in Bangalore).

16. Having procured and delivered to the Purchaser the certified true copies of the audited financial

accounts of the Company for the financial year 2018-19.

17. Company shall have entered into agreements with all those vendors and service providers for

software and hardware, whose services are currently used for the purposes of the Company but

whose agreements are with the Seller.

18. The License Agreement shall have been executed between the Seller, Purchaser and the Company

(and any other party as the Seller and Purchaser may agree).



19. The Escrow Agreement shall have been executed between the Seller, Purchaser and and a bank (as

an escrow agent, mutually acceptable to the Seller and the Purchaser).

20. The Company shall have paid all outstanding amounts payable by it to any medium and small -

scale enterprises vendor which is outstanding for 45 (forty five) days or more from the date of

invoice received.

21. The label “Godrej Nature’s Basket” registered in the name of Godrej Agrovet Ltd. with the

Trademarks Registry bearing certificate number 711528 under application number 1344915 shall

have been transferred/assigned to the Seller or any of its Affiliate (as decided by the Seller).

22. The Seller shall have procured the consent of the 6 individual shareholders jointly holding shares

with the Seller for transfer of such shares to the Purchaser in accordance with the Agreement.



SCHEDULE 7 | LIST OF RELATED PARTY TRANSACTIONS OF THE COMPANY


PERIOD ENDED: May 17, 2019

Related Party Transactions

# Relation Holding

Compan

y of

NBL

Ultima

te

Holdin

g

Compa

ny

Subsidi

ary of

GIL

Subsidi

ary of

GIL

Subsidi

ary of

GIL

Other

related

parties

Other

related

parties

Other

related

parties

#

#

Transaction

s

Godrej

Industri

es Ltd.

Godrej

&

Boyce

Mfg.

Co.

Ltd

Godrej

Agrove

t Ltd.

Godrej

Propert

ies Ltd.

Godrej

Infotec

h Ltd

Anam

udi

Real

Estate

s LLP

Godrej

One

Premise

s

Creaml

ine

Dairy

Pvt.

Ltd,

1 Issue of

Share

Capital

- - - - - - - -

2 ICD Taken - - - - - - - -

3 ICD Repaid - - - - - - - -

4 ICD Given - - - - - - - -

5 ICD

Received

Back

- - - - - - - -

6 ICD

Closing

Balance

Payable

- - - - - - - -

7 ICD

Closing

Balance

Receivable

- - - - - - - -

8 Interest

Expense On

ICD

- - -

- - - - -

9 Interest

Income On

ICD

- - - - - - - -

1

0

Expenses

Charged by

other

Companies

6,203,6

99

2,950

-

-

-

-

1,138,0

75

-

1

1

Reimburse

ments made

to other



Companies

1

2

Expenses

Charged to

other

Companies

1

3

Purchase of

Fixed assets

1

4

Sale of

Traded

Goods

7,370

99,881

28,438

37,761

1

5

Security

Deposits

paid

- - - - - - - -

1

6

Security

Deposits

Receivable

600,000

- - - - - - -

1

7

Outstanding

Payables

(Vendor

Bal)

(1,253,9

20)

1

8

Outstanding

receivables

(5,403,3

29)

375,59

7

11,777

1,318,6

00

-

-

1

9

Remunerati

on

- - - - - - - -

2

0

Sitting Fees - - - - - - - -


PERIOD ENDED: May 17, 2019

Related Party Transactions

# Relation Other

related

parties

Other

related

parties

Subsid

iary of

GIL

Key

Manage

ment

Personn

el

Key

Manage

ment

Personn

el

Key

Manage

ment

Personn

el

Indepen

dent

Directo

r

Indepen

dent

Directo

r

#

#

Transactio

ns

Astec

Lifescie

nces

Ltd.

Godve

t

Agroc

hem

Ltd.

Ensem

ble

Holdin

gs &

Financ

e Ltd.

Mrs.

Avani

V.

Davda

Mr.

Sumit

Zaveri

Nikita

Shah

Sandee

p

Murthy

Sandee

p

Barasia

1 Issue of

Share

Capital

- - - - - - - -



2 ICD

Taken

- - - - - - - -

3 ICD

Repaid

- - - - - - - -

4 ICD Given - - - - - - - -

5 ICD

Received

Back

- - - - - - - -

6 ICD

Closing

Balance

Payable

- -

40,000

,000

- - - - -

7 ICD

Closing

Balance

Receivable

- - - - - - - -

8 Interest

Expense

On ICD

- -

463,56

2

- - - - -

9 Interest

Income

On ICD

- - - - - - - -

1

0

Expenses

Charged

by other

Companie

s

-

-

-

- - - - -

1

1

Reimburse

ments

made to

other

Companie

s

- - - - - - - -

1

2

Expenses

Charged to

other

Companie

s

- - - - - - - -

1

3

Purchase

of Fixed

assets

- - - - - - - -



1

4

Sale of

Traded

Goods

- - - - - - - -

1

5

Security

Deposits

paid

- - - - - - - -

1

6

Security

Deposits

Receivable

- - - - - - - -

1

7

Outstandin

g Payables

(Vendor

Bal)

