Cross-Border Fundraising Advisory
Singapore-headquartered, ICAI-led advisory for cross-border capital raises. We structure the holding stack, map the FEMA/RBI/ODI pathway, and pressure-test investor-readiness – so the round closes without a regulatory or tax surprise. Advisory only: we do not solicit, introduce, or place capital.
You're raising from US, Singapore, or Gulf investors and need the holding structure, cap table, and diligence pack to survive a senior partner's review – not just a junior associate's checklist.
You need a treaty-aware structure that satisfies your Indian and Southeast Asian operating subsidiaries, MAS-aligned governance, and a clean FEMA path for any India outbound.
You're weighing a Singapore or Delaware flip ahead of a Series A or B. You need an objective decision memo on tax cost, ODI/FDI mechanics, ESOP impact, and reverse-flip optionality.
You need FEMA-compliant routing, DTAA optimization, and a repatriation structure that survives both regulator review and an LP audit two years later.
Quantum, use of proceeds, target investor profile, and the realistic comparable cohort. We pressure-test the raise narrative against current market terms before any structuring work begins.
Jurisdiction selection, FEMA / RBI / ODI / FDI pathway, sectoral cap and approval-route assessment, and treaty mapping across origin and destination jurisdictions.
DTAA optimization, transfer-pricing posture, ESOP migration mechanics, and a multi-year repatriation plan that anticipates withholding, BEPS, and Pillar Two exposure where applicable.
Cap-table cleanup, related-party documentation, governance and board hygiene, KPI standardisation, and a diligence-grade data room – built to a senior investor's bar, not a template's.
On-call advisory through term-sheet to close: diligence Q&A support, valuation methodology defence, and post-close compliance choreography. We do not approach, solicit, or introduce investors.
Dual-jurisdiction structuring, RBI-aware product design, and treasury setup – diligence-pack delivered to a senior partner's bar on first pass.
Read engagementPvt Ltd setup, ESOP harmonisation between parent and subsidiary, and a 12-month compliance calendar handed off to a fractional CFO.
Read engagementSector-specific approvals, IP holding structure, and regulator engagement – applicable to founders raising from strategic or institutional pools.
Read engagementAll engagements are scoped to outcomes, not hours. Fees are indicative and finalized after a 30-minute scoping call.
Holding-structure decision, regulatory and treaty pathway, ESOP and repatriation design, and an investor-readiness diagnostic. Delivered as a board-ready pack.
Process-support advisory through term-sheet to close: diligence Q&A, valuation defence, vendor coordination, and post-close compliance choreography.
Engagements are scoped to outcomes, not partner-hours. We bill for advisory and structuring work only – we do not take placement fees, success fees, or any economics tied to the closing of a financing.
Cross-Border Fundraising Structuring Guide
The reference our clients use when scoping a Singapore, Delaware, or Cayman holding stack across India, the US, and Gulf jurisdictions – holding-jurisdiction comparison, FEMA / RBI / ODI / FDI pathway, ESOP and treaty mechanics, and the investor-readiness diagnostic.
Comparison
How Nirji's principal-led, advisory-only model compares to investment banks and Big 4 firms for cross-border raises.
| Investment bank | Big 4 firm | Nirji Ventures | |
|---|---|---|---|
| Advisory-only (no placement / success fees) | |||
| Singapore + India presence | Sometimes | ||
| ICAI-qualified leads | |||
| Principal-led (no junior handoff) | Sometimes | Always | |
| Cross-border tax + FEMA/ODI expertise | Limited | ||
| Investor-readiness diagnostic depth | Pitch-focused | Audit-focused | Senior-investor bar |
| Indicative engagement fee | 2–5% of raise | $150K+ | $40K – $90K (Sprint) |
| Typical timeline to diligence-ready | 8 – 16 weeks | 10 – 14 weeks | 6 – 8 weeks |
Comparison reflects typical scoping for cross-border raise mandates. Bank fees vary materially by deal size and structure. Nirji is an advisory firm; we do not solicit, place, or introduce capital, and we charge no success or placement fees.
No. Nirji is an advisory firm. We provide structuring, regulatory, tax, and investor-readiness advisory only. We do not solicit investors, do not introduce or place capital, do not maintain a roster of investors we shop deals to, and do not charge placement or success fees. Where a regulated activity (legal opinion, securities placement, tax filing) is required, we coordinate the appropriate licensed third party.
It depends on where your operating revenue, IP, and target investors sit. Singapore is generally efficient for Asia-centric raises with India operating subsidiaries, given the Singapore–India treaty and MAS-aligned governance norms. Delaware is the default for US institutional rounds. Cayman is common where you need investor-jurisdiction neutrality. We make the call as a written decision memo grounded in your sector economics, target investor profile, and exit thesis – not a default.
Overseas Direct Investment rules govern outbound capital flows from Indian residents into foreign entities. If an Indian founder, an Indian holding company, or an Indian operating subsidiary is making an investment into a foreign vehicle (e.g. a Singapore parent), the ODI framework – under the Foreign Exchange Management (Overseas Investment) Rules and Regulations 2022 – typically applies. The rules cover permissible structures, financial commitments, reporting via Form FC and APR, and round-tripping prohibitions. We assess ODI exposure in the structuring phase before any flip is executed.
