FAQ

Tokenised ownership in content IP describes an investment process wherein a number of investors join together to invest in selected content IP project, so that all of them can benefit from a share of the income that the asset generates. Essentially, it is a process where the total funds for a project are fractionalised and then each fraction could be linked to a token - bringing the additional transparency and liquidity benefits of blockchain based tokens to a traditional fractional investment model.

FANDORA is one of its kind fractional investment and tokenisation platform for Content IP - wherein curated creators, across Content IP genres such as art, films, series, music, sports IP & others - can offer their projects to be ‘fractionally’ invested by eligible investors - and enjoy the returns from the said IP.

Nope, all the funds received from the subscribers are directly deposited with the designated LLP holding Company's Escrow bank account through payment gateway's route settlements.

Additionally, Limited Liability Partnership(LLP) is a legally registered entity that holds the asset's IP/Revenue rights ownership. The investors via the Fandora Platform become partners of that LLP. This gives you exclusive legal rights to asset ownership, and Fandora Platform has no claim on the project in later stages.

With its team having more than three decades of experience in content making and investments, Fandora leverages its wide network in the industry and reaches out to right opportunities which may offer a high growth potential for the investors.

With Fandora, you have a one-stop marketplace where you can diversify your portfolio from a wide range of Content IP investments across various genres - such as films, music, books, art, sports IP and others. Each project is carefully analysed on legal, technical and commercial dimensions.

Fandora is launched by a team, which has collective experience of more than 3 decades in the domain of Content making, investments and entrepreneurship.

It is lead by Satish Kataria (https://linkedin.com/in/katariasatish) - who has been a serial entrepreneur as well as have lead investment functions at three venture capital funds - including India’s first ever SEBI approved media investment fund.

He is ably supported by a team of strong co-founders across domains of content, technology and strategic business advisory.

Kindly refer to ‘About Us’ section for more details.

Here are some key differences:

1. Fandora is India’s first fractional investment and tokenisation platform for Content IP.

2. Fandora offers a wide range of Content IP investment opportunities across various genres - such as films, music, books, art, sports IP and others.

3. Fandora offers a one-stop marketplace where you can diversify your portfolio from a wide range of Content IP investments.

4. Fandora offers a unique opportunity to invest in high growth potential Content IP projects.

Following is the current structure:

1. All the investors become partners in a dedicated LLP for the project

2. This LLP becomes a stakeholder in the SPV - into which the project rights and IPs are held, as per discussions with the Project manager and Fandora

3. Fandora also offers tokens to the investors - which may be linked to their underlying shares in the LLP

4. All the LLP shareholders thus become entitled to all underlying rights and benefits of the Project, which are legally enforceable and executable.

The asset class of Fandora is a high-risk, high-reward asset class - and hence, we would only wish to reach out to you if you clearly understand the risks involved and are open to look at emerging alternative asset classes for diversifying your investment portfolio.

While India doesn’t have official definition of ‘Accredited Investor’ - we would prefer allowing access to select investors, who do have minimum net worth of INR 1 Crores or above.

We would strongly recommend you to please advise your financial advisor before committing any investments on Fandora. All the investment decisions will be at your discretion and Fandora, and its associates, would not be liable for any emerging losses. Kindly refer to Risks section for further details and feel free to contact us at reachus@fandora.app for any details or clarifications.

On Fandora, we list various content IP projects across multiple domains. These could be films, web series, music, sports IPs, books, art and anything else that has an underwriting intellectual property to it.

The projects could be at multiple stages of their production. There could be some projects which are at the ideation stage, whereas there could be some projects which have been completed and are now seeking funding for further marketing or release.

IP of these projects would be collectively owned by all the investors who decide to participate in it after investing through Fandora.

Your investments can be tracked through the Fandora app. In addition to that, we will also be sending you regular updates on all the developments that the projects are undergoing.

Yes. Subject to your risk appetite and your interests in the areas of various kinds of content IP, you can invest in multiple projects and build a healthy portfolio on Fandora.

Your ownership structure in the assets is designed in a way that the ownership is not dependent on Fandora. You will be partners in the LLP that owns the proposed revenue/IP shares. This ensures that the compliances pertaining to your investment in the SPV are filed/made from time to time with the necessary government authorities. The IP/Revenue rights ownership documents executed and registered in favour of the said SPV shall be stored as a public document in government databases and records. Your investment remains absolutely secure on the blockchain security layer regardless of what happens to Fandora.

