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NISM Series XIX-D · Chapter 9: Investment Strategies

L1 · Foundation

How a Company Raises Money - and the Equity Strategies that Fund It

The five stages of fund-raising from pre-seed to the mezzanine round, who invests at each stage, and the four equity-side strategies Category I and II AIFs use - angel investments, venture capital, private equity and syndication.

27 min read · Worth 10% of the paper · Written from pages 205–220 of the official NISM workbook · Updated 18 September 2026

How a Company Raises Money

Why this chapter exists

Category I and Category II AIFs invest primarily in unlisted and high-growth companies - early-stage start-ups, small and medium enterprises, infrastructure companies, and companies planning an IPO.

To understand what strategy a fund is running, you first have to understand where in a company's life the money goes in. A rupee entering a company that has only an idea is doing a completely different job from a rupee entering a company that is appointing merchant bankers for its IPO. Same rupee, entirely different risk.

So the chapter starts with the ladder.

9.1.1 The five stages of fund-raising

Stage 1 - Pre-seed capital

What it funds: helping entrepreneurs or founders develop an idea. At this stage the founders identify a problem statement and develop an innovative solution. The money is used to validate the idea and establish that it is sustainable, scalable and saleable.

Support: founders seek help from start-up incubators, which provide mentorship and connections to early-stage investors.

Why banks say no: the founders have an idea and no ongoing revenue. There is nothing to lend against and nothing to value.

Who invests: Family and Friends.

Stage 2 - Seed capital

What it funds: developing the idea into an early-stage product. The idea has been validated and the entrepreneur now wants to build the product or service to sell to potential customers. This requires research and development to identify the right product segment, market segments and customer profiles, so that an initial product offering can be built.

The milestone to look for: Product Market Fit. The workbook's own test is beautifully concrete - if a customer liked the product or service, paid for it, and is willing to pay for it once again, then the entrepreneur has achieved Product Market Fit. Not a survey, not an expression of interest. Paid once, willing to pay again.

Who invests: High Net-worth Individuals (HNIs), Angel Investors or Angel Funds.

How they invest: generally through hybrid securities such as Convertible Debentures or Convertible Preference Shares, because these give a fixed income flow for the initial years, especially in the first 3 to 5 years, while also providing the benefit of equity shareholding in the long term.

Stage 3 - Early-stage capital

What it funds: setting up initial operations and basic production, now that the company can get customers and generate revenue. It supports product development, digital marketing, commercial manufacturing and initial customer outreach.

Rounds: Pre-Series A, Series A or Series B, by issuing equity shares. The company may also raise debt funding from Venture Debt funds.

Who invests: Venture Capital Funds, Debt Funds, Venture Debt Funds. Hybrid securities are again preferred, for the same reason as at seed.

And who exits: the friends, family and early-stage angel investors who came in at Stages 1 and 2 now exit, realising their profits by selling their holdings to new investors in the "Secondaries" market. This is an important pattern - every stage is somebody's entry and somebody else's exit.

A caution the workbook gives: the terms Pre-seed, Seed, Series A, B, C and so on are not standardised for all investee companies. They are determined by the stage of growth and the specific milestones and requirements in each case. Broadly, though:

RoundWhat is typically happening
Pre-seedFounders establish the company and work on the concept
SeedThe first bit of external capital, typically from non-institutional sources or angel funds, to develop the product and establish proof of concept
Series AConsidered the first round of venture capital - investors look for the business model to be proved with revenues and to show potential for scaling

The bridge round. Some companies need short-term financing to fund working capital between two rounds of funding. This is a Bridge Round, provided by banks, debt funds or even venture capital funds.

Stage 4 - Later-stage capital

What it funds: scaling the business - expanding into different markets and geographies, developing new product segments, or acquiring companies to widen the product offering.

Rounds: starts from Series C, funding product improvement, large-scale marketing campaigns, new acquisitions and new product launches. The company may then raise Series D, E, F and further rounds until it announces its IPO and lists.

If it chooses not to list, it may continue raising from the private markets and approach institutional investors such as banks, insurance companies and mutual funds.

Who invests: Private Equity Funds and Institutional Investors. Who exits: the initial angel investors and venture capital funds now realise their profits.