- - - - - - - -

1

8

Outstandin

g

receivable

s

- - - - - - - -

1

9

Remunerat

ion

- - -

3,399,4

52

1,998,4

66

91,167

- -

2

0

Sitting

Fees

- - - - - - 200000 100000



SCHEDULE 8 | LIST OF PERSONS TO TRANSFER LIQUOR LICENSES

1. The license under shops and establishments Act for the Aundh store is in the name of ex-

employee Mohit Khattar;

2. The wine license for the Aundh store is in name of ex-employee Sudhir Kadav.

3. Following signage licences are in name of ex-employees

No Store Name of ex-employee

1. Lokhandwala Mohit Khattar, A.Mahendran

2. Powai Mohit Khattar, A.Mahendran

3. Prabhadevi Mohit Khattar, A.Mahendran



SCHEDULE 9 | DETAILS OF PROCEEDINGS IN RELATION TO THE COMPANY’S IP

Trad

emar

k

Word

mark

Label Cl

as

se

s

A

p

pl

ie

d

Applic

ation

numbe

r

Description Status

Word

mark

Label

Nature's Basket

Wor

dmar

k

Nature

s

Basket

NA 29 363663

2

PRESERVED, DRIED,

CANNED, TINNED AND

COOKED FRUITS AND

VEGETABLES ; FRUIT

SNACKS; CHIPS

INCLUDING FRUIT

CHIPS, POTATO CHIPS

AND POTATO CRISPS;

POTATO FLAKES;

POTATO-BASED

SNACKS; SNACK MIX

CONSISTING

PRIMARILY OF

PROCESSED FRUITS,

PROCESSED NUTS AND

RAISINS; DRY FRUITS,

KISMIS & DATES;

JELLIES, JAMS, SOUPS,

MILK & DAIRY

PRODUCTS; FOODS

MADE FROM MILK

PRODUCTS; EDIBLE

OILS FOR COOKING

FOODSTUFF; BUTTER;

GHEE; CHEESE;

CREAMS; PICKLES;

VEGETABLE SOUP

PREPARATIONS; BABY

CORN, PROCESSED

;SWEET CORN-BASED

SNACK FOODS;

ROASTED NUTS; FRUIT

CHIPS, FROSTED

FRUITS, FROZEN

FRUITS, FRUIT PULP;

OBJE

CTED

NA



VEGETABLE-BASED

SNACK FOODS; READY

–TO-EAT MEALS;

PRESERVED, CANNED,

TINNED, DRIED

PULSES; LOW FAT

DAIRY SPREADS.

31 363663

4

AND FORESTRY

PRODUCTS AND

GRAINS NOT

INCLUDED IN OTHER

CLASSES; LIVE

ANIMALS; FRESH

FRUITS, FRUIT NUTS,

AND VEGETABLES,

SEEDS; NATURAL

PLANTS AND

FLOWERS,

MUSHROOMS;

FOODSTUFFS FOR

ANIMALS; FRESH

MINT.

OBJE

CTED

NA

Healthy Alternatives

Wor

dmar

k &

Labe

l

Health

y

Altern

atives

5 Wordm

ark -

246358

0

INFANTS` AND

INVALIDS` FOODS;

DIETETIC FOOD

PRODUCTS; PROTEIN

CONCENTRATES FOR

USE AS NUTRITIONAL

ADDITIVES TO

FOODSTUFFS AND FOR

DIETETIC FOODS;

BIOLOGICAL FOOD

PRODUCTS; DIET

MEAL; DIGESTIVE

DROPS; DIETETIC

FLOUR; MEDICATED

LOZENGES;

MEDICATED TEA;

PHARMACEUTICAL

FOODS; SALTS

INCLUDED IN CLASS 5;

MEDICATED OR

VITAMIN AND

NUTRITIONALLY

FORTIFIED

BEVERAGES;

OPPO

SED



PHARMACEUTICAL

STIMULANTS;

MEDICINAL AND

PHARMACEUTICAL

PREPARATIONS.

31 246358

4

AGRICULTURAL,

HORTICULTURAL AND

FORESTRY PRODUCTS

AND GRAINS NOT

INCLUDED IN OTHER

CLASSES; LIVE

ANIMALS; FRESH

FRUITS, FRUIT NUTS,

AND VEGETABLES,

PEAS, SEEDS.

NATURAL PLANTS

AND FLOWERS,

MUSHROOMS;

FOODSTUFFS FOR

ANIMALS; MALT;

SCENTED SUPARI

(BETALNUT); PAN

MASALA; MUKHWAS;

MOUTH FRESHENERS.

OPPO

SED

Labe

l

NA

29 361980

1

PROCESSED,

PRESERVED, CANNED

AND DRIED FRUITS

AND VEGETABLES;

DATES; DRY FRUITS &

NUTS ; ORGANIC DRY

FRUITS & NUTS;

FRUITS & VEGETABLE

JUICES; MILK AND

MILK PRODUCTS;

GHEE, YOGHURT; NUT

BUTTERS; DIPS;

PULSES; ORGANIC OIL

FOR USE IN COOKING

AND FOOD

PREPARATION; EDIBLE

OILS; EGGS; ORGANIC

PULSES.

