CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (this “Agreement”) is dated as of 28th March 2025 (“Effective
Date”), by and between:
(1) Mahaan Foods Limited, a company incorporated under the laws of India, with corporate
identification number L15419HP1987PLC007356 and having its registered office at Office
No. 406, 4th Floor, Worldmark-2 Aerocity, New Delhi – 110037 (“First Party”); AND
(2) Indigo Infracon Private Limited, a company incorporated under the laws of India, with
corporate identification number U45400MH2012PTC225731 and having its registered
office at Room No.2, Ramji Nivas, Vithal Wadi, Agra Road, Kalyan (West) Thane,
Mumbai, Maharashtra 421301 (“Second Party”)
The First Party and the Second Party are individually referred to as a “Party” and collectively as
the “Parties”.
1. Confidential Information.
The Parties and/or its Affiliates are interested in entering into a possible transaction (the
“Proposed Transaction”). To facilitate the evaluation, negotiation, and consummation of the
Proposed Transaction, either Party (the “Disclosing Party”) may disclose Confidential
Information (as defined below) to the other Party (“Recipient”). As a condition to the
Confidential Information being furnished to the Recipient, the Recipient agrees to treat the
Confidential Information in accordance with the provisions of this Agreement and to take or
abstain from taking certain other actions hereinafter set forth.
In this Agreement,
“Affiliate” means in relation to a person, any entity that, directly or indirectly, controls, is
controlled by, or is under common control with such person, and control means the possession,
directly or indirectly, whether conditional or not, of: (i) the ownership of more than 50% of the
voting rights in a person; or (ii) the power to direct, or cause the direction of, the management
and policies of a person or entity, whether by having the right to appoint or remove a majority of
its board of directors, through the ownership of the majority of voting securities, by contract or
otherwise, including for the avoidance of doubt, its associate companies.
“Confidential Information” means:
(i) all information of whatever nature and in whatever form (whether in written, electronic,
visual, oral or other form) relating to the Disclosing Party, its Affiliates, any other person
in which the Disclosing Party directly or indirectly holds any interest, or which directly or
indirectly holds any interest in the Disclosing Party, which is disclosed by or on behalf of
the Disclosing Party to the Recipient on or after the Effective Date in connection with the
Page 1 of 8
Proposed Transaction, including any proprietary information, records, data or
specifications, trade secrets, inventions, know-how, any scientific, commercial, financial,
technical or business information, price figures, plans, working methodology, testing
methods, research and development activities, product and marketing plans, information
relating to business activities, operations, assets, liabilities, suppliers, customers, vendors,
counterparties and/or any other business relations, and any reports, analyses,
compilations, studies or other documents or data to the extent that they contain, reflect or
are based upon any such information;
(ii) all information of whatever nature and in whatever form relating to the fact that any
Confidential Information has been made available to the Recipient;
(iii) the Proposed Transaction and all information of whatever nature and in whatever form
regarding: (a) the fact that the Disclosing Party and the Recipient may be considering the
Proposed Transaction; or (b) the terms, conditions and/ or structure of, other facts,
discussions, correspondence and/ or negotiations relating to, this Agreement and/ or the
Proposed Transaction, including the existence or status thereof; and/or
(iv) any other information which has been designated as confidential information at the time
such information is provided to the Recipient.
“Representatives” means the Affiliates and the directors, officers, employees, owners,
shareholders, members, partners, consultants, sources of debt or equity finance with respect to
the Proposed Transaction and legal and financial advisors of each of the Recipient and its
Affiliates, provided that, notwithstanding anything to the contrary contained herein,
(A) any person that:
(i) is directly or indirectly engaged in; and/or
(ii) directly or indirectly has investments (other than solely as a passive financial investment) in,
a business competing with the pharmaceuticals business of the Disclosing Party (“Competing
Business”) shall not be eligible to receive any Confidential Information, and the Recipient shall
not disclose or grant access to any Confidential Information to such person, without the prior
written consent of the Disclosing Party.
