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CCPS: Growth Rate

Term Sheet: Pre-Seed Round 2-B (2025)​

INVESTMENT OPPORTUNITY SUMMARY​

🌱 Company: OX Agry Private Limited - Revolutionary AgTech Platform
💰 Funding Goal: ₹2 Crore
📈 Current Valuation: ₹100 Crore
🎯 Target ROI: 50% simple annual growth rate guaranteed
⏰ Investment Timeline: July 2025

KEY INVESTMENT TERMS​

ParameterDetails
Security TypeCCPS (Compulsory Convertible Preference Shares) - Growth Rate
Number of shares in the company10,000 equity shares
Share Price₹1 lakh per share
Minimum Investment₹1 lakh (1 share)
Maximum per Investor₹1 crore (100 shares)
Total Shares Available200 shares
Growth Rate50% annually (simple)
Conversion CutoffJuly 31, 2027

📈 GROWTH RATE PROTECTION​

Your Investment Grows at 50% Annual Growth Rate Until Conversion​

Growth Calculation Examples:​

Example: ₹1 Lakh Investment Timeline​

DatePrincipal AmountGrowth AmountTotal Conversion Value
August 1, 2025₹1,00,000₹0₹1,00,000
July 31, 2026₹1,00,000₹50,000₹1,50,000
July 31, 2027₹1,00,000₹1,00,000₹2,00,000

Growth Rate Formula:​

Total Conversion Amount = Principal Amount + (Principal Amount × Rate of Interest × Time in year) / 100

⚡ CONVERSION TERMS & TRIGGERS​

Conversion: At the time of a Qualified Financing (next priced round), the CCPS will convert using:

  • Conversion Amount: Principal Amount + Accumulated Growth Amount
  • Conversion Price: Same price per share paid by new investors in the Qualified Financing
  • No Valuation Cap or Discount Applied: Pure growth rate benefit only

Qualified Financing Definition​

A priced funding round where:

  • Minimum raise: ₹5 Crore
  • Pre-money valuation: ≥₹100 Crore

Maximum Conversion Timeline​

  • Deadline: July 31, 2027

If No Qualified Financing by Deadline:​

Professional Valuation Process:

  • Valuation: The company will engage an IBBI-registered valuer or SEBI-registered Category-I merchant banker or qualified Chartered Accountant for professional valuation
  • Timeline: Professional valuation and conversion to be completed within 90 days of the deadline (by October 31, 2027)

Conversion Terms:​

  • Conversion Basis: Share price determined by professional valuation; shares allocated based on original investment amount plus accumulated growth through conversion date
  • Conversion Structure: Based on management decision at the time of conversion:
    • Option 1: Adjust the number of same CCPS shares based on conversion calculation
    • Option 2: Convert to regular equity shares with 1x voting rights
  • One-Time Conversion: The conversion will happen only once
  • DVR Compatibility: The Company reserves the right to implement Differential Voting Rights (DVR) for founder shares before conversion to preserve voting control
  • Liquidity Events: Automatic conversion to equity shares in case of acquisition, merger, or IPO
  • Corporate Actions: Automatic adjustments for stock splits and other corporate actions
  • Anti-Dilution Protection: Investor conversion calculations are protected against dilution:
    • Share Count Changes: If company share count increases through splits, bonus issues, funding rounds (before conversion) or other corporate actions, investor conversion ratios will be proportionally adjusted
    • Economic Value Preservation: Investors maintain their calculated ownership percentage based on original conversion terms, regardless of subsequent changes to total company shares
    • Conversion Calculation Integrity: The number of shares investors receive upon conversion remains tied to their investment amount and agreed valuation, not affected by intervening corporate restructuring

Post-Conversion Terms: Once conversion is completed​

  • Management Decision Authority: The selection between Option 1 and Option 2 is entirely at the discretion of company management based on valuation results and strategic considerations

  • Option 1 - CCPS Continuation:

