Elite Client Investment Advisory Agreement

This document constitutes a legally binding investment advisory agreement including most important terms and conditions, executed electronically pursuant to the provisions of the Information Technology Act, 2000, the Indian Contract Act, 1872 and the rules made thereunder and the Securities Exchange Board of India (Investment Advisers) Regulations, 2013 as amended from time to time.

Section A: Most Important Terms and Conditions (MITC)(Mandatory Disclosure under SEBI (Investment Advisers) Regulations, 2013)

These Most Important Terms and Conditions (“MITC”) are prescribed under the SEBI (Investment Advisers) Regulations, 2013 and relevant SEBI circulars. The Client is advised to read this section carefully before availing investment advisory services. These MITC form an integral, binding, and inseparable part of this Investment Advisory Agreement.

Regulatory Status of the Investment Adviser

FYNRO ADVISORY SERVICES PRIVATE LIMITED (“Investment Adviser” / “Adviser” / “IA”) is registered with the Securities and Exchange Board of India (“SEBI”) as an Investment Adviser under the SEBI (Investment Advisers) Regulations, 2013.

SEBI Registration No.: INA000021942

Nature and Scope of Advisory Services

The Adviser provides non-discretionary investment advisory services only. The Adviser does not:

• execute transactions,
• manage client funds or securities, or
• operate client bank or demat accounts.

All investment decisions are taken solely by the Client.

Acceptance of Fees only

The Investment Adviser (“IA”) shall accept payments only towards its fees for investment advisory services and shall not accept or hold any funds or securities of the Client in its own account or on the Client’s behalf.

No Assurance or Guarantee of Returns

• Investments are subject to market risks
• Past performance is not indicative of future results
• The Adviser does not provide any assurance or guarantee of returns, income or capital protection

Prohibition on Assured or Guaranteed Returns

Any scheme or representation offering assured, guaranteed, fixed, minimum, or risk-free returns, or any scheme of a similar nature, is prohibited by law. The Investment Advisor shall not offer or promote any such schemes.

Regulatory Scope of Advice

Investment advice provided by the Investment Adviser shall be restricted only to securities falling under the regulatory purview of SEBI.

If the Investment Adviser offers any products or services not regulated by SEBI, the Investment Adviser shall make a clear disclosure to the Client and obtain an appropriate declaration and undertaking that:

• such products/services are outside SEBI’s regulatory purview, and
• no recourse shall be available to the Client with SEBI for grievances relating to such products or services.

No Execution of Trades

This Agreement is solely for investment advisory services. The IA shall not execute or carry out any purchase or sale transaction on behalf of the Client without the Client’s specific, explicit, and positive consent for each transaction. The Client is advised not to grant execution authority to the IA without such explicit consent.

Fees & Regulatory Caps

The fees charged by the IA shall be subject to the maximum limits prescribed by SEBI / IAASB from time to time (applicable only to Individual and HUF Clients):

• Fixed Fee Model: Maximum ₹1,51,000/- per annum per family
• Assets Under Advice (AUA) Model: Maximum 2.5% per annum of AUA per family

Additional clarifications:

• The IA may change the fee mode only with the Client’s consent, subject to applicable caps.
• Fee limits exclude statutory taxes.
• Fee limits apply only to investment advice related to securities under SEBI.
• Fee limits do not apply to non-individual clients or accredited investors.

Advance Fees & Refund Policy

The IA may charge fees in advance if agreed by the Client, subject to SEBI limits (currently maximum one year).

Upon early termination by either party:

• Proportionate fees for the unexpired period shall be refunded.
• The Adviser may retain a breakage fee not exceeding one quarter’s advisory fee, as permitted by SEBI.

Modes of Payment

Fees shall be paid only through traceable banking channels such as cheque, bank transfer, UPI, or any other mode specified by SEBI from time to time. Cash payments are not permitted.

Optionally, fees may be paid through the Centralized Fee Collection Mechanism (CeFCoM) operated by BSE Limited (IAASB).

Client Financial Information

For providing advisory services, the IA is required to understand the Client’s financial position. Accordingly, the Client shall provide accurate financial information, including income, investments, liabilities, and related details.

Risk Profiling & Suitability

Investment advice is provided based on the Client’s:

• risk profile,
• financial situation,
• investment objectives, and
• investment horizon

• The Client agrees to provide true, complete, and accurate information.
• The Client shall promptly inform the Adviser of any material change in financial status or objectives.
• The assessed risk profile shall be communicated to the Client.

