A signed SHA. Six hours to a frozen account. Twelve months to a Series B pipeline.

Reposition the raise

Six months before the mandate, a large conglomerate's strategic arm had offered a low-single-digit-million-dollar valuation. The founder had declined it. By the start of the mandate there was no live process and the cash position was tighter than when the offer was made.

The company had not changed. Its audience and its evidence had to.

The audience. A strategic investor values a technology company against its own cost to replicate the technology. A family office that already operates the kind of assets the software manages values it against what the software does to those assets. The same product, presented to sector family offices, was understood in the first meeting rather than the fourth.

The evidence. The financial model was rebuilt from the order book upward. Every open opportunity in the CRM was reclassified by product line, complexity and installed capacity. Two years of purchase orders were used to derive the pricing that customers had actually paid, and the forward revenue line was built on that, not on list prices. The data room was assembled before the first meeting: every compliance gap listed, dated, and shown with remediation already under way; every figure in the deck traceable to the ledger.

The Series A was agreed at roughly six times the declined valuation, with a weaker cash position at signing than at the time of the first offer.

Close the round, and hold the line while it closes

The shareholders' agreement was executed. Between execution and the allotment of the CCPS sit the conditions precedent, the valuation report, board and shareholder approvals, and the investors' own drawdown mechanics. In this case, several weeks. The company's cash did not have several weeks.

The six hours. With the SHA signed and the allotment pending, the bank served notice that the operating account would be frozen at close of business for a GST arrear. The arrear was cleared within the day. The episode is recorded here not for drama but because it fixed the design of the bridge that followed: the round had to fund the company before it had technically closed.

The bridge was a convertible note, and it was lawful only because the company held DPIIT recognition. Under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014, an amount received from an individual is a deposit unless a listed exception applies. Clause (xvii) exists solely for recognised startups: a convertible note of not less than ₹25 lakh from a single person, received in one tranche, convertible into equity or repayable within ten years. Absent recognition, the identical instrument is an unlawful deposit from the day it is received. With it, individual investors in the round funded the company inside a week while the priced instrument was papered.

The priced round was then closed in full. Compulsorily convertible preference shares for the institutional and family office investors, with conversion, anti-dilution and liquidation preference drafted to Indian law rather than adapted from a Delaware precedent. SSHA and SHA settled with counsel. Every condition precedent tracked on one sheet with an owner and a date. Registered valuer's report. PAS-3, FC-GPR and the company secretary's certification filed in sequence so that the FEMA record was complete before any investor asked for it. All shares dematerialised under Rule 9B of the PAS Rules ahead of allotment, so the register lived in a depository rather than a ledger.

Institutionalise the function

With capital in the account, the work moved from preservation to construction.

Planning.An annual operating plan and departmental budgets for the first time in the company's history, monthly, with each function head accountable for their own lines. The numbers committed to investors for the fundraise year were delivered. The following year's AOP was built bottom-up from pipeline, headcount and the R&D roadmap, and approved by the board.

People. The finance team was restructured around measurable ownership: collections, payables ageing, month-close date, reconciliation status. Accountability extended outward. Business development owns the credit terms it signs. Operations owns project cost against budget. Both report into a monthly review.

Systems. Migration from Tally to Zoho, with CRM, inventory and project modules integrated. Project-level cost of goods sold and margin, live, for the first time. Purchase order, dispatch and invoice on one chain.

Compliance. TDS reconciled to Form 26AS across every deductor, to a nil difference. Twelve months of input credit reconciled to GSTR-2B. Board meetings, the annual general meeting and every MCA filing brought current. The statutory audit report for the year was unqualified. Recognition under Section 80-IAC was obtained from the Inter-Ministerial Board with full documentation of the innovation and eligibility conditions, securing the three-year tax holiday.

Reporting. Monthly investor reporting began the month after allotment and has not missed a cycle.

Leverage the balance sheet

The fund-based limit at the start of the mandate was a single-digit-lakh cash credit line. Sixteen months later the sanctioned fund-based facility stood in the mid-teens of crores, with a further ₹10 crore non-fund-based limit for bank guarantees and letters of credit, for a company with two years of operating history.

Each enhancement was a separate proposal, a separate CMA data pack, and a separate negotiation, and each carried the maximum guarantee cover available under CGTMSE so that promoter exposure remained at the statutory floor.

The banking architecture was redesigned.The primary banker could not discount letters of credit issued by certain public sector banks and had been slow to issue performance guarantees to overseas customers. It was retained on renegotiated terms while a second banker was onboarded for LC discounting and a cash-collateralised non-fund line. The two-bank structure anticipates the turnover threshold at which CGTMSE cover ceases and the facilities reprice against the promoter's balance sheet.

Working capital was corrected at both ends. Procurement moved from advance payment to 45-day credit with major suppliers. Business development moved customer terms from 45 to 60 day open credit to letters of credit at dispatch. The cash conversion cycle shortened from both directions without additional borrowing.

Extend the structure

A CFO who has not met the customer is a controller with a broader title. Trade events were attended. Customers, suppliers and competitors were met directly. The product was understood at the level of what it does inside a plant, not at the level of a revenue line.

That understanding was applied across the leadership team. With the CTO, the R&D roadmap was converted into a capital and operating budget, with the intangible capitalisation policy agreed with the auditor in advance rather than contested at year end. With HR, the manpower plan was tied to the AOP and the training budget to the product roadmap. With operations, project expense and resource allocation were brought under tracking so that margin is known before a project closes. A risk register was built covering warranty and guarantee exposure under customer contracts, cyber risk for software deployed in critical infrastructure, employee travel and welfare, fixed assets and inventory, with each risk insured or consciously retained on the founder's sign-off.

International expansion is under way, with subsidiaries in the Middle East and the United States. Each entity is being established with its record complete before its first invoice: ODI filings under the Foreign Exchange Management (Overseas Investment) Rules, 2022; board resolutions; overseas incorporation; corporate bank onboarding at tier-one institutions using the ODI documentation as the KYC foundation; host-jurisdiction employment compliance; and a transfer pricing policy settled before the first intercompany transaction. A tax residency certificate for the Indian parent supports treaty positions.

Series B preparationhas begun. The model was stress-tested from the investor's side of the table before any investor saw it: base-year integrity, R&D capitalisation, working capital assumptions and tax treatment were each challenged and corrected. Conversations are open with more than fifteen institutional venture funds at various stages.