EMPLOYMENT AGREEMENT

BETWEEN

Jainam Broking Limited

AND

Mr Sachin Sharma
 TABLE OF CONTENTS

1. Definitions and Interpretation

2. Employment
3. Term of Employment
4. Country of Employment
5. Remuneration and Compensation
6. Holidays / Annual Leave / Sick Leave
7. Expenses
8. Group Benefits
9. Representation of Employee
10. Confidentiality
11. Restrictions
12. Termination
13. Company’s Regulations
14. Indemnification
15. General Provisions
Schedule A – Duties of Employee
Schedule B – Policies and Procedures
Schedule C – Salary
This EMPLOYMENT AGREEMENT is made and executed on this 01/04/2024 by and between.

Parties: (1) Jainam Broking Limited, a company incorporated under (Indian) The
companies Act, 1956 having Corporate Identification No.:
U67120GJ2003PLC043162 and having corporate office at P03-02C,
P03-02D & P03-02E, 3rd Floor, WTC Tower (51A), Road 5E, Block 51,
Zone 5, DTA, GIFT CITY Gandhinagar GJ 385355 and registered office at
Jainam House, Plot No. 42, Near Shardayatan School, Piplod, Surat GJ
395007 (hereinafter referred to as the “Company”, which expression shall,
unless repugnant to the context thereof, include its successors and
permitted assigns); AND

(2) Mr Sachin Sharma presently residing at C-6/ F-3 SHYAM ENCLEVE,

SAHIBABAD GHAZIABAD,GHAZIABAD,UTTAR
PRADESH,201005
GHAZIABAD-201005 UTTAR PRADESH], a resident Indian, having
PAN: EUVPS9283L (hereinafter referred to as the “Employee”)

Company and Employee shall hereinafter jointly be referred to as the “Parties” and individually as
“Party”.

1. Definitions and Interpretation

1.1 Definitions:

1.1.1 Affiliates: shall mean relation to the Company, its employees, , officers, agents,
representatives, experts and advisers of the Company or any person duly authorised to act on
behalf of the company;

1.1.2 Agreement: shall mean this employment agreement together with all Schedules to this
agreement, as may be amended from time to time in the manner provided herein;

1.1.3 Applicable Law: shall mean all applicable statutes, enactments, acts of legislature, laws,
ordinances, rules, bylaws, regulations, notifications, circulars, administrative interpretations,
notices, guidelines, policies, directions, injunctions, directives, requirements, rulings,
judgments, decrees, orders or other instruments of any authority which has the force of law
applicable to any Party, as is in force from time to time;

1.1.4 Employees of company: shall mean the employees of the company

 1.1.5 Cause: shall have the meaning as specified under clause (s)(a) of this Agreement;

1.1.6 Confidential Information: shall have the meaning as specified under clause 10 of this
Agreement;

1.1.7 Policies and Procedures: shall mean the policies and procedures of the company and/or its
Affiliates, including the global and regional conflict policies required by the company and/or
its Affiliates’ clients, as approved and issued by the Company or its designee from time to time
including without limitation, the standard reporting, budgeting, and compliance practices with
respect to legal, financial, human resources and information technology matters as set out under
Schedule B of this Agreement;

1.1.8 Related Party: shall have the meaning as specified under section 2(76) of the Companies Act,
2013 (as amended from time to time);

1.1.9 Schedules: shall form part of this Agreement and shall have effect as if set out in full in the
body of this Agreement. Any reference to this Agreement includes the Schedules;

1.1.10 Term of Employment: as referred under clause 3 of this Agreement;

1.1.11 Termination:as referred under clause 12 of this Agreement;

1.2 Interpretations:

In this Agreement
2. words denoting one gender include all genders, words denoting individuals or persons include
corporations and trusts and vice versa, words denoting the singular include the plural and vice
versa, and words denoting the whole include a reference to any part thereof;
3. unless the context otherwise requires, a reference to one gender shall include a reference to the
other genders;
4. clause and paragraph headings are inserted for ease of reference only and shall not affect the
interpretation of this Agreement;
5. references to recitals, clauses, paragraphs, sub-paragraphs and Schedules are to the recitals,
clauses, paragraphs, sub-paragraphs and Schedules of this Agreement;
6. time is of the essence in the performance of the Parties’ obligations. If any time period specified
herein is extended, such extended time shall also be of the essence;
7. references to this Agreement or any document or agreement includes references to such document
or agreement as validly amended, novated, supplemented, varied or replaced from time to time;
8. a reference to a statute or statutory provision is a reference to it as amended, extended or
re-enacted from time to time;
9. an obligation on a party not to do something includes an obligation not to allow that thing to be
done; and
 10. a reference to an authorization includes an approval, authorization, consent, exemption, filing,
license, notarization, registration and resolution;

