-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL OR TAX ADVICE IMPORTANT: Sharma and Associates does NOT guarantee specific tax outcomes, refund amounts, or regulatory filing results. Accounting services rely entirely on the accuracy and completeness of information provided by the Client. This document is a structured preparation draft only. ICAI Code of Ethics and professional conduct requirements for chartered accountants in India, Prevention of Money Laundering Act 2002 and PMLA Rules AML and KYC compliance obligations, Digital Personal Data Protection Act 2023 India compliance for processing client financial data, income tax treatment of accounting retainer income under the Income Tax Act 1961, GST invoicing obligations under the CGST Act 2017, and limitation of liability enforceability under the Indian Contract Act 1872 must all be confirmed with a qualified Indian attorney and tax advisor before this agreement is signed. -------------------------------------------------- ACCOUNTANT SERVICE AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: ASA-2026-001 Date of Preparation: June 1 2026 ACCOUNTANT: Sharma and Associates Chartered Accountants ICAI Registration: CA123456 Mumbai Maharashtra India Email: [accountant email] CLIENT: BlueStar Retail Pvt Ltd Mumbai Maharashtra India Email: [client email] 1. RECITALS 1.1 Sharma and Associates is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India based in Mumbai Maharashtra India providing professional accounting, tax compliance, and financial reporting services to businesses in the retail and commerce sector. 1.2 BlueStar Retail Pvt Ltd is a mid-size retail company based in Mumbai India seeking professional accounting, GST compliance, income tax, payroll, and financial reporting services. 1.3 Both parties confirm their mutual intent to document this accounting engagement on the terms set out in this agreement. 2. DEFINITIONS 2.1 Accountant: Sharma and Associates, Chartered Accountants. 2.2 Client: BlueStar Retail Pvt Ltd. 2.3 Services: The accounting and compliance services described in Section 4. 2.4 Engagement Period: The initial 12-month period and any renewals as described in Section 17. 2.5 Fees: The monthly retainer of INR 35,000 as described in Section 9. 2.6 Deliverables: GST returns, income tax returns, financial statements, payroll reports, TDS returns, and other outputs produced under this engagement. 2.7 Client Information: All financial records, bank statements, invoices, payroll data, and other information provided by the Client. 2.8 Professional Standards: The ICAI Code of Ethics and applicable Accounting Standards issued by ICAI. 2.9 Confidential Information: All Client financial data and business information as described in Section 12. 2.10 Governing Law: Laws of Maharashtra India. 2.11 Effective Date: The date both parties sign this agreement. 3. SCOPE OF SERVICES 3.1 Sharma and Associates will provide the following Services to BlueStar Retail Pvt Ltd during the Engagement Period: 1. Monthly bookkeeping and bank reconciliation for all BlueStar Retail Pvt Ltd bank accounts on receipt of all monthly records by the 5th of each month. 2. Quarterly GST return preparation and filing under the CGST Act 2017 including GSTR-1, GSTR-3B, and applicable reconciliation statements for BlueStar Retail Pvt Ltd's GST registrations. 3. Annual income tax return preparation and filing for BlueStar Retail Pvt Ltd as a company under the Income Tax Act 1961. 4. Annual income tax return preparation for the directors of BlueStar Retail Pvt Ltd as agreed with the Client. 5. Annual financial statements preparation including Profit and Loss Account and Balance Sheet in accordance with applicable Accounting Standards. 6. Monthly payroll processing for up to 25 employees covering salary computation, PF, ESIC, and payroll registers. 7. Monthly TDS deduction computation, quarterly TDS return filing, and TDS certificate issuance under the Income Tax Act 1961. 3.2 The following services are NOT included in this engagement: 1. Audit or statutory audit of BlueStar Retail Pvt Ltd's financial statements. 2. Legal representation before tax authorities or tribunals. 3. Business valuation or financial advisory services. 4. ROC compliance or company secretarial services unless separately agreed. 5. Any services not specifically listed in Section 3.1 above. 4. CLIENT RESPONSIBILITIES 4.1 BlueStar Retail Pvt Ltd agrees to: 1. Provide all bank statements, purchase invoices, sales invoices, expense records, and other financial documents to Sharma and Associates by the 5th of each month for the prior month. 2. Provide all payroll inputs including attendance records, leave records, and salary changes to Sharma and Associates by the 3rd of each month. 3. Respond promptly to Sharma and Associates' requests for additional information or clarification, generally within 5 business days of a request. 4. Review, approve, and sign all tax returns, GST returns, and financial documents before Sharma and Associates files or submits them. 5. Notify Sharma and Associates promptly of any change in business structure, GST registration, bank accounts, or other material business change affecting the engagement. 