Investor Charter

1. About ZeroToPi Innovations

ZeroToPi Innovations is a technology-focused company headquartered in India, operating at the convergence of Artificial Intelligence, Internet of Things, Custom Hardware and Software Systems. We build industrial-grade solutions that solve real-world challenges across manufacturing, logistics, agriculture and infrastructure.

We operate on a bootstrap-first model — growing through strategic reinvestment of revenues and selective, values-aligned investment. Our research labs, active trademarks and in-development product portfolio reflect our commitment to long-term, sustainable innovation rather than short-term market speculation.

2. Investment Philosophy

ZeroToPi approaches investment as a long-term partnership rooted in shared values, not just shared capital. Our investment philosophy is guided by the following principles:

• Sustainability over speculation — we prioritize enduring value creation over rapid, unsustainable scaling
• Innovation-first allocation — capital is directed toward product development, R&D and skill building in proportions communicated transparently to investors
• Ethical operations — all business decisions are made with integrity, environmental responsibility and social accountability in mind
• Stakeholder alignment — investor interests are considered alongside employee, partner and community interests in all major decisions

3. Investor Categories

ZeroToPi recognizes the following investor categories, each with distinct rights and engagement levels:

• Founding Investors — early-stage supporters who participated in seed funding; entitled to enhanced reporting rights and board observation privileges
• Strategic Investors — entities or individuals whose capital is accompanied by domain expertise, market access or technology partnerships
• Angel Investors — individual investors providing growth-stage capital in exchange for equity or convertible instruments
• Institutional Investors — funds, family offices or investment vehicles engaging at scale, subject to a formal term sheet and shareholders' agreement

Specific rights for each category shall be defined in the respective investment agreement. This Charter applies to all categories unless otherwise specified.

4. Rights of Investors

Subject to the terms of individual investment agreements and applicable law, investors are entitled to the following rights:

• Receive periodic financial and operational reports as outlined in Section 7
• Access the Investor Portal for real-time dashboards, document downloads and communications
• Participate in scheduled investor calls, town halls or annual reviews
• Be notified of material events affecting the Company's operations, valuation or strategic direction
• Request a meeting with the founding team or board representative with reasonable advance notice
• Have disputes addressed through the escalation mechanism outlined in Section 17
• Right of first refusal on future funding rounds, as applicable per their investment agreement

5. Obligations of Investors

By investing in ZeroToPi Innovations, investors agree to the following obligations:

• Maintain strict confidentiality of all non-public information received in their capacity as investors
• Not engage in short-selling, market manipulation or any action that would harm the Company's valuation or reputation
• Comply with all applicable securities laws, anti-money laundering regulations and tax obligations
• Disclose any conflicts of interest, including investments in competing businesses
• Not transfer, assign or encumber their investment interest without prior written consent of the Company
• Act in good faith in all communications and dealings with the Company and other investors

6. Financial Transparency

ZeroToPi is committed to honest, timely and comprehensive financial disclosure. Our current capital allocation model is as follows:

Material deviations from the above allocation (greater than 10 percentage points in any category) will be communicated to investors within 14 days of the decision.

7. Reporting Commitments

ZeroToPi commits to the following investor reporting schedule:

Reports are delivered via the Investor Portal and/or email to the registered investor address.

8. Governance and Oversight

ZeroToPi is committed to sound governance practices appropriate for a growing technology firm:

• The founding team retains executive authority over day-to-day operations and strategic decisions
• Investors with significant equity stakes (as defined in their investment agreement) may be entitled to board observer status
• Major corporate decisions — including mergers, acquisitions, new funding rounds exceeding a defined threshold or sale of core IP — will be communicated to all investors prior to execution
• An independent advisory panel may be constituted at the Company's discretion to provide governance guidance
• The Company maintains internal controls and records sufficient to support investor reporting and regulatory compliance

9. Capital Allocation Policy

All investment capital received by the Company shall be:

• Held in a designated company bank account, separate from personal funds of any director or employee
• Deployed strictly in accordance with the allocation model in Section 6, unless investors are notified of and consent to changes
• Subject to internal audit on a quarterly basis
• Never used for personal enrichment of founders or employees beyond formally approved compensation structures

The Company does not permit commingling of investor funds with operational revenues except where explicitly authorized in the investment agreement.

