Exhibit 4.31
LEASE DEED
This LEASE DEED (hereinafter the “Deed”) is made on this TWENTIETH day of AUGUST, 2022 (20/08/2022) at Bangalore, India, by and between:
M/S. M S Ramaiah Developers and Builders Private Limited, a company incorporated under the (Indian) Companies Act, 1956 having its registered office at D-4, 1st Floor, Unity Building, J.C. Road, Bengaluru – 560002, represented by its authorized signatories M.S. Raksha Ramaiah and Mr. M. S. Sunder Ram, (hereinafter together referred to as the “Lessor” which expression shall unless it be repugnant to the context or meaning thereof, mean and include the individual partner’s legal heirs, representatives, executors, administrators, successors and the corporate partner’ successors-in-interest and permitted assigns);
AND
M/s MakeMyTrip (India) Pvt. Ltd., a company incorporated under the (Indian) Companies Act, 1956, having its registered office at 19th Floor, Epitome Building No.5, DLF Cyber City, DLF Phase –III, Gurgram, Haryana-122002 (represented herein by its authorized signatory, Major Rajneesh Kumar Sharma (hereinafter referred to as the “Lessee” which expression shall unless it be repugnant to the context or meaning thereof, mean and include its successors and assigns).
The Lessor and the Lessee are individually referred to as the “Party” and collectively as the “Parties”.
WHEREAS:
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NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in this Deed and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:
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Purchase price of diesel per litre / 2.25 units
The aforementioned formula shall be uniformly applied to all tenants in the Tech Park. Any variation/increase in the charges shall be subject to prior written approval of the Lessee. Such escalation shall not be at a rate higher than that charged to other tenants in the Building. On every such escalation, the Lessor shall provide the Lessee with such documents to the satisfaction of the Lessee, as may be required by it to confirm that the said escalation is proportionate to the increase in actual costs and shall include copies of invoices issued to other tenants in the Building. The Lessee’s obligation to pay charges for power backup actually consumed in the Schedule Premises shall commence from the Lease Commencement Date. The Lessor confirms that power backup for the Schedule Premises shall be available 24 hours a day, 7 days a week and 365 days a year including on holidays.
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The Lessor represents that it has provided suitable drainage, waste disposal and sewage system for the purpose of servicing the entire Schedule Premises as per the NBC standards and all applicable approvals including environmental clearances/pollution control board clearances have been obtained in this regard. It is however agreed that the same shall not absolve the Lessor of its obligations to obtain all other required approvals or maintain them during the Lease Term and Renewal Term. Further, the Lessor confirms that it has provided suitable sprinklers and fire safety equipment in the Building including the Schedule Premises meeting the requirements under applicable approvals and NBC standards.
The Lessor represents that it has provided dual source of water supply for the Schedule Premises, with adequate water from an underground source and water procured from a third party water supplier acceptable to the Lessee, at its own cost. The Lessor shall ensure that there is uninterrupted and sufficient quantity of water 24 hours, and 365 days, which shall meet relevant code, sufficient to meet the needs of the Schedule Premises, which will include water for toilets, washrooms, kitchens, break areas, gardens and the maintenance and operation of the systems and equipment in the Schedule Premises.
In case continuous water supply is not provided by the relevant local service provider, the Lessor shall obtain an alternative source of water so that there is continuous supply of water for the Schedule Premises, at its own cost.
The Lessor further confirms that it shall make available sufficient water for consumption and usage of the Lessee for a period of at least seven (7) days from the date of occurrence of a force majeure event that has resulted in scarcity or insufficient quantity of water required by the Lessee to conduct its operations in the Schedule Premises. It is clarified that where the said scarcity or insufficiency of water is due to an act or omission of the Lessor, failure of the Lessor to provide adequate water for 24 hours 7 days a week for a period exceeding 24 hours shall amount to a breach of the Lessor under this Deed.
The Lessee shall pay water consumption charges as per the Maintenance Agreement.