4.2 BlueStar Retail Pvt Ltd acknowledges and agrees that Sharma and Associates relies entirely on the accuracy and completeness of Client Information provided. Sharma and Associates is not responsible for any tax liability, penalty, or regulatory consequence arising from inaccurate, incomplete, or late information provided by the Client. 4.3 The ultimate responsibility for the accuracy of all tax returns and financial documents lies with BlueStar Retail Pvt Ltd as the taxpayer and signatory. 5. PROFESSIONAL STANDARDS AND CONDUCT 5.1 Sharma and Associates is registered with the Institute of Chartered Accountants of India and will perform all Services in accordance with the ICAI Code of Ethics and applicable Accounting Standards. 5.2 Sharma and Associates will perform all Services with reasonable professional skill, care, and diligence consistent with the standards expected of a competent Indian Chartered Accountant. 5.3 The duties of Sharma and Associates under this agreement are owed solely to BlueStar Retail Pvt Ltd and do not extend to any third party such as shareholders, lenders, or government authorities unless separately agreed in writing. 5.4 Note: ICAI professional conduct and disciplinary regulations applicable to the engagement must be confirmed with a qualified attorney and ICAI. 6. PROFESSIONAL INDEMNITY INSURANCE 6.1 Sharma and Associates maintains professional indemnity insurance covering claims arising from professional negligence in the performance of accounting services. 6.2 BlueStar Retail Pvt Ltd should confirm the current coverage level with Sharma and Associates at the time of signing this agreement and annually thereafter. 7. ANTI-MONEY LAUNDERING AND KYC OBLIGATIONS 7.1 Sharma and Associates is required to comply with the Prevention of Money Laundering Act 2002 and applicable PMLA Rules and must conduct client due diligence before commencing the engagement. 7.2 BlueStar Retail Pvt Ltd must provide the following documents for KYC verification before the engagement commences: 1. Certificate of Incorporation and Memorandum and Articles of Association. 2. PAN Card of BlueStar Retail Pvt Ltd. 3. GST Registration Certificate. 4. KYC documents for each director including PAN, Aadhaar, and address proof. 5. Bank account details. 7.3 Sharma and Associates may be required under the PMLA 2002 to file a Suspicious Transaction Report or Cash Transaction Report with the Financial Intelligence Unit India without notifying the Client in circumstances required by applicable law. 7.4 Note: PMLA 2002 and applicable PMLA Rules AML and KYC obligations for chartered accountants in India must be confirmed with a qualified Indian attorney before the engagement commences. 8. FEES AND PAYMENT 8.1 BlueStar Retail Pvt Ltd will pay Sharma and Associates a monthly retainer of INR 35,000 covering all Services described in Section 3.1. 8.2 The retainer is payable on or before the 5th of each month by NEFT to Sharma and Associates' nominated bank account. 8.3 Sharma and Associates will issue a GST-compliant tax invoice on the 1st of each month. 8.4 If payment is not received within 15 days of the invoice date, interest will accrue at 18 percent per annum on the outstanding amount from the 15th day until payment is received. 8.5 Note: GST registration obligations under the CGST Act 2017 on professional accounting service fees, income tax treatment of retainer income under the Income Tax Act 1961, and applicable TDS deduction obligations on professional fees must be confirmed with a qualified Indian tax advisor. 9. EXPENSES AND DISBURSEMENTS 9.1 Government filing fees, MCA fees, ROC fees if applicable, and other out-of-pocket disbursements incurred on BlueStar Retail Pvt Ltd's behalf will be charged to the Client at actual cost with supporting receipts. 9.2 For any single disbursement exceeding INR 2,000 Sharma and Associates will seek BlueStar Retail Pvt Ltd's prior written approval before incurring the expense. 10. NO OUTCOME GUARANTEE DISCLAIMER 10.1 Sharma and Associates makes no guarantee, warranty, or representation as to the outcome of any income tax return, GST return, TDS filing, financial statement, or any other Deliverable prepared under this engagement. 10.2 Tax law, GST law, and regulatory requirements under Indian law change frequently. Sharma and Associates will apply reasonable professional skill and current knowledge but cannot guarantee any particular tax refund, tax saving, assessment outcome, or financial result. 10.3 BlueStar Retail Pvt Ltd must make its own independent decisions on any material financial or tax matter and must seek independent legal or tax counsel for contested tax matters. 10.4 Note: Outcome disclaimers in professional accounting service agreements must comply with the Consumer Protection Act 2019 India and applicable ICAI professional conduct standards. A qualified attorney must confirm before signing. 