2. Employment

The company hereby employs Employee and the Employee agrees to serve, as Dealer during the
Term of the Employment. In such capacity, the Employee shall be responsible for the duties set
forth in Schedule A, which may be amended from time to time by the Company, and performing
those duties and given such authority as is consistent and commensurate with the Employee’s
position, as may from time to time be reasonably directed by the company.

3. Term of Employment

Employee's employment as a full-time Employee of the company shall commence on the date of
execution of this Agreement and be continuous for a minimum period of [1] years unless
terminated earlier or in accordance with the provisions of clause 12 of this Agreement.

4. Country of Employment

The Employee's normal place of work shall be based in India, or at such other place as may be
agreed between the Parties In connection with the employment with the company, Employee
shall be based on the registered office of the company(“Place of Performance”) except for travel
reasonably required for business and for any such purposes which company may think fit and
proper. However, the Employee’s duties, responsibilities and obligations shall be liable for
transfers to and postings at any office/ branch/ department/ division of the company, or to any of
the company’s business associates/ Affiliates, subsidiaries, clients/ customer organizations,
consultants, or vendors/ suppliers of the Company on terms not less favourable than those
stipulated hereunder.

The Employee shall undertake local and overseas travel, as may be required, for the proper
performance of the Employee's duties, responsibilities and obligations hereunder.

5. Remuneration and Compensation

(b) Remuneration

In consideration of the duties performed by the Employee, the Company shall pay to the
Employee a remuneration as described under Schedule C and be payable as described under
Schedule C. Company may, in its sole discretion, revise such remuneration annually. All
 payments received by the Employee pursuant to his appointment would be subject to
applicable statutory deductions as per applicable law including but not limited to tax
deduction at source.

(b) Deductions

All the payments shall be as per the Company’s Policies and Procedures in force from time to
time. Appropriate deductions shall be made in accordance with applicable law including but
not limited to Income Tax Act, 1961 (as amended from time to time) such as contribution to
provident fund, etc. Any payment by way of statutory obligations or otherwise that may arise
in the course of and arising out of the employment shall be liable for adjustment against the
salary. The Employee shall be solely responsible for all personal and other taxes, payable
under applicable law, including the preparation and filing of such tax returns to the
appropriate authorities. To the extent permitted by applicable law, at any time during the
Employee’s employment with the Company, or upon its termination (howsoever arising),
Company shall be entitled to deduct from the Employee’s Salary (or from any other payments
due to the Employee in respect of his employment or its termination), any monies due from
the Employee to Company including, without limitation, any outstanding loans or advances,
the cost of repairing any damage or loss to Company’s property caused by the Employee (and
of recovering the same), excess annual leave pay and/or any other monies owed by the
Employee to the Company.

(c) Hours of Work

The Employee shall work such hours as may reasonably be required for the proper
performance of the Employee's duties, responsibilities and obligations hereunder and shall
devote all of his attention and all of his working time, as well as such additional hours of
work, as may be required, from time to time, for the conduct of his duties and responsibilities
in a proper, loyal and efficient manner and to carry out the intent of this Agreement and to
promote the interests of the Company and its business.

(d) Variable Component.

The payment / receivable (settlement cycle) of variable pay component shall be minimum 6
(six) months or such other term as may be prior informed by the Company to the Employee,
as moreover described under Schedule C.

