CCPS: Valuation Cap with Discount
Term Sheet: Pre-Seed Round 2-A
INVESTMENT OPPORTUNITY SUMMARY
Company: OX Agry Private Limited
Stage: Pre-Seed
Funding Goal: ₹2 Crore
Target ROI: 30% to 300%+ p.a. (1.6x to 7x+ over 2 years)
Investment Timeline: December 31, 2025
SHARE CAPITAL STRUCTURE
Pre-Investment Structure
| Parameter | Authorized | Paid Up |
|---|---|---|
| Equity Capital | ₹10,00,000 (10,00,000 shares) | ₹1,00,000 (1,00,000 shares - Founders) |
| CCPS Capital | ₹2,00,00,000 (2,00,00,000 shares) | Nil |
| Total | ₹2,10,00,000 | ₹1,00,000 |
Face Value: ₹1 per share | Founder Ownership: 100%
Post-Investment Structure (After ₹2 Cr CCPS Issue)
| Shareholder | Equity Shares | CCPS | Total Investment |
|---|---|---|---|
| Vijay Maniraj | 99,500 | - | ₹99,500 |
| Maniraj Karuppusamy | 500 | - | ₹500 |
| CCPS Investors | - | 2,00,00,000 | ₹2,00,00,000 |
| Total | 1,00,000 | 2,00,00,000 | ₹2,01,00,000 |
KEY INVESTMENT TERMS
| Parameter | Details |
|---|---|
| Security Type | CCPS (Compulsory Convertible Preference Shares) |
| CCPS Variant | Valuation Cap with Discount |
| Face Value | ₹1 per CCPS |
| Issue Price | ₹1 per CCPS (at face value, no premium) |
| Minimum Investment | ₹1 lakh (1,00,000 CCPS) |
| Maximum per Investor | ₹1 crore (1,00,00,000 CCPS) |
| Total CCPS Available | 2,00,00,000 shares |
| Valuation Cap | ₹100 Crore |
| Discount Rate | 30% |
| Conversion Cutoff | December 31, 2027 |
CONVERSION MULTIPLIER STRUCTURE
First Come, First Serve Basis
| Tranche | Investment Level | CCPS Received | Conversion Multiplier | Equity per ₹1L (at cap) |
|---|---|---|---|---|
| Tranche 1 | First ₹50 Lakh | 1,00,000 per ₹1L | 1.5x | 15 shares |
| Tranche 2 | Next ₹50 Lakh | 1,00,000 per ₹1L | 1.33x | 13.3 shares |
| Tranche 3 | Final ₹1 Crore | 1,00,000 per ₹1L | 1.25x | 12.5 shares |
Note: All CCPS issued at ₹1 face value (fully legal). The bonus benefit is applied as a conversion multiplier at the time of conversion.
Shared Pool: Only ₹2 Crore total across both CCPS variants. Tranche allocation is first-come, first-served regardless of chosen variant (Valuation Cap with Discount or Growth Rate).
Early investors get significantly better terms.
CONVERSION MECHANICS
Understanding the Conversion
CCPS are issued at ₹1 face value. At conversion, the number of equity shares the investor receives is calculated based on the Valuation Cap or Discount, whichever gives more shares.
Conversion Formula
Equity Shares = Investment Amount / Conversion Price
Where Conversion Price = LOWER of:
- Cap Price = Valuation Cap / Pre-Conversion Equity Shares
- Discounted Price = (Future Valuation × 70%) / Pre-Conversion Equity Shares
Pre-Conversion Equity Shares = 1,00,000 (Founder shares)
Base Calculation (at ₹100 Cr Cap)
| Parameter | Calculation |
|---|---|
| Valuation Cap | ₹100 Crore |
| Pre-Conversion Equity Shares | 1,00,000 |
| Cap Price per Equity | ₹100 Cr / 1,00,000 = ₹10,000 |
| ₹1 Lakh Investment | 1,00,000 CCPS |
| Converts to (at cap) | ₹1,00,000 / ₹10,000 = 10 Equity Shares |
| Conversion Ratio | 10,000 CCPS : 1 Equity Share |
Breakeven Point
Discount Price = Cap Price
Future Valuation × 70% = ₹100 Cr
Future Valuation = ₹142.86 Cr
- Below ₹142.86 Cr: DISCOUNT is better (gives more shares)
- Above ₹142.86 Cr: CAP is better (gives more shares)
ANTI-DILUTION PROTECTION GUARANTEE
Investment is Protected by the BEST of Valuation Cap or Discount Rate Options.