    • Original CCPS remains unconverted
    • Additional CCPS issued based on the conversion formula
    • All CCPS (original + additional) will convert to equity when future valuation meets committed threshold (≥₹150 Crore) or within 10 years
    • During the future conversion to equity, 1:1 ratio will be followed
    • Only liquidation preference is applied to the shares, no other protections
    • Per share value is equal to the standard equity shares

  • Option 2 - Equity Conversion:

    • All CCPS protection terms become completely void
    • Converted shares carry same rights, risks, and obligations as regular equity shares
    • Standard shareholder risk applies equally to all equity holders

💰 USE OF FUNDS​

AllocationAmountPurpose
50% - Operations₹1 CrTeam expansion, infrastructure, market scaling
35% - Technology₹70 LR&D, Digital platform enhancement, new features
10% - Marketing₹20 LCustomer acquisition, brand building
5% - Reserves₹10 LWorking capital and contingencies

⚖️ INVESTOR RIGHTS & PROTECTIONS​

Governance Rights​

  • 📞 Quarterly investor calls with management
  • 🔍 Annual business plan review

Liquidity Rights​

  • 🔄 Pro-rata participation in future rounds (up to 1x original investment) - Optional
  • 🏃‍♂️ Tag-along rights on founder share sales
  • 🚛 Drag-along rights for majority-approved exits
  • 📋 Right of first refusal (ROFR) on share transfers

Liquidation Preferences​

  • Priority: CCPS holders receive liquidation preference equal to conversion amount
  • Participation: Non-participating preference (choose between preference or pro-rata)
  • Ranking: Senior to all common equity, pari passu among CCPS holders

🚨 RISK FACTORS​

Investment Risks:

  • Early-stage company with execution risks
  • Market adoption and competition risks
  • Technology and regulatory risks
  • General startup and liquidity risks
  • Growth rate risk: Returns depend on timing of Qualified Financing

Mitigation Factors:

  • Guaranteed 50% annual growth regardless of company performance
  • Experienced team with proven track record
  • Strong existing customer base and revenue
  • Multiple revenue streams and partnerships
  • Conservative financial projections

This is a high-risk, high-reward investment suitable for risk-aware investors

Referral Program​

Referral percentage: 10%​

✅ In the referral program, referrers qualify to receive a 10% share rewards of the invested amount

✅ The referral rewards applies to CCPS Growth Rate shares options, but it is not applicable to the loan option.

Share-based rewards​

✅ As part of our referral program, 10% referral rewards will be given in the form of CCPS: Growth Rate. These shares come with the same 50% annual growth protection.

✅ Referral rewards will not be paid out as cash

📞 NEXT STEPS​

Ready to Invest?​

1. Schedule a Call: Book 15-minute discussion with founder for any clarifications
2. Submit LOI: Secure your preferred tranche allocation by sending an email
3. Due Diligence: Review detailed company information if needed
4. Complete Investment: Execute agreements and transfer funds

Contact Information​

Company Details​

  • Legal Name: OX Agry Private Limited
  • CIN: U01100TN2022PTC149276
  • GSTIN: 33AADCO6794P1ZO

🔒 CONFIDENTIALITY & DISCLAIMERS​

Non-Binding: This term sheet is non-binding and intended solely to outline the proposed terms of investment. A formal CCPS agreement will be executed to finalize the transaction.

Confidential Information: This term sheet contains confidential and proprietary information. Please maintain confidentiality and do not share without permission.

Forward-Looking Statements: This document contains forward-looking statements about future performance. Actual results may vary significantly from projections.

Investment Advice: This is not investment advice. Please consult your financial advisor and conduct your own due diligence before investing.

Legal Documentation: This term sheet is for discussion purposes only. Final terms will be governed by legally binding subscription agreements.

Governing Law: This Term Sheet and resulting CCPS agreement shall be governed by the laws of India.

Document Version: 1.0.0
Issue Date: Jun 27, 2025
Validity Period: 45 days from issue date
Last Updated At: Jun 27, 2025

© 2025 OX Agry Private Limited. All rights reserved.