10. Anti-Dilution Policy

ZeroToPi acknowledges that dilution is a material concern for investors and commits to the following:

• Investors will be notified at least 21 days before the Company issues any new shares or instruments convertible into equity
• Qualifying investors (as defined in their investment agreement) will be offered a pro-rata right to participate in new rounds to maintain their percentage ownership
• Employee stock option pools (ESOPs) will be disclosed to investors prior to issuance
• Any down-round financing will trigger mandatory investor consultation before proceeding

11. Exit Provisions

ZeroToPi supports investors' right to a fair and orderly exit. The following exit pathways are recognized:

• Secondary Sale — investors may transfer their stake to a third-party buyer approved by the Company, subject to the right of first refusal by existing shareholders
• Strategic Acquisition — should the Company be acquired, investors will receive pro-rata proceeds in accordance with their equity class and liquidation preference
• IPO — in the event of a public offering, investor lock-in periods and exit mechanics will be defined in the prospectus and shareholder agreement
• Buyback — the Company may, at its discretion and subject to applicable law, offer to repurchase shares from investors at a mutually agreed valuation

The Company does not guarantee any specific return on investment, timeline for exit or minimum valuation.

12. Confidentiality

All information shared with investors — including financial data, product roadmaps, client information, IP details and strategic plans — is strictly confidential. Investors agree to:

• Not disclose any non-public information to third parties without prior written consent
• Use confidential information solely for the purpose of evaluating or managing their investment
• Ensure that their representatives, advisors and agents are bound by equivalent confidentiality obligations

Confidentiality obligations survive the termination or transfer of an investor's stake by a period of three (3) years.

13. Conflict of Interest

ZeroToPi and its investors commit to identifying and managing conflicts of interest transparently:

• Any investor holding a directorship, equity interest or material commercial relationship with a competitor must disclose this to the Company upon investment and promptly upon any change
• Investors with a conflict of interest must recuse themselves from decisions or discussions where the conflict is material
• Related-party transactions involving investors will be conducted at arm's length and disclosed in the annual report

14. Risk Acknowledgement

Investing in early-stage technology companies involves substantial risk. By investing in ZeroToPi Innovations, each investor acknowledges and accepts the following:

• The Company is at an early stage and has not yet achieved profitability or market-scale revenue
• Past progress or projections are not guarantees of future performance
• Investment in private companies is illiquid and there is no guarantee of exit at a favourable valuation
• Technology, market, regulatory and competitive risks could adversely affect the Company's operations and value
• Investors may lose part or all of their investment

The Company does not provide investment advice. Investors are encouraged to seek independent financial and legal counsel before investing.

15. Amendments to This Charter

ZeroToPi reserves the right to amend this Investor Charter at any time. Material amendments — those that reduce investor rights or increase investor obligations — shall be communicated to all investors at least 30 days prior to taking effect. Non-material amendments shall be communicated within 7 days of adoption.

Investors who do not object in writing within the notice period are deemed to have accepted the amended Charter. An investor's right to exit under Section 11 is not restricted by any Charter amendment.

16. Governing Law

This Investor Charter is governed by and shall be construed in accordance with the laws of India, including the Companies Act 2013, the Securities and Exchange Board of India (SEBI) regulations where applicable and any other relevant statutes.

Matters not covered by this Charter shall be governed by the terms of the individual investment agreement and applicable Indian law.

17. Dispute Resolution

In the event of a dispute between an investor and the Company arising from or relating to this Charter or any investment agreement, the parties agree to the following escalation process:

• Step 1 — Direct Negotiation: The aggrieved party notifies the Company in writing; both parties attempt resolution within 21 days
• Step 2 — Mediation: If unresolved, a neutral mediator mutually agreed upon by both parties shall be engaged within 14 days
• Step 3 — Arbitration: If mediation fails, disputes shall be resolved through binding arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator seated in Ludhiana, Punjab, India

The language of arbitration shall be English. The arbitral award shall be final and binding on both parties.

18. Investor Relations Contact

For all investor-related enquiries, reporting requests, portal access issues or concerns, please reach out through the following channel:

ZeroToPi Innovations — Investor Relations
Email: info@zerotopi.com
Portal: Investor Portal →
Website: zerotopi.com

We aim to respond to all investor communications within 3 business days.