Terms & Conditions

Key terms used throughout these Terms: Aadhaar eSign — the Aadhaar-based electronic signature facility used to execute SPV Participation Agreements on the Platform. Allotment Date — the date on which the Board of Directors of the relevant SPV approves the allotment of Shares. Backstage / FIIFO Backstage — the KYC-gated feature through which Users may express non-binding interest in an upcoming film prior to formal listing or allotment. Business Day — a day (other than a Saturday, Sunday, or public/gazetted holiday) on which scheduled commercial banks are open for business in Kerala, India. Distribution Phase SPV — an SPV formed to finance the marketing, prints and advertising (P&A), and release costs of a film whose production is complete or substantially complete. Distributable Revenue — the amount of revenue actually received by the relevant SPV from the Film Project and available for distribution to its shareholders after deduction of all applicable taxes, statutory dues, bank charges, payment gateway charges, third-party fees, collection expenses, distribution expenses, marketing expenses, platform fees, production costs (where recoverable), operating expenses, reserves, and other costs payable by the SPV. Participant — a User who has completed KYC and has been allotted a Share in a specific SPV. Participation Agreement — the definitive agreement(s) and constitutional/offer documents governing a Participant's participation in a specific SPV, including the private placement offer letter (Form PAS-4), executed via Aadhaar eSign. Production Phase SPV — an SPV formed to finance the production of a film, from pre-production through principal photography and post-production. Share — an equity share issued by an SPV pursuant to a private placement under Section 42 of the Companies Act, 2013. SPV — a special purpose vehicle, being a company incorporated under the Companies Act, 2013, formed for the purpose of financing a specific film. SPV Current Account — the dedicated current account maintained by an SPV under dual-signatory controls. For the avoidance of doubt, it is a current account operated under dual-signatory authorisation and not a formal escrow arrangement with an independent escrow agent unless expressly stated otherwise for a specific SPV. User — any individual who registers an account on the Platform. FIIFO Wallet — a virtual, non-interest-bearing ledger maintained by FIIFO for each eligible User for Platform-specific credits. The Wallet does not constitute a bank account, payment instrument, prepaid payment instrument (PPI), deposit account, or electronic money.

2.1 General Eligibility By registering on the Platform, you represent and warrant that: (a) you are at least 18 years of age; (b) you are a person competent to contract under the Indian Contract Act, 1872; (c) you are not disqualified, debarred, or restricted by SEBI, the Ministry of Corporate Affairs, or any other Government Authority from investing in or dealing with securities; (d) all information furnished by you is true, accurate, current, and complete. You must register using only your own verified Aadhaar-linked identity. Participation using a third party's bank account, KYC identity, or on an undisclosed nominee basis is strictly prohibited. 2.2 Non-Resident and Foreign Participants NRI, PIO, OCI, or otherwise non-resident participants must additionally comply with the Foreign Exchange Management Act, 1999 (FEMA), including applicable FC-GPR and FC-TRS reporting requirements. You are solely responsible for your own FEMA compliance. 2.4 Minors The Platform and SPV participation are not intended for use by or on behalf of anyone under 18 years of age.

3.1 Know Your Client (KYC) No User may be allotted Shares in any SPV, and no transaction may be initiated on the Platform, until such User has successfully completed KYC verification, including PAN verification, Aadhaar-based identity verification, and bank account validation. FIIFO is entitled to suspend transactions until updated KYC is received. All SPV Participation Agreements must be executed via Aadhaar eSign before any capital is deployed or released. 3.2 KYC Rejection and Review You may seek a review of a KYC rejection by writing to support@fiifo.com within fifteen (15) days of such rejection. FIIFO's decision on such review shall be final subject to Applicable Law. 3.3 Anti-Money Laundering and Source of Funds You agree to provide information regarding the source of funds used for your participation as FIIFO may reasonably request. You must not misrepresent your identity, tax residency, or source of funds at any stage. FIIFO reserves the right to decline, delay, suspend, or reverse any transaction, and to freeze your account or restrict your participation in any SPV, where FIIFO reasonably suspects money laundering, terrorist financing, or other unlawful activity.

