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CCPS: Valuation Cap with Discount

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

INVESTMENT OPPORTUNITY SUMMARY​

🌱 Company: OX Agry Private Limited - Revolutionary AgTech Platform
💰 Funding Goal: ₹2 Crore
📈 Current Valuation: ₹100 Crore
🎯 Target ROI: 32 to 120%+ potential annual returns
⏰ Investment Timeline: July 2025

KEY INVESTMENT TERMS​

ParameterDetails
Security TypeCCPS (Compulsory Convertible Preference Shares)
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
Valuation Cap₹100 Crore
Discount Rate30%
Conversion CutoffJuly 31, 2027

🎁 SPECIAL BONUS STRUCTURE​

First Come, First Serve Basis​

TrancheInvestment LevelBonus BenefitEffective PriceTotal Return
🥇 Tranche 1First 50 sharesBuy 2, Get 1 FREE₹66,667 per share1.5x shares
🥈 Tranche 2Next 50 sharesBuy 3, Get 1 FREE₹75,000 per share1.33x shares
🥉 Tranche 3Final 100 sharesBuy 4, Get 1 FREE₹80,000 per share1.25x shares

💡 Early investors get significantly better terms - limited availability!

🛡️ ANTI-DILUTION PROTECTION GUARANTEE​

Your Investment is Protected by the BEST of Valuation Cap or Discount Rate Options.​

Illustrative Scenarios for 1 share (1 lakh):​

Scenario #1: Future Valuation is ₹50 Cr (Lower than Cap)​

  • Discounted Valuation: ₹35 Cr (30% discount)
  • Equity Ownership: 0.0286% (₹1L ÷ ₹35Cr)
  • Number of shares: 2.86
  • Share value: 1.43 lakh

Scenario #2: Future Valuation is ₹300 Cr (Higher than Cap)​

  • Valuation Used: ₹100 Cr (cap applies)
  • Equity Ownership: 0.01% (₹1L ÷ ₹100Cr)
  • Number of shares: 1
  • Share value: 3 lakh

Scenario #3: Future Valuation is ₹120 Cr (Above Cap)​

  • Discounted Valuation: ₹84 Cr (30% discount)
  • Valuation Cap: ₹100 Cr
  • Equity Ownership: 0.0119% (Better of ₹84 Cr vs ₹100 Cr)
  • Number of shares: 1.19
  • Share value: 1.43 lakh

⚡ CONVERSION TERMS & TRIGGERS​

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

  • The valuation cap (₹100 Cr), OR
  • A 30% discount on the next round's valuation

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: Professional valuation with 30% discount OR ₹100 Cr valuation cap (whichever is better for the investor)
  • 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 2x 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 investment 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

Mitigation Factors:

  • 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 both CCPS 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: Valuation Cap with Discount. These shares come with a robust protection clause, ensuring enhanced investment security.

✅ 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 investment 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.