(e) Indemnifying the company:

Employee will maintain trading discipline and acumen and will take all the care not to lose
capital of the company
6. Holidays / Annual Leave / Sick Leave

(a) Statutory Holidays / Annual Leave

In addition to any local statutory holidays, the Employee shall be entitled to 12 working days
paid annual leave per calendar year, subject to any adjustment on a pro rata basis if the
Employee’s attendance for any particular calendar year is less than 12 (twelve) months.
Annual leave, which remains to be availed of within 12 (twelve) months, shall be forfeited
after the expiry of each year of employment, unless the prior consent of the director not to
forfeit such leave is obtained by the Employee.

No payment in lieu of unused annual leave will be made. If the Employee has taken holiday
in excess of the Employee's entitlement, a deduction will be made from the Employee’s
salary, at the appropriate rate calculated in accordance with the company’s policy

7. Expenses

The company shall reimburse the Employee for all lawful, reasonable and necessary expenses
incurred by the Employee in connection with the performance of the Employee's duties,
responsibilities and obligations hereunder on submission of detailed documented statement of
such expenses supported by evidence by the Employee to the company. Further, all reasonable
travel related expenses incurred during business related trips, shall be reimbursed by the
company to the Employee in accordance with the company’s policy in this regard, if any, and
upon production of official receipts or other evidence thereof.

8. Group Benefits

The Employee shall have the right to participate in all group benefit plans generally offered to
employees in India, medical insurance (reimbursements of any claims by the Employee shall be
limited to the applicable amounts actually received by the company rom the insurer) and group
personal accident assurance, but subject to:

(a) acceptance by the insurer of the Employee under the relevant policy; and

(b) the terms, conditions and exclusions of the relevant policy; and the company’s right at any
time to seek and obtain insurance on different terms and levels of benefits to those
applying at the commencement of the Employee's employment.
.
 9. Representation of Employee

 The Employee hereby represents to the company that:

a) He is competent and free to enter into this Agreement and has full power and absolute
authority to enter into this Agreement;

b) The credentials and information provided by the Employee to the company with respect to
the Employee's qualifications and ability to perform the duties, responsibilities and
obligations under this Agreement are true, correct and accurate and the company is engaging
the Employee as an employee of the company based on the data, information and
representations contained herein;

c) This Agreement when executed and delivered by the Employee will constitute a valid and
legally binding obligation of the Employee, enforceable in accordance with its terms;

d) The execution, delivery and performance of this Agreement by the Employee will not
conflict with, result in a breach of or default under any applicable law, or any order, writ,
injunction or decree of any court or governmental or regulatory authority, or any agreement,
arrangement or understanding, written or oral, to which the Employee is a party or by which
the Employee or any of his assets are bound;

e) The Employee is not engaged directly or indirectly in any business, profession or commercial
activities;

f) The Employee is not subject to any contractual restriction, obligation, agreement,

arrangement, contract, understanding, court order or otherwise, which in any way, directly or
indirectly, limits, restricts or prevents, or will limit or will restrict or prevent him from
performing all or any of his obligations, responsibilities and duties contained herein;

g) The Employee has all the necessary licences, permissions, consents, approvals, qualifications
and memberships required of the Employee to perform the duties, responsibilities and
obligations hereunder and the Employee has never been suspended, censured or otherwise
been subject to any disciplinary action or other proceeding, litigation or investigation by any
regulatory, governmental, judicial or quasi – judicial body, authority, agency or organisation.

h) Each of the representations of the Employee provided in this Agreement is independent of

other representations contained herein.
 10. Confidentiality

a) The Employee acknowledges that, in the course of the Employee's employment, the Employee
will or may have access to and become informed of confidential and proprietary information of
the company or a Related Party of the company(the “Confidential Information”) and the
Employee further acknowledges that all such Confidential Information is and will remain at all
times the property of the company.

b) Confidential Information shall mean all information of any nature and in any form, whether
written, oral or electronic, that is disclosed to or known to the Employee as a consequence of or
through employment with the company, whether such information is developed by the company
or is submitted to the company in confidence by third parties and shall include, without
limitation:

c) Any information concerning the business accounts, finance plans or strategies of the company, a
Related Party of the company or of any customer of the company or a Related Party of the
company;

d) Any confidential report or research commissioned by or on behalf of the company, a Related

Party of the company or any of their respective clients in connection with the business or affairs
of the company, a Related Party of the company or any of their respective clients;

e) Any trade secrets of the company or a Related Party of the company, including know-how and
confidential transactions; and

f) Any other information deemed confidential by the company or a Related Party of the company
which has or may have come to the knowledge of the Employee in the course of the Employee's
employment.

