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CAPITAL RAISING • CONFIDENTIAL INSTITUTIONAL CAPITAL

Targeted Capital Raising via Strategic Private Placements

Structuring customized equity, preference, and debt placements with institutional investors and high-net-worth individuals.

Book Mandate Consultation Check Diagnostic & Tools

45 - 90 Days

Target Turnaround

HNIs, Family Offices, AIFs

Investor Focus

Companies Act Section 42

Compliance Standard

Equity / CCPS / NCDs

Deal Structure

STRATEGIC OVERVIEW

Promoter-First Advocacy in Private Placement Advisory

Private Placement is the preferred capital-raising pathway for growth-stage companies seeking equity or structured debt without undergoing the prolonged regulatory timelines and public scrutiny of an open market offering. Under Section 42 of the Companies Act, 2013 and Rule 14 of the PAS Rules, companies can issue securities to a curated group of up to 200 sophisticated investors per financial year. Glocal Consultants acts as the lead transaction architect, preparing institutional-grade investment memorandums, conducting valuation math, managing legal documentation, and negotiating favorable term sheets with strategic family offices, private equity syndicates, and Alternative Investment Funds (AIFs).

DELIVERABLES & SCOPE

What Glocal Delivers on Your Mandate

Capital Structuring & Instrument Selection

Designing the optimal mix of Equity Shares, Compulsorily Convertible Preference Shares (CCPS), or Non-Convertible Debentures (NCDs).

Statutory Valuation & Pricing

Procuring mandatory Registered Valuer and Merchant Banker valuation certificates under Companies Act and Income Tax Act (Section 56(2)(viib)).

Confidential Pitch Formulation

Crafting institutional Information Memorandums (Form PAS-4 compliant) and financial models for targeted investor presentations.

Curated Institutional Investor Sourcing

Presenting the opportunity to our proprietary network of marquee family offices, venture debt funds, and ultra-HNIs.

Shareholders' Agreement (SHA) Negotiation

Safeguarding founder control, board majorities, reserved matters, and anti-dilution protections.

ROC & Regulatory Filings

Managing Form MGT-14, PAS-4 offer letters, PAS-5 record keeping, and Form PAS-3 return of allotment.

REGULATORY BENCHMARKS

Statutory Eligibility & Criteria

Governed under Companies Act, 2013 (Section 42 & Section 62(1)(c)) & PAS Rules, 2014:

Statutory Metric	Regulatory Requirement
Investor Ceiling	Maximum 200 identified investors per security type in a financial year (excluding QIBs and ESOPs)
Shareholder Approval	Special Resolution passed by shareholders prior to issuing Private Placement Offer Letter
Bank Account Mandate	All subscription monies must be received through a separate dedicated bank account
Valuation Requirement	Valuation report by a SEBI Registered Valuer or Merchant Banker certifying fair value
Public Advertising	Strict prohibition on any public advertisement, media release, or marketing agency solicitation

EXECUTION WORKFLOW

5-Stage Milestone Roadmap

Objective & Deal Structuring

Determining capital requirement, instrument type (Equity/CCPS/NCD), and valuation boundaries.

Valuation & Board Approval

Obtaining Registered Valuer report, board approval, and convening EGM for special resolution.

Investor Engagement & Term Sheet

Sharing CIM with qualified investors under strict NDA and negotiating term sheet.

Offer Letter Issuance (PAS-4)

Issuing formal private placement offer letters to identified investors.

Subscription & ROC Filing

Receiving funds in dedicated escrow, passing allotment resolution, and filing Form PAS-3 with ROC within 15 days.

VALUE REALIZATION

Strategic Advantages for Issuers

✓Rapid Capital Mobilization Compared to Public Offerings (Typically 6 to 10 Weeks)

✓100% Confidentiality with Zero Public Disclosure of Financials or Commercial Strategy

✓Complete Freedom to Select Strategic Partners Who Bring Industry Knowledge & Networks

✓Flexible Instrument Structuring Tailored to Company's Cash Flow Realities

✓Zero Underwriting Fees and Minimal Statutory Intermediary Costs

✓Preservation of Promoter Voting Control and Management Autonomy

FREQUENTLY ASKED QUESTIONS

Mandate FAQs & Clarifications

Under Section 42 of the Companies Act, an offer can be made to a maximum of 200 persons in the aggregate in a financial year, excluding Qualified Institutional Buyers (QIBs) and employees under ESOP schemes.

Strategic Promoter Access

Schedule a Consultation for Private Placement Advisory

Schedule an exclusive, non-disclosure advisory session with our senior capital markets partners. We evaluate your listing feasibility, capital structure, and valuation multiples.

Confidential Advisory RequestAll discussions strictly covered under bilateral Non-Disclosure (NDA).

Partner Desk

Direct Partner Contacts

Direct Advisory Hotline

+91 96257 55789

Corporate Inquiries

info@glocalconsultants.com

Corporate Headquarters

Glocal Consultants Private Limited
C-1119, KLJ Noida One,
Sector 62, Noida - 201309

Hours: Mon – Fri: 9:30 AM – 6:30 PM IST
Advisory desks in Noida, Mumbai & Bangalore