2. Excluded Information. The Confidential Information shall not include information that: (i) is
or becomes generally available to the public other than as a result of any disclosure resulting
from an act or omission by the Recipient or its Representatives in breach of this Agreement; or
(ii) is or becomes lawfully known to the Recipient on a non-confidential basis from a source
other than the Disclosing Party or its Affiliates or their advisors or representatives, provided that
such source is not known to the Recipient to be subject to any contractual, legal, fiduciary or
other obligation of confidentiality with respect to such information; (iii) was in the possession of
the Recipient prior to disclosure by the Disclosing Party or its Affiliates or their advisors or
representatives under this Agreement provided that the source of such information was not
known to the Recipient to be subject to any contractual, legal, fiduciary or other obligation of
confidentiality with respect to such information; or (iv) has been independently developed by the
Recipient without use of Confidential Information or violation of the terms of this Agreement.
2
3. Non-Disclosure of Confidential Information.
3.1 The Recipient shall, and shall procure that its Representatives shall, keep the Confidential
Information in strict confidence, and shall: (i) not publish, make available or otherwise
disclose the Confidential Information to any person, in any manner whatsoever, save and
except in accordance with this Agreement; (ii) use the Confidential Information solely for
the purpose of evaluating, negotiating and/ or implementing the Proposed Transaction (the
“Purpose”) and in compliance with all applicable laws, including without limitations, insider
trading laws, and for no other purpose whatsoever, directly or indirectly, including in any
way detrimental to the Disclosing Party; (iii) not copy, make extracts or reproductions of the
Confidential Information, except as may be required or desirable solely for the purposes of
implementing the Purpose, and any such permitted copies, extracts and reproductions shall
be treated as Confidential Information hereunder; provided, however, that: (a) the Recipient
may disclose the Confidential Information with the prior written consent of the Disclosing
Party; and (b) any information contained in the Confidential Information may be disclosed
by the Recipient to its Representatives who: (X) need to know such information for the
Purpose; (Y) have been informed by the Recipient of the confidential nature of such
information and the existence and terms of this Agreement; and (Z) agree to act in
accordance with the terms and conditions of this Agreement to the same extent as if they
were a party hereto. The Recipient shall be liable for any breach or other violation of this
Agreement by any of its Representatives who have received or otherwise have access to
Confidential Information as if the Recipient had committed such breach or other violation. In
case of a breach of its obligations hereunder, the Recipient shall notify the Disclosing Party
promptly and shall assist the Disclosing Party, at the Recipient’s own expense, to minimize
the damage caused by such breach. In this Agreement the term “procure”, in respect of the
Recipient’s non-affiliated Representatives, means that the Recipient will enter into a back-to-
back non-disclosure agreement binding each non-affiliated Representative to comply with
the obligations substantially similar to those of the Recipient under this Agreement and, in
the event of any breach by such Representative, to take steps to require the Representative to
remedy the breach.
3.2 . The Recipient further acknowledges and agrees that any use or disclosure of Confidential
Information in the course of any engagement of the Recipient or its Representatives
(whether acting in their capacity as a director, officer, employee, consultant, advisor, agent,
sponsor, manager, trustee, partner, director, shareholder or member or any other similar
capacity or function) with an entity that is a competitor or potential competitor of the
Disclosing Party, will be unfair and prejudicial to the interests of the Disclosing Party, and is
accordingly, prohibited under this Agreement. Further, the Recipient agrees that it shall not,
and shall procure that its Representatives shall not (whether acting in their capacity as a
director, officer, employee, consultant, advisor, agent, sponsor, manager, trustee, partner,
director, shareholder or member or any other similar capacity or function):
(i) use any Confidential Information to discuss, review, invest in, finance, promote,
develop for itself or for any other person, materials, products or services which are
competitive with the business of the Disclosing Party and/ or the materials, products
or services contemplated by or embodied in any Confidential Information; and/ or
3
(ii) use the Confidential Information to the advantage a competitor or potential
competitor of the Disclosing Party, or in a manner that is prejudicial to the interest of
the Disclosing Party.