 Confidential Information shall not include any information that was part of the public domain at
the time of disclosure to the Employee or becomes part of the public domain, otherwise than as a
result of a direct or indirect disclosure by the Employee in breach of this Agreement.

 The Employee shall, in the course of the Employee's employment, use

Confidential Information only for the purposes of carrying out the Employee's
duties in the company and not for any other purposes. During the continuance of
this Agreement and after the termination of the Employee's employment, the
Employee covenants and agrees to hold in strictest confidence and to exercise the
utmost diligence to maintain the confidentiality of any Confidential Information
or any other information as to the affairs, dealings and concerns of company or a
Related Party of company. The Employee shall use the Employee's best efforts to
prevent the publication or disclosure of the same to any third party and shall not,
 during the continuance of this Agreement and after the termination of the
Employee's employment, without the prior written consent of the company:
 Use for the benefit or purposes of the Employee or any other third party, any
Confidential Information; or
 Directly or indirectly reveal, furnish, divulge or otherwise make known or
available to any third party, any Confidential Information.
 The Employee acknowledges and agrees that the Employee's obligations under
Clause0 are reasonable and necessary for the protection of the company’s
business interests and are in addition to any other obligations of confidentiality
that the Employee may have to company or a Related Party of company under
other legal or equitable principles. The Employee further acknowledges that
irreparable injury will result to the company if the Employee breaches any of the
terms of clause0, and that in the event of an actual or threatened breach of any
such obligation, damages will not be an adequate remedy for the company.
Accordingly, the Employee agrees that in the event of any actual or threatened
breach by the Employee of any terms under clause0, the company will be entitled
to immediate injunctive and other equitable relief. Nothing in the provision
prohibits the company from pursuing any other remedies for such breach or
threatened breach, including the recovery of damages.

11. Restrictions

(a) During the Term of Employment, the Employee shall not, without the prior written consent of
the company, whether directly or indirectly, be engaged or interested in, employed by or render
services to any other person, business or enterprise other than the company, whether for
remuneration or profit or otherwise.

(b) For the Term of Employment and for a period of [1] year after termination of the Employee’s
employment (the “Non-Compete Period”), the Employee shall not, without the company’s prior
written consent, the company has, or has had a valid business interest or in which the Employee
have access to any material extent to business contacts of the company:

(c) directly or indirectly, individually or on behalf of any other person or entity, engage in any
business activity in India (as an employee, officer, consultant, adviser, principal or agent or
otherwise) that is or is about to be in competition with the business carried on by the company or
a Related Party of the company(or which the company or a Related Party of the company shall
have determined to carry on with a view to profit in the immediate or foreseeable future) with
which the Employee has been concerned or involved to any material extent in the [12] months
prior to the date on which the employment terminates; or in relation to which the Employee at the
date on which the employment terminates possesses Confidential Information;
 (d) acquire or maintain a direct or indirect interest in any business or enterprise (as owner,
stockholder, lender or otherwise) that is or is about to be in competition with the business carried
on by company or a Related Party of company(or which company or a Related Party of company
shall have determined to carry on with a view to profit in the immediate or foreseeable future)
with which the Employee has been concerned or involved to any material extent in the [12]
months prior to the date on which the employment terminates, save for any holding of not more
than 2% (two percent)of the securities in any publicly-traded corporation; or in relation to which
the Employee at the date on which the employment terminates possesses Confidential
Information;

(e) assume any employment (as an employee, officer, consultant, adviser, , principal or agent or
otherwise) with any entity that is or is about to be in competition with the business carried on by
company or a Related Party of the company(or which the company or a Related Party of the
company shall have determined to carry on with a view to profit in the immediate or foreseeable
future) with which the Employee has been concerned or involved to any material extent in the 12
(twelve) months prior to the date on which the employment terminates, or in relation to which
the Employee at the date on which the employment terminates possesses Confidential
Information, save for any holding of not more than 2% (two percent) of the securities in any
publicly-traded corporation.

