Beatsche Bank Private & Commercial Clients Ref, PCB Asset Trade Ops Date: 14 June,2019 Ive SANCTION LETTER Kimo Clothing Design Concept P Ltd 4-150 Sector 63 Noida Uttar Pradesh 201301 Dear Sirs, Re: Facilities. ‘We are pleased to extend the following facies ("the Facilities”) sanctioned to you, whi Deutsche Bank AG Ground Floor LF Infinity Tower A Sector 254, DLF Phase It Gurgaon 132 002 Tel +91 (124) 713.8100 shall be subject to Master Facilities Agreement to be executed between us and read with our General Business Conditions and the following further principal terms and conditions: Total Exposure / Limit Facility Tenor INR 10,50,00,000/- (Indian Rupees Ten Crores Fifty Lacs only) 42 months from date of issuance of this sanction letter, renewable post this period, subject to terms and conditions, Facility Type Pre Shipment / Packing Shipment / Bill Discounting (EBP) Credit (PEAIPCFC) Post Limit Tenor INR 10,50,00,000/ Indian Rupees Ten | INCLUDING PS) Crores Fifty Lacs only) PCFG) Crores Fifty Lacs only) Overall Exposure (Inclusive of sub-limits) not to exceed INR 10,50,00,000/- (Indian Rupees Ten Purpose Security Security Provider Working Capital Finance. Primary Security — Hypothecation charge on stock and book debts (ROC ‘charge to be fled / created) in favour of Deutsche Bank AG Collateral — i (The Pr Mortgage by deposit of fille deeds pertaining to Residential Property bearing Second floor and Third Floor of Plot no 601 Block -E Greater Kailash 110048 held in the name of Rajeev Sharma having residential address Second floor and Third Floor of Plot no 601 Block -E Greater Kailash 110048 Subject to restrictions, if any, stipulated by RBI. 3 ‘ary Security and Collateral hereinafter collectively referred to as “Securities’) Primary Security - Kimo Clothing Design Concept P Ltd Collateral ~ 1 Residential Property - Rajeev Sharma (Hereinafter individually referred to as ‘Security Provider" and collectively as "Collateral Providers”) Page tof 7 Forno ttingDesgn Conceal Pt v. 2 at DirectorMargin / additional : Primary Security- 25% security Collateral — Margin shall be applicable at the discretion of the bank Additional security: In the event that the Total Exposure at any time due to an Increase in our exposure to you, on account of interest / charges on the Facilities or due to exchange rate fluctuations or depreciation in the Collateral Value, exceeds 100% (or such other percent as we may specify) of the security value, in addition and without prejudice to the terms and conditions stipulated in the Master Facility Agreement executed or to be executed between you and us. We shall be entitled at our absolute discretion to do one or more of the following and you shall comply with the same. (i) Request that you provide additional security by a time specified by us at our absolute discretion. (i) Request that you reduce the Total Exposure by repaying outstanding under the credit Feces. ‘The provisions of this sub-clause shall be without prejudice to anything stated in this sanction letter or any security document Collateral Value ‘The aggregate Collateral Value shall be determined by us at our absolute discretion. The market value of any Security or other asset and currency exchange rates shall be as determined by us from time to time at our absolute discretion. ‘You acknowledge that we have the right to refuse to accept any Security deemed by us in our absolute discretion to be unacceptable. You further acknowiedge that Collateral denominated in currencies different from the currencies of our exposure to you shall be accredited with a lower value determined by us at our absolute discretion to take into account currency exchange rate exposure, ‘Special conditions You shall ullise the Facility only for the purpose for which it has been sanctioned as permitted under the provisions of Reserve Bank of India regulations and guidelines relating to lending against security and derivative transaction, 2s prevalent from time to time, and shall not be used for purchase of shares Idebentures or units of Mutual Funds or for speculative purposes. Further, the derivative transaction shall not be used for any other purpose except to hedge bonafide transactions having foreign currency exposure. Incase of Stocks and Books Debts are securities; 4. Stock and book debts audit to be done annually (or at a frequency as the Bank may deem fit). Any charges arising out of such audit will be borne by the client and the bank is authorised to debit the client's operative account towards this, 2. Allthe assets charged / to be charged to the bank to be kept fully insured at all times against all risks & original Insurance cover note / policy in the name of the Bank A/c (Borrower) with Bank's hypothecation clause to be lodged with the Bank. 3, Insurance policy on stocks with Deutsche Bank AG as loss payee ( as applicable) to be submitted within 30 days of limit disbursal. Page 2 of 7 Clothing Design Concept Pvt Li “es4, ROG charge creation favoring Deutsche Bank AG on stocks and book debts as seourty to be created within 30 days of execution of Deed of Hypothecation (in case of company). 