Research recommendations and Advised Trades under this Agreement shall be communicated through the Advisor’s Private and Exclusive Telegram Advisory Channel, associated with designated mobile number:
9820209987

(“Designated Telegram Channel”).

An Advised Trade may specify:

• Security/index;
• Option contract and strike;
• Buy/Sell direction;
• Entry price/range;
• Target(s);
• Stop-loss;
• Modification;
• Exit/closure; and
• Relevant risk-management instructions.



Each such communication shall constitute an “Advised Trade.”




The Telegram-generated date and time stamp shall constitute the primary contemporaneous evidence of what was advised and when it was advised.

For standardized recording and calculation of the research recommendations, each qualifying Advised Trade shall be calculated using:

₹10,00,000 MODEL/NOTIONAL CAPITAL PER ADVISED TRADE

The Advisor shall maintain a Money Management Sheet / Model Trade Record for qualifying Advised Trades.
It shall record, wherever applicable:

• Trade
• Date/Time
• Entry
• Target
• Stop-loss
• Exit
• ₹10,00,000 model capital;
• Model quantity;
• Model profit/loss; and
• Cumulative profit/loss.



The time-stamped Telegram recommendation and corresponding Money Management Sheet shall constitute the primary record of the Advisor’s research recommendation and its standardized/model outcome.

The Client shall independently select and appoint the Client’s stock broker/dealer.
The Advisor shall have no responsibility for selecting, appointing, supervising or controlling the Client’s broker.
At the Client’s written request, an authorized representative of the Client’s independently appointed stock broker/dealer may be permitted access to the Designated Telegram Channel so that the Client and such representative can receive the same time-stamped research communication simultaneously.
Such access:

• Is provided solely for the Client’s convenience;
• Does not constitute an execution instruction from the Advisor;
• Does not create an agency relationship between Advisor and broker;
• Does not authorize the Advisor to place orders;
• Does not make the broker the Advisor’s representative; and
• Does not make the Advisor responsible for execution.



Any authority to execute transactions exists solely between the:
CLIENT ↔ CLIENT'S STOCK BROKER/DEALER
The Advisor remains solely the provider of research recommendations.

The Advisor’s obligation is fulfilled by communicating the applicable time-stamped research/trade setup through the Designated Telegram Channel.
The Advisor does not undertake to ensure that the Client or Client’s broker:

• Executes every Advised Trade;
• Executes the full model quantity;
• Executes at the model price;
• Achieves the model target;
• Exits at the model price; or
• Achieves the Money Management Sheet P&L.



Actual execution may differ because of:

• Slippage;
• Market volatility;
• Bid-ask spreads;
• Delayed execution;
• Partial execution;
• Order rejection;
• Broker/dealer error;
• Network/system failure;
• Margin availability; or
• Other execution circumstances.

The Parties recognize that a model trade communicated correctly by the Advisor may not necessarily be executed identically by the Client’s broker.
Accordingly, the Advisor voluntarily adopts a Client-protective reconciliation mechanism.
The purpose of this mechanism is to ensure that the Advisor does not claim performance-linked compensation on model profits which the Client did not reasonably realize because qualifying Advised Trades were missed or materially affected by genuine execution differences.

Where an Advised Trade is executed by the Client/broker but the actual result differs from the Money Management Sheet because of genuine execution differences, the Advisor may accept a documented variation of up to:

±15%


from the model result for reconciliation purposes.
This tolerance is voluntarily provided by the Advisor for the benefit of the Client.
It:
• Does not make the Advisor responsible for execution;
• Does not constitute compensation for broker error;
• Does not guarantee execution within 15%;
• Does not alter the Advisor’s original research record; and
• Exists solely to achieve fair reconciliation between model and actual Client performance.



Broker contract notes, trade books, order books or other verifiable broker-generated records may be used to establish actual execution.

Where a qualifying Advised Trade appearing in the Telegram Money Management Sheet was not actually executed by the Client/broker, the Advisor shall not claim performance-linked compensation attributable to the model profit from that unexecuted trade.
Accordingly:
Model Profit ≠ Automatically Chargeable Client Profit
Where the Money Management Sheet records a profitable Advised Trade but the Client demonstrates through appropriate broker records that the trade was not executed, the model profit attributable to that unexecuted trade shall be excluded from the profit base used for determining performance-linked compensation.
The Advisor voluntarily accepts this adjustment in order to ensure that compensation, wherever legally permissible, is not claimed merely on theoretical/model profit that the Client did not realize.

Where an Advised Trade was executed but the actual execution materially differed from the model because of genuine broker/execution circumstances, the Parties shall reconcile the result using:

1. The Telegram Advised Trade;
2. The Money Management Sheet;
3. Broker-generated execution records; and
4. The maximum ±15% execution-tolerance mechanism.

The purpose shall be to determine a fair attributable realized result while protecting both Parties from unreasonable differences caused by execution.

Client-initiated changes to quantity, strategy, entry, stop-loss or exit shall not automatically qualify as broker execution error.

For purposes of any legally permissible performance-linked fee:
Net Attributable Realized Profit shall mean cumulative realized profits attributable to qualifying Advised Trades actually executed by the Client, less realized losses attributable to such qualifying Advised Trades, after applying any eligible Client-protective execution reconciliation under this Agreement.
Accordingly:

• Unexecuted profitable model trades shall not create a performance fee;
• Executed losing Advised Trades shall reduce the cumulative result;
• Open/unrealized trades shall be excluded until closure; and
• Independent Client trades shall be excluded.