(f) For the duration for the Non-Compete Period, the Employee shall not, without the company’s
prior written consent:

i. solicit, entice or attempt to solicit or entice, directly or indirectly, on the Employee's own account or
for any other person, business, the custom of a client or potential client of the company or a Related
Party of the company with whom or of which the Employee has dealt or of whom or of which the
Employee has knowledge by virtue of the Employee's duties in the [12] months prior to the date on
which the employment terminates;

ii. recruit any employee of the company or its Related Party or solicit or induce, any employee of the
company or its Affiliates to terminate his employment with, or otherwise cease his relationship with
the company or its Related Party;

iii. shall not join, control, or participate in the ownership, management, operation, or control of, or be
employed or retained by, render services to, provide financing or advice to, or otherwise be
connected in any manner with any business that then competes with any business of the company or
its Related Party;

iv. solicit, hire, entice or induce, or attempt to solicit, hire, entice or induce, directly or indirectly, any
person (whether employee or) employed or engaged by the company or a Related Party of the
company in a role which involves management responsibility or in a client or supplier facing role, or
who by reason of such employment or engagement is likely to have knowledge of any trade secrets
 or Confidential Information of company, and was a person with whom the Employee dealt during
the term of his employment with the company and/or its Affiliates; and

v. cause or permit any person directly or indirectly under the Employee's control to do any of the above
mentioned things.

 At any time after the Non-Compete Period, the Employee shall not without the company’s prior
written consent:

(i) induce or seek to induce by any means involving the disclosure or use of Confidential
Information, any entity with whom the Employee has dealt or of whom the Employee has
knowledge by virtue of the Employee's term of employment in the company and/or its
Affiliates;

(ii) be held out or represented by the Employee or any other person, as being in any way
connected with or interests in the company; or

(iii) disclose to any person or make use of any Confidential Information.

 The Employee agrees that the restrictions contained in this clause are reasonable and necessary
for the protection of the custom and business activities of the company.

If any court of competent jurisdiction should find that any of the provisions of this
clause(j)should be held to be unlawful or unreasonable, then the Parties agree that the court
should read into these provisions such amendments as the court may find reasonable and lawful
rather than striking out these provisions in their entirety

12. Termination

(a) The company may by written notice terminate this Agreement immediately without prejudice
to any continuing obligations of the Employee under this Agreement or to any other right or
remedy accruing to the company, on occurrence of a Cause, which shall be deemed to have
occurred in any of the following cases, namely:
(b) in the case of a breach by the Employee of any term of this Agreement and such breach not
being remedied by the Employee, within a period of (5) days from the date of notifying the
Employee of the occurrence of such breach, where a remedy of such breach is possible;

(c) after due inquiry by the company, where the Employee has failed to perform the Employee's
duties diligently, the company may deliver a demand for performance to the Employee
identifying such failure and requiring the Employee to remedy such failure immediately, and the
Employee does not remedy such failure within 30 (thirty) days of the Employee's receipt of the
company’s demand;
(d) after due inquiry by the company, if the Employee engages in fraudulent, dishonest, serious or
persistent misconduct, or breaches any agreement with company or a Related Party of the
company or fails to observe the company’s disciplinary or other rules, regulations or Policies and
Procedures resulting in serious misconduct;

(e) if the Employee omits an offence involving moral turpitude, dishonesty or which otherwise
impinges on the integrity of the Employee, which the company reasonably determines renders the
Employee unfit to serve in the Employee's capacity as an officer or employee of the company;

(f) if the Employee becomes incapacitated by illness, death, disabled or is otherwise prevented
from performing the Employee's duties for a period of [2] consecutive calendar months in any
[12] month period, or is found by a court of competent jurisdiction to be of unsound mind or
suffering from any mental illness;

(g) if the Employee becomes or if any steps are taken by any person or entity which may lead to
the Employee being declared insolvent, bankrupt, having a receiver appointed for the whole or
part of the Employee's assets, having a receiving order made against the Employee or making any
general composition or agreements to settle with the Employee's creditors;

(h) unauthorized absence of the Employee (i.e. without the prior consent of the company or
without sufficient cause) from the place of work for more than 7 (seven) working days;

(i) in the case of failure by the Employee to follow any lawful directive of the Directors of
company, provided that in cases where such failure may be cured, the company shall allow the
Employee a period of 30 (thirty) days, after receipt of the company’s notice of such failure, to
cure such failure;

(j) the taking of any action or the omission to take any action in a professional and efficient
manner if the Employee had knowledge, or should have known, that such conduct would be
detrimental to the operation of the business of the company and/ or its subsidiaries, if any;or

(k) if the Employee is guilty of any other act which would entitle the company to terminate the
Employee's employment without any notice or payment in lieu under Applicable Law.