The Lessee shall be entitled to lay cables or wires for radio, television, telephone, internet and such other installations in any part of the Schedule Premises. The Lessee shall ensure that the aesthetics/façade/functioning of the Building are not damaged or hampered while laying such cables or wires.
During the Lease Term and Renewal Term, the Lessee and its service providers and appointed vendors shall have unrestricted and uncontrolled access to the Schedule Premises and the Lessor shall not impose any conditions and also shall not be entitled to claim any charges either from the Lessee and / or its service providers.
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The Lessor has provided reinforced cement concrete (RCC) trenches and / or conduits between the main entrance of the IT Park and / or the main road leading to the Schedule Premises as required by the Lessee for meeting the Lessee’s needs to acquire, install and use the telephone, data, connectivity and all other services from various service providers from time to time. However, the Lessor shall not demand any additional cost / money in the event that the Lessee decides to acquire, install and use all or any such services from multiple service providers as it may determine necessary or appropriate to operate its business from time to time, in the Lessee’s sole discretion.
The Lessor confirms that the entire Schedule Premises, Building and Tech Park is free from Hazardous Substances which are regulated, restricted or prohibited by any governmental agencies or any contamination which could in the opinion of the Lessee be harmful for the occupation of the Schedule Premises. The Lessee shall have the right to conduct periodical environmental tests on the Schedule Premises, Building and the Tech Park. The Lessor represents that it shall be responsible for removing to the satisfaction of the Lessee, any contamination found prior to the Lessee occupying the Schedule Premises, and for the removal of any contamination later discovered in, on or about the property if any such contamination was due to the act or omission of any party other than the Lessee, or anyone acting on the Lessee’s behalf or at its request. “Hazardous Substances” shall mean materials, substances or wastes that are included within the definition of any one or more of the terms “hazardous substances,” “hazardous materials,” “toxic substances,” “toxic pollutants,” and “hazardous wastes” (including asbestos, polychlorinated biphenyls, urea, formaldehyde insulation, gasoline, crude oil or any fraction thereof), defined or regulated as such in or under any environmental law, as may be amended and the regulations promulgated pursuant to such laws; or toxic, ignitable, corrosive or reactive materials and substances which are regulated by the State or Central Pollution Control Boards or under applicable environmental laws.
The Lessee shall have the right to display its signage in the common business directory, which shall include at a minimum, signage in all directories including the one at the Tech Park entrance, the floors occupied by the Lessee and outside the Building as well as in the way finder directory, at no additional charges. Additionally, the Lessee shall be provided a provision for building façade signage, however subject to feasibility and the location and size shall be as per mutually agreed terms between the Lessor and the Lessee. The Lessee shall be entitled to install signage at the entrance of and within the Schedule Premises and in the common directory at the ground floor of the Building. The Lessee will not be liable for any rent for use of such signage space, however, the cost of such signage will be borne by the Lessee.
The Lessor confirms to provide round the clock availability of elevators in the Building, serving the Schedule Premises, without extra cost, to facilitate round the clock operation by the Lessee in the Schedule Premises.
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The Lessee shall be entitled to carry out fit-outs and other interior works in the Schedule Premises from the Lease Commencement Date. The Lessee shall be entitled to add to/modify the internal fit-out, infrastructure and all other interior works in accordance with its business needs within the Schedule Premises, without prior approval of the Lessor.
The Lessor confirms and agrees that the Lessee shall be permitted to execute and undertake at its own cost, works such as erection of internal partitions and other internal alterations, additions, improvements or decorations, using contractors selected by the Lessee, as may be necessary for the Lessee’s use of the Schedule Premises, provided however that, if such fit-out works require the prior approval or permission of any municipality or any other local body or Government authority, the same shall be obtained by the Lessee, at its own cost. The Lessor shall provide reasonable assistance to enable the Lessee to obtain the aforesaid approvals. The Lessor confirms that the Lessee, its agents and contractors shall be provided access to the Tech Park, Building and Schedule Premises 24 hours a day and 7 days a week for carrying out fit-out and interior works in the Schedule Premises.