5. Statement of stocks and debtors to be submitted on a quarterly basis by 25th of the subsequent month and drawing power to derived and adjusted basis the same. Margin on primary security shall be 25% and debtors of less than 180 days shall only be considered for deriving the drawing power. ‘The bank may issue a guarantee / pay order / demand draft favoring the current {lenders to facilitate the balance transfer from your current lender/s. Value of ‘such guarantee / pay order / demand draft shall be within the total exposure as stated above. The Bank reserves the right to open and debit an overdraft / Cash Credit account linked to the Borrower's facility / operative account to fulfil any or all of its outstanding obligation to the Bank Borrower needs to ensure all assets hypothecatedimortgaged to the bank are fully insured at al times. In case the policy / renewed policy is not submitted on time, then the bank reserves the right to initiate issuance of such policy on behalf of the borrower. Bank reserves the right fo debit the Borrwer's account towards such insurance premium, related charges and taxes as charged by the insurance company, In case of Entity, the facilities should only be used towards the purpose mentioned in the sanction letter. Any usage of the facility towards capital market investments, land acquisition, speculative purposes etc. is strictly prohibited land the bank reserves the right to levy penalty as applicable for any such instances. You undertake not to paylgive any consideration whether by way of commission, brokerage fees or any other form either directly or indirectly to any Person or persons who would be a guarantor to the above mentioned facility. Deutsche Bank to be the sole working capital banker. All business credits to be routed through your current account with Deutsche Bank AG. No objection certificate to be taken from us in case you intend to maintain an account with any other Bank and quarterly bank statement of all such accounts to be submitted by the 10th of the subsequent month, Audited financials to be submitted by October 30" of the assessment year. First and exclusive ROC charge to be created on stock and book debts within 30 days of mit set up, Financial position and the status of the unhedged foreign currency of borrowers business to be submitted on a quarterly basis In case of Balance Transfer, if the documents are not in order (including but not limited to laminated documents, documents missing..lc) as per banks requirement, then bank reserves right to recall the facilty or insisting on registered mortgage, as may be applicable as per bank's discretion IF the facility is not utilised within 60 days from the date of disbursal, the Bank has the right to close the facility account of the Borrower Borrower needs to compulsorily route all export documents through the Bank subject to extant RBI regulations.(In case of pre/post shipment limits) In case of Property being offered as security - The property offered as collateral is compliant with the provisions of the National Bulding code of India 2005 issued by BIS and the National Disaster management guidelinesConditions Precedent The disbursement of the Facilities shall be subject to receipt by the Bank of the following in form and substance satisfactory to the Bank along with Security and Support Documents as specified below, along with such other conditions as may be specified in the Sanction Letter. 1 2 3, 4 5. 6 A cattified true copy of the Borrower's board resolution; A certified true copy of the Borrower's constitutive documents, including Certificate of Incorporation, Certificate of Incorporation on Change of Name (if any) and Memorandum and Articles of Association, etc Facility Agreement to be executed by borrower and the security provider in our prescribed format, on requisite stamp paper. Duly executed, registered, filed, perfected, stamped Security and Support Documents (as defined below): Evidence of valid execution the payment of stamp duties; and Such other documents as the Bank may require. Security And Support Documents: The loan Facilities shall be secured! supported by the below documents (each also known as a “Security” or "Security And Support Document” and shall be in form and substance satisfactory to the Bank and shall be validly executed and duly stamped by the borrower and/or Seourity Party): 1 2 oon & 10. 