3.3 The Recipient further agrees that it shall, and shall procure that its Representatives shall
take all steps to restrict the flow of and access to Confidential Information to any
Representatives other than those who are involved in evaluating, negotiating and/ or
implementing the Proposed Transaction for or on behalf of the Recipient, in compliance
with standard practices and procedures (including those known as ‘Chinese Walls’ and
‘Ethical Screens’) with respect to handling of sensitive information.
4. Standard of Care. The Recipient agrees that it shall protect the Confidential Information
using at least the same degree of care that the Recipient applies to its own proprietary,
secret or confidential information but in no event less than a commercially reasonable
degree of care to prevent the unauthorized use, dissemination or publication of the
Confidential Information.
5. Insider Trading. The Recipient agrees that it shall, and shall procure that its
Representatives shall, comply with applicable laws in relation to unpublished price
sensitive information, including the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015..
6. Return of Confidential Information. Upon the written request of the Disclosing Party,
the Recipient shall, and shall procure that its Representatives shall destroy all
Confidential Information (including all notes, summaries, analysis, compilations, studies,
interpretations, memoranda and other documents prepared by the Recipient or its
Representatives that contain or reflect the Confidential Information) to the extent and as
soon as practically feasible. For the avoidance of doubt, the obligation to destroy any
notes, analysis, reports or memorandum that may have been prepared by the Recipient or
its Representatives based on the Confidential Information (“Secondary Information”)
shall apply only to the extent that such Secondary Information contains the Confidential
Information. Notwithstanding the foregoing, the Recipient and its Representatives may
retain copies of Confidential Information: (i) to the extent such retention is in accordance
with applicable law, rules and regulations; or (ii) as a part of automatic electronic
archiving and backup procedures based on bona-fide (written) existing corporate
governance policies, provided, however, that any Confidential Information so retained
shall be held in compliance with the terms of this Agreement. The Recipient shall
promptly confirm its compliance with this paragraph to the Disclosing Party in writing.
Any Confidential Information to the extent not permanently deleted or overwritten in the
ordinary course of business after the expiry of the term of this Agreement shall not be not
accessed or used for any purpose whatsoever except as required for regulatory
compliance purposes or bona-fide (written) existing corporate governance policies.
Further under no circumstance even after the expiry of the term of this Agreement can
any Confidential information be shared with a person directly engaged in the Competing
Business.
7. Court Order. In the event that the Recipient or any of its Representatives receive a
request to disclose all or any part of the Confidential Information from a regulatory,
4
judicial or government agency or in connection with any applicable law or legal
proceeding, the Recipient shall, to the extent practically feasible and legally permissible:
(i) promptly notify the Disclosing Party of the existence, terms and circumstances
surrounding such a request; (ii) consult with the Disclosing Party on the advisability of
taking steps to resist or narrow such request; (iii) if disclosure of such Confidential
Information is required, furnish only such portion of the Confidential Information that it
is legally required to be disclosed; and (iv) cooperate with the Disclosing Party (at the
cost and expense of the Disclosing Party) to obtain an order or other reliable assurance
that confidential treatment will be accorded to such portion of the Confidential
Information that is required to be disclosed.
