NON- DISCLOSURE AGREEMENT

THIS NON- DISCLOSURE AGREEMENT made at Axis asset Management Company ltd this
08 day of Nov 2024.

BETWEEN

Axis Asset Management Company Limited, is public company duly incorporated under
Companies Act, 1956 and having its registered office at one Lodha Place, 22nd & 23rd
Floor, Senapati Bapat Marg, Lower Parel (West), Mumbai-400 013, India (hereinafter
referred to as " Axis Asset Management”), which includes its subsidiaries, heirs,
successors, and assigns.

AND

WEY Technology India Pvt Ltd, a Private Limited Company duly incorporated under the
Companies Act _________, and having its registered office at Kanjurmarg West,
(hereinafter referred to as "___________”), which includes its heirs, successors, and
administrators.

WHEREAS Axis Asset Management and WEY Technology India Pvt Ltd, each a "Party"
and collectively the "Parties”, are exploring Business Opportunity for setting up Turnkey
solution for Trading Floor (“Proposed Transaction”), which require each Party to disclose
certain proprietary, secret or confidential information to the other Party; and

WHEREAS the Party disclosing the confidential information shall hereinafter be referred
to as the "Disclosing Party/ Discloser" and the Party receiving such information shall
hereinafter be referred to as the "Receiving Party/ Recipient".

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

contained in this Agreement, the Parties agree as follows:

1. THE CONFIDENTIAL INFORMATION AND DEFINITIONS

(a) The confidential information shall include any and all written, oral or other
tangible or intangible form of information, discoveries, ideas, concepts, know-how
(whether patentable or copyrightable or not), research, development, designs,
specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts,
data computer programs, disks, diskettes, tapes, algorithms, software programs,
marketing plans or techniques, customer names, technical, financial or business
information whether or not labeled as "Confidential", trade secret which includes but is
not restricted to any portion or phase of scientific or technical information, design,
process, procedure, formula or improvement which is not generally available to the
public and that gives the one who uses it an advantage over competitors who do not
know of or use the trade secret. All of such information communicated to the
Receiving Party, acquired by the Receiving Party from the Disclosing Party, prepared
by the Receiving Party from or in connection with any of the above information, or
which contain or are based in whole or in part upon such information collectively shall
be referred to in this Agreement as "Confidential Information." A tentative and
indicative list of Confidential Information to be shared under this Agreement is included
as Annexure I to this Agreement.

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(b) For the purposes of this Agreement, “affiliate” means in relation to any
company any group company or a Subsidiary or Holding Company of such company
or a Subsidiary of any such Holding Company;

2. DISCLOSURE OF INFORMATION

(a) The Parties hereto agree to disclose and provide to each other Confidential
Information. The Parties acknowledge that the Confidential Information is a valuable,
special and unique asset belonging to the Disclosing Party. The Parties agree that they
will not during or after the term of this Agreement disclose the Confidential Information
of the other Party to any person, firm, corporation, association or any other entity for
any reason or purpose whatsoever without the prior written consent of the Disclosing
Party. Notwithstanding the above, the Parties agree that Confidential Information may
be disclosed:

(i) by either Party to its officers and employees with a need to know, provided that
the Receiving Party shall procure that such officers and/or employees shall not disclose
any Confidential Information directly or indirectly to any third party without the prior
written consent of the Receiving Party;

(ii) by either Party to its professional advisors, agents and consultants, provided that
such professional advisors, agents, and consultants sign an undertaking relating to
confidentiality on the same terms as contained herein; or

(iii) by either Party to its affiliates on a need to know basis, provided that such Party
shall use all reasonable endeavours to procure that any such affiliates complies with
the provisions of this Agreement as if they were an original party thereto.

(b) The Parties further agree that they shall procure that their employees,
professional advisors, agents and/or consultants shall not utilise, employ, exploit or in
any other manner whatsoever use the Confidential Information disclosed by the other
Party for any purpose (except in relation to the Proposed Transaction) without the prior
express written consent of the Disclosing Party, including, but not limited to, for purposes
of competing in any way with the other Party or for any commercial advantage.

3. TITLE

All Confidential Information of the Disclosing Party and any modification, derivation,
output, etc. thereof is acknowledged by the Receiving Party to be the property of the
Disclosing Party and the disclosure of the Confidential Information shall not be deemed
to confer any rights to that Confidential Information (and any modification, derivation,
output, etc. thereof) on the Receiving Party.

4. STANDARD OF CARE

The Parties agree that they shall protect the Confidential Information of the other Party
using not less than the same standard of care each Party applies to its own proprietary,
secret or confidential information and that the Confidential Information shall be stored
and handled in such a way as to prevent unauthorised disclosure. Receiving party shall
use the confidential information solely for the Proposed Transaction, and for no other
purpose.

The Recipient shall immediately notify the Discloser of any known or suspected
breaches of this Agreement and shall give the Discloser full co-operation in any search
or scrutiny.