4.1 What You Are Actually Acquiring Although the Platform uses terms such as "co-ownership," "participant," and "payout" for ease of understanding, WHAT YOU ARE ACQUIRING IS AN EQUITY SHARE OR OTHER SECURITY ISSUED BY A PRIVATE LIMITED COMPANY (THE RELEVANT SPV) PURSUANT TO A PRIVATE PLACEMENT UNDER SECTION 42 OF THE COMPANIES ACT, 2013. This is not a unit of a mutual fund, a collective investment scheme, a listed security, a deposit, or any form of guaranteed or principal-protected instrument. No fiduciary relationship is created between FIIFO and any Participant merely by providing the Platform. FIIFO is the operator of the Platform and acts solely as a technology facilitator. The issuer and counterparty for your participation is the relevant SPV — a company distinct and separate from FIIFO. FIIFO is not the issuer of any Share and does not itself accept, hold, or guarantee any participation made by you. 4.2 Private Placement — Not a Public Offer Each SPV offering is made strictly by way of private placement under Section 42 of the Companies Act, 2013, is not a public offer, and is not listed or proposed to be listed on any recognised stock exchange. Each SPV is subject to 195 (one hundred ninety-five) participants and a fundraising ceiling of 45% (forty-five per cent) of that SPV's total project cost.

5.1 Illustrative Sources of Revenue Revenue available for distribution by an SPV, if any, shall consist only of amounts actually realised and received by the relevant SPV from the commercial exploitation of the Film Project. This may include theatrical collections, OTT and streaming licence fees, satellite and television broadcasting rights, music and audio rights, international distribution, merchandising, brand partnerships, and digital exploitation. 5.2 Payout Waterfall and Priority of Recoupment Revenue received by an SPV is typically applied first towards recoupment of production costs, statutory dues, and contractually senior obligations, in the order of priority set out in the relevant Participation Agreement, before any residual amount becomes available for Payout to Participants. No Payout shall become due or payable merely because revenue has been received by the SPV. Every Payout shall remain subject to verification of accounts, determination of Distributable Revenue, compliance with Applicable Law, and approval by the Board of Directors of the relevant SPV. NOTHING CONTAINED IN THIS CLAUSE SHALL BE CONSTRUED AS CREATING ANY ASSURANCE, REPRESENTATION, WARRANTY, GUARANTEED RETURN, ASSURED INCOME, MINIMUM REVENUE, FIXED YIELD, OR REPAYMENT OBLIGATION. 5.3 Tax Deduction at Source on Payouts Any Payout made by an SPV to a Participant shall be subject to deduction of tax at source (TDS) by the SPV, at the rate applicable under the Income-tax Act, 1961 at the time of such Payout.

PARTICIPATION IN A FILM SPV INVOLVES A HIGH DEGREE OF COMMERCIAL, FINANCIAL, LEGAL, OPERATIONAL, AND MARKET RISK. PARTICIPATION MAY RESULT IN THE PARTIAL OR TOTAL LOSS OF THE CAPITAL COMMITTED. NEITHER FIIFO NOR THE RELEVANT SPV GUARANTEES THE PRESERVATION OF CAPITAL, PROFITABILITY, LIQUIDITY, OR ANY PARTICULAR COMMERCIAL OUTCOME. 6.1 Total Loss of Capital — A film may fail commercially for reasons including poor audience reception, competition, adverse reviews, piracy, or changes in viewing habits. You may lose some or all of the amount you committed, with no guarantee of any Payout. 6.2 Production Risk — Films frequently experience cost overruns, schedule delays, or in some cases are never completed. FIIFO is not presently operating any completion guarantee or completion bond. 6.3 Creator Conduct, Default, or Fraud — The Creator is an independent third party and is not an employee, agent, or representative of FIIFO. FIIFO does not control, supervise, or guarantee the Creator's performance. 6.4 Illiquidity and No Guaranteed Exit — Shares are not listed, are not traded on any exchange, and there is no assurance of any secondary market. You should assume that your participation is illiquid and that you may be unable to exit for an indefinite period. 6.5 No Guaranteed Payout, Timing, or Amount — Even where a film is completed and released and generates revenue, any Payout to Participants depends on numerous contractual and commercial factors. There is no assurance of any Payout, its timing, or its amount. 6.8 Regulatory and Legal Risk — The regulatory framework applicable to platforms such as FIIFO and to Section 42 private placements is evolving. Changes in law could adversely affect the SPV or delay or prevent Payouts. 6.13 Independent Decision — FIIFO does not provide investment advice, legal advice, tax advice, accounting advice, or financial planning services. Each Participant is solely responsible for evaluating the suitability of participation.