NA OBJE

CTED



30 361980

3

BREADS, BISCUITS,

CRACKERS, COOKIES;

ROASTED SEEDS,

ROASTED SNACKS;

GRANOLAS; ORGANIC

CEREALS & FLOURS;

ORGANIC SALT,

ORGANIC SUGAR,

ORGANIC NATURAL

SWEETENERS,

ORGANIC SNACKS,

ORGANIC VINEGAR;

BREAKFAST CEREALS;

PASTA; NOODLES;

INSTANT MIXES;

SAUCES; VINEGAR;

HONEY; TEA;

NAMKEEN; SALT;

NATURAL

SWEETENERS, SUGAR;

ORGANIC SPICES,

SPICES, ORGANIC

PASTA, CEREALS &

FLOURS, SNACKS.

OBJE

CTED

35 RETAILING,

MARKETING,

WHOLESALE

DISTRIBUTORSHIP AND

ORDERING SERVICES

CONNECTED WITH

PROCESSED,

PRESERVED, CANNED

AND DRIED FRUITS

AND VEGETABLES;

DATES; DRY FRUITS &

NUTS ; ORGANIC DRY

FRUITS & NUTS;

FRUITS & VEGETABLE

JUICES; MILK AND

MILK PRODUCTS;

GHEE, YOGHURT; NUT

BUTTERS; DIPS;

PULSES; ORGANIC OIL

FOR USE IN COOKING

AND FOOD

PREPARATION; EDIBLE

OILS; EGGS; ORGANIC

PULSES; BREADS,

BISCUITS, CRACKERS,

COOKIES; ROASTED

NA OBJE

CTED



SEEDS, ROASTED

SNACKS; GRANOLAS;

ORGANIC CEREALS &

FLOURS; ORGANIC

SALT, ORGANIC

SUGAR, ORGANIC

NATURAL

SWEETENERS,

ORGANIC SNACKS,

ORGANIC VINEGAR;

BREAKFAST CEREALS;

PASTA; NOODLES;

INSTANT MIXES;

SAUCES; VINEGAR;

HONEY; TEA;

NAMKEEN; SALT;

NATURAL

SWEETENERS, SUGAR;

ORGANIC SPICES,

SPICES, ORGANIC

PASTA, CEREALS &

FLOURS, SNACKS;

ORGANIC

AGRICULTURAL

PRODUCTS, ORGANIC

RAW SEEDS; OATS;

RAW SEEDS.

L' Exclusif Selection

L'Excl

usif

30 330336

4 (Wor

dmark)

&

330337

9

(Label)

COOKED, BAKED OR

FRIED FOOD FOR

HUMAN

CONSUMPTION

INCLUDED IN CLASS

30; BAKERY

PRODUCTS; BISCUITS,

CONFECTIONERY,

CHOCOLATES; BREAD,

CAKE AND PASTRY;

SNACK FOODS; SWEET,

SWEETMEATS;

ENERGY BARS &

CERAL BARS; FOOD

PRODUCTS BASED ON

FLOUR, RICE AND

CEREALS; WHEAT &

WHEAT FLOUR; RICE;

HONEY; COFFEE, TEA,

OBJE

CTED

OBJE

CTED



COCOA, SUGAR, CORN

FLAKES AND OAT

FLAKES; CEREALS;

FLOURS OF CEREALS;

FROZEN DESSERTS;

NOODLES AND OTHER

PASTA PRODUCTS;

PUDDINGS, SYRUPS,

SAUCES, CONDIMENTS;

INSTANT FOOD MIXES;

PERMITTED FOOD

FLAVOURS, ESSENCES

AND COLOURS; SPICES

& PULSES; CURRY

POWDERS, ICE CREAM

& ICE CREAM MIX.

World Chef

Wor

dmar

k &

Labe

l

World

Chef

29 Wordm

ark-

330336

8

PRESERVED, DRIED,

COOKED, FROZEN,

CANNED AND

DEHYDRATED FRUITS

& VEGETABLES;

FRUITS & VEGETABLES

IN THE FORM OF

EXTRACTS, POWDER,

SOUPS; JELLIES; JAMS;

PASTES; PRESERVES;

PICKLES; POTATO

CHIPS; FROZEN OR

DEHYDRATED

PRESERVES; FRUIT

SAUCES, EGGS; MEAT,

FISH, POULTRY AND

GAME; MILK, MILK

POWDER, MILK

SUBSTITUTES & DAIRY

PRODUCTS; PROTEIN

PREPARATIONS FOR

FOOD INCLUDED IN

CLASS 29; NUT, FRUIT

OR VEGETABLE-BASED

SNACK FOODS

(FROZEN OR NON-

FROZEN); NUTS, DRY

FRUITS, KISMIS &

DATES; EDIBLE OILS

AND FATS; READY –

TO-EAT MEALS; DRIED

AND PROCESSED

OPPO

SED



SEEDS; FOOD STUFFS

INCLUDED IN CLASS

29.

30 330336

9 (Wor

dmark)

&

330338

4

(Label)

COOKED, BAKED OR

FRIED FOOD FOR

HUMAN

CONSUMPTION

INCLUDED IN CLASS

30; BAKERY

PRODUCTS; BISCUITS,

CONFECTIONERY,

CHOCOLATES; BREAD,

CAKE AND PASTRY;

SNACK FOODS; SWEET,

SWEETMEATS;

ENERGY BARS &

CERAL BARS; FOOD

PRODUCTS BASED ON

FLOUR, RICE AND

CEREALS; WHEAT &

WHEAT FLOUR; RICE;

HONEY; COFFEE, TEA,

COCOA, SUGAR, CORN

FLAKES AND OAT

FLAKES; CEREALS;

FLOURS OF CEREALS;

FROZEN DESSERTS;

NOODLES AND OTHER

PASTA PRODUCTS;

PUDDINGS, SYRUPS,

SAUCES, CONDIMENTS;

INSTANT FOOD MIXES;

PERMITTED FOOD

FLAVOURS, ESSENCES

AND COLOURS; SPICES

& PULSES; CURRY

POWDERS, ICE CREAM

& ICE CREAM MIX.