Conversion Scenarios for ₹1 Lakh Investment (1,00,000 CCPS)
Includes dilution from total ₹2 Cr CCPS conversion. Actual dilution may be lower if round is not fully subscribed.
| Future Valuation | Better Option | Conv. Price | Shares | Post-Conv Shares | Ownership | Share Value | Return |
|---|---|---|---|---|---|---|---|
| ₹25 Cr | Discount (₹17.5 Cr) | ₹1,750 | 57.14 | 1,11,429 | 0.051% | ₹1,28,205 | 1.28x |
| ₹50 Cr | Discount (₹35 Cr) | ₹3,500 | 28.57 | 1,05,714 | 0.027% | ₹1,35,135 | 1.35x |
| ₹70 Cr | Discount (₹49 Cr) | ₹4,900 | 20.41 | 1,04,082 | 0.0196% | ₹1,37,255 | 1.37x |
| ₹100 Cr | Discount (₹70 Cr) | ₹7,000 | 14.29 | 1,02,857 | 0.0139% | ₹1,38,889 | 1.39x |
| ₹142.86 Cr | Equal | ₹10,000 | 10.00 | 1,02,000 | 0.0098% | ₹1,40,056 | 1.40x |
| ₹200 Cr | Cap (₹100 Cr) | ₹10,000 | 10.00 | 1,02,000 | 0.0098% | ₹1,96,078 | 1.96x |
| ₹300 Cr | Cap (₹100 Cr) | ₹10,000 | 10.00 | 1,02,000 | 0.0098% | ₹2,94,118 | 2.94x |
| ₹500 Cr | Cap (₹100 Cr) | ₹10,000 | 10.00 | 1,02,000 | 0.0098% | ₹4,90,196 | 4.90x |
Share Value Calculation Formula
Share Value = (Investor Shares / Total Post-Conversion Shares) × Future Valuation
Total Post-Conversion Shares = 1,00,000 + (Total CCPS Investment / Conversion Price)
Key Observations
- Discount range (up to ₹142.86 Cr): Returns stay around 1.28x to 1.40x
- Cap range (above ₹142.86 Cr): Returns scale with valuation growth
- Minimum return: ~1.28x (at lower valuations with discount)
- Upside unlimited: Returns grow proportionally above ₹142.86 Cr
With Conversion Multiplier
| Tranche | Multiplier | Minimum Return | At ₹200 Cr | At ₹500 Cr |
|---|---|---|---|---|
| Tranche 1 | 1.5x | 1.92x | 2.94x | 7.35x |
| Tranche 2 | 1.33x | 1.70x | 2.61x | 6.52x |
| Tranche 3 | 1.25x | 1.60x | 2.45x | 6.13x |
Multiplier applied at conversion, significantly boosting returns for early investors.
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
Conversion Triggers
| Trigger | Description | Conversion Timeline |
|---|---|---|
| Qualified Financing | Next priced round (₹10 Cr+ raise, ₹100 Cr+ pre-money) | Within 30 days of round close |
| Liquidity Event | IPO, acquisition, or merger | Immediately before event |
| Deadline | December 31, 2027 (if no other trigger) | Within 90 days (by March 31, 2028) |
Note: Unpriced rounds (CCPS, convertible notes) do not trigger conversion.
Wind Up / Liquidation Scenario
In case of company wind up or liquidation, CCPS will NOT convert to equity. Instead, CCPS holders are protected through liquidation preference.
Payment Priority (Waterfall)
1. Insolvency resolution costs
↓
2. Workmen dues (24 months) + Secured creditors (pari passu)
↓
3. Employee dues (12 months)
↓
4. Government dues (taxes - 2 years)
↓
5. Unsecured creditors
↓
6. CCPS Holders (Preference Shareholders) ← You are here
↓
7. Equity Shareholders (Founders)
What CCPS Holders Receive
| Component | Calculation |
|---|---|
| Principal | Original investment amount |
| Interest | 18% p.a. simple interest from date of investment |
| Total Preference | Principal + Interest |
Example: ₹1 Lakh invested for 2 years
Principal: ₹1,00,000
Interest: ₹1,00,000 × 18% × 2 = ₹36,000
Total: ₹1,36,000 (Liquidation Preference)
If Assets Are Insufficient
| Scenario | CCPS Holders Receive |
|---|---|
| Assets > All liabilities + CCPS preference | Full preference amount |
| Assets < CCPS preference (but > unsecured creditors) | Pro-rata share among CCPS holders |
| Assets < Unsecured creditors | Nothing (after priority creditors paid) |
Process Timeline
| Step | Timeline |
|---|---|
| Liquidator appointed | Day 0 |
| Asset valuation | 30-60 days |
| Creditor claims | 60-90 days |
| Asset sale | 90-180 days |
| Distribution to CCPS holders | After creditors paid |
| Final dissolution | 6-12 months |
Key Protections
- CCPS holders rank above equity shareholders
- No conversion to equity (preserves preference rights)
- Interest compensation for time value of money
- Pari passu (equal ranking) among all CCPS holders
Qualified Financing Definition
A priced funding round where:
- Minimum raise: ₹10 Crore
- Pre-money valuation: ₹100 Crore or more
Maximum Conversion Timeline