11. CONFIDENTIALITY 11.1 Sharma and Associates will keep all Client financial information, business information, and personal data of BlueStar Retail Pvt Ltd's directors and employees strictly confidential during and for 5 years after termination of this engagement. 11.2 Confidentiality exceptions apply where disclosure is required by: 1. Applicable Indian law or court order. 2. ICAI professional regulatory requirements. 3. PMLA 2002 suspicious transaction or cash transaction reporting obligations. 4. Professional indemnity insurer requirements in the event of a claim. 12. DATA PROTECTION AND PRIVACY 12.1 Sharma and Associates will collect, store, and process BlueStar Retail Pvt Ltd's financial data and personal data of directors and employees in accordance with the Digital Personal Data Protection Act 2023 India for the purpose of delivering the Services and meeting regulatory compliance obligations. 12.2 Financial data will be stored securely and not shared with any third party except as required by applicable Indian law, ICAI regulatory obligations, or PMLA 2002 reporting requirements. 12.3 Note: DPDP Act 2023 compliance obligations for accounting firms processing client financial and employee payroll data must be confirmed with a qualified Indian attorney. 13. LIMITATION OF LIABILITY 13.1 Sharma and Associates' total liability to BlueStar Retail Pvt Ltd under this agreement for any claim arising from or in connection with the Services is limited to the total retainer fees paid by BlueStar Retail Pvt Ltd in the 12 months immediately preceding the event giving rise to the claim. 13.2 Sharma and Associates is not liable to BlueStar Retail Pvt Ltd for any indirect, consequential, economic, or loss of profit claim arising from the Services or any Deliverable. 13.3 Note: Limitation of liability clauses in professional accounting service agreements must comply with the Indian Contract Act 1872 and Consumer Protection Act 2019 India and may not be enforceable in all circumstances. A qualified Indian attorney must confirm enforceability before this agreement is signed. 14. THIRD PARTY RELIANCE 14.1 All Deliverables including financial statements, tax returns, and reports are prepared solely for BlueStar Retail Pvt Ltd's use. Sharma and Associates accepts no liability to any third party including lenders, investors, or government authorities who rely on any Deliverable without Sharma and Associates' prior written consent. 15. RECORDS AND DOCUMENT RETENTION 15.1 Sharma and Associates will retain working papers and copies of Deliverables for a minimum of 8 years after the end of the engagement period in accordance with ICAI professional standards and applicable Indian regulatory requirements. 15.2 Original Client documents will be returned to BlueStar Retail Pvt Ltd on request. Electronic copies will be securely deleted after the retention period. 16. TERM AND RENEWAL 16.1 This agreement covers an initial 12-month Engagement Period from the Effective Date. 16.2 The agreement will renew automatically for successive 12-month periods unless either party gives 30 days written notice of non-renewal before the end of the current Engagement Period. 17. TERMINATION 17.1 Either party may terminate this agreement for convenience with 30 days written notice. 17.2 Sharma and Associates may terminate immediately if BlueStar Retail Pvt Ltd fails to pay any invoice within 30 days of the due date or fails to provide Client Information required for regulatory filings with imminent deadlines. 17.3 Either party may terminate for material breach with 14 days written notice and a 14-day cure period. 17.4 On termination all outstanding fees are immediately due. Sharma and Associates will complete any GST return, TDS return, or income tax return with a filing deadline within 30 days of the termination date before ceasing work. 18. GOVERNING LAW AND DISPUTES 18.1 Laws of Maharashtra India and the Indian Contract Act 1872 govern this agreement. ICAI regulations apply to Sharma and Associates' professional conduct. 18.2 Disputes proceed through direct negotiation then binding arbitration in Mumbai. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified Indian attorney and tax advisor before signing. ICAI Code of Ethics compliance, PMLA 2002 AML and KYC obligations, DPDP Act 2023 data compliance, GST invoicing obligations, income tax and TDS treatment of professional fees, Consumer Protection Act 2019 outcome disclaimer compliance, and limitation of liability enforceability must all be confirmed before this engagement commences. Sharma and Associates (Accountant) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ BlueStar Retail Pvt Ltd (Client) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ -------------------------------------------------- This Accountant Service Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal or tax advice. Accounting services do NOT guarantee specific tax outcomes or financial results. Always have this document reviewed by a qualified attorney before either party signs. --------------------------------------------------