OBJE

CTED

OBJE

CTED

31 330337

0 (Wor

dmark)

&

330338

5

(Label)

AGRICULTURAL,

HORTICULTURAL AND

FORESTRY PRODUCTS

AND GRAINS NOT

INCLUDED IN OTHER

CLASSES; LIVE

ANIMALS; FRESH

FRUITS, FRUIT NUTS,

AND VEGETABLES,

PEAS, SEEDS.

OBJE

CTED

OPPO

SED



NATURAL PLANTS

AND FLOWERS,

MUSHROOMS;

FOODSTUFFS FOR

ANIMALS; MALT;

SCENTED SUPARI

(BETALNUT); PAN

MASALA; MUKHWAS;

MOUTH FRESHENERS.

32 330337

1 (Wor

dmark)

&

330338

6

(Label)

MINERAL & AERATED

WATERS & OTHER

NON-ALCOHOLIC

DRINKS, PACKAGED

DRINKING WATER;

BEER, ALE & PORTER;

SYRUPS, BEVERAGES &

PREPARATIONS FOR

MAKING BEVERAGES,

NON-ALCOHOLIC

FRUIT EXTRACTS,

FRUIT JUICES; SOFT

DRINKS, SHERBETS,

SODA WATER.

OPPO

SED

OPPO

SED

35 330337

2 (Wor

dmark)

&

330338

7

(Label)

RETAILING,

MARKETING,

WHOLESALE

DISTRIBUTORSHIP AND

ORDERING SERVICES

CONNECTED WITH

PRESERVED & PACKED

FOOD

PRODUCTS,GROCERY,

NON- ALCOHOLIC

DRINKS, DAIRY

PRODUCTS, EDIBLE

OILS, FRUITS &

VEGETABLES, BAKERY

PRODUCTS, COOKED

FOOD PRODUCTS;

NOODLES & PASTA

PRODUCTS, CEREALS,

CEREAL

PREPARATIONS,

PULSES, TEA,

COFFEE,SPICES,

AGRICULTURAL

PRODUCTS,

DEPARTMENTAL

STORES; ADVERTISING

OPPO

SED

OPPO

SED



& PROMOTIONAL

SERVICES FOR

OTHERS; TRADE FAIRS

& EXHIBITIONS FOR

ADVERTISING

PURPOSE, PROMOTION

OF GOODS & SERVICES

OF OTHERS THROUGH

COMPUTER NETWORK,

WEBSITE, TELEPHONE,

RADIO & TELEVISION.

Desi Nature

Wor

dmar

k &

Labe

l

Desi

Nature

29 330335

8 (Wor

dmark)

&

330337

3

(Label)

PRESERVED, DRIED,

COOKED, FROZEN,

CANNED AND

DEHYDRATED FRUITS

& VEGETABLES;

FRUITS & VEGETABLES

IN THE FORM OF

EXTRACTS, POWDER,


PASTES; PRESERVES;

PICKLES; POTATO

CHIPS; FROZEN OR

DEHYDRATED

PRESERVES; FRUIT

SAUCES, EGGS; MEAT,

FISH, POULTRY AND

GAME; MILK, MILK

POWDER, MILK

SUBSTITUTES & DAIRY

PRODUCTS; PROTEIN

PREPARATIONS FOR

FOOD INCLUDED IN


OR VEGETABLE-BASED

SNACK FOODS

(FROZEN OR NON-

FROZEN); NUTS, DRY

FRUITS, KISMIS &

DATES; EDIBLE OILS

AND FATS; READY –

TO-EAT MEALS; DRIED

AND PROCESSED

SEEDS; FOOD STUFFS

INCLUDED IN CLASS

29.

OBJE

CTED

OBJE

CTED



30 330335

9 (Wor

dmark)

&

330337

4

(Label)

COOKED, BAKED OR

FRIED FOOD FOR

HUMAN

CONSUMPTION

INCLUDED IN CLASS

30; BAKERY

PRODUCTS; BISCUITS,

CONFECTIONERY,

CHOCOLATES; BREAD,

CAKE AND PASTRY;

SNACK FOODS; SWEET,

SWEETMEATS;

ENERGY BARS &

CERAL BARS; FOOD

PRODUCTS BASED ON

FLOUR, RICE AND

CEREALS; WHEAT &

WHEAT FLOUR; RICE;

HONEY; COFFEE, TEA,

COCOA, SUGAR, CORN

FLAKES AND OAT

FLAKES; CEREALS;

FLOURS OF CEREALS;

FROZEN DESSERTS;

NOODLES AND OTHER

PASTA PRODUCTS;

PUDDINGS, SYRUPS,

SAUCES, CONDIMENTS;

INSTANT FOOD MIXES;

PERMITTED FOOD

FLAVOURS, ESSENCES

AND COLOURS; SPICES

& PULSES; CURRY

POWDERS, ICE CREAM

& ICE CREAM MIX.

