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Vraj ChanganiIPO Advisor · Startup Consultant
Services

Full-stack financial infrastructure.

Eleven practice areas — from incorporating a company in India or abroad, to raising capital, going public, managing FEMA, and running a virtual CFO desk. One partner, the full bench of DRSPV & Associates behind every engagement.

01

IPO Advisory — SME & Mainboard

End-to-end IPO consultancy — from first board memo to the opening bell. Primary practice.

Discuss this engagement
  • 01

    SME IPO Consulting (BSE SME · NSE Emerge)

    Full-journey advisory for listings typically between ₹10 Cr and ₹100 Cr. Eligibility, DRHP, merchant banker onboarding, exchange coordination and listing-day execution.

  • 02

    Mainboard IPO Consulting (BSE · NSE)

    SEBI ICDR-compliant listings above ₹100 Cr. Offer structure, valuation, pricing, anchor book and the full regulatory lift.

  • 03

    DRHP / RHP Drafting & Review

    Financial sections, risk factors, MD&A, restated financials, related-party disclosures and tax notes. We draft it or we review what your counsel drafted.

  • 04

    Merchant Banker Coordination

    We sit between you, the BRLM, legal counsel and the exchanges — so you run the business, not the filing.

  • 05

    IPO Readiness Assessment

    18-24 months ahead of filing — diagnostic on financials, governance, related parties, promoter holdings and audit history. Honest report on what needs fixing before we file.

  • 06

    Pre-IPO Structuring

    Bonus issues, share splits, founder buybacks, promoter lock-in planning, ESOP hygiene and clean-up — the 12-24 months before filing are where the IPO is won or lost.

  • 07

    Pre-IPO Placement & Anchor Round

    Private placements immediately before the IPO — anchor investors and cornerstone round coordination.

  • 08

    Listing-Day Execution

    Coordinating between BRLM, RTA, exchanges and banks to close subscription, allot shares and list on schedule.

  • 09

    Post-Listing SEBI LODR Compliance

    Quarterly filings, board composition, insider trading code, corporate governance and related-party disclosures. The ongoing work of being a listed company.

  • 10

    QIP · Rights Issue · FPO

    Follow-on fundraising for already-listed companies — institutional placements and rights issues.

  • 11

    Buyback · Delisting · Takeover Code

    Exits, consolidation and strategic change-of-control transactions under SEBI SAST and Buyback regulations.

02

Startup Consultancy

Full-stack consultancy for founders from day zero to Series B. Primary practice.

Discuss this engagement
  • 01

    Entity Structuring & Incorporation

    Private Limited, LLP, OPC or holdco — picking the right vehicle for your funding path, tax position and future exit. MCA incorporation end-to-end.

  • 02

    Startup India · DPIIT Recognition

    Unlock Section 80-IAC three-year tax holiday, angel tax exemption under Section 56(2)(viib), and easier government procurement.

  • 03

    Co-Founder Agreements & Vesting

    The documents that prevent the next five years of pain — shareholders' agreement, IP assignment, vesting schedules and reverse vesting for founder equity.

  • 04

    Cap Table Design & ESOP Pool

    Designing the cap table from inception so it survives three rounds of dilution without destroying founder equity. ESOP pool sizing, grant policy and accounting.

  • 05

    Financial Model & Pitch Deck

    Not templates — a model that survives investor diligence and a deck that tells the right story. Iterated with you, not delivered as a file.

  • 06

    Investor Readiness & Diligence Prep

    Data room, clean financials, ESOP hygiene, related-party disclosures, tax position — ready before the first investor asks.

  • 07

    Valuation for Fundraise (Rule 11UA)

    Angel-tax-compliant valuation reports under Rule 11UA — DCF, NAV or M&M method. Every round, ahead of the next.

  • 08

    Founder Tax Planning

    Section 80-IAC, capital gains on share sales, ESOP taxation and the structuring that compounds over a decade.

  • 09

    Monthly Advisory Retainer

    For founders who want a fixed seat at the table — monthly strategy call, decision-level review and finance function oversight.

  • 10

    Pre-IPO Advisory (5-Year Horizon)

    For founders who eventually want to go public — structuring the company from Series A onwards so the SME IPO is open at Series C/D.

03

Fundraising & Capital Raising

From a clean cap table to a signed term sheet — the full fundraising stack.

Discuss this engagement
  • 01

    Angel & Seed Rounds

    SAFEs, CCDs, CCPS — picking the right instrument and the right valuation for the stage.

  • 02

    VC (Series A · B · C · D)

    Priced rounds, liquidation preferences, board composition, anti-dilution — negotiated line by line.

  • 03

    Private Equity & Growth Capital

    Larger rounds with operational rights, put/call options, and buyback mechanics.

  • 04

    Venture Debt & Revenue-Based Financing

    Non-dilutive capital where it actually makes sense.

  • 05

    Convertible Instruments (SAFE · CCD · CCPS)

    Drafting, negotiation and cap-table modeling across every convertible format.

