01What We Do

Seven mandates across three capital practices.

Equity, structured credit and debt, with M&A advisory running across all three. Every mandate starts with the structure, not the product.

01.1The mandates

What we are engaged to do.

Open any mandate for the situations it serves and the work it involves.

01

IPO Advisory

DRHP readiness to anchor investor conversations. Equity & alternatives

When it applies

A company preparing to list, where governance, reporting and the capital structure need to be ready before bankers, auditors and anchor investors look closely.

What we do

  • Readiness review: governance, financial reporting, related-party matters and the cap table.
  • DRHP preparation support, alongside the book running lead managers, auditors and counsel.
  • Pre-IPO positioning and early conversations with prospective anchor investors.
  • A clear view of what has to be fixed, and in what order, before filing.

Terms: DRHP, anchor investors, cap table.

02

Pre-IPO & Private Placements

Right capital, right valuation, clean cap table. Equity & alternatives

When it applies

A growth company raising its last private round before listing, or a promoter group bringing in a financial or strategic investor.

What we do

  • Valuation framing that holds up in diligence, and again at listing.
  • Instrument choice: equity, CCDs or structured equity, matched to the timeline.
  • Outreach only to investors who fit, from a network of 45+.
  • Term sheet negotiation, and a cap table that will not need repairing later.

Terms: pre-IPO placement, CCD, cap table.

03

Stressed & Distressed Advisory

Early intervention before strategic options narrow. Debt & special situations

When it applies

A business that needs a turnaround: covenant pressure, a tightening liquidity position, a lender relationship under strain, or an asset that needs resolution capital.

What we do

  • An independent diagnosis of the balance sheet and the cash runway.
  • The options, set out plainly: refinance, restructure, recapitalise or sell.
  • A turnaround plan that lenders and investors can back.
  • Special situations capital, from investors who fund stress.

Terms: covenant, resolution. See also Special Situations.

04

Debt Restructuring

Balance sheet repair and covenant renegotiation. Debt & special situations

When it applies

Debt that no longer matches the cash flows that service it: maturities bunched too close, covenants set for a different business, a lender group that needs a credible plan, or loans that have moved to an asset reconstruction company.

What we do

  • A restructuring proposal lenders can approve: tenor, pricing, security and covenants.
  • Covenant resets and maturity extensions, negotiated before a breach becomes a default.
  • Refinancing with new lenders, onshore or offshore, where existing ones will not move.
  • Negotiation with ARCs that hold the debt: settlement, restructuring or a fresh capital plan.

Terms: ARC, covenant, ECB.

05

Slump Sale & Business Transfers

Structured carve-outs and business transfers. M&A advisory

When it applies

A business unit to be sold or separated as a going concern: a non-core division, a carve-out ahead of a fund raise, or a transfer within a group.

What we do

  • Defining the undertaking: the assets, liabilities, people and contracts that move.
  • Choosing the route, slump sale, itemised sale or scheme, with tax and legal advisers.
  • Valuation, and identifying the buyer or investor.
  • Documentation and closing conditions, through to completion.

Terms: slump sale.

06

Raising Funds: Debt & Equity

Growth capital and resolution-stage transactions. All three practices

When it applies

A business that needs capital in the form that fits it: equity for growth, debt where the cash flows support it, structured capital in between.

What we do

  • Growth equity from funds, family offices, private equity, VC and angel investors.
  • Onshore and offshore debt, including ECBs.
  • Mezzanine, holdco and asset-backed private credit.
  • Capital for resolution-stage and special situations transactions.

Terms: ECB, mezzanine, holdco financing, asset-backed private credit.

07

Alternative Instruments

Warrants, CCDs, OCDs and structured or hybrid securities. Equity & alternatives · Structured finance

When it applies

Where plain equity costs too much control and plain debt costs too much cash. A hybrid instrument closes the gap between what the company can give and what the investor needs.

What we do

  • Instrument design matched to cash flows, control and timeline.
  • Conversion terms, coupons and redemption that both sides can price.
  • Investor protections that do not become operating constraints.
  • Documentation and regulatory fit, with counsel.

Terms: warrant, CCD, OCD.

01.2How the capital is organised

Three practices, in the order a balance sheet keeps them.

Junior capital sits at the top of the stack, senior capital at the base. M&A advisory runs across all three: acquisitions, divestments and stake sales, through to close.

  1. 01

    Equity & Alternative Assets

    Growth and pre-IPO equity, warrants, CCDs and hybrid instruments.

  2. 02

    Structured Finance

    Mezzanine, holdco and asset-backed private credit.

  3. 03

    Debt Capital & Special Situations

    Onshore and offshore debt, ECBs, and capital for stressed or distressed assets and resolution.

Across all three

M&A Advisory

Acquisitions, divestments and stake sales, through to close.

Exhibit 1 The three capital practices, ordered by seniority, with M&A advisory across all three.

01.3Terms used

A short glossary.

The instruments and processes named on this page, defined plainly. Indian regulatory terms are given as they apply in India.

Anchor investors
Institutional investors allocated shares one working day before an IPO opens. Their participation sets the tone for the rest of the book.
ARC Asset reconstruction company
A company registered with the RBI that acquires stressed loans from banks and financial institutions, then recovers or restructures them.
Asset-backed private credit
Non-bank lending secured against specific assets or receivables, sized to their value and cash flows rather than to the borrower’s balance sheet alone.
Cap table
The record of who owns what: shares, options, convertibles and the rights attached to each.
CCD Compulsorily convertible debenture
A debenture that must convert into equity shares on terms fixed at issue. Treated as equity under India’s foreign investment rules.
Covenant
A condition in a loan agreement, financial or operational, whose breach can allow lenders to call a default.
DRHP Draft red herring prospectus
The offer document a company files with SEBI for review before an IPO.
ECB External commercial borrowing
Debt raised by an Indian company from recognised non-resident lenders, under the RBI’s ECB framework.
Holdco financing
Debt raised at the holding company and serviced by dividends and other cash from operating subsidiaries. It ranks behind the subsidiaries’ own lenders.
Mezzanine
Capital that ranks between senior debt and equity: usually subordinated debt or preferred capital with an equity-linked return.
OCD Optionally convertible debenture
A debenture the holder may convert into equity on agreed terms, or hold to redemption.
Pre-IPO placement
Shares placed privately with investors ahead of an IPO, and disclosed in the offer document.
Resolution
The process that settles creditors’ claims on a stressed asset and decides its future, through a lender-led plan or under the Insolvency and Bankruptcy Code.
Slump sale
The transfer of a business undertaking as a going concern for a lump-sum price, without values assigned to individual assets and liabilities.
Warrant
A right to subscribe for shares at a set price within a set period.

Most first conversations start with the situation, not the product.

If you are not sure which mandate fits, describe the situation. We will tell you early whether we are the right firm for it.

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