Conflict of Interest

Any actual or potential conflict of interest shall be disclosed to the Client promptly and in accordance with SEBI regulations.

No Commission / No Distribution or Referral Income

• The Adviser does not receive commissions, referral fees, incentives, or any third-party consideration from products advised to the Client.
• A strict client-level segregation (Chinese Wall) is maintained.
• No entity within the Adviser’s corporate group earns commission or distribution income from advisory clients or their family members.
• Wherever available, the IA shall recommend direct plans / non-commission based products.

Grievance Redressal Mechanism

In case of grievances, the Client may follow the steps below:

1. Step 1: Contact the IA through the contact details or escalation matrix available on its website.
2. Step 2: If unsatisfied, lodge a complaint on SEBI’s SCORES platform https://www.scores.sebi.gov.in/
3. Step 3: If still dissatisfied, initiate dispute resolution through the SMART Online Dispute Resolution (ODR) platform https://smartodr.in/

No Assurance from Registration or Certification

SEBI registration, IAASB enlistment, or NISM certification does not guarantee the performance of the IA or assure any returns to the Client.

Client Contact Details

The Client shall ensure that email address, mobile number, and other contact details are kept updated with the IA at all times.

Protection of Credentials

The IA shall never request the Client’s login credentials, passwords, or OTPs for trading, demat, or bank accounts. The Client shall never share such information with anyone, including the IA.

Governing Law

These MITC shall be governed by and construed in accordance with the laws of India.

Section B: Investment Advisory Agreement(Elite / Paid Clients)

Appointment of Investment Adviser

In accordance with the applicable laws and entirely at the Client’s own risk, the Client hereby appoints FYNRO ADVISORY SERVICES PRIVATE LIMITED as an Investment Adviser to provide non-discretionary investment advisory services under Regulation 19(1)(d) of the SEBI (Investment Advisers) Regulations, 2013, and the Investment Adviser accepts such appointment.

Scope of Advisory Services

• Advisory services are limited to providing investment advice and recommendations in securities permitted under SEBI regulations.
• The Adviser shall always act in a fiduciary capacity.
• The Adviser shall not execute transactions or hold client funds or securities or manage assets.
• Advice shall be based solely on the Client’s disclosed profile and risk assessment.

Client Consent & Mode of Communication

The Client confirms that:

• the nature, scope and limitations of advisory services are understood;
• an opportunity was provided to ask questions and interact with ‘person(s) associated with the investment advice’, upon written request from the Client;
• advice and communications will be provided electronically;
• MITCs have been read, understood and accepted prior to execution of this Agreement.

Functions, Duties & Obligations of Investment Adviser

The Investment Adviser undertakes to:

• Always comply with the SEBI (Investment Advisers) Regulations, 2013, circulars, notifications and amendments;
• Maintain continuous compliance with eligibility criteria prescribed under SEBI Regulations;
• Conduct client risk assessment including risk capacity and risk aversion;
• Provide reports to the Client on potential and existing investments;
• Maintain records including - Client KYC, Risk assessment, Suitability analysis, Advice rationale, Client register with dated advice etc.
• Subject itself to audit as prescribed under SEBI regulations;
• Abide by the Code of Conduct specified in the Third Schedule of the SEBI (Investment Advisers) Regulations.

Investment Objectives and Guidelines

• Investment advice shall be limited to securities under SEBI’s purview and shall recommend direct implementation / direct plans only;
• Advice shall be based on the agreed financial plan, strategy, risk profile, AUA and deployment horizon;
• Tax implications on investment advice and advisory fees shall be disclosed where applicable.

Client Representations & Obligations

The Client represents that:

• all information provided is accurate and complete;
• investment decisions are taken independently by the Client;
• the Adviser shall not be responsible for execution delays, pricing, or market outcomes.

Declaration by the Investment Adviser

The Investment Advisor hereby declares that:

• It shall not render any investment advice nor charge any fees until this Agreement is duly executed by the Client;
• It shall not manage funds or securities on behalf of the Client and shall only receive such sums of money as are necessary to discharge the Client’s liability towards advisory fees; and
• It shall not, hold out or imply any assured, minimum, target or guaranteed returns, accuracy percentage, or any nomenclature that conveys that the investment advice is risk-free or immune to market risks.

Risk Factors

The Client acknowledges that investments in securities are subject to market risks, including volatility, liquidity risk, credit risk and regulatory risk. A detailed risk disclosure is annexed hereto.

Validity and Renewal of Services

This Agreement shall remain valid for 1 (one year) and may be renewed upon mutual written consent.