OBJE

CTED

OBJE

CTED

32 330336

1 (Wor

dmark)

&

330337

6

(Label)

MINERAL & AERATED

WATERS & OTHER

NON-ALCOHOLIC

DRINKS, PACKAGED

DRINKING WATER;

BEER, ALE & PORTER;

SYRUPS, BEVERAGES &

PREPARATIONS FOR

MAKING BEVERAGES,

NON-ALCOHOLIC

FRUIT EXTRACTS,

FRUIT JUICES; SOFT

DRINKS, SHERBETS,

SODA WATER.

OBJE

CTED



Get Natures Best

Labe

l

NA

29

333664

5

(Label)

PRESERVED, DRIED,

COOKED, FROZEN,

CANNED AND

DEHYDRATED FRUITS

& VEGETABLES;

FRUITS & VEGETABLES

IN THE FORM OF

EXTRACTS, POWDER,


PASTES; PRESERVES;

PICKLES; POTATO

CHIPS; FROZEN OR

DEHYDRATED

PRESERVES; FRUIT

SAUCES, EGGS; MEAT,

FISH, POULTRY AND

GAME; MILK, MILK

POWDER, MILK

SUBSTITUTES & DAIRY

PRODUCTS; PROTEIN

PREPARATIONS FOR

FOOD INCLUDED IN


OR VEGETABLE-BASED

SNACK FOODS

(FROZEN OR NON-

FROZEN); NUTS, DRY

FRUITS, KISMIS &

DATES; EDIBLE OILS

AND FATS; READY –

TO-EAT MEALS; DRIED

AND PROCESSED

SEEDS; FOOD STUFFS

INCLUDED IN CLASS

29.

NA OBJE

CTED



30

333664

6

(Label)

COOKED, BAKED OR

FRIED FOOD FOR

HUMAN

CONSUMPTION

INCLUDED IN CLASS

30; BAKERY

PRODUCTS; BISCUITS,

CONFECTIONERY,

CHOCOLATES; BREAD,

CAKE AND PASTRY;

SNACK FOODS; SWEET,

SWEETMEATS;

ENERGY BARS &

CERAL BARS; FOOD

PRODUCTS BASED ON

FLOUR, RICE AND

CEREALS; WHEAT &

WHEAT FLOUR; RICE;

HONEY; COFFEE, TEA,

COCOA, SUGAR, CORN

FLAKES AND OAT

FLAKES; CEREALS;

FLOURS OF CEREALS;

FROZEN DESSERTS;

NOODLES AND OTHER

PASTA PRODUCTS;

PUDDINGS, SYRUPS,

SAUCES, CONDIMENTS;

INSTANT FOOD MIXES;

PERMITTED FOOD

FLAVOURS, ESSENCES

AND COLOURS; SPICES

& PULSES; CURRY

POWDERS, ICE CREAM

& ICE CREAM MIX.

NA OBJE

CTED

31

333664

7

(Label)

AGRICULTURAL,

HORTICULTURAL AND

FORESTRY PRODUCTS

AND GRAINS NOT

INCLUDED IN OTHER

CLASSES; LIVE

ANIMALS; FRESH

FRUITS, FRUIT NUTS,

AND VEGETABLES,

PEAS, SEEDS.

NATURAL PLANTS

AND FLOWERS,

MUSHROOMS;

FOODSTUFFS FOR

ANIMALS; MALT;

NA REFU

SED



SCENTED SUPARI

(BETALNUT); PAN

MASALA; MUKHWAS;

MOUTH FRESHENERS.

32

333664

8

(Label)

MINERAL AND

AERATED WATERS

AND OTHER NON-

ALCOHOLIC DRINKS,

PACKAGED DRINKING

WATER; BEER, ALE

AND PORTER; SYRUPS,

BEVERAGES AND

PREPARATIONS FOR

MAKING BEVERAGES,

NON-ALCOHOLIC

FRUIT EXTRACTS,

FRUIT JUICES; SOFT

DRINKS, SHERBETS,

SODA WATER

NA OBJE

CTED

35

333664

9

(Label)

RETAILING,

MARKETING,

WHOLESALE

DISTRIBUTORSHIP AND

ORDERING SERVICES

CONNECTED WITH

PRESERVED & PACKED

FOOD

PRODUCTS,GROCERY,

NON- ALCOHOLIC

DRINKS, DAIRY

PRODUCTS, EDIBLE

OILS, FRUITS &

VEGETABLES, BAKERY

PRODUCTS, COOKED

FOOD PRODUCTS;

NOODLES & PASTA

PRODUCTS, CEREALS,

CEREAL

PREPARATIONS,

PULSES, TEA,

COFFEE,SPICES,

AGRICULTURAL

PRODUCTS,

DEPARTMENTAL

STORES; ADVERTISING

& PROMOTIONAL

SERVICES FOR

OTHERS; TRADE FAIRS

& EXHIBITIONS FOR

NA OBJE

CTED



ADVERTISING

PURPOSE, PROMOTION

OF GOODS & SERVICES

OF OTHERS THROUGH

COMPUTER NETWORK,

WEBSITE, TELEPHONE,

RADIO & TELEVISION.