Stage 5 - Mezzanine Round

What it funds: the company wants to list on the stock exchange and needs funds to complete the listing formalities - appointing merchant bankers, legal counsels, auditors, registrar and transfer agents and so on.

Who invests: Anchor Investors, Institutional Investors and Retail Investors. Anchor investors are allotted shares at a reasonable discount to the Issue Price of shares in the IPO.

A second function: this Pre-IPO round also gives employees holding ESOPs an opportunity to exercise their option and sell shares to new investors. For many employees this is the first time their paper wealth becomes money.

Alternatively, the company may raise funds by issuing hybrid instruments such as convertible debentures or convertible preference shares.

A closing caveat: the stages differ from industry to industry, depending on industry dynamics and the management team's execution plan. The five stages are representative of the life cycle of a company, not a rigid sequence.

9.1.2 The equity-side strategies

The workbook lists eleven strategies. This lesson covers the four that are essentially equity plays; the debt and structured strategies follow in the next lesson.

Strategy 1 - Angel Investments

Where: generally Stage 1 and Stage 2 of the life cycle.

Who: high net worth individuals who invest in their individual capacity or through their family offices, with their own funds.

Why they matter: start-ups at this stage find it difficult to establish the confidence that venture capital funds need in order to invest, or that banks need in order to lend. Angels take the high risk and address the critical financing gap in the initial formative phase of a start-up.

What angels look at:

  • the potential growth of the business idea, and
  • the team who will execute it. At nascent stages the investor cannot know whether the idea will sustain and scale - he is simply assessing the team's capabilities and experience.

Two metrics angels use:

MetricWhat it measures
Customer Acquisition Cost (CAC)How much the start-up spends to acquire one customer
Customer Lifetime Value (CLV)How much revenue that customer generates over the relationship

Read together, they answer the question: how much is the start-up spending per customer, to get its revenue from that person? If CAC is very high, there are high chances that the start-up will not be able to make profits from its operations.

The brutal arithmetic of angel investing. The workbook gives the numbers plainly:

  • In India, the failure rate of start-ups is 90 per cent.
  • 80 per cent of start-ups fail in the first five years.

Because of this, angel investors prefer a portfolio of at least 10 companies, out of which they expect 1 or 2 to give exponential growth and net return on investment, after averaging the losses in the others.

This is the single most important idea in angel investing and it is deeply counter-intuitive to an Indian investor raised on fixed deposits: the strategy assumes most of the portfolio will fail. It is not a mistake; it is the design.

Strategy 2 - Venture Capital Investments

Where: the first stage of institutional financing in an early-stage company or start-up, generally after the angel funds have been successfully raised.

What VCs like: asset-light businesses that are intensive in technology, intellectual property or digital media applications.

What the SEBI (AIF) Regulations say: VC investments should be made in companies offering new products, new services, technology or intellectual property based activities, or a new business model. These nascent ventures show high potential to grow into large businesses, or are already growing at a very high rate year on year. Venture capital investments are therefore considered highly risky and rank as such among alternative investments.

The key difference from angels: venture capital investors invest in revenue-generating companies, whereas angel investors invest their money on the founding team at the idea stage.

Metrics VCs use:

  • Monthly Run Rate (MRR) and Annual Run Rate (ARR) - to gauge the consistency and sustainability of revenue generated by the investee company. ARR is the yearly equivalent of MRR and represents the predictable revenue generated annually.
  • Customer Acquisition Cost - VCs are very cautious about companies with a high CAC, since it hampers long-term growth and sustainability.
  • Great emphasis is also placed on studying the direct and indirect competitors of the investee company.

Why competition is good news. This surprises most students. Presence of competition is a good sign for investors, as it validates a high Total Addressable Market. If nobody else is in the market, that may mean there is no market.

The three market-size metrics - learn the nesting:

MetricMeaning
TAM - Total Addressable MarketThe entire market for the offering. Competition validates that it is large
SAM - Serviceable Available MarketHow much of the TAM can realistically be achieved by this company, given its business model and revenue targets
SOM - Serviceable Obtainable MarketThe percentage of the SAM that can be captured in the long run with a sustainable marketing approach

And the valuation link: valuation of an investee company at this stage depends on a high value of the SOM. TAM makes the story; SOM makes the price.

Strategy 3 - Private Equity Investments

The regulatory definition: a PE Fund means an AIF which invests primarily in equity or equity linked instruments or partnership interests of investee companies according to the stated objective of the fund.