Amendments

This Agreement may be amended only by mutual written consent of the Parties.

Termination

This Agreement may be terminated upon:

• Voluntary or mandatory termination by the Investment Adviser;
• Voluntary or mandatory termination by the Client;
• Suspension or cancellation of IA registration by SEBI;
• Action by any regulatory or governmental authority.

A 30-day prior written notice shall be required for voluntary termination.

Implications of Amendments and Termination

Upon amendment or termination:

• Fees shall be adjusted on a pro-rata basis;
• Refunds shall be made for unexpired periods;
• Transition support shall be provided where required.

Related Party and Arm’s Length Declaration

The Investment Adviser declares that it operates independently and at arm’s length from related parties and discloses conflicts where applicable.

Other Activities and Client-Level Segregation

The Investment Adviser represents that:

• It shall not provide distribution services to advisory clients;
• It shall not provide advisory services to distribution clients; and
• No group entity shall violate client-level segregation norms.

Representation to Client

The Investment Adviser shall obtain all necessary consents from the Client prior to undertaking any action relating to advised securities.

No Right to Seek Power of Attorney

The Investment Adviser shall not seek or accept any Power of Attorney or authorization for execution of transactions on behalf of the Client.

Conflict of Interest Disclosure

All conflicts shall be disclosed, and no direct or indirect benefit shall be derived from Client investments.

Maintenance of Accounts

The Investment Adviser shall maintain Client data confidentially and in compliance with SEBI regulations and applicable data protection laws.

Confidentiality & Data Protection

• Client data shall be protected in accordance with the Digital Personal Data Protection Act, 2023.
• Cybersecurity measures comply with SEBI’s Cyber Security & Cyber Resilience Framework (CSCRF).
• Data shall not be shared except as required by law, regulation, or SEBI direction.

Terms of Fees and Billing

Detailed fee schedule, illustrations, billing periodicity, advance payment terms and traceable payment modes are set out in Annexure ….. Cash payments are strictly prohibited.

Limitation of Liability

The Investment Adviser shall not be liable for losses arising from market fluctuations or under-performance of advised securities.

Representations and Covenants of the Investment Adviser

The Investment Adviser represents, warrants, and covenants that:

• It is duly registered with SEBI as an Investment Adviser and shall continue to meet all eligibility, fit and proper, and regulatory requirements under the SEBI (Investment Advisers) Regulations, 2013 throughout the term of this Agreement;
• Its Principal Officer and all persons associated with investment advisory services possess and shall maintain the requisite qualifications, certifications, and experience as prescribed under applicable SEBI regulations;
• It has obtained and shall maintain all necessary regulatory, statutory, corporate, and third-party approvals, consents, and authorisations required to provide investment advisory services; and
• It shall comply at all times with applicable laws, SEBI regulations, circulars, directions, and the Code of Conduct, and shall promptly notify the Client of any material change affecting its registration, eligibility, or ability to provide advisory services.

Death, Incapacity or Insolvency of Client

Upon death, incapacity, or insolvency of the Client:

• Advisory services shall cease immediately;
• Legal heirs or representatives shall be dealt with in accordance with applicable law and SEBI regulations; and
• Unutilized fees, if any, shall be handled as per SEBI-prescribed refund norms.

Dispute Resolution

Disputes shall be resolved through:

• Mutual consultation
• SEBI-recognized ODR mechanism, where applicable
• Arbitration in India in accordance with the Arbitration and Conciliation Act, 1996

Grievance Redressal Timelines

Grievances shall be resolved within timelines prescribed by SEBI.

Governing Law & Jurisdiction

This Agreement shall be governed by the laws of India. Courts at Kancheepuram, Tamil Nadu, India shall have exclusive jurisdiction.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, statute, rule, or regulation, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect.

Force Majeure

The Investment Adviser shall not be liable for any delay, interruption, or failure in performance of its obligations under this Agreement arising from events or circumstances beyond its reasonable control, including but not limited to acts of God, acts of civil or military authority, national emergencies, war, insurrection, lockdowns, riots, strikes or work stoppages, fire, flood, natural calamities, failure of electronic or communication systems, failure of power supply or equipment or any kind of system breakdowns not attributable to the Investment Adviser. In such events, the Investment Adviser shall take reasonable steps to minimize service disruption but shall not incur any liability for such delays or interruptions.

Further Assurances

Each Party agrees to perform such further acts, deeds, and things and to execute such further documents or agreements as may be reasonably necessary to give full effect to the purposes and intent of this Agreement and to ensure compliance with applicable laws and regulatory requirements.