Fresh Everyday

Labe

l

NA

29

347652

6

(Label)

PRESERVED, DRIED,

COOKED, FROZEN,

CANNED AND

DEHYDRATED FRUITS

& VEGETABLES;

FRUITS & VEGETABLES

IN THE FORM OF

EXTRACTS, POWDER,


PASTES; PRESERVES;

PICKLES; POTATO

CHIPS; FROZEN OR

DEHYDRATED

PRESERVES; FRUIT

SAUCES, EGGS; MEAT,

FISH, POULTRY AND

GAME; MILK, MILK

POWDER, MILK

SUBSTITUTES & DAIRY

PRODUCTS; PROTEIN

PREPARATIONS FOR

FOOD INCLUDED IN


OR VEGETABLE-BASED

SNACK FOODS

(FROZEN OR NON-

FROZEN); NUTS, DRY

FRUITS, KISMIS &

DATES; EDIBLE OILS

AND FATS; READY –

TO-EAT MEALS; DRIED

AND PROCESSED

SEEDS; FOOD STUFFS

INCLUDED IN CLASS 29

NA OBJE

CTED



30

347652

7

(Label)

COOKED, BAKED OR

FRIED FOOD FOR

HUMAN

CONSUMPTION

INCLUDED IN CLASS

30; BAKERY

PRODUCTS; BISCUITS,

CONFECTIONERY,

CHOCOLATES; BREAD,

CAKE AND PASTRY;

SNACK FOODS; SWEET,

SWEETMEATS;

ENERGY BARS &

CERAL BARS; FOOD

PRODUCTS BASED ON

FLOUR, RICE AND

CEREALS; WHEAT &

WHEAT FLOUR; RICE;

HONEY; COFFEE, TEA,

COCOA, SUGAR, CORN

FLAKES AND OAT

FLAKES; CEREALS;

FLOURS OF CEREALS;

FROZEN DESSERTS;

NOODLES AND OTHER

PASTA PRODUCTS;

PUDDINGS, SYRUPS,

SAUCES, CONDIMENTS;

INSTANT FOOD MIXES;

PERMITTED FOOD

FLAVOURS, ESSENCES

AND COLOURS; SPICES

& PULSES; CURRY

POWDERS, ICE CREAM

& ICE CREAM MIX.

NA OBJE

CTED

31

347652

8

(Label)

AGRICULTURAL,

HORTICULTURAL AND

FORESTRY PRODUCTS

AND GRAINS NOT

INCLUDED IN OTHER

CLASSES; LIVE

ANIMALS; FRESH

FRUITS, FRUIT NUTS,

AND VEGETABLES,

PEAS, SEEDS.

NATURAL PLANTS

AND FLOWERS,

MUSHROOMS;

FOODSTUFFS FOR

ANIMALS; MALT;

NA OBJE

CTED



SCENTED SUPARI

(BETALNUT); PAN

MASALA; MUKHWAS;

MOUTH FRESHENERS.

35

347653

0

(Label)

RETAILING,

MARKETING,

WHOLESALE

DISTRIBUTORSHIP &

ORDERING SERVICES

CONNECTED WITH

PRESERVED & PACKED

FOOD

PRODUCTS,GROCERY,

NON- ALCOHOLIC

DRINKS, DAIRY

PRODUCTS, EDIBLE

OILS, FRUITS &

VEGETABLES, BAKERY

PRODUCTS, COOKED

FOOD PRODUCTS;

NOODLES AND PASTA

PRODUCTS, CEREALS,

CEREAL

PREPARATIONS,

PULSES, TEA,

COFFEE,SPICES,

AGRICULTURAL

PRODUCTS,

DEPARTMENTAL

STORES; ADVERTISING

& PROMOTIONAL

SERVICES FOR

OTHERS; TRADE FAIRS

& EXHIBITIONS FOR

ADVERTISING

PURPOSE, PROMOTION

OF GOODS & SERVICES

OF OTHERS THROUGH

COMPUTER NETWORK,

WEBSITE, TELEPHONE,

RADIO & TELEVISION

NA OBJE

CTED

List of Trademark Opposed by

Seller

No NAM

E OF

THE

TRAD

APP. NO. C

L

A

S

OPPO

SED

BY

CURRENT STATUS



E

MAR

K

S

1 NATU

RE'S

SECR

ET

3973151 29 Godrej

Industri

es Ltd

OPPOSED

2 NATU

RE’S

BUCK

ET

3316450 29 Godrej

Industri

es Ltd

OPPOSED

3 CHEN

NAIB

ASKE

T

2835319 35 Godrej

Industri

es Ltd

opposed on 29.3.2019

4 GREE

N

BASK

ET

3942666 31 Godrej

Industri

es Ltd

opposed on 7.3.2019

5 NATU

RE’S

BUCK

ET

3343969 30 Godrej

Industri

es Ltd

opposed on 8.5.2019



SCHEDULE 10 | LIST OF SOFTWARE LICENSES

Software in the name of the Company

1. SAP (licenses as follows)

Professional Limited

Professional

Limited

Professional

(Retail Stores

functionality)