- Deadline: December 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 March 31, 2028)
Delay Penalty:
- If conversion is not completed by March 31, 2028, penalty interest of 12% per annum (simple interest) will accrue on the original investment amount
- Penalty interest accrues from April 1, 2028 until conversion is completed
- Penalty amount will be added to the conversion value, increasing the number of shares investor receives
Example (₹1L investment, 1 year delay):
Principal: ₹1,00,000
Penalty (1 year): ₹1,00,000 × 12% × 1 = ₹12,000
Total Conversion: ₹1,12,000 (converted at cap/discount price)
Conversion Terms:
- Conversion Basis: Professional valuation with 30% discount OR ₹100 Cr valuation cap (whichever is better for the investor)
- Share Calculation: Conversion price calculated on pre-conversion equity shares (1,00,000)
- New Equity Issuance: New equity shares will be issued to CCPS holders upon conversion
- Conversion Structure: CCPS converts to equity shares with standard voting rights (1 share = 1 vote)
- One-Time Conversion: The conversion will happen only once
- DVR Compatibility: The Company may implement Differential Voting Rights (DVR) for founder shares in the future, subject to eligibility under Companies Act, 2013. This is disclosed upfront for transparency.
- Liquidity Events: Automatic conversion to equity shares in case of acquisition, merger, or IPO
- Corporate Actions: Conversion ratios automatically adjust for stock splits, bonus issues, and share consolidations to preserve economic value
Post-Conversion Terms
- All CCPS protection terms become void upon conversion
- Converted shares carry same rights, risks, and obligations as regular equity shares
- Standard shareholder rights apply equally to all equity holders
POST-CONVERSION SHARE STRUCTURE
Example: At ₹100 Cr Valuation (Full ₹2 Cr CCPS Conversion)
| Shareholder | Pre-Conversion | Equity on Conversion | Post-Conversion | Ownership % |
|---|---|---|---|---|
| Founders | 1,00,000 equity | - | 1,00,000 | 97.22% |
| CCPS Investors | 2,00,00,000 CCPS | 2,857 new equity | 2,857 | 2.78% |
| Total | - | - | 1,02,857 | 100% |
Example: At ₹200 Cr Valuation (Cap Applied)
| Shareholder | Pre-Conversion | Equity on Conversion | Post-Conversion | Ownership % |
|---|---|---|---|---|
| Founders | 1,00,000 equity | - | 1,00,000 | 98.04% |
| CCPS Investors | 2,00,00,000 CCPS | 2,000 new equity | 2,000 | 1.96% |
| Total | - | - | 1,02,000 | 100% |
USE OF FUNDS
| Allocation | Amount | Purpose |
|---|---|---|
| 50% - Operations | ₹1 Cr | Team expansion, infrastructure, market scaling |
| 35% - Technology | ₹70 L | R&D, Digital platform enhancement, new features |
| 10% - Marketing | ₹20 L | Customer acquisition, brand building |
| 5% - Reserves | ₹10 L | Working 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 + 18% p.a. simple interest from date of investment
- Participation: Non-participating preference (choose between preference or pro-rata)
- Ranking: Senior to all common equity, pari passu among CCPS holders
CCPS CHARACTERISTICS
| Parameter | Details |
|---|---|
| Dividend | 0.001% per annum, non-cumulative |
| Participation | Non-participating in surplus assets |
| Conversion | Compulsorily convertible (max 20 years) |
| Payment | Fully paid-up at allotment |
| Transfer | Transferable per company rules |
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
Earn 10% share rewards by referring investors. See Referral Program for details.
NEXT STEPS
Investment Process
| Step | Action | Details |
|---|---|---|
| 1 | Schedule Discussion | 15-minute call with founder for clarifications |
| 2 | Submit LOI | Email to investments@oxagry.com to secure allocation |
| 3 | Due Diligence | Review detailed company information (optional) |
| 4 | Complete Investment | Execute agreements and transfer funds |
Contact Information
- Email: investments@oxagry.com
- Website: www.oxagry.com
- Address: 105, South Anna Nagar, Dindigul Road, Palani - 624601, Tamil Nadu, India
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: 2.0.0
Issue Date: December 2025
Validity Period: 45 days from issue date
Last Updated At: December 2025
© 2025 OX Agry Private Limited. All rights reserved.