SHARE PURCHASE AGREEMENT
between
GODREJ INDUSTRIES LIMITED
And
NATURES BASKET LIMITED
And
SPENCER’S RETAIL LIMITED
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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,
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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;
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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;
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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;
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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
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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.
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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.
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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)
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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.
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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.
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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:
Share Purchase Agreement Execution Version
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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
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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;
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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:
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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
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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
Share Purchase Agreement Execution Version
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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.
Share Purchase Agreement Execution Version
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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
Share Purchase Agreement Execution Version
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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
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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
Fundamental Warranty
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
Fundamental Warranty
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
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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
Share Purchase Agreement Execution Version
Privileged & Confidential 24
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
Share Purchase Agreement Execution Version
Privileged & Confidential 25
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).
Share Purchase Agreement Execution Version
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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
Share Purchase Agreement Execution Version
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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;
Share Purchase Agreement Execution Version
Privileged & Confidential 28
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.
Share Purchase Agreement Execution Version
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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.
Share Purchase Agreement Execution Version
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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
Share Purchase Agreement Execution Version
Privileged & Confidential 31
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.
Share Purchase Agreement Execution Version
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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
Share Purchase Agreement Execution Version
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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.
Share Purchase Agreement Execution Version
Privileged & Confidential 34
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.
Share Purchase Agreement Execution Version
Privileged & Confidential 35
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
Share Purchase Agreement Execution Version
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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
Share Purchase Agreement Execution Version
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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
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Le Exclusif
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Get Natures Best
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29
3336645
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30
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31
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NA REFUS
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32
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35
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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
Share Purchase Agreement Execution Version
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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.
Share Purchase Agreement Execution Version
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(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.
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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.
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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.
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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
Share Purchase Agreement Execution Version
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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
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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.
Share Purchase Agreement Execution Version
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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.
Share Purchase Agreement Execution Version
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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.
Share Purchase Agreement Execution Version
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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.
Share Purchase Agreement Execution Version
Privileged & Confidential 54
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
Share Purchase Agreement Execution Version
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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.
Share Purchase Agreement Execution Version
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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
Share Purchase Agreement Execution Version
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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
Share Purchase Agreement Execution Version
Privileged & Confidential 58
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,
Share Purchase Agreement Execution Version
Privileged & Confidential 59
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.
Share Purchase Agreement Execution Version
Privileged & Confidential 60
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
Share Purchase Agreement Execution Version
Privileged & Confidential 61
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
Share Purchase Agreement Execution Version
Privileged & Confidential 62
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.
Share Purchase Agreement Execution Version
Privileged & Confidential 63
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).
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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.
Share Purchase Agreement Execution Version
Privileged & Confidential 65
SCHEDULE 7 | LIST OF RELATED PARTY TRANSACTIONS OF THE COMPANY
NATURES BASKET LIMITED
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
Share Purchase Agreement Execution Version
Privileged & Confidential 66
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 - - - - - - - -
NATURES BASKET LIMITED
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
- - - - - - - -
Share Purchase Agreement Execution Version
Privileged & Confidential 67
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
- - - - - - - -
Share Purchase Agreement Execution Version
Privileged & Confidential 68
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
Share Purchase Agreement Execution Version
Privileged & Confidential 69
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
Share Purchase Agreement Execution Version
Privileged & Confidential 70
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
Share Purchase Agreement Execution Version
Privileged & Confidential 71
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
Share Purchase Agreement Execution Version
Privileged & Confidential 72
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
Share Purchase Agreement Execution Version
Privileged & Confidential 73
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
Share Purchase Agreement Execution Version
Privileged & Confidential 74
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
Share Purchase Agreement Execution Version
Privileged & Confidential 75
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
Share Purchase Agreement Execution Version
Privileged & Confidential 76
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
Share Purchase Agreement Execution Version
Privileged & Confidential 77
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
Share Purchase Agreement Execution Version
Privileged & Confidential 78
& 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,
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
SEEDS; FOOD STUFFS
INCLUDED IN CLASS
29.
OBJE
CTED
OBJE
CTED
Share Purchase Agreement Execution Version
Privileged & Confidential 79
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
Share Purchase Agreement Execution Version
Privileged & Confidential 80
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,
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
SEEDS; FOOD STUFFS
INCLUDED IN CLASS
29.
NA OBJE
CTED
Share Purchase Agreement Execution Version
Privileged & Confidential 81
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
Share Purchase Agreement Execution Version
Privileged & Confidential 82
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
Share Purchase Agreement Execution Version
Privileged & Confidential 83
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,
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
SEEDS; FOOD STUFFS
INCLUDED IN CLASS 29
NA OBJE
CTED
Share Purchase Agreement Execution Version
Privileged & Confidential 84
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
Share Purchase Agreement Execution Version
Privileged & Confidential 85
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
Share Purchase Agreement Execution Version
Privileged & Confidential 86
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
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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
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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
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* 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
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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.
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SCHEDULE 13 | LIST OF KEY MANAGERIAL PERSONNEL
1. Avani Davda (MD)
2. Sumit Zaveri (CFO)
3. Nikita Shah (CS)
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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
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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)
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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.
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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.
Share Purchase Agreement Execution Version
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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]
Share Purchase Agreement Execution Version
Signed by the duly authorised
Representative of SPENCER'S RETAILLIMITED
in the presence of: sgLGrgu- P+'t:*il
C*src l,+vuifz l,Cst.oroet $,t+{{z SGluo4-tz_
V'>UX*t* -!oo oo I
Ch\sot!tt'7
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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