Shop

floor

5 10 30

26 9

5

5

40

76 19 30 5

2. POS (Intellect) application (earlier known as Polaris)

3. Ecommerce App – Customer Facing (Android & IOS)

4. Ecommerce App / Home Delivery App – Backend order management system

5. NPS (Customer Satisfaction Survey) – Internally developed

6. IPro (Internal inventory management and ticketing system)

7. Website (Internally Developed)

8. Visual Merchandising Content Management (Internally Developed)

3rd Party Applications used by the Company

1. Tableau (Business Intelligence)

2. Loyalty Management System of Capillary

3. Gift Card system of Quilcilver

4. Legatrix (Compliance Tracking)

5. Pinelabs (Store EDC / Payment Services)

6. Pay U (Payment Gateway)

7. Microsoft Subscription (as follows)

Product NB Qty

M365 E3 Unified ShrdSvr ALNG SubsVL MVL PerUsr 3

M365E5Security ShrdSvr ALNG SubsVL MVL PerUsr 3

O365E3 ShrdSvr ALNG SubsVL MVL PerUsr 272

EntMobandSecE3Full ShrdSvr ALNG SubsVL MVL PerUsr 272

AzureActvDrctryPremP1 ShrdSvr ALNG SubsVL MVL PerUsr 15

ExchgOnlnPlan1 ShrdSvr ALNG SubsVL MVL PerUsr 15

O365ATP ShrdSvr ALNG SubsVL MVL PerUsr 287



SCHEDULE 11 | LIST OF OUTLETS OF THE COMPANY

No Location

Mumbai

1. Worli

2. High Street Phoenix

3. Phoenix Market City Kurla

4. Juhu

5. Zenia, Hiranandani Estate

6. Hiranandani Meadows, Thane

7. Hiranandani Business Park, Powai

8. Inorbit Malad

9. Dadar

10. Garware*

11. Bandra East

12. Mulund

13. Vile Parle

14. Vivarea

15. WTC

16. Godrej One (Outlet)

17. JVLR

18. Bandra West

19. Chembur (East)

20. Warden

21. Oberoi

22. Planet Godrej

23. Churchgate

24. Kandivali, Shop No. 32, 33, 34, 35 and 36

25. Warehouse – Bhiwandi, Thane

26. Lokhandwala

27. Prabhadevi#

28. Godrej One (Head Office)##

Pune

29. Aundh

30. Ghorpadi



* Operating Agreement

# The Leave and license agreement for store situated at Prabhadevi is expired 15th March 2019,

however the operations of the store are continuing. The renewed leave and license agreement is

pending execution and registration.

## This property is used for registered office and not a retail outlet.

Bangalore

31. Sadashivnagar

32. Richmond

33. New CMH Road

34. Sahakarnagar

35. Kammanhalli

36. Kormangala

37. New Whitefield

38. GSR Road

39. New DC



SCHEDULE 12 | CONDITIONS SUBSEQUENT TO CLOSING

1. The Purchaser shall within a period of 15 (fifteen) days from the Closing Date intimate the

change in control of the Company along with potential changes in directors and/or managers to

the regional provident fund commissioner as required under the Employees’ Provident Fund

Scheme 1952.

2. The Purchaser shall within a period of 30 (thirty) days from the Closing Date intimate the

relevant authorities of any change in control / other change in details of the Seller, under (i)

Payment of Gratuity Act, 1972, (ii) Maharashtra Shops and Establishments Act, and (iii)

Karnataka Shops and Establishments Act.

3. The Purchaser shall within a period of 90 (ninety) days from the Closing Date intimate the

Ministry of Commerce of a change in constitution of the Seller.

4. The Company shall have provided written intimation to and procured acknowledgement of the

same from One97 Communications Private Limited, and any other payment gateway whose

services are being engaged by the Company, with respect to the change in control of the

Company.



SCHEDULE 13 | LIST OF KEY MANAGERIAL PERSONNEL

1. Avani Davda (MD)

2. Sumit Zaveri (CFO)

3. Nikita Shah (CS)



SCHEDULE 14 | EMPLOYEES HAVING POA ISSUED BY COMPANY

1. Avani Davda

2. Sumit Zaveri

3. Ajay Bhat

4. Sanketh Koka

5. Arshad Saiyed

6. Prashant Phanse

7. Aditya Saraswat



SCHEDULE 15 | CALCULATION OF ACTUAL WORKING CAPITAL

Actual Working Capital shall be calculated as follows:

Particulars Dec18

Mar19

Add: Inventories

Note 1. A process for physical verification of inventory would be agreed 10

(ten) days prior to the Closing Date. Shortages will be reduced from the

inventory value and excess inventory will be added to the inventory value

Note 2. Pursuant to a physical verification of inventory (as mentioned in the

note above), any additional damaged and expired items identified to be

provided for.

Apart from above mentioned adjustment, there will be no other adjustment

based on physical verification of inventory.

317 334

Add: Trade receivables

Note 1*: Trade receivable should not include any institutional sales related

receivable.

Note 2: It should not include any receivable from Godrej Group or other related

parties.

Note 3*: It should not include any receivable from sale of products from stores

and distribution centre aged more than 30 days and other income receivable

(listing fee, display income, back margins) aged more than 90 days. Such

ageing to be computed based on invoice date.

59 42

Add: Current and non-current loans and other assets (Security Deposits

and Employee loans, prepaid expenses, balances with Government

authorities, Advance to vendors, deposits and other receivable)

Note 1*: This should not include any security deposits pertaining to closed store

and pertaining to the corporate office

Note 2: Unamortized borrowing cost to be excluded from this balance

Note 3*: Amount / deposit paid toward tax litigations would be excluded from

this balance

Note 4*: This should not include any balances pertaining to closed stores

Note 5: This should not include any capital advance

Note 6*: This should not include any direct tax balances

Note 7*: Vendor advances should be realisable in normal course of business

and should not include any balance over 60 days from document date.