8. Communications and Non-Solicitation. Without the prior written consent of the
Disclosing Party, the Recipient will not, and will procure that its Representatives shall not
(acting on behalf of the Recipient) initiate or cause to be initiated (other than through the
legal and / or financial advisors of the Disclosing Party, or such other contacts as may be
designated in writing by the Disclosing Party) any: (i) communication, whether public or
private, concerning the Confidential Information or the Proposed Transaction; (ii)
requests for meetings with management of the Disclosing Party, or any of its Affiliates in
connection with the Proposed Transaction; or (iii) communication relating to the business
of the Disclosing Party, or its Affiliates or the Proposed Transaction, in each case with
any officer, director or employee of the Disclosing Party, or any of its Affiliates. Further,
the Recipient will not, and will procure that its Representatives shall not (acting on behalf
of the Recipient), use Confidential Information to communicate with any customer,
supplier or vendor of the Disclosing Party or any of its Affiliates with respect to the
Proposed Transaction without the prior written consent of the Disclosing Party. However,
nothing in the preceding sentences of this paragraph shall prevent the Recipient or any of
its Representatives from making contacts in the ordinary course of business, in each case
unrelated to the Proposed Transaction and without use or reference to Confidential
Information. Furthermore, for a period 18 (eighteen) months from the Effective Date, the
Recipient shall not, directly or indirectly, without the prior written consent of the
Disclosing Party, hire, engage as a consultant, enter into any arrangement or contract
with, or solicit any executive/ management level employee of the Disclosing Party or any
of its Affiliates; provided, however, that the foregoing shall not apply to: (i) generalized
searches for such employees by use of advertisement in the media that are not targeted at
such employees of the Disclosing Party or any of its Affiliates; (ii) any employee
following cessation of such person’s employment with the Disclosing Party or its
Affiliates (as the case may be), so long as such cessation does not result from any
solicitation or encouragement by the Recipient; or (iii) any employee who contacts the
Recipient on his or her own initiative without prior solicitation by the Recipient.
9. Disclaimer of Warranty. Neither the Disclosing Party, nor its Affiliates, nor its advisors
nor any of their respective directors, officers, employees, agents or advisors have made or
make any express or implied representation or warranty, including any warranties of
fitness for a particular purpose (such as the Proposed Transaction), as to the accuracy,
reliability or completeness of the Confidential Information or any other information
provided to the Recipient or any of its Representatives by or on behalf of the Disclosing
Party. The Recipient agrees that the Confidential Information does not purport to be all-
5
inclusive and further agrees that, except as may be set forth in a definitive separate
written agreement with respect to the Proposed Transaction, the Disclosing Party, its
Affiliates, its advisors and their respective directors, officers, employees, agents and
advisors shall not: (i) have any liability (whether in contract, tort or otherwise) to the
Recipient or any of its Representatives resulting directly or indirectly from the receipt or
use of the Confidential Information or any other information by the Recipient or its
Representatives; (ii) have any obligation to provide any updates or revisions to any of the
Confidential Information at any time; and / or (iii) owe a duty of care to the Recipient or
its Representatives.
10. Property Rights. All Confidential Information disclosed to or acquired by the Recipient
or its Representatives and all embodiments thereof (including reproductions thereof) shall
remain the exclusive property of the Disclosing Party and/ or its Affiliates, as applicable.
Neither the Recipient nor any of its Representatives shall be entitled to claim any right,
title, interest or ownership in the Confidential Information, nor shall they be entitled to
patent the development, discovery or invention of any Confidential Information in any
patent application. No licenses or rights under any patent, copyright, trademark, trade
name, trade secret or other intellectual property are granted to the Recipient or any of its
Representatives, or are to be implied by reason of this Agreement.
11. Definitive Agreement; Proposed Transaction Process. Unless and until a definitive
written agreement with respect to the Proposed Transaction has been executed and
delivered, neither the Disclosing Party nor the Recipient shall be under any legal
obligation of any kind whatsoever with respect to the Proposed Transaction by virtue of
this or any other written or oral expression by any of them or their representatives except,
in the case of this Agreement, for the matters specifically agreed to herein. The Recipient
agrees that documents, whether containing the Confidential Information or otherwise,
made available to it in the course of, or for the purpose of, negotiations or discussions in
relation to the Proposed Transaction, shall not constitute an offer or invitation or
commitment by, or on behalf of, the Disclosing Party to undertake the Proposed
Transaction.
12. Remedies. The Recipient acknowledges that in the event of any breach of this
Agreement, the Disclosing Party may be irreparably damaged and may not be made
whole by monetary damages. Accordingly, the Disclosing Party, in addition to any other
remedy to which it may be entitled in law or in equity, may be entitled to seek an
injunction to prevent breaches of this Agreement, and to seek an order compelling
specific performance of this Agreement without the proof of actual damages.
13. Entire Agreement; Amendments. This Agreement represents the entire understanding
and agreement of the Parties hereto with respect to the matters contained herein, and may
be amended, modified or waived only by a separate writing executed by the Parties
expressly so amending, modifying or waiving this Agreement.
