More than one live conversation
A single interested party sets the price. Several set a market. The process is designed to keep alternatives credible for as long as possible.
Advisory & Transactions
Lead Advisory Services
End-to-end mandate management for company sales, acquisitions and growth capital raises, from information memorandum and counterparty outreach through term sheet negotiation to allotment and closing filings.
Selling a company or raising a round is a process problem before it is a price problem. The company that runs a disciplined process, with prepared information and more than one interested party, gets a different outcome from the one that responds to a single unsolicited approach.
Overview
Founders usually reach this point one of two ways. Either an approach has arrived, unsolicited and flattering, and you have no way of knowing whether the number is good. Or you have decided to sell or to raise, and you are looking at a process that will run for months alongside a business that still has to be operated.
Lead advisory is the mandate that runs that process for you. We prepare the company so that it can be examined without embarrassment, take it to a list of counterparties you have approved, keep more than one of them engaged for as long as possible, and negotiate terms that are read in full rather than skimmed. The commercial terms matter, but so does the structure underneath: the class of instrument, the consent matrix, the exit rights, and the tax position of every shareholder on the cap table when the money moves.
Scope of engagement
- Readiness review before going to market: cap table reconstruction against Form PAS-3 and the register of members, ESOP pool and outstanding grants under Section 62(1)(b), related party transactions under Section 188, statutory dues, pending litigation and any charge still open on MCA21.
- A no-name teaser and a full information memorandum, with the financial section reconciled to filed returns so that diligence does not contradict the marketing document.
- An integrated three-statement financial model with a driver-based operating build, scenario switches and a sensitivity table on the variables that actually move value.
- Offer evaluation: comparison of non-binding indications on price, structure, certainty of funds, conditionality and timetable, not on headline value alone.
- Term sheet negotiation: valuation basis and pre-money versus post-money, liquidation preference, anti-dilution mechanics including the difference between full ratchet and broad-based weighted average, tag and drag rights, right of first refusal, affirmative vote matters and board composition.
- Instrument structuring: equity, compulsorily convertible preference shares or compulsorily convertible debentures, with the conversion mechanics and the classification consequences under Ind AS 32 considered before the term sheet is signed.
- Regulatory path: private placement under Section 42 with Form PAS-4 and the return of allotment in Form PAS-3, preferential allotment under Section 62(1)(c), and for non-resident investment, the entry route and sectoral cap under the FEMA Non-Debt Instruments Rules, the pricing floor, Form FC-GPR within thirty days of allotment and Form FC-TRS within sixty days of a transfer.
- Closing management: conditions precedent tracker, signing and completion sequencing, funds flow statement and the post-closing filing calendar.
Deliverables
- A readiness memorandum listing every item that will slow or reprice the transaction, with an owner and a date against each.
- A no-name teaser suitable for first contact, and a full information memorandum released only after a non-disclosure agreement.
- The financial model as a working spreadsheet, with assumptions on a single visible sheet.
- A data room index and a populated data room, structured the way diligence teams read rather than the way files happen to be stored.
- An offer comparison note setting the indications side by side on price, structure, conditionality and closing certainty.
- Term sheet mark-ups with a written explanation of what each clause does in practice, including at exit.
- A conditions precedent tracker, a funds flow statement, and a closing filing calendar covering PAS-3, FC-GPR or FC-TRS, charge filings and register updates.
Process
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Mandate and readiness
Objectives, timetable, fee structure, carve-outs and tail period agreed in the engagement letter. Readiness review runs in parallel so that the problems are known before anyone outside sees the company.
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Preparation
Model, teaser, information memorandum and data room built. The financial section is reconciled to filed returns at this stage, because a buyer will do it later and the difference will be attributed to you.
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Outreach
Approved counterparties approached on a no-name basis, non-disclosure agreements executed, information memorandum released and management meetings arranged. Responses logged whether positive or not.
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Offers and negotiation
Indicative offers compared, competitive tension held for as long as it can honestly be held, term sheet negotiated clause by clause, exclusivity granted only against a defined timetable.
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Diligence support
Counterparty diligence coordinated, information requests answered from a single controlled log, and findings addressed before they become price adjustments.
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Closing
Conditions precedent cleared, definitive documents finalised alongside your counsel, funds flow agreed, allotment or transfer completed and the statutory filings made within their windows.
Benefits
Numbers that survive diligence
The information memorandum is reconciled to filed returns before it goes out, so diligence confirms the story instead of unpicking it.
Structure read, not skimmed
Liquidation preference and anti-dilution decide who gets what at exit. Those clauses are explained in cash terms before you sign, not after.
