Structuring that begins with the number, not after it. We design investor entries and exits, instrument terms, swap ratios, and cross-border pricing — so the structure, the valuation, and the documentation tell one consistent story to investors, auditors, and regulators.
Most transaction structures fail quietly — a conversion route that triggers an unintended tax outcome, a swap ratio that cannot be reconciled to the valuation report, a preference stack where two investor classes are priced inconsistently. Because our structuring practice sits inside a valuation practice, every term we design is tested against the numbers it will eventually have to justify. We work alongside your tax counsel, lawyers, and merchant bankers — coordinating the Registered Valuer report, the CA certificate, and the merchant banker report so each deliverable supports the same transaction logic under the Companies Act, Income Tax Act, and FEMA.
Practice Areas
Each engagement combines instrument design, valuation, tax awareness, and documentation into a single coherent structure.
Primary rounds, secondary transfers, and investor exits — including conversion-then-transfer routes, staged transactions, and pricing across multiple preference share classes. We model the economics of each route before you commit to it, and prepare the valuation and certification deliverables each leg requires.
Terms for CCPS, CCDs, OCDs, and warrants — conversion ratios, liquidation preferences, anti-dilution mechanics, and dividend rights — designed with their valuation and accounting consequences in view, so the cap table remains coherent through future rounds and an eventual exit.
Share exchange ratio determination for schemes of amalgamation and merger under the Companies Act — fully reconciled, formula-driven workings supporting the ratio, with reports drafted to withstand NCLT, shareholder, and audit scrutiny.
Pricing-guideline-compliant structures for foreign investment, transfers between residents and non-residents, and repatriation — with DCF-based CA certification and valuation reports aligned to RBI and FEMA requirements.
ESOP pool design, grant pricing, vesting structures, and sweat equity — balancing employee economics, accounting charge under Ind AS, and tax outcomes for both the company and option holders.
Structuring and valuation support for buy-backs, capital reductions, and selective exits — sequencing, pricing, and the supporting reports and certifications each route demands.
Technical Depth
Multi-class capital structures cannot be priced with a single per-share number. We allocate value the way sophisticated investors expect it to be allocated.
Black-Scholes-based allocation of equity value across preference and equity classes, treating each class as a claim on the enterprise with its own breakpoints. The standard for pricing CCPS series with differing liquidation preferences and conversion terms.
Liquidation preference waterfalls and current value method (CVM) analysis across exit scenarios — showing each class of shareholder what they actually receive at different outcomes, before the term sheet is signed.
Implying enterprise value from the price of a recent financing round and allocating it consistently across the full preference stack — reconciling investor entry prices with fair values for the remaining classes.
Process
A defensible structure is built in sequence — economics first, paper last.
Understand the commercial objective, the parties, the existing cap table, and the constraints — tax residency, FEMA applicability, existing investor rights, and timing.
Build the alternatives — direct transfer vs. conversion-then-transfer, fresh issue vs. secondary, merger vs. slump sale — and quantify the valuation, tax, and compliance outcome of each.
Agree the route with your tax counsel and lawyers, fix the valuation dates, and define exactly which reports and certifications each leg of the transaction requires.
Issue the coordinated deliverables — Registered Valuer reports, CA certificates, merchant banker reports, board notes, and investor one-pagers — internally consistent and cross-checked to the last decimal.
Typical Mandates
Related Practices
The Registered Valuer and fair value reports that anchor every structure — under Companies Act, Income Tax, FEMA, IBC, and Ind AS.
Financial models, investment memos, and deal evaluation support when the structure becomes a live transaction.
Ongoing financial leadership to operate the structure after closing — MIS, investor reporting, and compliance discipline.
Talk to us before the term sheet is signed — the best structures are designed, not repaired.
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