CCPS: Growth Rate
Term Sheet: Seed Round 1-B
INVESTMENT OPPORTUNITY SUMMARY
Company: OX Agry Private Limited
Stage: Seed
Funding Goal: ₹20 Crore
Target ROI: 30% to 40% p.a. (1.6x to 1.8x over 2 years) - Guaranteed
Investment Timeline: January 2026
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 | ₹20,00,00,000 (20,00,00,000 shares) | Nil |
| Total | ₹20,10,00,000 | ₹1,00,000 |
Face Value: ₹1 per share | Founder Ownership: 100%
Post-Investment Structure (After ₹20 Cr CCPS Issue)
| Shareholder | Equity Shares | CCPS | Total Investment |
|---|---|---|---|
| Vijay Maniraj | 99,500 | - | ₹99,500 |
| Maniraj Karuppusamy | 500 | - | ₹500 |
| CCPS Investors | - | 20,00,00,000 | ₹20,00,00,000 |
| Total | 1,00,000 | 20,00,00,000 | ₹20,01,00,000 |
KEY INVESTMENT TERMS
| Parameter | Details |
|---|---|
| Security Type | CCPS (Compulsory Convertible Preference Shares) |
| CCPS Variant | Growth Rate |
| 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 | ₹5 crore (5,00,00,000 CCPS) |
| Total CCPS Available | 20,00,00,000 shares |
| Growth Rate | 30% to 40% annually (simple) |
| Conversion Cutoff | March 31, 2028 |
GROWTH RATE STRUCTURE
First Come, First Serve Basis
| Tranche | Investment Level | Growth Rate | Year 1 Value | Year 2 Value |
|---|---|---|---|---|
| Tranche 1 | First ₹5 Crore | 40% | ₹1,40,000 | ₹1,80,000 |
| Tranche 2 | Next ₹5 Crore | 35% | ₹1,35,000 | ₹1,70,000 |
| Tranche 3 | Final ₹10 Crore | 30% | ₹1,30,000 | ₹1,60,000 |
Note: Only ₹20 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.
GROWTH RATE PROTECTION
Investment Grows at 30% to 40% Annual Growth Rate Until Conversion
Growth Calculation Examples:
Example: ₹1 Lakh Investment Timeline (Tranche 1 - 40% Rate)
| Date | Principal Amount | Growth Amount | Total Conversion Value |
|---|---|---|---|
| February 1, 2026 | ₹1,00,000 | ₹0 | ₹1,00,000 |
| January 31, 2027 | ₹1,00,000 | ₹40,000 | ₹1,40,000 |
| January 31, 2028 | ₹1,00,000 | ₹80,000 | ₹1,80,000 |
Growth Rate Formula:
Total Conversion Amount = Principal Amount + (Principal Amount x Rate of Interest x Time in years)
CONVERSION SCENARIOS
For ₹1 Lakh Investment (Tranche 1 - 40% Growth Rate, 2 Years)
Total Conversion Value = ₹1,80,000 (Principal ₹1L + Growth ₹80K)
Uses adjusted conversion price to guarantee investor receives exact conversion value after dilution.
| Future Valuation | Conversion Price | Investor Shares | New Equity Shares | Post-Conv Total | Ownership | Share Value | Return |
|---|---|---|---|---|---|---|---|
| ₹50 Cr | ₹1,400 | 128.57 | 2,57,143 | 3,57,143 | 0.036% | ₹1,80,000 | 1.80x |
| ₹100 Cr | ₹6,400 | 28.13 | 56,250 | 1,56,250 | 0.018% | ₹1,80,000 | 1.80x |
| ₹200 Cr | ₹16,400 | 10.98 | 21,951 | 1,21,951 | 0.009% | ₹1,80,000 | 1.80x |
| ₹300 Cr | ₹26,400 | 6.82 | 13,636 | 1,13,636 | 0.006% | ₹1,80,000 | 1.80x |
| ₹400 Cr | ₹36,400 | 4.95 | 9,890 | 1,09,890 | 0.0045% | ₹1,80,000 | 1.80x |
| ₹500 Cr | ₹46,400 | 3.88 | 7,759 | 1,07,759 | 0.0036% | ₹1,80,000 | 1.80x |
| ₹1000 Cr | ₹96,400 | 1.87 | 3,734 | 1,03,734 | 0.0018% | ₹1,80,000 | 1.80x |
Conversion Price Formula
Conversion Price = (Future Valuation - Total Growth Rate CCPS Conversion Value) / Pre-Conv Shares
Where:
- Total Growth Rate CCPS Conversion Value = Total Principal + Total Accumulated Growth
(Only Growth Rate CCPS variant; Valuation Cap with Discount CCPS converts separately)
- Pre-Conv Shares = 1,00,000 (Founder equity shares)
This formula ensures: Share Value = Investor Shares × Conversion Price = Guaranteed Conversion Value
Note: Each CCPS variant converts independently using its own formula. This formula applies only to Growth Rate CCPS.