Industries served
The buyer universe differs sharply by sector and the process is built around it. Manufacturing mandates turn on asset base, capacity utilisation, site consents and customer concentration, and the natural acquirers are usually strategic. Technology and software mandates turn on recurring revenue quality, net retention, contract assignability on change of control and the ESOP overhang. Healthcare mandates turn on licensing, clinician contracts and payer mix. Retail and e-commerce mandates turn on unit economics after returns and marketplace fees.
Typical timeline
- Mandate signed and readiness review: 2-3 weeks
- Model, information memorandum and data room prepared: 3-4 weeks
- Outreach and first meetings: 4-6 weeks
- Indicative offers and term sheet negotiation: 2-4 weeks
- Counterparty diligence and definitive documents: 6-10 weeks
- Closing, allotment or transfer, and statutory filings: 1-2 weeks
Twelve to twenty-eight weeks end to end. Audited accounts already in place and a reconciled cap table save more time than any other single factor.
Engagement model
Mandates are contracted with a staged retainer against defined deliverables and a success fee on completion, with the transaction value definition, the exclusivity period, the carve-out list and the tail period all written into the engagement letter before work starts. The retainer is normally credited against the success fee.
Delivery is virtual. You get a named lead, a weekly written status listing every counterparty and its stage, and a scheduled call at each decision point. Confidential material moves through a controlled data room with access logging, never as email attachments.
What is not included
These fall outside a lead advisory mandate unless separately scoped and agreed in writing.
- Any guarantee of a transaction, of a valuation level, or of a minimum number of interested parties.
- Underwriting, placement or distribution of securities, management of a public issue, and any activity reserved to a registered merchant banker.
- Any offer or invitation to the public, and any deposit-taking arrangement falling within Section 73 of the Companies Act 2013.
- Legal drafting. The share purchase agreement, shareholders’ agreement, share subscription agreement and disclosure letter are prepared by your counsel; we mark up the commercial and financial terms.
- The valuation report required for a preferential allotment, for FEMA pricing compliance or for a Section 56(2)(x) position. That is a separate engagement.
- Financial and tax due diligence on a target, whether for you or for a counterparty. Buy-side diligence is contracted separately.
Projections in the information memorandum are management’s, prepared with our support and marked as such. We do not certify them.
If an approach has already arrived, the useful conversation is about what the offer is worth and what a competitive process would change. Bring the term sheet.
Frequently asked questions
No, and any adviser who does is selling you something else. Market appetite depends on sector, growth, margin and the year you are in, none of which we control. What we commit to is the process: a defined outreach list agreed with you, documented approaches, recorded responses, and an honest read on where the market is pricing you. If interest is thin, you will hear it early rather than after six months.
Two components. A retainer covering preparation and process management, which is invoiced in stages against defined deliverables, and a success fee payable on completion, set as a percentage of transaction value with the value definition written into the engagement letter. The retainer is normally credited against the success fee. Both are agreed before the mandate starts and neither varies with the outcome we recommend.
We build it, from your historical trial balances and your operating assumptions. The assumptions remain yours, and the model is delivered to you as a working file rather than a locked PDF, so your finance team can test the sensitivities during negotiation. Where you already have a model, we review and rebuild only the parts that will not withstand investor questioning.
Only with your written approval, name by name. The outreach list is agreed with you before any approach is made, and sensitive names can be marked no-contact or reserved for a later stage. Early approaches are made on a no-name teaser basis, and the company is identified only after a non-disclosure agreement is in place.
No. Growth capital work is limited to private placement under Section 42 and preferential allotment under Section 62(1)(c), addressed to identified investors. Any invitation to the public is a public issue and any deposit-taking from the public falls under Section 73 of the Companies Act 2013. Work requiring a registered signatory is performed and signed by a professional holding the relevant registration.
That is addressed by the tail and carve-out clauses in the engagement letter, which we agree at the outset rather than argue about later. Parties you were already in discussion with can be carved out by name on day one. Parties introduced through the process remain covered for the tail period stated in the letter, whether the approach came through us or was renewed directly.
For a private round with a clean cap table, expect twelve to twenty weeks from kick-off to funds received. Preparation takes four to six, outreach and first meetings another four to six, term sheet negotiation two to four, and investor diligence through to allotment and FC-GPR filing a further four to eight. Unaudited accounts, an unresolved cap table or pending litigation extend every stage.
Related services
Transaction Advisory Services
Financial, tax and regulatory due diligence on either side of a deal, with structuring analysis and completion accounts support.
Business Valuation Services
Valuation for negotiation and for statutory purposes, prepared under the ICAI Valuation Standards using DCF and market approaches.
Project Research & Feasibility Studies
Where the capital being raised funds a new plant, line or market, the demand case and project economics behind the ask.