Furthermore, all the listed projects on Fandora have through a detailed level of due diligence and all the relevant documents are there on the app for you to inspect and check

However, having said that, Content IP investments are high risk, high return investments. We would, therefore, strongly recommend you to please take advice from your financial manager and exercise your discretion before making any investment or commitment on Fandora.

As emphasised previously, Content IP investments are a high risk alternative asset class - and some investments may even lead to complete erosion of the invested capital. Kindly exercise your discretion before any commitments.

With Fandora, you are investing in Content IP which itself is a very exciting and high return oriented investment asset class. In addition to that, even within Fandora, you can invest across multiple genres of content IP, which could be books, films, web series, etc. Hence, Fandora offers an interesting platform for you to diversify and amplify your financial investments.

Our benchmark rate of returns on a project is around 20-25%. However, each project comes with its own risk profile and you will be able to find more details on the same on every project listing.

Fandora charges the following fees:

1. Fund listing fees - which would vary from project to project and covers the incidental costs such as legal and due diligence fees;

2. Fund raising fees of 3-5% - which are charged from the project manager post the fund raising;

3. Carried Interest of 20% - this is the share of profits, after the principal amount and certain pre-defined hurdle rate of 10% on returns, have been returned back to the investors.

The above fees are indicative in nature and may vary from time to time

The investment horizon is the expected time period in which the investor can expect to exit. It is wise to consider the investment horizon from 3 to 5 years. However, the returns can start coming in from as soon as 6 months post the project is completed. Fandora platform allows investors to exit their investment even before the asset is sold through an open trade mechanism. Anyone can buy the investor’s holding in asset through our secondary marketplace (Coming soon).

Some of the key diligence checks that are undertaken before a project is greenlit includes:

1. Credentials of project manager - including his past projects, his network, ability to deliver on the project

2. IP Ownership - which could include checking whether the script is officially registered in his name, ownership agreements

3. Team Agreements - which could be with participating actors, technical crew, potential distributors, IP buyers etc

4. Cost management during making of the project

5. Financial analysis and project viability

6. Potential returns calculation and sensitivity analysis

7. Transfer of IP to the Project LLP for Fandora

8. Other checks, as may be required

In a primary investment offering, a Content IP project is freshly offered for subscription through Fandora. This involves creation of a Special Purpose Vehicle (SPV) in which investors purchase fractional ownership.

In a secondary investment offering, investors are purchasing fractional ownership from existing investors of the asset who intend to make an exit. Fandora plays the role of a facilitator in a secondary offering through secondary marketplace (Coming soon).

An Expression of Interest (EOI) token amount, through which investors confirm their interest in the primary offering - which could be upto 20% of the proposed investment portion.

Please refer the Return & Refund Policy to understand the mechanism governing the EOI deposit.

A project is deemed to be fully subscribed when all the investors participating in it have paid their Expression of Interest token amounts.

Post the subscription is closed, Fandora would be sending the drawdown requests for remaining committed amounts and these would have to be paid within 7 working days. If an investor fails to pay the remaining amount - the EOI Token amount would be blocked and the opportunity to invest would be passed onto waiting list of the investors.

If a project fails to meet upto 75% funding criterion, the EOI Token Amounts will be returned to all the investors without any deductions

You need to e-sign your part of the entity incorporation documents provided on the platform. Our investor onboarding team will guide you through the process.

An investor gets ownership in proportion to the total investment made in the SPV, which acquires and holds the asset in the form of shares in a Limited Liability Partnership (LLP).

When a pre-order is oversubscribed, Fandora - in general, will allocate investments based on a first-come, first-served basis. From time to time, we may offer investment on a scale-back basis, in which case your commitment may be reduced on a pro-rata basis. Please check the pre-order’s oversubscription policy for more details.