1. 12. 13 14 15, 16 7. 18, 19. 20. 24 22 Deed of Hypothecation of stocks and book debts, to be stamped as per the provisions of the Stamp ‘Act and executed in the form acceptable to the Bank Memorandum of Entry, Personal Guarantee to be executed in our prescribed format stamped and Notarised as per the provisions of the Stamp Act by Rajeev Sharma. Letter from borrower to the Bank - Annexure 5. ‘Authority Letter - Annexure-6 BT Undertaking to be executed on a stamp paper in our prescribed format and Notarised as per the provisions of the Stamp Act. Receipt of list of original documents held by existing banker in reference to existing loan / property. Receipt of foreclosure letter/ account statement (latest statement as on date of disbursement) from existing banker Account No. Closure letter from existing banker mentioning that the facilities / account from Kotak Mahindra bank Ltd Bank for Account No which stands closed, Latest stock and book debt statement (in the format shared by Deutsche Bank) to be submitted before limit disbursal. Deutsche Bank’s NOC to be taken in case you intend to open current account with other bank Insurance on collateral with DB as loss payee for the construction value of the property Duly assigned insurance policy on stock in favour of the Deutsche Bank to be submitted within 30 days of limit set up Credit opinion report along with other bank acknowledgement to be submitted before disbursal Borrower's existing insurance copy need to be shared with Deutsche Bank CA cettified latest Shareholding pattern and Directors list, Incase of existing ROC charge appearing and need to be removed, Existing ROC charge with Kotak Mahindra bank >> Bank need to be removed with 1 month post disbursement. CA cettiticate for nil overdue statutory dues Incremental bank statement required from March 19 till the date of disbursement Undertaking to be obtained from borrower that Net worth of INR 80 Mn will be maintained in the business during the currency of facilities from DBAG ‘All collateral documents as specified by Lawyer to be submitted by client along with the facility document. For Kimo Design Concept Pvt. Lid. ‘Any other document duly required by the Bank. —c PRS 4 cc ondde dot ctorThe loan Facilities are valid unti further notice, but the bank will be entitled at any time by a notice in writing and without assigning any reason to demand repayment of and/or cancel and or reduce the Facilites, ‘The rate of interest and the periodicity of its payment stated above is valid unt further notice and is subject to our internal review and subject to changes in extemally prevailing directives by authonties, besides market development. In case of any irregularities (overdrawing, delayed payments, etc.) in the account, we reserve our right to charge a penal rate of interest Hany time (a) it becomes unlawful for us to make, fund or allow to remain outstanding any of the Facility or (b) itis or will become uniawful for you to perform or comply with any of your obligations under the Facility then (i) we shall be entitled to cancel the Facility and (ii) ifwe so reasonably require, you shall on such date ‘as we shall specify repay all outstanding under the Facility (together with accrued interest). In the context of loan Facilities the capitalized terms used but not defined herein shall be ascribed the same ‘meaning as in the master facility agreement to be executed between us. | We hereby authorise you to debit my / our facility account for any fee / interest / penal charges / Fee towards ROC charge creation / Stock Audit / Limit set-up fee and any taxes as applicable. For Tax related conditions please refer enclosed Annexure | ‘This Sanetion Letter shall remain valid and, save for the aforesaid amendments, unchanged. Kindly return a copy of this sanction letter duly signed by you in token of having accepted the above terms and conditions. This offer, unless extended by us, expires for acceptance on 45th day from the date of issuance, This sanction letter supersedes all our earlier correspondence in this regard. We, Kimo Clothing Design Concept P Ltd, confirm ac \ce of the above terms and conditions: Fa Rls Cohing Bosgn Spncent Nec, ( eed — | 15] 117 Signature(s) ‘Pflease sign on the preceding pages as well] Page 5 of 7Annexure | Rt - Tax Clause — Provision