Non-Convertible Debenture Agreement

This Non-Convertible Debenture Agreement (the "Agreement") is made and entered into on this [Date] day of [Month], 2025,

BY AND BETWEEN:

Clenzzo Cleaning Services Private Limited, a company incorporated under the Companies Act, 2013, with its registered office at PM Towers 1st Floor 7th Cross, NE Thillainagar, Trichy-18 (hereinafter referred to as the "Company"),

AND

[Investor's Full Name], son/daughter of [Father's Name], residing at [Investor's Address] (hereinafter referred to as the "Debenture Holder" or "Investor").

1. SUBSCRIPTION OF DEBENTURES

1.1. Investment Amount:

The Debenture Holder agrees to subscribe to, and the Company agrees to issue, [Number of Debentures] secured, non-convertible debentures of face value ₹[Face Value] each, for a total principal investment of ₹5,00,000/- (Rupees Five Lakhs Only) (the "Principal Amount").

2. TERMS OF DEBENTURES

2.1. Tenure:

The debentures shall be for a fixed tenure of 60 months (5 years) from the date of issue.

2.2. Rate of Return:

The debentures shall carry a fixed return of 20% per annum on the outstanding Principal Amount.

2.3. Payout Schedule:

The Company shall pay the Debenture Holder a monthly sum of ₹16,666.67/-. This payment is an equated monthly payout comprising both the return component and the repayment of the principal. At the end of the 60-month tenure, the full Principal Amount and all returns due will have been fully paid.

3. SECURITY AND PRIORITY

3.1. Security:

The Debentures are secured by way of a first charge on all movable assets of the Company, present and future. The Company shall not create any further charge or encumbrance over these assets without prior written consent from the Debenture Holder.

3.2. Priority in Liquidation (Company Closure):

In the event of any liquidation, dissolution, or winding up of the Company, the claims of the Debenture Holder shall have priority over the claims of the equity shareholders of the Company. The Debenture Holder shall be repaid all outstanding dues before any distribution is made to the shareholders.

4. EVENTS OF DEFAULT

An "Event of Default" shall occur if the Company fails to pay any amount due to the Debenture Holder for a continuous period of two (2) months, or if the Company initiates voluntary bankruptcy or insolvency proceedings.

Consequences of Default:

Upon an Event of Default, the Debenture Holder shall have the right, but not the obligation, to declare the entire outstanding Principal Amount and accrued return immediately due and payable.

5. PREPAYMENT AND WITHDRAWAL

5.1. Company's Right to Prepay (Foreclosure):

The Company may, at its sole discretion, choose to prepay the entire outstanding Principal Amount before the end of the 60-month tenure by providing 30 days' written notice. In such an event, the Company shall pay the entire outstanding Principal Amount plus a prepayment premium equivalent to three (3) months of the return component, to ensure a fair exit for the Debenture Holder.

5.2. Investor's Right to Early Withdrawal:

This is a closed-end investment for a tenure of 60 months. Early withdrawal by the Investor is not permitted, except in cases of proven extreme personal emergency (e.g., critical medical issues), subject to the Company's sole discretion and verification. If approved, the terms of such a withdrawal will be mutually agreed upon at that time.

6. COMPANY COVENANTS

The Company undertakes to provide the Debenture Holder with a semi-annual summary of its financial performance and to maintain transparent books of accounts throughout the tenure of the debentures.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of India. The courts in Tiruchirappalli, Tamil Nadu, shall have exclusive jurisdiction over any disputes arising out of this Agreement.