Your investment is complete when:

1. Complete subscription funds are received.

2.Your signatures on various post investment agreements - including shareholding agreement in the project LLP is received

3. Corresponding tokens are issued and uploaded in your wallet.

4. The status would be uploaded on the app under your portfolio

5. You would be receiving the share copies in designated demat account

6. The platform would start releasing the Funds to the project in performance based benchmark basis

As soon and whenever the project starts to monetise the underlying IP - and the revenues come in the project escrow account - your returns would be calculated pro-rata to your share of investments and deposited to your accounts. A detailed funds flow statement will be issued to you.

These returns are treated as dividends on your LLP shares in the project entity.

Here is how Fandora keeps you posted on your project’s progress:

1. Updates on your portfolio page in the app;

2. Regular emails and newsletters to you;

3. Ability to call us or email for any queries

Yes, as a co-owner, with voting rights, you have an absolute right to choose property management to assign within the co-owners or request to get the property management service from the Fandora platform.

Currently, all the existing projects would have a minimum holding period - within which investors will not be able to exit.

Post the expiry of the same - Fandora would be launching its secondary marketplace - where you would be able to list your tokens. We would also be working with other partnerships and exchanges, wherein these tokens could be listed and staked, as per regulatory permissions.

Once shares are listed on the marketplace, you can cancel the listing till there are no purchases initiated against that listing. Once we receive a purchase request from any interested buyer, you cannot cancel the sale listing. If, for some reason, the purchase transaction does not go through (for example - the buyer's payment has failed), shares will be automatically and instantaneously listed back on the marketplace.

It may or may not be; it depends on the purchase transaction initiated by the buyer. It is possible that a buyer may buy partial shares from a listing. So if you have listed, say, 100 shares, it's possible that only 40 shares are sold. The balance of 60 will automatically be listed back on the marketplace for another round of purchases. Your dashboard (My Investments) page will be updated to reflect the actual number of shares sold.

You, as a seller, will decide your selling price/share based on your expected returns, holding period, and market growth.

We have waived our transaction fees for all sale transactions executed on the marketplace. When a transaction fee is added in the future, it will be listed on our website.

If more than one seller sells shares at the same price point in the same property, then the shares listed first will be given preference.

Yes, you must sign a Share Transfer form (sent via email) to complete the share transfer to the buyer.

Currently, the broad model that we are following, as suggested by our legal counsels, is:

1. A LLP entity, wherein all investors would be partners;

2. A SPV entity - which would have the above entity, the project and Fandora as key members;

3. Parallel issuance of tokens of nominal value - with each token representatively linked to a LLP share and registered on blockchain ledger.

Fandora will provide asset management services to the LLP and undertake accounting, secretarial, reporting, leasing, maintenance and other operational aspects under the asset management services contract with the SPV.

A Special Purpose Vehicle is an entity incorporated/created under the law, being a Partnership firm, LLP etc., for a specific lawful purpose.

Any investment opportunity listed on the Fandora platform will be owned by an SPV being a limited liability parternship (LLP) set up for this specific purpose.

Content

While Fandora takes care of all project diligence and compliance requirements - we are open if you’d like to consult with your legal and/or financial consultants before committing.

To begin with, you will be required to sign an Expression of Interest to confirm your commitment and remit 5 to 10% of your investment amount through payment gateway. Later Drawdown Notice will be sent to you once the opportunity has 100% commitment from all interested investors, post which you may remit the remaining funds towards your investment. This is followed by the LLP Subscription Agreement (SSA) with the LLP. The LLP also executes the Asset Management Agreement with Fandora for which you will be executing a consent letter

At the time of resale/liquidation of your holding in the LLP, you will be required to execute securities transfer documentation which include a request letter for transfer of securities, a deed of adherence to the SSA, and securities transfer forms.

All these documents shall be executed through e-signing process complete with an audit trail and no physical copies will have to be signed. This makes your investment process completely digital, fast, transparent, and very convenient.

The above documents may change subject to changing regulatory requirements and we would keep you updated on the processes to be followed.

Fandora has an experienced team that performs thorough technical and legal due diligence before listing any property on our platform. We engage reputed Tier-I law firms to conduct due diligence on the property title.

Yes. The investors can view all the asset-related documents including the Lease/Rental/Tenancy Agreement/ Deed or Leave & License Agreement uploaded on the investor’s respective dashboards.

When you purchase tokens in a Fandora platform, you are directly buying a membership interest in the individual LLP that owns that project.