With the prior consent of the Lessor (which shall not be unreasonably withheld or delayed), the Lessee shall be permitted to make electrical changes or modifications to the facilities within the Schedule Premises, at its cost, as may be necessary, provided that these modifications do not impact the overall load allocated to the Schedule Premises.
The Lessee shall be entitled to use the terrace space allocated by the Lessor for installing equipment such as satellite dish, chillers etc. The cost of installation and hoisting such facilities will be borne by the Lessee.
The Lessee, its affiliates, appointed vendors and any approved business partners and visitors, shall have access rights 24/7, 365 days a year from all entry and exits currently operational and proposed entry and exits in the Tech Park.
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The Lessor shall be entitled to, during the subsistence of Lessee's leasehold rights, dispose of or otherwise deal with Schedule Premises, either wholly or in several portions provided that such action shall not in any way affect the leasehold rights of the Lessee over the Schedule Premises for the period of lease and the subsisting rights of the Lessee under this Deed for the Lease Term and the Renewal Term. Any such transfer by the Lessor of the Schedule Premises shall always be subject to the leasehold rights of the Lessee and the Lessor undertakes to obtain from the transferee an unconditional written undertaking, prior to the conclusion of the sale, to be bound by all the terms and conditions of the Deed including the leasehold rights of the Lessee during the Lease Term and the Renewal Term and the refund of Security Deposit paid by the Lessee under this Deed.
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LESSEE
M/s MakeMyTrip (India) Pvt. Ltd., a company incorporated under the (Indian) Companies Act, 1956, having its registered office at 19th Floor, Epitome Building No.5, DLF Cyber City, DLF Phase –iii, Gurgram, Haryana-122002
Email:
Telephone No.
Attn: Major Rajneesh Kumar Sharma
LESSOR
M/S. M S Ramaiah Developers and Builders Private Limited,
a company incorporated under the (Indian) Companies Act, 1956 having its registered office at D-4, 1st Floor, Unity Building, J.C. Road, Bengaluru – 560002, represented by its authorized signatories
Mr. M S Raksha Ramaiah
Email:
Phone:
Service through email shall be construed as proper and sufficient service only if the Party serving the notice has received a ‘confirmation of read’ from the Party receiving the notice.
Any such notice that is delivered in accordance herewith shall be deemed received when delivery is actually received.
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for the purpose of improperly influencing any act or decision of such Government or Political Official or Entity in his, her or its official capacity. Relevant acts or decisions include a decision to do or not do any act in violation of the lawful duty of such person or entity, or inducing such person or entity to use his, her or its influence with the government or instrumentality thereof to affect or influence any act or decision, in order to obtain, retain or direct any business or to secure any other improper business advantage. Additionally, the Lessor shall not directly or indirectly make, provide, offer or authorize any payment or anything else of value to any Government or Political Official or Entity for the purpose of expediting or securing the performance of a routine governmental action by such Government or Political Official or Entity.
Notwithstanding anything to the contrary contained in this Deed, the liability of the Lessee hereunder shall be limited to the rental income payable to the Lessor as per Clause 3 & Clause 15.
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SCHEDULE A
DESCRIPTION OF THE LAND
All that piece and parcel of immovable property bearing Sy. Nos. 23/1and 23/2 (P) (now renumbered as Survey No. 23/5) (detailed under Item No. 1 and Item No. 2 respectively) of Kadubeesanahalli Village, Varthur Hobli, Bangalore East Taluk, Bangalore presently falling under Bruhat Bengaluru Mahanagara Palike Limits under Khatha No. 146/150/24/2,25/1,27,26/2,25/2, 26/1,26/2,24/1, 23/1,287,288,289,438,150/3, Outer Ring Road, Kariyammana Agrahara and Kadubeesanahalli village, Bengaluru – 560 103, Karnataka, India.
