CLIENT ADVISORY ENGAGEMENT AGREEMENT

This Agreement is executed on this 16th day March 2026 (“Effective Date”) BETWEEN Sharad Mishra (Operating as a SEBI-registered Research Analyst vide registration number IHN000005908) Hereinafter referred to as the “Advisor”

    The Advisor shall provide research-based market guidance and strategic advisory inputs limited to:

    • Nifty Options Strategies
    • Stock Options (Equity Derivatives) Strategies
    • Derivative risk-managed trading frameworks

    The Advisor:

    • Does not manage client funds
    • Does not execute trades
    • Does not have access to the Client’s trading or bank accounts
    • This engagement is strictly advisory in nature.

    This engagement is applicable only for clients deploying a minimum trading capital of ₹5,00,000 (Rupees Five Lakhs Only).

    The Client confirms that they:

    • Understand the risks involved in derivatives trading
    • Are financially capable of participating in options trading
    • Trade strictly based on their own risk appetite
    • Take full responsibility for capital deployment decisions

    2.1 Capital Suitability Rationale


    The Client acknowledges that the minimum capital requirement is stipulated solely to ensure:

    • Appropriate risk management and drawdown tolerance
    • Viability and disciplined execution of risk-managed options strategies
    • Fairness and proportionality of the performance-linked advisory fee mechanism

    The Client understands that this requirement does not constitute any guarantee of performance or profitability.


    3.1 Performance-Linked Advisory Fee


    The Client agrees to pay a performance-linked advisory fee structured as follows:

    • ₹1,99,800/- (Rupees One Lakh Ninety-Nine Thousand Eight Hundred Only) for every ₹5,00,000 (Rupees Five Lakhs) of Net Realized Trading Profit

    This fee:

    • Applies only to trades advised by the Advisor
    • Is calculated only on realized profits
    • Is not a guarantee or assurance of returns
    • Does not promise any fixed or minimum income

    3.2 Advance Against Performance-Linked Advisory Fee


    3.2.1 To commence advisory services, the Client shall pay an advance amount of ₹1,99,800/-, which shall be treated as an advance adjustable against future performance-linked advisory fees.


    3.2.2 The advance amount:


    • Is not a fixed or standalone advisory fee
    • Represents an advance collection of performance-linked advisory fees
    • Shall be adjusted against the first eligible performance-linked fee liability arising upon realization of profits

    3.2.3 Upon realization of ₹5,00,000 of Net Realized Trading Profit, the advance paid shall be:


    • Fully adjusted against the performance-linked advisory fee payable for that profit block

    3.2.4 In case profits are not realized or do not reach the specified threshold:


    • The advance shall be treated as consideration for advisory services already rendered
    • No refund, return, or income is assured or implied

    3.3 Additional Disclosure on Performance-Linked Advisory Fees


    The Client expressly confirms and acknowledges that:

    • The performance-linked advisory fee structure has been mutually discussed, commercially negotiated, and voluntarily agreed
    • The advance collected is only an adjustable component of the performance-linked advisory fee
    • No guaranteed, fixed, or minimum returns have been promised
    • This arrangement does not constitute portfolio management, fund management, or execution services
    • The Client has had the opportunity to seek independent financial, legal, or tax advice before agreeing

    3.4 Advisory Fee Payment & Mode


    All advisory fees shall be paid only towards advisory services and not towards any investment, capital deployment, or fund-management activity.

    The Client may make advisory fee payments through either of the following modes:


    3.4.1 Direct Bank Transfer


    Payments may be made directly to the Advisor’s designated bank account:

    • Account Name: sharadmishra.com
    • Bank Name: __________________________
    • Account Number: ____________________
    • Account Type: _______________________
    • IFSC Code: __________________________

    3.4.2 Online Payment Gateway (CC Avenue)


    Alternatively, the Client may make payments through the CC Avenue payment gateway integrated on the Advisor’s official website:

    Website: https://www.sharadmishra.com

    Payments made through the payment gateway shall be treated as advisory fee payments and shall be supported by system-generated transaction confirmations.


    3.4.3 Payment Acknowledgments


    The Client confirms that:

    • Payments are made solely as advisory fees
    • Payments do not grant any authority to the Advisor to trade, invest, or manage funds
    • No cash payments shall be accepted
    • All payments shall be made only through verifiable and auditable banking channels

    4.1 Scope


    • Applies only to trades advised by the Advisor
    • Independent trades are excluded
    • Only closed and realized trades are considered

    4.2 Net Realized Profit


    Net Realized Profit =
    Total Realized Gains from Advised Trades
    LESS:
    Total Realized Losses from Advised Trades
    Unrealized or open positions are excluded.


    4.3 Excluded Costs


    • Brokerage
    • Exchange charges
    • STT, GST, stamp duty, SEBI charges
    • Other statutory levies

    4.4 Fee Trigger


    • ₹1,99,800 payable for every ₹5,00,000 of Net Realized Profit
    • Profit calculated cumulatively
    • Partial profit blocks carry forward

    4.5 Records & Disputes


    • Broker contract notes are final and binding
    • Disputes resolved amicably
    • No coercive recovery pending resolution

    In case of disagreement:

    • Broker trade confirmation reports shall prevail
    • Any calculation discrepancy shall be resolved amicably in good faith
    • Pending resolution, no coercive recovery shall be undertaken

    DISPUTE-REDUCTION EXAMPLES
    (Highly recommended – SEBI loves examples)
    Illustrative Examples (For Clarity Only)

    Example 1: Profit Below Threshold
    If Net Realized Profit = ₹3,50,000
    → No performance-linked advisory fee is payable at this stage
    → Profit carries forward

    Example 2: Profit Crossing Threshold
    If cumulative Net Realized Profit = ₹5,20,000
    → Performance-linked advisory fee payable = ₹1,99,800
    → Balance ₹20,000 carries forward

    Example 3: Mixed Profit and Loss Trades
    Trade
    Result

    Trade 1
    +₹2,00,000

    Trade 2
    −₹1,20,000

    Trade 3
    +₹4,50,000
    Net Realized Profit = ₹5,30,000
    → Advisory fee payable = ₹1,99,800

    Example 4: Independent Trades Excluded
    If Client earns ₹6,00,000 profit from:

    • ₹4,00,000 from advised trades
    • ₹2,00,000 from independent trades

    → Only ₹4,00,000 is considered
    → No performance-linked fee payable yet

    The Client acknowledges that:

    • Trading involves market risk
    • No guaranteed or assured returns are promised
    • Past performance does not indicate future results
    • Options trading may result in partial or total capital loss

    This Agreement complies with SEBI (Research Analysts) Regulations, 2014.

    The Client retains full control over funds and execution.The Advisor has no execution or withdrawal rights.

    The Advisor shall not be liable for losses arising from:

    • Execution errors
    • System failures
    • Slippage or volatility
    • Dealer or human errors

    All strategies, communications, and engagement terms are confidential.

    All strategies, communications, and engagement terms are confidential.

    Either party may terminate with written notice. Fees accrued till termination remain payable. Advance adjustment rules remain applicable.

    This Agreement shall be governed by Indian laws.
    Jurisdiction: Mumbai Courts only.

₹ 1,99,800

Including GST

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