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5. RETURN OF CONFIDENTIAL INFORMATION

The Disclosing Party may request in writing at any time that any written Confidential
Information disclosed pursuant to the terms of this Agreement and if not requested,
upon the expiry / termination of this Agreement, Receiving Party shall return all
Confidential Information and any copies thereof be returned or destroyed with a
written statement to the effect that upon such return or destruction it has not retained
in its possession or under its control, either directly or indirectly, any Confidential
Information or copies thereof and the Receiving Party shall comply with any such
request within 7 days of receipt of such request.

6. EXCLUDED INFORMATION

The obligation pursuant to this Agreement shall not apply to any information, which the
Receiving Party can evidence by written records:

(a) is in possession of the Receiving Party prior to receipt from the Disclosing Party;

(b) is or becomes publicly known, otherwise than as a consequence of a breach

of this Agreement;

(c) is developed independently by the Receiving Party unless based on the

Confidential Information;

(d) is disclosed by the Receiving Party to satisfy a demand or order of a competent

court of law or governmental or regulatory body (each a "Government Authority"),
provided however that in these circumstances (i) the Receiving Party shall (if and to
the extent permitted by law and to the extent reasonably practicable) advise the
Disclosing Party prior to disclosure so that the Disclosing Party has an opportunity to
review and comment on the proposed response to the Government Authority and if it
wishes to do so (at its own cost), seek to defend, limit or protect against such
production or disclosure; (ii) the Receiving Party will disclose only that portion of the
Confidential Information which is required to be disclosed; and (iii) the Receiving Party
will (at the request of the Disclosing Party) exercise its reasonable efforts to obtain a
protective order or other reliable assurance from such Government Authority that
confidential treatment will be accorded to any Confidential Information required to
be disclosed. Nothing in this Clause will in any way prevent or unreasonably delay the
performance by the Receiving Party of its obligation to comply with the requirements
of the Government Authority;

(e) is disclosed to a third party pursuant to written authorisation from the Disclosing
Party;

(f) is received from a third party without any restrictions and without breach of this
Agreement, or

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7. TERM

The term of this Agreement shall be for 1 year or until the completion of the Proposed
Transaction whichever is earlier from the date of this Agreement. The obligation of
confidentiality shall survive upto a period of 2 years from the expiry of the tenure.
However with respect to Confidential Information that constitutes a “trade secret” (as
defined by applicable law) will survive the termination of this Agreement for so long as
such Confidential Information remains a trade secret under applicable law. For the
purpose of this Clause, trade secret shall mean any information which includes formula,
pattern, compilation, programme, device, method, technique, or process, that derives
independent economic value from not being generally known or readily
ascertainable.

8. PUBLIC ANNOUNCEMENTS

The Parties agree to maintain in strict confidence and not to disclose publicly or to any
third party, the substance of any discussions or negotiations between the Parties, the
terms of any proposed arrangements or agreements, or any other information relating
thereto. The Parties also agree that they shall not, and shall use their reasonable
endeavours to procure that their respective affiliates, directors, officers or
representatives shall not make any public announcements about the discussions
regarding such arrangements or agreements and any other business and operating
plans being discussed or negotiated, whether in the form of press release or otherwise,
without first consulting with each other and obtaining the other Party's written consent
(save as provided in Clauses 6(d) above).

9. REPRESENTATIONS AND WARRANTIES

(a) Each Party represents and warrants to the other that it is a corporation duly
organised and validly existing in the jurisdiction of its incorporation. Each Party
represents that it has full corporate power and authority to enter into this Agreement
and to do all things necessary for the performance of this Agreement. The Disclosing
Party warrants that the Confidential Information has not been provided in breach of
any other agreement with third parties and, in addition, the Disclosing Party indemnifies
the Receiving Party against any liability for third party claims on such a basis.

(b) Neither party is making any representation or warranty as to the accuracy or

the completeness of the confidential information and the Disclosing Party shall not
have any liability in contract, tort or otherwise, resulting from the Receiving Party’s use
of the confidential information or participating in the discussions and negotiations
described herein.

(c) The Receiving Party recognizes that a breach of this Agreement may cause
irreparable harm to the Disclosing Party and that actual damages may be difficult to
ascertain. Accordingly, the Receiving Party agrees that in the event of such breach,
the Disclosing Party may be entitled to seek injunctive relief in addition to such other
remedies as may be available under applicable law. Subject to final judicial
determination, the Receiving Party shall be responsible and liable to the Disclosing
Party for any unauthorized disclosure or any breach of the terms and conditions herein
contained.

(c) The Receiving Party will not use nor permit the use of the Disclosing Party’s
names, logos, trademarks or other identifying data, or otherwise discuss or make
reference to the Disclosing Party, in any notices to third parties or in any press release
or other public announcement or advertisement, however characterized, without the
Disclosing Party’s prior written consent.

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10. GENERAL

(a) No amendment, interpretation or waiver of any of the provisions of this

Agreement shall be effective unless made in writing and signed by both Parties.

(b) No delay on the part of any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any
Party of any such right, power or privilege, nor any single or partial exercise of any such
right, power or privilege preclude any further exercise thereof or the exercise of any
other such right, power or privilege. The Parties agree that in the event of any actual
or threatened breach of this Agreement by the Receiving Party, the Disclosing Party
shall be entitled to seek equitable relief including injunctive and specific performance.
Such remedy shall not be deemed to be the exclusive remedy for a breach of this
Agreement but shall be in addition to all other remedies available at law.