For example, if you purchase 1% of the tokens in a film, you would then be entitled to 1% of the economic interests of the asset over time, which may include income from theatrical release or sale of music rights.

All ownership documentation is publicly available online by going to the property asset link on XDC Network

You can also find these documents in the Assets Overview section of your Fandora App dashboard.

We at the Fandora platform believe that Content IP can benefit from tokenization for the following reasons:

1. Creates the opportunity for a marketplace to buy, sell, or trade fractions of Content IP Rights and revenues;

2. Frees the creator from need to short-sell his IP to limited buyers/funders - and have direct control over IP distribution and monetisation.

3. Opens up USD 300 Billion Opportunity for eligible investors

4. Reduces/Eliminates intermediaries.

5. Increases liquidity of traditionally illiquid assets

6. Increases access to fractional ownership.

7. Decentralization creates trust and security.

8. Allows Content IP transactions to truly become peer-to-peer.

9. Allows investors to diversify their risk.

The security of our platform and privacy of all your data is our utmost priority. Fandora's platform is built keeping the best-in-class security and privacy features in mind using on-chain XDC Network.

All your data is hosted on secure cloud networks and all sensitive client data is encrypted and stored with 256 bit SHA encryption.

Fandora will never share your data with any third party. For more details, please refer to our privacy policy.

Once you invest in a Fandora property, unlike REITs, our real estate investment vehicles are private investments not tied to the stock market. This means that, for example, residential properties have no correlation to activity on the market (making them a great way to diversify your investment portfolio across different asset types).

We are required by law and/or industry regulation to collect your name, address, date of birth to create your account.

All personal data is secured with SSL on our website and stored in encrypted, non-public storage on AWS.

A blockchain is a distributed ledger that records transactions in an immutable way. Because transaction history is constantly and simultaneously verified by users all over the globe - the risk for fraud is greatly reduced.

It is estimated that by year 2030 - blockchain powered transactions of ‘Real World Assets’ would cross USD 16 Trillion in volume - and that shows the promise and the impact that blockchain is having on various alternative assets such as real estate, Content IP etc.

Tokens are digital assets created on a blockchain. Each blockchain has a native coin, for instance, Bitcoin for the Bitcoin blockchain and Ether for the Ethereum blockchain. Assets built on existing blockchains are referred to as tokens. In Fandora's use-case, the tokens will represent Content IP projects and this ownership will be recorded on top of the Ethereum blockchain. All transactions of these tokens will also be recorded in this immutable way.

In short: better provenance, security, and accessibility. Ownership is secured on the blockchain, an immutable ledger that records all transactions. It makes our platform accessible to a wider audience and able to integrate with other platforms in DeFi. As titles and government services digitize, Fandora will be ready to integrate with them.

In future: blockchain will provide the ability to collateralize your asset much more smoothly in various DeFi platforms, giving a hard asset to borrow against instead of the current more volatile standard of borrowing with cryptocurrency as collateral.

In our case, the tokens are being independently issues and only carry a representative link to the LLP shares that investors own. Hence, they would NOT classify as Securities - and the core security you as investors would be entitled to, would be the LLP shares that you would be obtaining.

Each asset has a different number of tokens issued, determined by Fandora and the asset’s Sponsor/seller. Each project will also have a different token mining method that will determine the terms of the investment opportunity.

An ERC-20 standard contract on Ethereum. It is upgradable and we will continue to add audited custom features to better serve our users.

Here’s what holding Fandora Project tokens entitles the holders to:

1. Voting rights and governance rights on the project (these would be listed under specific project details);

2. Special perks - such as token gated access to film’s stars;

3. Right to underlying Revenue/IP share (as accorded under the LLP Shares in the project entity and linked to the token)

Currently - the platform is offering fractional investments in the Content IP domain, and ‘tokens’ are just a representation of the same in order to record the share transaction on blockchain ledger. Hence, we cannot accept any crypto payments towards these fractional components and can only accept Indian fiat currency.

No. If Fandora went out of business, each project LLP would remain as a separate legal entity for the same - holding, tax, accounting, liability, and member ownership purposes. Regardless of what happens to Fandora., the assets and the Fandora asset fractional shares of an LLP would remain independent and intact.

he Fandora fractional shares would still represent and evidence ownership of the asset contained in the LLP and, as such, could be transferred in the market, as needed, so long as applicable securities transfer rules are complied with.