306 286

Less: Trade payables (amount under note 1 to 4 will be reduced from trade

payable)

Note 1: All trade payable (other than MSME parties and wine & beer vendor)

outstanding for more than 90 days from invoice date.

Note 2: All payable related to MSME vendor outstanding for more than 45 days

from invoice date.

Note 3: Payable (included under trade payable and non-trade payable) to wine

& beer vendor minus wine & beer inventory minus one week of wine & beer

sales (net of 15% margin) minus advance paid to wine & beer vendors.

Note 4: All trade payable to be provided on accrual basis.

For clarity any trade payable excluded from computation of Actual Working

Capital would be considered in computation of “net debt”:

(288) (368)

Less: Current and non-current financial liabilities, other liabilities and

provisions

Note 1: Capital creditors for stores that are operational would be excluded.

Note 2: Interest liability would be excluded

Note 3: Non-trade payables outstanding for more than 90 days and annual/one-

off payables included under non-trade payable would be excluded

Note 4: Provision for VAT and service tax related litigation would be excluded

Note 5: Provision for gratuity and un-availed leaves would be excluded

(118) (76)



Note 6: All other current financial liabilities and other current liabilities to be

provided on accrual basis.

For clarity any other current financial liabilities and other current liabilities

excluded from computation of Actual Working Capital would be considered in

computation of net debt except for item under Note 4 (i.e. provision for VAT

and service tax litigation).

Actual Working Capital 276 218

Foot notes

▪ Above numbers have been presented for illustration after considering all the above notes.

▪ Items with a ‘*’ indicate that such items are subject to the post Closing Purchase Price adjustment as stipulated

in Clause Error! Reference source not found.. Seller will provide detailed break up of all items marked

with (*) including invoice reference and date.

▪ Additionally, with respect to the calculation of Actual Working Capital, and for the purposes of ensuring

abundant clarity, it is agreed and understood by the Parties that all short term and long term liabilities as on

the Closing Date, to the extent not considered in Net Debt, would be considered in computation of Actual

Working Capital.



SCHEDULE 16 | CALCULATION OF NET DEBT

Net debt shall be calculated as follows:

Particulars Dec18 Mar19

Add: Non-current borrowings 676 644

Add: Current borrowings (including inter corporate deposit) 235 200

Add: Current maturities of secured long-term debt 101 109

Add: Debt like items

1: Liability towards capital creditors and commitments for stores that are

operational

2: Trade payables (other than MSME and wine & beer vendors) outstanding for

more than 90 days from the invoice date

3. Wine & beer vendors (included under trade and non-trade payable) minus wine

& beer inventory minus one week of wine & beer sales (net of 15% margin) minus

advance paid to wine & beer vendors.

4. MSME vendor payable outstanding for more than 45 days from invoice date

5. Non-trade payables (other than wine & beer vendors) outstanding for more than

90 days from invoice date and annual/one-off payables included under non-trade

payables.

6. Provision for gratuity (long term and short term) net of the corpus funds available

towards this. Provision for gratuity to be computed based on assumption

consistently used for determining liability as at Mar18.

7. Provision for un-availed leaves (long term and short term) net of the corpus funds

available towards this. Provision for un-availed leaves to be computed based on

assumption consistently used for determining liability as at Mar18.

8. Any form of interest payable whether due or not

Note: It is clarified that any provisions made with respect to ongoing litigation for

VAT, service tax or any other matter for which there is a specific indemnity

provided shall not be treated as debt-like

130 118

Less: Cash and cash equivalents

1. Balances with Banks in current accounts

2. Cash on hand

3. Deposits with bank (current and non-current)

4. Investments in mutual funds (current and non-current)

5. Investments in government securities (current and non-current)

Note: Point 3, 4, 5 and 6 will exclude deposits/ investments that are not free or are

pledged or lien with respect to an item not forming part of this net debt schedule

(33) (141)

Less: Cash like items

1: Capital advances pertaining to stores proposed to be opened post closing date

and other capital advances to the extent they have not adjusted against capital

creditor.

2. Interest receivable accounted on accrual basis to the extent same is not restricted.

Note: It is clarified that any money paid towards an ongoing litigation for VAT,

service tax or any other matter for which there is a specific tax indemnity provided

shall not be considered as cash-like

(12)

Net Debt 1,110 918

Foot note

▪ Above numbers have been presented for illustration after considering all the above notes.



SCHEDULE 17 | BANK ACCOUNT DETAILS OF SELLER

Account Number 00600310003697 Account Holder Name GODREJ INDUSTRIES LIMITED – COLLECTION

A/C Bank Name HDFC Bank Limited Bank Branch Name and Address Maneckji Wadia Building, Ground Floor, Nanik

Motwani Marg, Fort, Mumbai – 400023, Maharashtra RTGS / NEF IFSC HDFC0000060

[Signature pages follow]


Signed by the duly authorised

Representative of SPENCER'S RETAILLIMITED

in the presence of: sgLGrgu- P+'t:*il

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Signature page to Share Purchase Agreer.nent dated l7 May 2019 between Godrej Industries Limited, Natures Basket

Limited and Spencer's Retail Lirnited

Privileged & Confidential

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