(c) The headings of paragraphs are used for convenience only and shall not affect
the meaning or construction of the contents of this Agreement.

(d) This Agreement contains the entire agreement of the Parties with respect to the
subject matter of this Agreement and supersedes all prior agreements between the
Parties, whether written or oral, with respect to the subject matter of this Agreement.

(e) Any dispute, controversy or claim, arising out of or relating to this Agreement,
or the breach, termination or validity thereof, shall be settled by arbitration under the
Arbitration and Conciliation Act, 1996, as amended from time to time. The proceedings
shall be conducted in English and the award of the arbitrator shall be final, conclusive
and binding upon the Parties. The award shall include allocation of the cost of the
arbitration proceedings. The Seat of Arbitration shall be Mumbai only, subject to
Arbitration provisions, provided however that, an arbitration process consequent to
any breach of this Agreement shall be initiated only if a written notice of such breach
was given by the Party against whom breach was committed, and the breach has not
been rectified or cured within 30 days or any agreed period. Both Parties agree to the
jurisdiction of the Courts in Mumbai for any action or proceeding regarding this
Agreement.

(f) This Agreement shall be construed and enforced in accordance with the laws
of state of Maharashtra, India.

(g) If any term, condition or provision of this Agreement is declared illegal or

unenforceable by any Court/tribunal, any judicial or quasi-judicial forum, it will not
affect the validity or enforceability of the other terms, conditions or provisions, unless
the terms, conditions and provisions declared illegal or unenforceable are in the nature
of a condition precedent or the essence of this Agreement or comprises an integral
part of and inseparable from the remainder of this Agreement. In such event, the
Parties will take all necessary action and shall execute any other document required
to suitably revise the illegal/unenforceable provision and facilitate the attainment of
the objectives of this Agreement.

(h) This Agreement is the entire Agreement among the Parties relating to the
subject matter hereof and supersedes all prior agreements, written or oral. Any
modification(s), amendment(s) or supplement(s) to this Agreement shall be valid only
if agreed by both the Parties and is made in writing and signed by both the Parties.

(i) The Parties irrevocably agree to submit to the non-exclusive jurisdiction of the
courts of Mumbai, Maharashtra, India all purposes in relation to this Agreement.

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(j) All notices, demands or other communications under this Agreement shall be
given or made in writing, email/ any other legally recognized electronic mode, and
shall be delivered personally, or sent by certified or registered mail or facsimile, with
return receipt requested, addressed to the Party or Parties as follows:

Notices to the Axis Asset Management:

Attention: Mr. Devendra Ghalsashi

Title: Head - Operations
Email to: compliance@axismf.com

Notices to the WEY Technology India Pvt Ltd.

Attention: Ashok Vishwakarma

Title: Director
Email to: ashok.vishwakarma@weytec.com

(k) This Agreement may be executed in counterparts which, taken together, shall
constitute the whole document.

11. SEVERABILITY

In the event any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable provision
had never been set forth herein, and the Agreement shall be carried out as nearly as
possible according to its original terms and intent.

12. INDEMNITY

The Parties hereby agree to keep each other indemnified and hold each other
harmless from and against any direct or indirect loss, action, proceedings, claims,
liabilities, penalties, demands and costs, initiated due to a breach of any of the terms/
conditions/ warranties /representation/ covenants by the Parties under this Agreement.

13. OTHER REMEDIES

It is understood and agreed that money damages may not be a sufficient remedy for
any breach of this Agreement and that either of the parties shall be entitled to seek
specific performance and injunctive or other equitable relief as a remedy for any such
breach.

14. ANTI BRIBERY

Either party and any employees, officers and affiliates thereof will not, and shall procure that
any employees or officers thereof will not offer, promise, give or pay (either directly or through
a third party) any financial, business or other advantage:

i. to any person with the intention to induce, reward or otherwise influence such person to
improperly perform a function or activity;

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ii. to any public official with the intention to both influence such public official in the
performance of his or her functions as a public official (which includes any exercise or omission
to exercise those functions, even if outside such public official’s authority) and to obtain or
retain any financial, business or other advantage in the conduct of business.

Either Party and any employees, officers and affiliates thereof will not and shall procure that
any employees or officers thereof will not request, agree to receive, accept, or solicit (either
directly or through a third party) the payment of any financial or other advantage to improperly
perform any function or activity required under this Agreement.

(SIGNATURE PAGE FOLLOWS)

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IN WITNESS whereof, this Agreement is executed by the duly authorised representatives
of the Parties as of the date above mentioned.

For and on behalf of

Axis Asset Management Company Limited

__________________________
Name:
Designation:

For and on behalf of

WEY Technology India Pvt Ltd

Mr. Ashok Vishwakarma

Director

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 Annexure I
Indicative List of Confidential Information

Confidential Information
1. WEY Distribution Platform for Trading Floor
Applications.