Where and only to the extent legally permissible under the regulatory framework applicable to the particular Client, the Parties commercially agree that:


₹5,00,000


shall become payable for every
₹12,50,000
of cumulative Net Attributable Realized Profit.
Any residual profit below a completed ₹12,50,000 block shall carry forward.
No fee shall arise merely because a theoretical/model profitable trade appears in the Money Management Sheet if that profitable trade was not actually executed by the Client.
This commercial arrangement shall operate only to the extent permitted for the Client category concerned under applicable SEBI regulations, circulars and RAASB requirements.

Where legally permissible, the Client shall pay ₹5,00,000 as an advance adjustable against future advisory fee liability.
The advance:

• Is not trading capital;
• Is not an investment deposit;
• Shall not be traded by the Advisor;
• Does not provide trading authority to the Advisor; and
• Does not constitute an assurance of future profits.



Adjustment/refund of the advance shall remain subject to applicable regulatory requirements.

Before applying the performance-linked commercial mechanism, the Client shall be classified for regulatory purposes as applicable, including whether the Client is:
Individual/HUF – Non-Accredited Investor:☐
Accredited Investor:☐
Non-Individual Client:☐
Other: __________________________
Where the Client is an individual/HUF who is not an accredited investor, all mandatory SEBI/RAASB fee limits, advance-fee restrictions, refund requirements and related protections applicable to such Client shall prevail over the commercial formula contained in this Agreement.
Where applicable SEBI provisions permit bilaterally negotiated fee terms for the relevant Client category, the commercial arrangement contained herein shall apply subject to all other applicable regulatory requirements.

Permitted payments shall be made only through auditable banking/payment channels.
Bank Transfer
Account Name: sharadmishra.com
Bank: __________________________
Account Number: ________________
IFSC: __________________________
or through the payment gateway provided on the Advisor’s official SharadMishra.com website.
No cash payment shall be accepted.

The Client expressly acknowledges that:

• Options and derivatives trading involves substantial risk;
• Partial or complete capital loss is possible;
• Stop-loss orders may not always execute at the specified price;
• Market gaps may result in larger losses;
• No assured or guaranteed return has been promised;
• No minimum income has been promised;
• No capital protection is provided;
• Past performance does not guarantee future results; and
• Every research recommendation can result in profit or loss.

The intended engagement period shall be 12 months from the Effective Date.
Any termination, premature discontinuation, refund, fee adjustment or settlement shall remain subject to applicable SEBI/RAASB requirements.
On termination, the Parties shall prepare a final reconciliation of:

• Qualifying executed Advised Trades;
• Attributable realized profits;
• Attributable realized losses;
• Eligible execution adjustments;
• Fees already paid;
• Advance amounts;
• Fees lawfully accrued; and
• Amounts lawfully refundable or adjustable.



Any amount lawfully payable by the Client to the Advisor shall remain payable.
Any amount lawfully refundable or payable by the Advisor to the Client shall likewise be settled.
No provision of this Agreement shall eliminate a termination/refund right that applicable law prohibits the Client from waiving.

The Advisor shall maintain records relating to research services and Client communications for the period required under applicable SEBI regulations/circulars.
Relevant records may include:

• Telegram advisory communications;
• Research basis/supporting records;
• Money Management Sheets;
• Client consent;
• Fee/payment records;
• Client correspondence; and
• Reconciliation records.

The Private Telegram Channel, research, strategies, trade setups and Money Management Sheets are confidential/proprietary material.
The Client shall not commercially distribute, reproduce or provide unauthorized third-party access to such material.
Access specifically authorized for the Client’s nominated broker/dealer shall not violate this provision.

The Advisor is a SEBI-Registered Research Analyst and this Agreement remains subject to the SEBI (Research Analysts) Regulations, 2014, applicable Master Circulars, RAASB requirements and amendments from time to time.
If any provision of this Agreement conflicts with a mandatory regulatory requirement, the mandatory regulatory requirement shall prevail.

• Does not make the Advisor responsible for execution;
• Does not constitute compensation for broker error;
• Does not guarantee execution within 15%;
• Does not alter the Advisor’s original research record; and
• Exists solely to achieve fair reconciliation between model and actual Client performance.



Broker contract notes, trade books, order books or other verifiable broker-generated records may be used to establish actual execution.

This Agreement shall be governed by Indian law and applicable securities-market regulations.
Subject to mandatory regulatory dispute-resolution mechanisms, courts of competent jurisdiction in Mumbai shall have jurisdiction.

The Client declares and confirms that:



1. The Client has voluntarily entered into this engagement.
2. The Client is financially capable of allocating ₹25,00,000 toward derivatives without disturbing essential financial requirements.
3. Such allocation does not adversely affect household expenditure, emergency requirements, debt obligations or basic financial discipline.
4. The Client is participating as part of the Client’s broader investment/trading portfolio and diversification objectives.
5. The Client understands the substantial risk of derivatives trading.
6. The Client understands that ₹10,00,000 per trade is model/notional capital used for standardized research tracking.
7. The Advisor provides research recommendations but does not execute trades.
8. The Client independently appoints and authorizes the Client’s broker.
9. The Client may request the Client’s broker/dealer representative to receive Telegram research communications simultaneously.
10. The Advisor shall not claim performance-linked compensation on a profitable model trade that the Client can establish was not actually executed.
11. Genuine execution differences may receive the Client-protective reconciliation treatment provided under this Agreement.
12. No guaranteed return, assured return or capital protection has been promised.
13. The Client has read and understood the applicable risk disclosures and commercial terms.
14. All fee provisions are subject to mandatory SEBI/RAASB requirements applicable to the Client’s regulatory category.

SIGNATURES

CLIENT