of Services by DB AG India branches to Client / Counterparty in India (Version 1 — FY2019-20) Payer: Client / Counterparty in India Payee: DB AG India branches ‘Tax Clause applicable to be considered in all templates to be shared first time with client / Counter party for renewals / new contract. Direct Taxes : (i) (i) (iy (wv) iv) All Deutsche Bank A.G, branches in India ( hereinafter referred to as ‘DBAG India! DB) hold annual withholding tax (WHT') exemption certificate, issued by the Indian Revenue Authorities (IRA) under section 195(3) of the Income Tax Act, 1961. A copy of the certificate for the period 1* April 2019 to 31 March 2020 is annexed hereto, The WHT exemption certificate entitles DB to receive funds without any deduction of tax at source. In view of the aforesaid the Borrower confirms that it shall not deduct / withhold tax on payments to DB. For subsequent year (S), DB would hand over the WHT exemption certificate as soon as it is received from IRA. If such certificate is not received by the Borrower for the subsequent years, the Borrower, before making payment to DB, shall seek requisite clarification from DB on the WHT ‘exemption certificate status and also ask for the copy of the WHT exemption certificate, In the event DB js unable to provide such renewed WHT exemption certificate to the Borrower the Borrower shall make that Tax deduction and deliver to DB a tax deduction certificate in the format prescribed under the Income Tax Rules, 1962 (Rules) and within the timelines prescribed under the Income Tax Rules, 1962. In such a scenario, if the gross amount of interest is paid to DB either (i) by way of recovery from the Borrower's bank account with DB, under the instructions from the Borrower or (i) through any other means, the Borrower shall submit the evidence of tax (2s applicable) deposited on such interest along with WHT / TDS certificate to DB, Upon receipt of such evidence, DB shall reimburse to the Borrower the amount of such tax 50 deposited by the Borrower. If the Borrower wherever required, 2) fails to withhold andfor deposit required tax withheld or bb) fails to deliver the tax deduction certificate within timelines prescribed under the Income Tax ‘Act, 1961 and rules there under to DB or ©) ifthe credit of taxes withheld is not appearing online to the credit of DB on the relevant official website of the tax department, the Borrower shall correct this within 10 days from the date of intimation by DB. 4 Incase the failure as per above clause (il) is not corrected by the Borrower within such time period, the Company shall, forthwith on demand from DB or within the timelines as agreed between the parties to this Agreement, promptly indemnify DB against the loss, charge, expense, penalty along with interest incurred or to be incurred by DB in connection therewith ‘The Permanent Account Number (PAN) of DB is AAACD1390F. Indirect Taxes : a ‘All amounts (including but not limited to break cost, processing fee or any other fee and expenses including out of pocket expenses reimbursable to DB) due to DB from the Borrower shall be deemed to be exclusive of any Indirect Tax. Page 6 of 7 For Kimo Gjothing Design Concept Fvt. Lid. I Weete>(i) ai) (iv) ” If any Indirect Tax is applicable on the supply by DB to the Borrower under this Agreement / Letter or if DB is required to make payment of Indirect Tax on such supply, DB shall recover from the Borrower such amount of Indirect Tax along with the amount due under this Agreement / Letter through issuance of a Tax Invoice / Debit Note and the Borrower shall pay DB such Indirect Tax over and above the amount due to DB, referred at (i) above, The Borrower undertakes to provide GSTIN, the address to which Tax Invoice is to be issued, GSTIN certificate and such other information / documents, as may be required by DB, to adhere to statutory compliances as applicable under Tax Law for issuing Tax Invoice. DB shall not be responsible for verification of GSTIN provided by the Borrower. In case the details provided by the Borrower are incorrect which results in tax, interest or penal liability to DB, such liability should be borne by the Borrower. If the Borrower fails to provide the GSTIN to DB before the Tax Invoice is, issued, the Borrower shall be trealed as ‘unregistered’ and no adjustment pertaining to Tax Invoice already issued will be carried out subsequently. GSTIN provided by Client will be considered only for the Tax invoice issued from the date of provision of GSTIN by Client. “The Borrower agrees that they would carry out necessary actions (¢.9. accept / modify / reject) on