"Equity linked instruments" is defined in the footnote and is examinable: instruments convertible into equity shares or share warrants, preference shares, and debentures compulsorily or optionally convertible into equity.

How PE differs from VC: a PE fund is primarily an equity investor, but unlike venture capital funds which focus on early-stage investments, private equity funds are mostly involved in later-stage financing in business entities that have established a business model and need to be scaled up for further growth.

The wider meaning of the term: "private equity" is a generic term used for direct investments in companies that are not listed on a stock exchange. Typically PE investments are made into mature businesses in traditional industries, in exchange for equity or an ownership stake.

Growth investing is a common PE strategy: the investor acquires a minority stake, looking to further grow the company. These investments typically take place at the intersection of VC and PE, where companies are still growing but may already have shown some profitability.

Two PE preferences worth remembering:

  1. PE funds prefer to have a board seat on the investee company.
  2. They prefer not to dilute their shareholding on account of further fund-raising - which is why anti-dilution and pre-emption rights are standard in PE term sheets.

Strategy 4 - Syndication

The idea: syndicates enable many small investors to pool their funds in a Special Purpose Vehicle and participate in an investment alongside reputable, big ticket-size investors. The SPV makes a single investment in the target company by subscribing to equity shares, although the money has been pooled from many investors. Several platforms offer syndicate services.

How it works, step by step:

  1. A Lead Investor gets a high-risk, high-return deal in a potential start-up.
  2. Before syndication happens, the Lead Investor ensures thorough due diligence on the company - Financial, Business, Operational and Technological Due Diligence.
  3. Once convinced of the growth potential, the Lead Investor creates a Syndicate and commits capital himself, to ensure skin in the game.
  4. Once the syndicate is listed on the investment platform, the Lead Investor approaches other potential investors willing to co-invest.

The eligibility rule: under the SEBI (AIF) Regulations, only Accredited Investors are permitted to invest in syndicate deals. The Lead Investor must ensure every investor complies with the Accredited Investor Framework specified by SEBI.

How the Lead Investor is paid: he generally charges a fee from syndicate investors to compensate for his due diligence and deal scouting efforts. The fee varies across deals and investors - some charge a one-time fee, others take a share in the profits earned by the Syndicate, like Carried Interest.

The workbook's worked example. Mr A is a lead investor raising Rs 25 crore for a Pre-Series A round in Company XYZ. He creates a syndicate called ABC LLP, commits Rs 5 crore himself, and approaches other accredited investors for the balance Rs 20 crore, with a carry of 15 per cent.

If ABC LLP exits by selling its stake for Rs 75 crore after 3 years:

  • Profit = Rs 75 crore - Rs 25 crore = Rs 50 crore
  • Carry to Mr A = 15% of Rs 50 crore = Rs 7.5 crore
  • The balance is distributed to investors pro rata, based on their committed capital in the syndicate

Note carefully: the syndicate investors including Mr A pay the 15 per cent, and Mr A receives it as lead. He is on both sides - he has capital at risk like everyone else, and he earns carry for the work he did. That dual position is what "skin in the game" means here.

9.1.3 Idea versus opportunity - the test before any of this begins

There is a big difference between an idea and an opportunity in business.

  • An idea is a concept that could be used to make money.
  • An opportunity has proven commercial value.

Why this distinction matters: knowing the difference is crucial to avoid wasting significant time and money of both the investors and the founders.

When does an idea become an opportunity? The workbook gives four tests. An idea has the potential to become an opportunity and a viable enterprise if it:

  1. has the potential to break even, generally within 36 months from ideation
  2. has a passionate and dedicated team developing it
  3. faces manageable risks
  4. can forecast high gross margins

Three of these four are qualitative, which is why angel investing turns so heavily on judging the team. But the first is a hard number: 36 months to break even. An idea that cannot see break-even inside three years is, for this purpose, still an idea.

Think of it like this

The five stages are a child's education, funded differently at each step

Playschool fees come from the family. School fees come from the parents' income. College may need a bank loan. A foreign masters needs a bigger loan against collateral. And the first job is when the returns finally begin. A company works the same way: family and friends at pre-seed, angels at seed, VCs at early stage, PE at later stage, and the IPO is the first job. Nobody funds a playschool child against a future salary - which is exactly why banks cannot fund a pre-seed start-up.