Not at this moment; we do not have a clawback feature to claw back your tokens from your Metamask wallet. Rather, we request to send back tokens to the designated LLP's Metamask address when you've sold them to someone.

We use a 3rd party provider called Hyperverge to perform Identity Verification.

For international investors, if you have a passport, please use it for your KYC process instead of a Driver’s License or local ID. This is because not all IDs share the same format. Some country’s Driver’s Licenses don’t have expiration dates, which will confuse the automated software.

Whereas most Passport formats are standardized even if they're from different countries. In order to comply with India's regulators , we have to reject all IDs that are not clear or in good quality where information cannot easily be verified by a human.

If your account creation was rejected multiple times please try to take higher quality photos or use your Passport instead.

If you still cannot pass ID Verification, please reach out to hello@ryzer.app and we will look into it right away.

Every investment opportunity goes through several checks, both internal and external. Internally, the opportunity is validated by Asset Management team, and externally, we use reputed third parties – legal firms, Property Consultants, and Technical Consultants to conduct and deliver Title, Property Valuation and Technical Feasibility reports. The structure of the investment is curated depending on size and duration to make the returns more tax effective for the investors.

Yes. The SPV deducts a 10% TDS before remitting returns to Resident Indians and 20.8% for NRI Investors monthly. Resident Indians can submit Form 15G/15H and NRI’s* can submit TRC for reduced TDS.

*NRIs can explore benefits under Double Taxation Avoidance Agreement (“DTAA”) entered with the respective country, subject to the availability of a Tax residency Certificate (“TRC”).

Taxation occurs at 2 stages: On monthly returns: This would be classified under “Interest on Capital” in an LLP structure and tax would be deducted @ 10% u/s 194A of the Income Tax Act. The taxability of this income depends on the investor’s tax slab rate.

On selling the asset: The tax treatment in any capital asset would largely depend on the timing of the sale and endeavor will be to provide tax effective returns to the investors, within the regulatory framework. The SPV pays the tax payable on Capital gains at an entity level and post-tax returns are distributed to the investors. Profit share from an LLP is exempt u/s 10(2A) of the Income Tax Act, hence this distribution is tax exempt. However, this tax exempt income needs to be disclosed in the ITR.

There is TDS at the point of earning (accrual) of the income or payment, whichever is earlier. There would not be any further TDS on overseas repatriation. For further clarity on overseas repatriation, you may consult with your bankers and chartered accountant / tax advisor.

Taxation would be at the time of sale of shares by the recipient in the family. Indexation would be applied on the cost to the original owner. This however should not be construed as a tax advise.

You may consult with your lawyer for the inheritance and with your Chartered Accountant / Tax advisor for the taxation part. The platform would provide all the available support to make this documentation seamless.

A partner earning Income / profit in a Limited Liability Partnership (LLP) SPV (classified as Profits and Gains from Business / Profession) would need to file ITR-3.

For an Investor in a Private Limited SPV, the income is in the nature of interest or dividend (classified under Income from Other Sources), ITR – 1 or 2 as applicable. Our aim is to make this filing as smooth as possible for the investor and our platform shall provide the reports required which can ease out reporting in the required section of the ITR.

No. Such transactions do not fall under transfer of Immovable property u/s 194 Income Tax Act. This would be transfer of partnership Interest in a Limited Liability Partnership(LLP) or transfer of shares + transfer of listed debentures in a Private Limited. You may consult with your Chartered Accountant / tax advisor for detailed tax implications.

The typical deductions are tax deduction at source, property management fee and property tax.

Distributions are taxable directly in the hands of the investor as per his/her tax bracket. If you are a Resident Indian, TDS would be deducted on distributed amount at 10% and for Non-resident Individuals (“NRI”) it will be deducted at 30% or as per applicable rates in DTAA subject to availability of valid TRC and income tax provisions.

Rents : Rents received from the property are distributed as interest on debentures which are taxable directly in the hands of the investors (post applicable withholding tax which can be claimed by the investor at the end of the year).