the GST Portal in respect of details of Tax Invoice / Debit Note / Credit Note uploaded by DB in ‘outward supply returns under relevant Tax Laws, ina timely manner. In the event the Borrower fails to carry out such actions resulting in tax, interest or any other liablity for DB, such liability shall be bore by the Borrower. Both parties acknowledge and agree that in the event of any enquiry, scrutiny, audit, assessment or any other proceedings initiated by Tax authorities, both parties shall fully co-operate with each other by furnishing the relevant information related to the service provided under this Agreement in reasonable time, as may be required by any of the party. "Tax" means all forms of present and future taxes, including but not limited to (1) Direct Taxes on income including tax deducted at source (referred to as TDS or WHT) and (2) Indirect Tax which includes Goods and Service Tax (GST) or any other tax of similar nature and any interest, additional taxation, penalty, surcharge or fine in connection therewith and "Taxes" shall be construed accordingly “Tax Laws” means the prevalent Tax laws and rules thereunder, or any amendments thereto, in India at the Central, State or Municipal/local level. ‘We, Kimo Clothing Design Concept P Ltd, confirm See RCRD UAE ARPT “[Please sign on the preceding pages as well] Page 7 of 7Pricing Schedule SIN. Rate of interest/ commission I charges aa 1._| Cash Grodit/ Overdraft NA 2._| Letters of Credit NA 3.__| Issuance of Guarantees NA 4,__ | Pre-Shipment (PCFC) L +120 bps Post Shipment / Export Bills Purchased _5._| (BP) NA = 6. _| Buyers NA ‘ (0.20% plus applicable tax 7_| Processing Fee Note: a) In addition excess interest and overdue interest as applicable will bo levied. In particular, penalty interest on late repayment, on any overdue sum andlor on advances that are not used for the specified purpose will be charged at 18% per annum. b) The rates of interest and periodicity of payment stated above are valid until further notice and are subject to Bank's internal reviews and subject to changes of externally prevailing directives by regulatory authorities. Any communication or notification regarding revised rates of interest or charges or commissions, shall be read as a part and parcel of this Agreoment. ©) All the charges / fees / penalties / commissions as mentioned in be debited from the operative account maintained with the bank. d) Taxes as applicable shall be levied. For Kimo Clothing sign Concept Pt. Ld. a pricing schedule ‘Signature of Borrower(s) Uref IF ‘Applicable MCLR will be the overnight MCLR and will be reviewed and reset on a monthly basis. ‘The MCLR rates will be updated on our website www.deutschebank.co.inDESIGN CONCEPT 8 KIMO CLOTHING DESIGN CONCEPT PVT. LTD. A-150, Sector-63, Noida, Regd. Off: E-601, Distt. Gautam Budh Nager, Uttar Pradesh - 201301 Greater Kailosh-II, Phone : +91-120-4022400-30 New Dothi-110048 Telefax : +91-120-4022409 ‘e-meil | [email protected] website: www.kimoconcepl.com CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF Mis, KIMO CLOTHING DESIGN CONCEPT PRIVATE LIMITED HELD ON 45TH DAY OF JUNE, 2019 AT REGISTERED OFFICE OF GOMAPAY AT E-601 GREATER KAILASH NEW DELHI - 110048 “RESOLVED pursuant lo provisions of Seclon 179 and olhier applicable provisions, any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), consent of the Board of Directors of the Company be accorded to avail the following credit facillies sanctioned | to be sanctioned by Deutsche Bank AG, Delhi branch ("Deutsche Bank") on such further terms and conditions as may be mutually agreed upon: Nature of facility Amount Security 10.50Crore Primary Security : Credit Facility Hypothecation Charge On Stock & Collateral: ‘Second and Third Floor , E-601 Greater Kailash — I New Delhi 110048, RESOLVED further that any one of the following Directors be and are hereby severally authorised, for and on behalf of the Company, to negotiate, finalise, sign, execute and deliver all deeds, documents and other writings and to do such other things as may be necessary to avail of the above credit faciliies and to give securities as stated above, Name Designation Rajeev Sharma Director Kumud Sharma Director RESOLVED further that the commen seal of the Company be affixed on such documents as may bbe necessary in the presence of any one of the above Directors who do sign the same, RESOLVED also that any Director is hereby authorised to give copies of this resolution, certified 5 true, to Deutsche Bank for their records. Certified True copy For KIMO CLOTHING DESIGN CONCEPT PRIVATE LIMITED = | Pisoni