Product Market Fit is the customer who comes back

A new tea stall opens near an office. On day one everybody tries it because it is new. Product Market Fit is not day one - it is the clerk who, on day eight, walks past two other stalls to reach this one and pays again. The workbook's test is exactly this: a customer liked it, paid for it, and is willing to pay once more. Surveys and free trials prove nothing; the second payment proves everything.

Angel investing is the mango orchard, not the fixed deposit

A farmer plants a hundred mango saplings knowing that most will not survive the first few summers. He is not careless - he has planned for it, because the dozen trees that do survive will feed the family for thirty years. Angel investors run the same arithmetic: 90 per cent of Indian start-ups fail, so they hold at least ten companies and expect one or two to carry the whole portfolio. A person who cannot accept eight failures should not be planting this orchard.

CAC versus CLV is the shop that spends Rs 500 to earn Rs 300

A mobile shop spends Rs 500 on advertising to bring in one customer who buys a Rs 300 accessory and never returns. It can run this for a year on borrowed money and show impressive "growth" in customer numbers - and then close. Customer Acquisition Cost against Customer Lifetime Value is the test that exposes it. A very high CAC means, in the workbook's words, high chances the start-up will not be able to make profits from its operations.

TAM, SAM and SOM are the whole city, your delivery radius, and your actual customers

You open a cloud kitchen in Pune. TAM is every person in Pune who orders food online. SAM is those within your 7 km delivery radius who eat the cuisine you cook. SOM is how many of those you can realistically win against the four kitchens already serving them. Founders pitch TAM because it is the biggest number. Investors price on SOM - which is why the workbook says valuation at this stage depends on a high value of the SOM.

Competition is the crowd outside the restaurant

Walking down a food street, which restaurant do you trust - the one with a queue or the one that is empty at 8.30 pm on a Saturday? Investors read competition the same way. Presence of competitors validates a high Total Addressable Market. An entrepreneur who says "we have no competition" is usually telling the investor either that he has not looked, or that nobody wants this.

A syndicate is the chit fund with a professional organiser

Twenty neighbours want to buy a commercial shop that none of them can afford alone, so one trusted member does the legwork - checks the title, the tenants, the rent - pools the money, buys the shop in one name, and takes a share of the eventual profit for his trouble. That is a syndicate: a Special Purpose Vehicle, a Lead Investor who does the due diligence and puts in his own money, and a carry for the work. The one difference from the neighbourhood version: SEBI allows only Accredited Investors in.

Idea versus opportunity is the recipe versus the running restaurant

Your uncle's biryani recipe is famous in the family - that is an idea. A stall that sells forty plates every evening at a margin, run by someone who turns up at 6 am to buy the meat, is an opportunity. The workbook's four tests say the same thing: break-even visible within 36 months, a passionate and dedicated team, manageable risks, and high forecast gross margins. Everything before that is still a recipe.