(l) Following the provision of notice to terminate the Employee's employment by the company
or, if the company is undertaking an investigation at any time during the Term of Employment,
the company may by written notice require the Employee (i) not to perform any services (or to
perform only specified services) for company or Related Party;and/or (ii) not to attend the Place
of Performance or any other premises of the company ; and/or (iii) not, without the prior written
consent of the company, contact or deal with (or attempt to contact or deal with) any officer,
employee, consultant, client, customer, supplier, agent, distributor, shareholder, advisor or any
other business contact of the company or any Related Party of company, until the termination of
the employment or a specified date.
 (m) After a period of (1) years from the date hereof, the Employee shall have the right to
terminate this Agreement at anytime without cause by giving the company a prior written notice
of [1] months.

(n) After a period of [1] year from the date hereof, the company shall have the right to terminate
this Agreement at anytime without cause by giving the Employee a prior written notice of [1]
month.

(o) In the event of termination of the Term of Employment by the company by any reason, the
Employee shall immediately return to the company all documents and properties which are in the
Employee's possession, custody or control, whether electronically stored or otherwise, pertaining
to the business and affairs of the company or which may contain or be derived from any
Confidential Information and Intellectual Property.

(p) In the event the Employee’s employment is terminated by the company by reason of
Employee’s death or disability, all remuneration and compensation pursuant to clause 5 of this
Agreement and any other benefits and rights to benefits from the company pursuant to this
Agreement shall cease on the date of such death or Termination, as the case may be. Provided
that the Employee shall be entitled to all such remuneration and compensation and any other
benefits and rights to benefit as may have already accrued or as expressly provided in the terms
and conditions of this Agreement. Any payment upon disability of the Employee shall be
provided in accordance with the Applicable Law

(q) The Employee agrees that, following the termination of the Employee's employment with the
company for any reason, the Employee will upon reasonable notice provide such information and
assistance to the company as may reasonably be requested by the company in connection with
any litigation to which the company is or may become a party to, provided that the company will
reimburse the Employee for any expenses reasonably incurred by the Employee in providing such
information or assistance.

13. Company’s Regulations

The Employee shall observe and comply with all the rules, regulations, directives and Policies and
Procedures, as may from time to time be made or given although these do not form part of the
Employee's contract of employment.

The Employee shall abide by the company’s laws, code of conduct, policies and necessary
directions (as may be notified by the company from time to time). Upon non-performance of
aforesaid, shall lead to termination of the employment of the Employee.
14. Indemnification

The Employee agrees to indemnify and hold the company, its Related Party, its officers and
employees harmless from all losses, liabilities, claims and damages (including reasonable legal
fees) which are incurred or suffered by the company, its employees or officers as a result of any
breach of this Agreement, fraud, wilful misconduct, gross negligence or embezzlement on part of
the Employee.

The Employee agrees to grant absolute right to the company to deduct salary / withheld salary upon
the violation of company’s policies, rules, code of conduct (as may be notified by the company
from time to time). The Employee shall not have any remedy/right to claim against the company in
case the company deduct / withheld salary of the respective Employee upon occurrence of the
aforesaid event(s).

