INDIA Trends and Developments Contributed by: Tanmay Patnaik, Raj Chheda and Eisha Singh, Trilegal
Timing compounds the problem. A restructuring undertaken at least a year before the DRHP filing offers considerably greater flexibility. Share transfers between the DRHP stage and Red Herring Prospectus (RHP), the updated offer document filed closer to the actual listing, are subject to tighter restrictions and may require updates to the offer documents and dis - closures already made to SEBI. For families approach - ing an IPO, this planning window is often narrower than they expect. Advisers are often approached only six to nine months before the anticipated DRHP filing, sometimes later, by which point, it is often too late to achieve the full range of structural objectives. The conversation about trust architecture needs to begin as soon as an IPO becomes a realistic possibility, not as a final step before listing. Governance maturity as a precondition for raising capital The pre-IPO trust is only one dimension of a broader shift. Promoter families approaching public markets, or seeking private equity investment, are increasingly being asked to demonstrate governance maturity as a condition of institutional confidence. Clean owner - ship structures are now expected to be supported by documented governance frameworks covering intra- family disputes, board representation, dividend policy and exit rights. The market’s growing focus on succession planning illustrates this shift. A recent survey (PwC Family Business Survey 2026) revealed that 36% of Indian family businesses have no clear succession plan, and 52% cite senior-generation resistance to next- generation readiness as a barrier. Investors are plac - ing greater emphasis on transition preparedness, and the absence of a credible succession framework can influence perceptions of stability, continuity and long- term value. In response, many promoter families are adopting more formal governance frameworks: inter-se share - holders’ agreements, bespoke constitutional docu - ments, family arrangements and family constitutions, all integrated with their trust and wealth-holding structures. Thoughtfully designed, these frameworks address succession, separate ownership from man - agement, establish clear rules for family participation
in the business, and provide mechanisms for man - aging disputes and the interests of non-active family members. While large transactions tend to attract public atten - tion, the less visible restructurings are more telling: mid-sized promoter families resolving a three-branch shareholding dispute through a family arrangement ahead of a DRHP filing, or a second-generation busi - ness separating its operating and investment arms through distinct governance structures prior to engag - ing with strategic investors. Governance is no longer an internal family matter. It is now a prerequisite for accessing institutional capital, and a threshold con - sideration for investors evaluating family businesses. The internationalisation of Indian wealth The internationalisation of Indian wealth is, at its core, an evolution of affluent families reaching beyond India’s borders: an ambition to build global lives and businesses, a conscious hedge against rupee depre - ciation, and a desire to diversify wealth across multiple currencies and legal systems. It is not unusual today for a single family to have its operating business in India, a wealth-holding structure in Singapore, real estate in Dubai, children on F-1 visas in the United States, and a matriarch holding a UK non-dom status that has just been fundamentally restructured. At the same time, resident families are increasingly seek - ing to build overseas investment portfolios within the bounds of India’s exchange control regime, driven by concern about the erosion of their rupee-denominated wealth. ESOP and RSU wealth : global in creation , constrained in planning One of the most under-appreciated private wealth planning challenges concerns a growing category of assets: equity compensation, ie, Employee Stock Options Plans (ESOPs), Restricted Stock Units (RSUs), carried interests, and listed shares in foreign companies, held by Indian residents currently or for - merly employed by multinational corporations. The scale of this phenomenon is significant. India’s technology, finance and professional services sec - tors have produced a generation of senior executives and founders who have accumulated wealth through
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