Item No. 1
All that piece and parcel of converted land in Sy No. 23/1 measuring to an extent of 2 Acre 27 Guntas, out of which 1 Acre 13 ½ Guntas situated at Kadubeesanahalli, Varthur Hobli, Bangalore East Taluk, vide order no. BDS/ALN/(E) VB SR 146/2002-03, dated 10/03/2003 issued by the Special Deputy Commissioner Bangalore District, Bangalore, bounded by as set out under the table below:
East | Venkatappa’ s portion in Sy no.23/l |
West | Boundary of Kariyammana Agrahara |
North | Road |
South | Property of Smt. Nagamma |
The above is inclusive of all its present & future superstructures thereon.
And another I Acre 13 ½ Guntas is converted vide order No. BDS/ALN/ (E) VB 148/2002 03 dated 10/03/2003 of the special deputy commissioner, Bangalore District, Bangalore and Bounded by as set out under the table below:
East | Sy No. 23/2 of Mariswamappa |
West | Ramakrishnappa'a Land in Sy.No.23/1 |
North | Road |
South | Property of Smt. Nagamma & T Narayana |
The above is inclusive of all its present & future superstructures thereon.
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Item No. 2
All that piece and parcel of converted land in Sy No. 23/2, measuring an extent of 1 Acre 01 (One Acre One) Guntas situated at Kadubeesanahalli Village, Varthur Hobli, Bangalore East Taluk, Bangalore vide conversion order No. BDS/ALN/(E) VB SR 147/2002-03 dated 10.03.2003 issued by the Special Deputy Commissioner, Bangalore District, Bangalore and bounded by as set out under the table below:
East | Remaining portion of Sy No. 23/2 |
West | Sy No. 23/1 of Ramakrishnappa |
North | Road |
South | Property T Narayana |
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SCHEDULE B
DESCRIPTION OF THE SCHEDULE PREMISES
All that office space measuring 55,780.37 square feet of Super built-up area in the 7th floor in Tower E of ‘Helios Business Park, Marathahalli – Sarjapur Outer Ring road, Bangalore, constructed over the Land described in Schedule A above together with 86 car parking slots in basements 1 & 4 of the Building.
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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR HANDS AND SEAL TO THESE PRESENTS ON THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN IN PRESENCE OF THE FOLLOWING WITNESSES:
For and on behalf of M/S. M S RAMAIAH DEVELOPERS AND BUILDERS PRIVATE LIMITED
1.
/s/ M S Raksha Ramaiah Name: Mr. M S RAKSHA RAMAIAH Designation: Director
2.
/s/ M.S. Sunder Ram Name: Mr. M.S. SUNDER RAM Designation: Director
| For and on behalf of M/s MakeMyTrip (India) Pvt. Ltd.,
/s/ Rajneesh Kumar Sharma Name: Major Rajneesh Kumar Sharma Designation: Director - Admin
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At Bangalore in the presence of:
/s/ [illegible]
Name:
Address: Gandhinagar, Bangalore | At Bangalore in the presence of:
/s/ [illegible]
Name:
Address: Gandhinagar, Bangalore |
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ANNEXURE I
Floor Plan of the Schedule Premises
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ANNEXURE II
Warm Shell Specifications of the Schedule Premises
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ANNEXURE III
Car Parking Spaces Allocation Plan
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ANNEXURE IV
Rental Schedule
Per Square foot and Per slot Charges:
Month/ Year | Warm Shell Rent (per SF) | Car Park Rent (per slot) |
8th November 2022 to 19th August 2025 | INR 90.00 | INR 3,500 |
20th August 2025 to 19th Aug 2027 | INR 103.50 | INR 3,500 |
Monthly Charges Computation:
Month/ Year | Warm Shell Rent (per month) | Car Park Rent (per month) | Total Rent |
8th November 2022 to 19th August 2025 | INR 50,20,233.30 | INR 3,01,000.00 | INR 53,21,233.30 |
20th August 2025 to 19th August 2027 | INR 57,73,268.30 | INR 3,01,000.00 | INR 60,74,268.30 |
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