  • 06

    Term Sheet Review & Negotiation

    Line-by-line review — I flag what matters and negotiate the three things that will cost you later.

  • 07

    Pitch Deck & Financial Model

    Not templates — custom models that survive investor scrutiny.

  • 08

    Investor Readiness & Due Diligence Support

    Clean data room, audited numbers, ESOP hygiene — ready before investors ask.

  • 09

    Cap Table Design & Management

    Avoiding the common mistakes that destroy founder equity over three rounds.

  • 10

    Investor Introductions & Fundraising Strategy

    Warm intros to the right angels, VCs and family offices — when the deck and numbers are ready.

04

Foreign Incorporation & Global Setup

Setting up abroad is 10% paperwork and 90% structure. Built right the first time.

Discuss this engagement
  • 01

    USA — Delaware C-Corp / LLC

    Preferred vehicle for SaaS, AI and global startups raising US capital. Incorporation, EIN, bank account and registered agent.

  • 02

    UAE — Mainland · Freezone · Offshore

    DMCC, IFZA, RAKEZ, DIFC, ADGM — we pick the jurisdiction based on the business, not the brochure.

  • 03

    Singapore — Private Limited

    Ideal holding company for Indian startups raising global capital. ACRA incorporation, nominee director (if needed), and bank setup.

  • 04

    United Kingdom — Limited Company

    Companies House incorporation, VAT registration and banking setup.

  • 05

    Cayman Islands · BVI · Mauritius

    Specialty SPV jurisdictions for fund structures and international holdings.

  • 06

    Flip Structures (India → US / Singapore)

    Re-domiciling Indian startups for global fundraises. Share swaps, ODI approval, FEMA compliance — all handled.

  • 07

    Foreign Subsidiary (India → Abroad)

    Indian company setting up operations overseas — ODI filing, compliance, and ongoing reporting.

  • 08

    Branch · Liaison · Project Office (India)

    Foreign companies entering India — RBI approval, FEMA filings and ROC registration.

  • 09

    Global Banking Setup

    Mercury, Brex, Wise, Airwallex — opening operational accounts for foreign entities.

  • 10

    EOR · Global Payroll · Contractor Compliance

    Hiring globally without incorporating — legally.

05

Tax Advisory & Compliance

Tax is a design choice, not an afterthought. Structured early, compounded forever.

Discuss this engagement
  • 01

    Income Tax Return Filing

    Individuals, firms, companies — with optimisation, not just compliance.

  • 02

    Tax Planning & Structuring

    Holding structures, family arrangements, and entity choice for long-term tax efficiency.

  • 03

    GST Registration · Returns · Refunds · Audits

    Full GST lifecycle including export refunds, ITC reconciliation and LUT filings.

  • 04

    TDS / TCS Compliance

    Quarterly returns, certificate generation, correction filings and Section 197 applications.

  • 05

    Transfer Pricing

    Benchmarking, TP study, Form 3CEB and CbCR filings for related-party international transactions.

  • 06

    International Taxation & DTAA

    Treaty benefits, PE analysis, withholding tax, and foreign tax credits.

  • 07

    NRI / OCI Taxation

    Residency determination, RNOR, foreign income disclosures and repatriation.

  • 08

    Expatriate Taxation

    Inbound and outbound secondments, tax equalisation and social security.

  • 09

    Crypto · VDA Taxation

    Section 115BBH, TDS under 194S, and planning under the new VDA regime.

  • 10

    Tax Litigation & Assessments

    Representations before AO, CIT(A), ITAT — and Section 148 reassessments.

06

FEMA & Cross-Border Advisory

Cross-border is where deals quietly die. Clean FEMA is the price of entry.

Discuss this engagement
  • 01

    FDI Inflow · FC-GPR Filing

    Foreign investment into Indian entities — SMF portal filings, valuation compliance and reporting.

  • 02

    ODI Outflow · Form ODI · APR

    Indian companies investing abroad — overseas direct investment compliance end-to-end.

  • 03

    External Commercial Borrowing (ECB)

    RBI-compliant foreign borrowings, automatic and approval routes, end-use restrictions.

  • 04

    Compounding of FEMA Contraventions

    Cleaning up past non-compliance — typically before a fundraise or exit.

  • 05

    NRI / OCI Investments in India

    PIS, NRE/NRO, repatriation, LRS outward remittance and property transactions.

  • 06

    Cross-border M&A

    Indian entities acquiring or being acquired by foreign buyers — FEMA, regulatory and tax structuring.

  • 07

    LRS & Outward Remittance Advisory

    Personal and corporate remittance planning under the ₹2.5 Lakh p.a. and higher limits.

  • 08

    Foreign Subsidiary Reporting

    Annual Performance Report, FLA return, and ongoing FEMA compliance.

07

Audit & Assurance

Audits that find problems before investors do.

Discuss this engagement
  • 01

    Statutory Audit (Companies Act)

    Standalone and consolidated audits under Ind-AS / Indian GAAP.