Key terms in this chapter

Accredited Investor requirement for syndicates
Under the SEBI (AIF) Regulations only Accredited Investors are permitted to invest in syndicate deals, and the lead investor must ensure every investor complies with SEBI's Accredited Investor Framework.
Angel investor
A high net worth individual investing in his individual capacity or through a family office with his own funds, taking the high risk of the formative phase where VCs will not invest and banks will not lend.
Angel portfolio rule of ten
Because 90 per cent of Indian start-ups fail and 80 per cent fail within the first five years, angel investors prefer a portfolio of at least ten companies, expecting one or two to deliver exponential growth after averaging the losses in the others.
Bridge Round
Short-term financing to fund working capital requirements between two rounds of funding, provided by banks, debt funds or even venture capital funds.
Capitalization Table
The record of a start-up's shareholding on which the investor's name appears after the Shareholder Agreement and Share Subscription Agreement are signed, the cheque is handed over and the shares are allotted.
Cash Burn
The rate at which a start-up spends its cash flows for business purpose - one of the key indicators growth-monitoring software supplies to private equity deal sourcing teams.
Credit enhancement in private credit
Support given to a private credit loan beyond the primary security - shares, escrow accounts or debt service reserves - used alongside ring-fenced asset collateral where feasible.
Customer Acquisition Cost (CAC)
How much a start-up spends to acquire one customer. A very high CAC means high chances that the start-up will not be able to make profits from its operations.
Customer Lifetime Value (CLV)
The revenue a start-up earns from a customer over the life of the relationship; read against CAC it answers how much the company spends per customer to get its revenue from that person.
Deal sourcing
The process of finding new companies to invest in. It is harder in private equity because target companies are not on the public exchange list - a firm typically analyses at least 40 to 50 investee companies before making one investment.
Distressed debt financing
Debt refinancing for companies stretched for cash but still going concerns, to clear accumulated dues, reduce leverage and provide relief from restructuring or bankruptcy - usually senior loans with adequate collateral at a higher cost than a performing company would pay.
Early-stage capital
Capital to set up initial operations and basic production once the company can win customers and generate revenue - supporting product development, digital marketing, commercial manufacturing and initial customer outreach, through Pre-Series A, Series A or Series B rounds.
Equity kicker
The equity upside attached to sub-ordinated or venture debt, in the form of equity warrants, preference shares or equity at a pre-determined valuation, which moderates the cost of debt for the borrower while compensating the lender for higher risk.
Equity linked instruments
Instruments convertible into equity shares or share warrants, preference shares, and debentures compulsorily or optionally convertible into equity.
Final Investment Memorandum
Prepared once the PE fund's investment committee gives final approval; the deal team proposes a specific valuation for the acquisition, on which the start-up can still negotiate before the final agreements are signed.
Growth investing
A common private equity strategy where the investor acquires a minority stake looking to further grow the company, typically at the intersection of VC and PE where companies are still growing but may already show some profitability.
Idea versus opportunity
An idea is a concept that could be used to make money; an opportunity has proven commercial value. An idea becomes an opportunity if it can break even generally within 36 months from ideation, has a passionate and dedicated team, faces manageable risks and can forecast high gross margins.
Later-stage capital
Capital from Series C onward to scale the business - expanding into new markets and geographies, developing new product segments or acquiring companies. Investors are private equity funds and institutional investors; angels and VCs exit at this point.
Lead Investor
The investor who sources a syndicate deal, completes financial, business, operational and technological due diligence, commits his own capital to ensure skin in the game, and then approaches other accredited investors to co-invest - charging either a one-time fee or a share of profits like carried interest.
Leveraged Buy-Out (LBO)
A buyout where the acquiring company borrows funds to buy the target, taking on significant debt secured against the target company's assets, typically acquiring 51 per cent or more of share capital or voting rights. It promises a high return on investment with a smaller upfront investment.
Leveraged loans
Sub-ordinate debt financed by some private debt funds, used to fund companies that already carry a high amount of senior debt on their balance sheet, enabling stressed asset resolutions, promoter financing and LBO financing.
Liquidity indicators in deal sourcing
Signals that a company may need private equity funds - C-level employees nearing retirement or wanting an exit, expansion plans across geographies with a distributor network, rising competition creating acquisition opportunities, or existing venture capital or angel investors wanting to exit.
Management Buyout (MBO)
A common form of leveraged buyout where a group led by people in the current management buy out the majority of shares from existing shareholders and take control - used by management teams that have the expertise to operate the company in future.
Mezzanine Round
The pre-IPO round funding listing formalities - merchant bankers, legal counsels, auditors, registrar and transfer agents. Anchor investors are allotted shares at a reasonable discount to the IPO issue price, and ESOP holders can exercise and sell.
Monthly Run Rate (MRR) and Annual Run Rate (ARR)
Metrics venture capitalists use to gauge the consistency and sustainability of revenue generated by an investee company. ARR is the yearly equivalent of MRR and represents the predictable revenue generated annually.