14. Assignment; No Waiver; Severability. This Agreement shall inure to the benefit of and
be binding upon the Parties and their respective successors and assigns. Neither Party
shall assign this Agreement or any part hereof without the prior written consent of the
other Party, and any proposed assignment without such consent shall be null and void.
6
No failure or delay by the Disclosing Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any right, power or
privilege hereunder. If any term, provision, covenant or restriction in this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions in this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated.
15. Representations Regarding Due Authority. Each Party warrants to the other that: (i) it
has full power and authority to enter into this Agreement; (ii) this Agreement has been
duly authorised for execution by it; and (iii) this Agreement, when executed, shall
become the legal, valid and binding obligation of that Party, enforceable against it in
accordance with its terms and conditions.
16. Governing Law. This Agreement shall be governed and construed in accordance with the
laws of India and subject to this paragraph, the Parties hereby submit to the exclusive
jurisdiction of the courts in Delhi.
17. Captions; Counterparts; Term. The captions contained in this Agreement are for
convenience only and shall not affect the construction or interpretation of any provisions
of this Agreement. No presumption or burden of proof shall arise favoring or disfavoring
a Party by virtue of the authorship of any provision of this Agreement. This Agreement
may be executed in multiple counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same Agreement, and may be
delivered by facsimile or other reliable electronic means. This Agreement shall terminate
on the earlier of: (a) two (2) years from the Effective Date; and (b) the execution of
definitive separate written agreement with respect to the Proposed Transaction, provided
that, without limiting the Recipient’s other obligations contained herein, the obligations
set forth in this Agreement shall continue with respect to any Confidential Information
not returned or destroyed in accordance with paragraph 6 hereof for two (2) years after
such termination.
18. Notices. Any notice required or authorized to be served hereunder shall be deemed to
have been properly served if delivered by hand, or sent by registered post, or sent by
electronic mail, to the Party to be served at the address specified below, or such other
address as a Party may notify from time to time. Unless the contrary is proved, notices
sent by registered post shall be deemed to have been delivered within 7 days after the date
of posting, notices sent by electronic mail shall be deemed to have been delivered within
24 hours of the time of transmission, and notices served by hand shall be deemed to have
been served when so delivered.
First Party
Address: Unit 406, 4th Floor, Worldmark-2 Aerocity, New Delhi – 110037
Email: csmfl@[Link]
Second Party
Address: Room No.2, Ramji Nivas, Vithal Wadi, Agra Road, Kalyan (West) Thane
Mumbai City, Maharashtra 421301 India
Email: [Link]@[Link]
7
19. Individual Liability Limitation. The Disclosing Party agrees that, to the extent
permitted by law and without prejudice to any claim it may have against the Recipient or
any of its Affiliates, no proceedings in respect of any such claim may be taken against the
Recipient's or its Affiliate's controlling persons, partners, members or agents to the extent
that these are individuals, provided that, in the event of any breach of this Agreement by
Recipient's or its Affiliate's controlling persons, partners, members or agents who are
individuals, the Disclosing Party shall have the right to seek injunctions against such
persons, without prejudice to any other recourse available to the Disclosing Party under
this Agreement or under law.
20. Data Room. To the extent contrary to the terms hereof, this Agreement will be deemed to
supersede, and shall not be modified or amended by the terms or conditions of use or
confidentiality or non-disclosure provision of any electronic data room established or
maintained by the Disclosing Party or its representatives, and no such terms or conditions
of use or confidentiality or non-disclosure provision required to be acknowledged to
access any such online data room will be considered binding on the Recipient or its
Representatives, to the extent the said terms and conditions are contrary to the terms of
this Agreement.
IN WITNESS WHEREOF, THIS AGREEMENT is executed and delivered effective as of the
date first written above.
For Mahaan Foods Limited
__________________
Authorised Signatory
Name:
Title:
For Indigo Infracon Private Limited
__________________
Authorised Signatory
Name: Mr. Chandan Prajapati
Title: Director