  • 02

    Tax Audit (Section 44AB)

    Form 3CA/3CB, 3CD — with all the disclosure items founders usually miss.

  • 03

    Internal Audit

    Process, control and risk-based internal audit for growing companies.

  • 04

    GST Audit & Reconciliation

    GSTR-9, 9C reconciliation and turnover-based audit.

  • 05

    Forensic Audit

    Suspected fraud, related-party abuses and investor-mandated forensic reviews.

  • 06

    Due Diligence (Buy-side · Sell-side)

    Pre-transaction financial, tax, and commercial DD. Crisp red-flag memos.

  • 07

    Concurrent · Bank · Stock Audit

    Specialised audits for banks, NBFCs and lender-mandated inspections.

  • 08

    Management & Operational Audit

    Performance-driven reviews for operational efficiency and cost control.

08

Corporate & ROC Compliance

The quiet infrastructure that investors check before signing a term sheet.

Discuss this engagement
  • 01

    Annual ROC Filings

    AOC-4, MGT-7, DPT-3, MSME-1 — every company, every year.

  • 02

    Director & DIN Compliance

    Appointments, resignations, DIR-3 KYC, disqualification checks.

  • 03

    Share Allotment · Transfer · Buyback

    PAS-3, SH-4, valuation compliance for every cap-table event.

  • 04

    ESOP Plan Drafting & Administration

    Scheme design, 2013 Act compliance, grant letters, vesting and exercise accounting.

  • 05

    Charge Creation & Satisfaction (CHG-1, CHG-4)

    For every secured lending transaction.

  • 06

    Secretarial Audit & Compliance Review

    Section 204 secretarial audit and voluntary compliance health-checks.

  • 07

    Board & Governance Advisory

    Committee structures, charters, board calendars and minute-book hygiene.

  • 08

    Winding Up · Strike-off · Dormant Status

    Closing or pausing entities cleanly — STK-2, DRC-6 and final liquidation.

09

Valuation & Advisory

The right number, with a defensible method and a report that holds up to scrutiny.

Discuss this engagement
  • 01

    Business Valuation (IBBI)

    Registered Valuer reports under Companies Act, Income Tax and IBC.

  • 02

    Share / Equity Valuation

    Rule 11UA, DCF, market multiple — for fundraises, ESOPs, and related-party transactions.

  • 03

    ESOP Valuation (Section 17(2))

    Perquisite valuation at grant and exercise dates.

  • 04

    409A Valuation (US-linked entities)

    For Indian companies with US employees or US holding structures.

  • 05

    Purchase Price Allocation (PPA)

    Post-acquisition identification and valuation of intangibles and goodwill.

  • 06

    Impairment Testing

    Annual Ind-AS 36 impairment testing for goodwill and intangible assets.

  • 07

    Startup Valuation Reports

    Angel-tax-compliant valuations for every fundraise — ahead of the next round.

10

Virtual CFO & Strategic Finance

The finance function your company needs — without the full-time hire.

Discuss this engagement
  • 01

    Virtual CFO Engagement

    Monthly retainer with owned ownership of the finance function — close, MIS, board reporting and strategy.

  • 02

    Financial Planning & Analysis (FP&A)

    Budgets, forecasts, variance analysis, scenario planning.

  • 03

    MIS & Dashboard Design

    Executive dashboards that show the numbers that actually drive decisions.

  • 04

    Cash Flow Management

    13-week cash forecast, working-capital optimisation and burn-rate analysis.

  • 05

    Board & Investor Reporting

    Monthly investor updates, board decks and KPI tracking for VC-backed companies.

  • 06

    Internal Controls & Finance SOPs

    Designing controls that scale from 5 people to 500.

  • 07

    Revenue Recognition (Ind-AS 115)

    Policy design for SaaS, services, and multi-element arrangements.

  • 08

    Cost & Profitability Analysis

    Unit economics, cohort margins and segment-level P&L design.

11

Corporate Restructuring

Sometimes the structure is the strategy. We fix it before it fails.

Discuss this engagement
  • 01

    Mergers & Amalgamations

    Scheme under Sections 230-232, NCLT process, regulatory and tax structuring.

  • 02

    Demergers

    Carving out a business — tax-neutral under Section 2(19AA) of the Income Tax Act.

  • 03

    Slump Sale (Section 2(42C))

    Business transfer as a going concern — with tax optimization.

  • 04

    Scheme of Arrangement

    Complex multi-entity reorganisations approved by NCLT.

  • 05

    Asset Sale vs Share Sale Advisory

    Picking the right exit structure for tax and regulatory efficiency.

  • 06

    Holding Company Restructuring

    Introducing a holdco, moving subsidiaries, and family-office structures.

  • 07

    Group Reorganisation

    Consolidating or splitting group entities for cleaner governance.

  • 08

    Cross-border Restructuring

    India → foreign parent conversions, reverse flips, and repatriation planning.

Next step

Not sure which service fits?

Most founders come in with a symptom, not a diagnosis. Send a short note — three sentences is enough. We'll spend a call figuring out the actual problem before scoping anything.