Non-binding Letter of Intent (LOI)
Issued after successful initial due diligence, setting out the proposed investment amount, the start-up valuation and the stake - with the amount usually defined in a range rather than a specific value.
PE Fund (regulatory definition)
An AIF which invests primarily in equity or equity linked instruments or partnership interests of investee companies according to the stated objective of the fund.
Pre-seed capital
Capital provided to entrepreneurs to develop an idea - identifying a problem statement and an innovative solution, and validating that the idea is sustainable, scalable and saleable. Investors at this stage are family and friends.
Product Market Fit
Achieved when a customer liked the product or service, paid for it, and is willing to pay for it once again. It is the milestone that makes a seed-stage company investable by angels.
Real estate debt opportunity
Land purchase cannot be financed by banks under construction finance or working capital schemes, so debt AIFs fund land acquisition - usually lending to established developers through subordinate or structured debt secured by promoter shares, which are far more useful as collateral when listed.
REIT unit capital as an AIF investment
REITs are formed out of stable lease rentals from operational real estate projects, with leases typically backed by lessors of good credit rating; their unit capital may be listed or privately issued and may appreciate in value apart from providing stable income to the investing AIF.
SDI originator or sponsor duty
The originator must conduct due diligence on the target company taking assets on lease - reference checks on management and red flags in financial statements, key contracts, existing lenders, default history, compliance issues and pending litigations - to avoid default risk affecting investor returns and principal.
Secondaries market
Where friends, family and early-stage angel investors who funded Stages 1 and 2 realise their profits by selling their holdings to the new investors entering at the early stage.
Securitisation
The process in which certain types of assets are pooled so that they can be repackaged into investable securities with a pre-determined periodic income.
Securitised Debt Instrument (SDI)
A financial security created by securitising loans, listed or to-be-listed debentures and other structured financing - in effect a debt instrument created through pooling of receivables in a special purpose vehicle, repackaged into investable securities with a pre-determined periodic income. Tradable on Indian stock exchanges.
Security Receipts (SRs)
Instruments issued by Asset Reconstruction Companies registered with the RBI under the SARFAESI Act; Category II AIFs may invest in them because they are specifically categorised as Qualified Institutional Buyers for this purpose.
Seed capital
Capital to help an entrepreneur develop a validated idea into an early-stage product, funding the research and development needed to identify the right product segment, market segments and customer profiles. Investors are HNIs, angel investors or angel funds.
Serviceable Available Market (SAM)
How much of the Total Addressable Market can realistically be achieved by the investee company, based on its business model and revenue targets.
Serviceable Obtainable Market (SOM)
The percentage of the SAM that can be captured in the long run with a sustainable marketing approach. Valuation of an investee company at the venture stage depends on a high value of the SOM.
Special situation asset
Stressed loans acquirable under Clause 58 of the RBI Transfer of Loan Exposure Directions, 2021 or an IBC-approved resolution plan; Security Receipts issued by an RBI-registered ARC; and securities of investee companies in three defined stressed circumstances, two of which require a credit rating downgraded to "D" or equivalent and one a continuing default of at least ninety calendar days.
Special Situation Fund
A sub-category under Category I AIF, required to be registered as such, that invests in special situation assets in accordance with its investment objectives and may act as a resolution applicant under the Insolvency and Bankruptcy Code, 2016.
SR investment restrictions for AIFs
An AIF cannot invest in Security Receipts issued by an ARC which is its own portfolio investee company, and cannot invest in SRs that would become related party transactions by being backed by the underlying loans of its associate or group companies.
Start-up incubator
An organisation that supports pre-seed entrepreneurs with the mentorship they need and connects them with early-stage investors.
Sticky loan in venture debt
What a venture debt loan becomes when the borrower's fortunes turn - the lending AIF is left with founder shares in a distressed company which, being untraded, cannot readily be sold.
Summary of Principal Terms (SOPT)
Signed with the term sheet once the LOI is accepted; it lays down the binding and non-binding clauses on both parties. At this stage the investment has still not been made.
Syndicate
An arrangement enabling many small investors to pool funds in a Special Purpose Vehicle and participate alongside big-ticket investors; the SPV makes a single investment in the target company by subscribing to equity shares.
Total Addressable Market (TAM)
The entire market for a company's offering. The presence of competition is a good sign for investors because it validates a high TAM.
Venture capital investment
The first stage of institutional financing in an early-stage company, generally after angel funds are raised. Under the AIF Regulations such investments are made in companies offering new products, new services, technology or IP-based activities or a new business model.
Venture debt
Debt capital for high-growth start-ups as a mix with equity, bridging founder dilution before optimum valuation is reached. It has a 2-3 year contractual maturity, often carries shares or other collateral, is senior to equity, and usually carries an equity kicker; potential IRRs exceed 25 to 30 per cent.

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Original explanatory writing based on the official NISM workbook for Series XIX-D, which is published and copyrighted by NISM. Check figures against the current edition at nism.ac.in.

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