An externalisation (commonly called a flip) involves moving the holding company to a foreign jurisdiction while the Indian operating company becomes a subsidiary. Mechanics typically involve a share-swap or fresh issuance at the foreign parent, valuation under FEMA/Income Tax rules, ESOP migration, and reporting to RBI and the Income Tax Department. The 2024 changes to the Companies Act eased reverse-flip pathways materially. We model the cash and tax cost end-to-end before recommending whether the flip is worth doing pre-round, at the round, or not at all.
Often, yes – at least for the founders and Indian shareholders whose Indian shares are exchanged for foreign-parent shares. The tax position depends on the share-swap mechanics, holding period, and applicable treaty relief, and there are specific provisions and reliefs that have evolved. We model the tax cost transparently in the Strategic Sprint and structure the transaction to minimise leakage within the rules – we do not promise a zero-tax outcome.
Cap table integrity (including SAFE / convertible note conversion math), ESOP pool sizing and grant hygiene, related-party transactions and inter-company flows, board governance and minute books, audit and accounting policy alignment with the target investor's expected GAAP, KPI definitions and consistency across the data room, and a diligence-pack index built to the standard a senior partner – not an associate – would expect.
The Singapore–India Double Taxation Avoidance Agreement reduces withholding on dividends, interest, and royalties when substance and beneficial-ownership conditions are met. The 2017 protocol changed the capital-gains exemption, so structures that worked pre-2017 are no longer optimal. We design holding and repatriation around current treaty terms, transfer-pricing rules, and demonstrable Singapore substance – not legacy playbooks.
India's FDI policy distinguishes between the automatic route (no prior approval) and the government route (sectoral approval required), with sector-specific caps for insurance, banking, NBFCs, defense, broadcasting, multi-brand retail, telecom, and select fintech sub-sectors. Most software, SaaS, B2B services, and B2C consumer plays sit under the automatic route. We map your sector to the current FDI policy in the Discovery step before any structuring decision.
No. Investor identification, outreach, pitching, and negotiation sit with the founder and, where engaged, a licensed placement agent or banker. Our role is to make sure that when an investor turns serious, the structure, diligence pack, and governance hold up to senior scrutiny – and that close mechanics, regulatory filings, and post-close compliance are choreographed cleanly.
Yes – for the structuring, tax, and readiness components. Down-rounds and structured rounds (liquidation preferences, ratchets, PIK instruments) carry specific cap-table, ESOP-repricing, and tax considerations that benefit from senior advisory before terms are signed. Secondaries – particularly cross-border secondaries – require careful FEMA, valuation, and reporting work that we are well-positioned to lead.
Big 4 firms deliver excellent technical work but at partner-hour pricing and with siloed practice groups; banks add raise execution but charge success fees aligned to a closing rather than to advice quality. Nirji is principal-led, advisory-only, fee-capped, and integrated across structure, tax, FEMA, and readiness. We are typically the right fit for $5M–$500M revenue companies and Series A–C founders where senior attention is the difference between a clean close and a structuring redo two years later.
Most clients continue with our Embedded Operator support through term-sheet to close, then transition into a Fractional CFO engagement once the round closes and operating cadence normalises. The handoff is by design: we set you up to run the close and the post-close compliance choreography independently, and stay close enough to catch the regulatory and tax surprises before they become problems.
Related advisory tracks
Holding structure
Singapore / Delaware / Cayman holding design, FEMA & ODI pathway mapping, and externalisation mechanics for India-linked cap tables.
ExploreInvestor readiness
Cap-table integrity, ESOP hygiene, KPI definitions, and a partner-grade data room before you take the first investor meeting.
ExploreReadiness review
Senior-led diligence rehearsal – quality of earnings, working capital, and related-party flows – to surface findings before the buy-side does.
ExploreScope & Regulatory Notice
Nirji Ventures Pte. Ltd. is an advisory firm. We are not licensed by the Monetary Authority of Singapore (MAS) under the Securities and Futures Act or the Financial Advisers Act, are not a registered broker-dealer in any jurisdiction, and do not conduct any regulated activity that requires such licensing.
We do not solicit investors, do not introduce, place, market, or distribute securities, do not maintain a roster of investors to whom mandates are shopped, and do not charge placement fees, success fees, retainers contingent on a closing, or any economics tied to the consummation of a financing or transaction.
Our work is limited to non-regulated advisory: structuring, regulatory and tax pathway analysis, FEMA / RBI / ODI / FDI mapping, treaty and repatriation design, and investor-readiness diagnostics. Where licensed activity is required (legal opinions, securities placement, tax filings, audit), we coordinate the appropriate licensed third party – we do not perform that work ourselves.
Nothing on this page constitutes investment, legal, tax, or accounting advice; an offer or solicitation to buy or sell any security; or a recommendation to enter into any transaction. Engagements are scoped under a written advisory agreement after a discovery call and conflict check.
Holding-structure, FEMA/ODI pathway, and investor-readiness – pressure-tested by senior partners. Advisory only; no solicitation, no placement fees.
Scope a Cross-Border Fundraising Review