15. General Provisions

a) Notices :
Any notice required to be given hereunder shall, in the case of notice to the
company be deemed duly served if left at or sent by registered post to the registered office of the
company(Address) and, in the case of notice to the Employee, if handed to the Employee
personally, sent by email to [[email protected]] or sent by registered post to the Employee's last
known address. Any such notice shall be deemed to be served at the time when the same is
handed to or left at the address of the Party to be served and if served by post 48 (forty-eight)
hours after posting and if sent by e-mail, at the time of concompanyation of transmission
recorded on the sender’s computer.

b) Effect of Termination
The termination of this Agreement howsoever arising shall not
affect such of the provisions hereof as are expressed to survive or have effect after the
termination of this Agreement and shall be without prejudice to any right of action already
accrued to either Party in respect of any breach of this Agreement by the other Party.

c) Governing Law

This Agreement shall be governed and construed in accordance with the

laws of India without reference to the principles of conflict of laws. Subject to sub – clause 0
below, the Parties agree to submit to the exclusive jurisdiction of the courts in Surat.

d) Arbitration :
 The Parties agree to use all reasonable efforts to resolve any dispute,
controversy, claim or disagreement of any kind whatsoever between or among the Parties in
connection with or arising out of this Agreement, including any question regarding its existence,
validity or termination (“Dispute”) expediently and amicably.
a) Any Party which claims that a Dispute has arisen must give notice thereof to the other
Parties as soon as practicable after the occurrence of the event, matter or thing which is
the subject of such Dispute and in such notice, such Party shall provide particulars of the
circumstances and nature of such Dispute and of its claim(s) in relation thereto. The other
Parties shall, within 7 (seven) days of such notice, each specify in writing its position in
relation to the Dispute and thereafter shall engage in discussions and negotiations to settle
the Dispute within 30 (thirty) days after receipt of the particulars of the Dispute.

b) If the Dispute is not resolved within the 30 (thirty) days period set out in sub - clause (a)
above, then the following provisions shall apply.

c) Any Dispute, if not amicably settled in accordance with sub-clause 0 above, shall be
referred to and finally resolved by arbitration in accordance with the provisions of
Arbitration and Conciliation Act, 1996 (“Rules”), which Rules are deemed to be
incorporated by reference into this Clause. Subject to any interim reliefs/ orders granted
by courts/ arbitration tribunal, this Agreement and the rights and obligations of the Parties
contained in this Agreement shall remain in full force and effect pending issuance of the
award in such arbitration proceedings, which award, if appropriate, shall determine
whether and when any termination shall become effective.

d) The arbitral tribunal shall consist of a single arbitrator appointed in accordance with the
Rules.

e) The seat, venue and legal place of arbitration shall be Mumbai and any award shall be
treated as an award made at the seat of the arbitration. The language to be used in the
arbitral proceedings shall be English.

f) By agreeing to arbitration under the Rules in accordance with this sub – clause 0, the
Parties undertake to abide by and carry out any award promptly and any award shall be
final and binding on the Parties. The Parties waive irrevocably their right to any form of
appeal, review or recourse to any state court or other judicial authority, insofar as such
waiver may be validly made.

e) Reasonability of Limitations

Employee acknowledges and agrees that the limitations placed on the Employee by this
Agreement are reasonable and are required for the protection of company. Employee agrees that
if any such limitation is determined in arbitration or by a court of competent jurisdiction to be
unenforceable, Employee agrees and submits to the reduction of such limitation as the court or
arbitrator(s) deem reasonable. The limitations placed on Employee by this Agreement are of
essence of this Agreement and they shall be construed and enforced independently. Employee
acknowledges and agrees that the provisions and restrictions set forth under this Agreement, and
any other provisions which, by its terms, is intended to survive, shall survive the Termination of
this Agreement.

f) Entire Understanding

This Agreement constitutes the entire understanding and agreement between the Parties with
respect to the matters addressed herein and supersedes any and all prior agreements, negotiations
or understandings, oral or written, between the Parties hereto with respect to the Employee’s
employment with the company or a Related Party of the company.

g) Severability

If any provision of this Agreement or the application of any provision hereto to any person or
circumstances is held to be invalid, unenforceable or otherwise illegality held invalid by a court
of competent jurisdiction the remainder of this Agreement and the application of such provision
to any other person or circumstances will not be affected.

h) Survival

The terms and conditions set forth in clause 0 (Representation of Employee), clause (ff)
(Indemnification), clause 0 (Confidentiality), and provisions of clause 1 (Definitions) and any
right, obligation, or required performance of the Employee under this Agreement which by its
express terms or nature and context is intended to survive Termination, shall survive the
Termination.

i) Assignment

This Agreement is a personal contract, and Employee’s rights, obligations and interests under
this Agreement may not be sold, transferred, or assigned. The company may freely assign this
Agreement and any of its obligations, and interests under this Agreement

j) Modifications

No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Employee and the company.
 k) Waiver
No waiver by either Party hereto at any time of any breach by the other Party or compliance with
any condition or provision of this Agreement to be performed by such other Party shall be
construed as a waiver of similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time.

