Harun Raaj & AssociatesHarun Raaj & Associates
Capital Markets & Investment Banking

Investment Memo & CIM Writing

Investment Memo

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Overview

Investment memo and CIM writing is the preparation of the documents that sell a business to investors — the Confidential Information Memorandum (CIM) for the sale or the fundraising, and the investment memo for the internal decision of the buyer or the fund. The CIM tells the company's story in the investor's language: the business, the market, the financials, the growth, the risks, the management — built on the actual records so the story holds under the diligence. The investment memo is the disciplined analysis the investor uses to decide, and it must survive the scrutiny of the investment committee.

The document is the first impression the business makes on the investor, and it is the frame for everything that follows. The CIM that reads clearly accelerates the process; the CIM that is thin or overstated invites the diligence to look for the gaps — and the gap between the story and the records is where deals die. The document is a promise that the diligence will verify.

The cost of a weak document is the weak deal: the investor who never engages, the valuation that is discounted for the perceived risk, the process that drags because the document did not answer the questions. The writing is the cheapest marketing the company will ever do, and the most consequential.

This service is for companies raising capital or selling, and for funds and acquirers making the decision. We build the CIM from the company's records — the business story, the financials and the market analysis — and prepare the investment memo with the risk and the return analysis, the diligence findings and the recommendation, structured so the document answers the questions before they are asked.

How It Works

  1. 1

    Business & Records Deep-Dive

    We understand the business and its records before writing.

    Harun Raaj & Associates does this1 week
  2. 2

    Document Structure & Story

    We design the document structure and the investment story.

    Harun Raaj & Associates does this1 week
  3. 3

    CIM / Memo Drafting

    We draft the CIM or the investment memo with the financials and the analysis.

    Harun Raaj & Associates does this2-4 weeks
  4. 4

    Review & Refinement

    We refine the document with the management and the advisers.

    Harun Raaj & Associates does this1 week
  5. 5

    Finalisation & Delivery

    We finalise the document for the investor circulation or the investment committee.

    Harun Raaj & Associates does this3-5 days

Frequently Asked Questions

Does the investor memo need to disclose fair market value of shares being issued?
Yes. Where shares are issued to resident investors, the price must be at or above FMV computed under Rule 11UA of the Income-tax Rules 1962 (DCF or NAV method). For foreign investors, the price floor is FMV determined under the FEM (Non-Debt Instruments) Rules 2019, Schedule I — the memo must document the valuation basis and the CA certificate supporting it.
How is the angel tax treatment disclosed now that Section 56(2)(viib) has been abolished?
Section 56(2)(viib) of ITA 1961 was abolished with effect from April 1, 2025 (applicable from TY 2025-26 onward). Investor memos for rounds closing on or after that date no longer need to address the angel tax risk for resident investors. For earlier rounds (AY 2026-27 and prior), the section still applied and any existing demand or scrutiny must be disclosed.
What FEMA approvals must be referenced in the memo for a foreign investor round?
The memo must confirm whether the sector falls under the Automatic Route or Government Route per FEM (Non-Debt Instruments) Rules 2019, Schedule I (for equity) or Schedule II (for convertible instruments). Pricing compliance under Rule 21 of those Rules, the FC-GPR filing timeline (within 30 days of share allotment per FEMA 20(R)), and any sectoral cap or conditionality under the FDI Policy must be stated explicitly.
What financial statements does the memo rely on, and do they need a CA sign-off?
The memo typically references audited financials under Companies Act 2013, Section 137 (mandatory filing of audited accounts with MCA). If the company is not yet liable to audit under Sec 44AB, IT Act 1961 (≡ §63, IT Act 2025) of ITA 1961 (turnover below threshold), the memo should state that and use management accounts with a caveat. Any projections included must be clearly labelled as unaudited and prepared by management.
Is there a disclosure obligation if promoters hold shares through an LLP or trust?
Yes. Where promoter entities are LLPs, the investor memo should disclose LLP Act 2008 Section 31 (restrictions on transfer of partner interest) and confirm no lock-in or charge exists. For discretionary trusts holding shares, the beneficial ownership and trustee powers under the Indian Trusts Act 1882 and any compliance with PMLA 2002 beneficial ownership rules (PMLA Rule 9 and the Companies Act 2013 Section 89/90 significant beneficial owner filings) must be addressed.

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