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Capital Structuring

Designing an Optimal Capital Structure for Growth & Compliance

Capital structuring involves designing the right mix of equity, quasi-equity, and debt instruments to fund growth while balancing dilution, control, regulatory compliance, and tax efficiency.

We help companies design and restructure their capital ahead of fundraising, IPOs, or group reorganisations, ensuring the structure is compliant under the Companies Act and, where relevant, FEMA.

Our Capital Structuring Services

Debt-Equity Mix Optimisation

Advising on an optimal balance between debt and equity financing.

Pre-IPO Capital Restructuring

Restructuring capital ahead of a planned IPO or listing.

Instrument Structuring (CCPS, CCDs, NCDs)

Structuring convertible and non-convertible instruments for fundraising.

FEMA-Compliant Structuring for Foreign Investment

Ensuring capital structuring complies with FEMA requirements for foreign investment.

Share Capital Reorganisation

Advising on reorganisation of share capital, including consolidation and sub-division.

Holding Structure & Group Restructuring Advisory

Advising on holding company and group-level restructuring.

Why Capital Structuring Matters

  • Balances growth funding needs against dilution and control considerations
  • Prepares a clean capital structure ahead of fundraising or an IPO
  • Ensures FEMA and Companies Act compliance for foreign investment
  • Reduces future restructuring costs and complexity
  • Improves attractiveness to institutional investors
  • Supports a tax-efficient group structure

Frequently Asked Questions

What factors determine an optimal capital structure?
Key factors include the cost of capital, growth funding needs, promoter control preferences, regulatory constraints, tax implications, and the risk tolerance of the business.
Why is capital restructuring often required before an IPO?
Pre-IPO restructuring is often needed to simplify the shareholding structure, convert instruments like CCPS or CCDs into equity, and present a clean capital table to prospective investors.
What are CCPS and CCDs and how are they used in capital structuring?
Compulsorily Convertible Preference Shares (CCPS) and Compulsorily Convertible Debentures (CCDs) are hybrid instruments that convert into equity on specified terms, commonly used by investors to structure funding rounds with defined conversion rights.
How does FEMA affect capital structuring for foreign investment?
FEMA governs pricing, sectoral caps, and reporting requirements for foreign investment into Indian companies, and capital instruments must be structured to comply with these regulations.
Can capital structure be changed after a company is listed?
Yes, listed companies can restructure capital through routes such as rights issues, preferential allotments, or buybacks, subject to SEBI and Companies Act compliance.

Talk to Our Capital Structuring Team

From assessment to execution, we help you navigate capital structuring with clarity and compliance.

Talk to an Expert