THIS CLAUSE IS SUBJECT IN ALL RESPECTS TO CLAUSE 6.4 (ILLIQUIDITY AND NO GUARANTEED EXIT). NOTHING IN THIS CLAUSE GUARANTEES THAT ANY EXIT ROUTE DESCRIBED BELOW WILL BE AVAILABLE, TIMELY, OR AT A PRICE ACCEPTABLE TO YOU. 7.1 Full Transfer of Shares — Subject to the SPV's constitutional documents, the Participation Agreement, and Applicable Law, a Participant may transfer all of their Shares in an SPV to another person, provided that: (a) the transferee has independently completed KYC on the Platform; (b) the transfer does not cause the SPV to exceed the 195-participant cap; (c) any right of first refusal has been exhausted or waived; and (d) the SPV's board has approved the transfer. 7.2 Partial Transfer — Permitted only where the resulting shareholding complies with the Articles of Association, Applicable Law, and any minimum holding prescribed by the SPV. 7.3 No Platform-Operated Secondary Market at Present — FIIFO DOES NOT PRESENTLY OPERATE A SECONDARY MARKET, MATCHING FACILITY, OR RESALE MECHANISM FOR SHARES. Any transfer must currently be sourced, negotiated, and priced by the Participant independently. 7.5 Exit on Payout, Recoupment, and Dissolution — A Participant's exit may occur through distribution of the SPV's residual assets in the course of dissolution in accordance with the Companies Act, 2013. Upon liquidation, the rights of Participants shall rank after payment of all secured creditors, statutory dues, taxes, and other liabilities.

SPV Current Account — Each SPV maintains a dedicated current account under dual-signatory controls. Funds received from Participants are held in this account and are released to the production team only in accordance with the milestone schedule verified by an independent Chartered Accountant. For the avoidance of doubt: this SPV Current Account is NOT a formal escrow arrangement with an independent escrow agent. It is a current account operated under dual-signatory authorisation. No Participant shall acquire any beneficial ownership or beneficial interest in the monies lying in the SPV Current Account merely by making payment. Milestone-based release: Funds are released from the SPV Current Account only after each production milestone has been independently verified by a Chartered Accountant and the requisite documentary evidence has been submitted. This ensures Participants' capital is protected throughout the production lifecycle.

Where Shares are not allotted to an applicant, the application money shall be refunded in accordance with the statutory timeline prescribed under Section 42 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014: The SPV shall either allot Shares or refund the application money within sixty (60) days from the date of receipt of such money. If the application money is not refunded within fifteen (15) days from the expiry of such sixty (60) day period, it shall be repaid together with interest at the rate of 12% (twelve per cent) per annum. THIS IS A STATUTORY OBLIGATION AND IS NOT SUBJECT TO FIIFO'S OR THE SPV'S DISCRETION. Refund scenarios include: • KYC rejection — where FIIFO or its KYC service provider is unable to verify your KYC application, any principal already paid is refunded. • Campaign shortfall — where a campaign does not reach its minimum funding target, all committed funds are returned.

FIIFO has appointed a Grievance Redressal Officer (GRO) to receive, track, and resolve grievances raised by Participants, Creators, and other stakeholders. To raise a grievance: 1. Submit your complaint through the in-platform Grievance form, or write to support@fiifo.com. 2. You will receive an acknowledgement within 48 hours. 3. FIIFO will endeavour to resolve the grievance within 30 days of receipt. 4. If you are not satisfied with the resolution, you may escalate to the Data Protection Board of India (for data-related grievances) or approach a court of competent jurisdiction. Grievance Officer: FIIFO Ventures Private Limited Rohini Nivas, Mannakallu, Nellimoodu P.O. – 695524, Kerala Email: legal@fiifo.com Nothing in these Terms restricts your right to approach any court of competent jurisdiction, Consumer Disputes Redressal Commission, National Company Law Tribunal (NCLT), or any other statutory or judicial authority having jurisdiction.

These Terms are governed by and construed in accordance with the laws of India. Any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the courts at Trivandrum (Thiruvananthapuram), Kerala, India. Nothing in this clause prevents either party from seeking urgent interim relief from any court of competent jurisdiction.