Key Observations
- Growth Rate provides GUARANTEED 1.8x return (for 2-year hold at 40% rate)
- Share value is always ₹1,80,000 regardless of future valuation
- Higher valuations = Fewer shares but same guaranteed value
- Predictable returns - conversion value is locked at investment time
COMPARISON: GROWTH RATE VS VALUATION CAP
For a detailed comparison of Growth Rate vs Valuation Cap with Discount, including all tranche combinations and scenario analysis, see CCPS Comparison.
Quick Summary:
- Tranche 1 (2x multiplier): Valuation Cap is better at almost all valuations
- Tranche 2-5: Breakeven varies from ~₹170 Cr to ~₹380 Cr depending on tranche
- Without Multiplier: Growth Rate is better up to ~₹400 Cr
- Growth Rate provides certainty - guaranteed 1.6x-1.8x return regardless of valuation
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
Conversion Triggers
| Trigger | Description | Conversion Timeline |
|---|---|---|
| Qualified Financing | Next priced round (₹20 Cr+ raise, ₹200 Cr+ pre-money) | Within 30 days of round close |
| Liquidity Event | IPO, acquisition, or merger | Immediately before event |
| Deadline | March 31, 2028 (if no other trigger) | Within 90 days (by June 30, 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: ₹20 Crore
- Pre-money valuation: ₹200 Crore or more
Maximum Conversion Timeline
- Deadline: March 31, 2028
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 June 30, 2028)
Delay Penalty:
- If conversion is not completed by June 30, 2028, penalty interest of 12% per annum (simple interest) will accrue on the original investment amount
- Penalty interest accrues from July 1, 2028 until conversion is completed
- Growth continues: The selected growth rate (30-40%) continues to accumulate until conversion date
- Penalty is additive: Penalty interest is in addition to the accumulated growth, not a replacement
- Total conversion value = Principal + Accumulated Growth + Penalty Interest
Example (₹1L at 40% rate, 1 year delay):
Growth (2.5 years): ₹1,00,000 × 40% × 2.5 = ₹1,00,000
Penalty (1 year): ₹1,00,000 × 12% × 1 = ₹12,000
Total Conversion: ₹1,00,000 + ₹1,00,000 + ₹12,000 = ₹2,12,000
Conversion Terms:
- Conversion Basis: Share price determined by professional valuation; shares allocated based on original investment amount plus accumulated growth through conversion date
- 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 ₹300 Cr Valuation (Full ₹20 Cr CCPS at 40% rate, 2 years)
Total CCPS Conversion Value = ₹36 Cr (Principal ₹20 Cr + Growth ₹16 Cr) Conversion Price = (₹300 Cr - ₹36 Cr) / 1,00,000 = ₹26,400 Shares Issued = ₹36 Cr / ₹26,400 = 13,636 equity shares
| Shareholder | Pre-Conversion | Equity on Conversion | Post-Conversion | Ownership % |
|---|---|---|---|---|
| Founders | 1,00,000 equity | - | 1,00,000 | 88.00% |
| CCPS Investors | 20,00,00,000 CCPS | 13,636 new equity | 13,636 | 12.00% |
| Total | - | - | 1,13,636 | 100% |
CCPS investors receive shares worth exactly ₹36 Cr (their guaranteed conversion value).
USE OF FUNDS
| Allocation | Amount | Purpose |
|---|---|---|
| 50% - Operations | ₹10 Cr | Team expansion, infrastructure, market scaling |
| 30% - Technology | ₹6 Cr | R&D, Digital platform enhancement, new features |
| 15% - Marketing | ₹3 Cr | Customer acquisition, brand building |
| 5% - Reserves | ₹1 Cr | 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 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 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
- Growth rate risk: Returns depend on timing of Qualified Financing
Mitigation Factors:
- Guaranteed 30% to 40% 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
Earn 5% to 12% 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: 1.0.0
Issue Date: January 2026
Validity Period: 45 days from issue date
Last Updated At: January 2026
© 2026 OX Agry Private Limited. All rights reserved.