PRIVATE PLACEMENT FOR NON-CONVERTIBLE DEBENTURES (NCDs)

Non-Convertible Debentures are fixed-income instruments issued by companies to raise medium- to long-term funds from a defined group of investors. These instruments offer investors predictable returns through periodic interest payments and a clearly defined redemption profile, while allowing issuers to access capital without dilution of ownership or management control.

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Private placement of NCDs enables companies to mobilise funds through a focused and pre-identified investor network, such as institutional investors, family offices, high-net-worth individuals, and strategic lenders. Unlike broad-based fundraising routes, private placement allows issuers to engage directly with investors who have a clear understanding of credit risk, cash flow structures, and long-term business fundamentals.

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An important feature of such issuances is that the NCDs are duly recorded and complied with at the Registrar level, which enhances the authenticity, transparency, and overall credibility of the instrument. This structured record-keeping provides investors with additional comfort regarding the genuineness of the issuance and the issuer’s governance standards.

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From the issuer’s perspective, NCDs provide a flexible and efficient funding option. The structure can be customised in terms of tenure, coupon, security cover, repayment schedule, and cash flow alignment, making it suitable for project financing, working capital optimisation, refinancing, or balance-sheet strengthening. The process is generally faster, more predictable, and cost-effective due to limited investor outreach and streamlined documentation.

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For investors, privately placed NCDs offer stable returns, visibility on cash flows, and the ability to assess issuer risk through direct interaction and tailored information. This results in better alignment of expectations between issuers and investors, improving transaction certainty and execution timelines.

Overall, private placement of Non-Convertible Debentures serves as a strategic capital-raising tool that balances speed, flexibility, regulatory discipline, and investor confidence, making it an effective mechanism for mobilising funds through a controlled and relationship-driven investor network.

:SCOPE OF WORK

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• Evaluating issuer eligibility and advising on structuring measures to make the company suitable for the intended NCD issuance value.

• Structuring and end-to-end advisory for private placement of Non-Convertible Debentures.

• Preparation of clear, investor-friendly presentations and transaction information material.

• Coordination and compliance support with relevant governing and oversight departments.

• Identification, outreach, and coordination with potential investors through a private network.

• Organising and supporting investor meetings, presentations, and management interactions.

• Acting as a professional interface and representative between the issuer and investors.

• Assistance in subscription management, documentation coordination, and allotment closure.

• Post-subscription compliance support, record maintenance, and investor communication.

• Ongoing support for investor servicing, interest servicing coordination, and redemption processes.