Capital Gains :The profit on sale of commercial property is considered as capital gains. The profit shall be considered long-term gain, if the property was held for more than 24 months and will be taxed at 20%, irrespective of the quantum of gains. The benefit of indexation can be explored in case of long term capital gains. However, if the property were to be sold before 24 months have passed, the same becomes taxable as short-term capital gains and is taxed as normal income. Please consult your financial advisor for more details as income tax provisions are subject to change from time to time.

Yes, the TDS on your distributions is paid and deposited against your PAN and can be claimed back at the end of the year.

A TRC is a Tax Residency Certificate provided by the country where you are currently residing. India has a Double Tax Avoidance Agreement (DTAA) with almost all major countries that reduce TDS to lower thresholds of 10-15% (depending on the provisions of the DTAA). However, the benefit of the reduced tax rate is only available to users who are able to produce a TRC. Please speak to your tax advisor on how you can procure a TRC for your country of residence.

Yes, NRI’s certainly can. The products listed are more suitable for NRI’s as they do not generally have the bandwidth to physically visit the properties before investing, complete the legal formalities and managing their investment.

Money can only be transferred from an INR denominated account in India.

Even if an NRI’s income in India does not exceed the basic exemption limit, taxes may be withheld as per income tax provisions. Such an NRI can claim refund of taxes withheld by filing a tax return in India.

Under Indian Income-tax law, a Non-resident Individual (NRI) is required to pay tax on any Indian sourced or received income in NRO account that exceeds the basic exemption limit, as per applicable slab rates.

NRIs can benefit from Double Taxation Avoidance Agreement (DTAA) entered with their respective country, subject to availability of Tax Residency Certificate (TRC). Please consult your financial advisor for more details as income tax provisions and tax treaties are subject to change from time to time.

*TDS will not be dedcuted subject to submission of forms 15G and 15H by specific persons.

Yes, from either an NRO account or an NRE account.

At the time of redemption or a monthly pay out, an NRO account is preferred vis-à-vis an NRE due to additional compliance obligations from RBI for the investor. In case remittance is required in the NRE account, the investor is advised to first seek a confirmation from their bankers and tax advisors for the required documentation. Pay outs will be made into the verified accounts provided by the investors on the platform.

Taxation occurs at 2 stages: On monthly returns: This would be classified under “Interest on Capital” in an LLP structure or “Interest on Debentures” in a Private Limited structure and tax would be deducted @ 10% u/s 194A of the Income Tax Act, similar to interest earned on a bank deposit. The taxability of this income depends on the investor’s tax slab rate. On selling the asset: The tax treatment in any capital asset would largely depend on the timing of the sale and endeavour will be to provide tax effective returns to the investors, within the regulatory framework. The SPV pays the tax payable on Capital gains at an entity level and post-tax returns are distributed to the investors. Profit share from an LLP is exempt u/s 10(2A) of the Income Tax Act, hence this distribution is tax exempt. However, this tax exempt income needs to be disclosed in the ITR.

TDS is applicable on all payments made to you. You may consult with your Chartered Accountant / Tax Consultant for the same.

Fandora can guide you to the extent possible pertaining to the investment. This should however not be construed as a legal advice. You may consult with your Chartered Accountant / Tax Consultant for the same. Our aim is to make ITR filing as smooth as possible for the investor and our platform shall provide the reports required which can ease out reporting in the required section of the ITR.

The blockchain technology allows 100% transparency of every transaction that happens on the platform. However, every user on the platform will have an encoded public address, which is 40–42 characters long. This protects the original identity of every individual while allowing for complete transparency and compliance.

Fandora would essentially charge an upfront listing fees (to cover up for the legal and diligence process fees) and fund raising fees. All these fees would be discussed and clarified beforehand.

Fandora would take care of basic compliance requirements of the asset. Furthermore, it will also track the progress of each project and keep the investors updated.

Every project that is listed on the platform first completes a due diligence process and verification on the platform. Both the asset owner and the asset are vetted on the platform. Following which relevant custody of documents and contracts are executed between the asset owner and the platform. Once successful with all these processes, the asset is tokenized and listed on the platform and all the information and documents are made to the investors of the platform.

Irrespective of the due diligence done on the platform, every investment carries risk and hence, every asset owner is abide by the process of Fandora Platform's Due diligence if they wish to sell their asset in no time by cutting off additional costs.