(j) Counterparts

This Agreement may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one and the same instrument.

IN WITNESS, whereof this Agreement has been signed by or on behalf of the Parties hereto the
day and year first before written:

SIGNED AND DELIVERED BY THE

For and on behalf of Employee

Company,
Jainam Broking Limited

________________________

_________________________
By: Mr. Umair Mujib Mr Sachin Sharma
Title: Associate Vice President
Date: 01/04/2024 Date:

Enclosures:
S Particulars Received
r.
N
o.
1. Employee NISM Certificate
2. Employee’s PAN card EUVPS9283L
3. Employee’s Aadhar card AADHAR CARD:
263635064643
4. Bank Account Details of Employee A/c No - 071601524118
IFSC - ICIC0000716
Bank – ICICI BANK LTD
 Schedule A – Role and Duties of Employee

l) The Employee shall serve as a Dealer. Employee’s key responsibility will be to deal in the
market by using the capital of the company and to generate profit through dealing in the
securities on behalf of the company. Employee shall report to the directors of the company.
The Employee shall, at all times, abide by the powers and restrictions delegated by the
directors to the Employee from time to time.

m) The Employee shall always conduct himself and his duties in compliance with the Policies
and Procedures.

n) The Employee shall devote his best efforts and attention exclusively to the company and shall
perform the duties and responsibilities of the Employee's position with efficiency, diligence,
care and conscientiousness. The Employee shall at all times loyally, faithfully and
industriously promote the business and interests of the company and perform such related
duties and responsibilities as may from time to time be reasonably prescribed by the
company.

o) Employee will indemnify the company for doing any trade with negligence and in
undisciplined way for which the company has to bear the financial loss.

Employee has understood that he is appointed as a dealer and his key duty is to trade on behalf of
the Company and generate trading profit against the capital provided by the Company. Employee
has also understood that his remuneration is linked with his performance. His remuneration consists
of fixed salary and performance based variable pay. Employee will maintain trading discipline and
acumen and will take all the care not to lose money. Employee undertakes to
indemnify the company for loss incurred during the course of conduct of
business of Company and in fulfillment of duties as mentioned here above. In case of the losses, the
employee will make all efforts to make good / pay for such losses. If the employee fails to make
payment for such losses, the employee allows the company to set-off his loss, from the variable-pay
that he has allowed the company to retain.

p) The Employee shall work with other employees of the company in a respectful, competent
and professional manner.
q) The Employee shall observe and comply with all the provisions set out in the Policies and
Procedures and any written policy, practice or procedure circulated by the company from
time to time.
r) The Employee shall protect the property (whether tangible or intangible) of the company
from theft, loss, damage or neglect and without delay, give notice immediately to company or
its designated representatives of any theft, loss, damage or neglect of such property which
may come to the Employee's knowledge.
 Schedule B – Policies and Procedures

Schedule C – Remuneration

Employee shall be paid Monthly CTC of INR 25000 break up of which is as follows:

Salary Heads Amount

Basic 17500
HRA 7000
City Allowance 500
Total Monthly CTC 25000

In addition to the above, Employee shall be eligible to performance linked variable pay based on the
trading performance of the Employee i.e. Employee will be eligible to variable pay based on the profit he
has generated through dealing in the securities on behalf of the company. The company will at its sole
discretion decide the amount or percentage of such variable pay and it might be different for different
employees as well as the rate of such variable pay may keep on changing from month to month.

Employee’s variable pay will be calculated at the end of each trading month and the same will
be disbursed earliest at the end of 6th month corresponding to the trading month or later than
that. At any time during the course of employment, Company shall
retain employee’s variable pay of minimum 6 Months.

Loss incurred by the Employee during the course of conduct of business of company and fulfillment of
duties as mentioned in Annexure A will be first liable to be set off against the variable
pay of the employee that is retained by the company and after adjusting the said loss,
amount remaining thereafter will be disbursed accordingly.