INDIA Trends and Developments Contributed by: Sidharrth Shankar and Rishabh Gupta, JSA
Deal Sophistication, Creative Structuring and Exit Strategies As capital becomes more competitive and valuations more measured, funds are leaning into sophisticated deal structuring, deeper governance engagement and proactive exit planning. The shift is not merely stylis - tic. It reflects the maturation of both capital providers and investee companies, and a shared recognition that upside also lies in how deals are constructed, not just sourced. From growth rounds to control plays A defining trend is the increasing share of control- oriented and platform-style transactions as PE funds are demonstrating an appetite for control deals, sec - tor-specific platforms and operational value creation. This shift mirrors a growing comfort among promot - ers with institutional partners, and a clear recalibration of investor appetite towards influence over strategic direction. Control transactions are no longer restricted to distress or small ticket targets. Increasingly, prof - itable, founder-led businesses are offloading signifi - cant stakes to PE funds to professionalise operations, manage succession planning or internal disputes, drive inorganic growth, or prepare for eventual list - ing. Promoters are more willing to cede control where alignment is visible, and institutional investors bring operational capability and sector experience to the table. Creative structuring and investor alignment Structuring sophistication has become a hallmark of high-quality Indian deals in 2025. The goal is increas - ingly to align incentives, manage downside risk, and accommodate diverse capital appetites. For exam - ple, representation and warranty insurance is now frequently used in competitive buyout situations to streamline negotiations, protect sellers and expe - dite closings, particularly in secondary transactions, addressing fund life and GP liability constraints. LP co-investment has also grown significantly, par - ticularly among large pensions and sovereign wealth funds, from the Middle East, North America, and South-East Asia. These LPs are seeking co-invest - ment rights alongside lead GPs, improving alignment and reducing fee drag. These co-investments are less often built into fund documentation but generally
negotiated bilaterally for large transactions. Similarly, the scale of many recent Indian deals has necessi - tated clubbing capital across multiple GPs, wealth funds or strategic investors. Club deals enable risk sharing, deepen value creation networks, and reduce concentration exposure for individual sponsors. More importantly, they foster alignment-driven underwriting, where capital partners collaborate on strategy, value levers and exit timelines. Platform investing has also come of age in India. Funds are designing sector-specific platforms, through bolt- ons or common umbrella portfolio companies, in areas such as healthcare services, food, retail, con - sumer and SaaS. Fragmented supply bases, positive externalities and economies of scale, and recurring demand patterns make these sectors ripe for roll-ups. What differentiates today’s platform strategies is the high degree of pre-planning. This includes anchoring of experienced operating CEOs, bolt-on acquisition pipelines with mapped targets in select geographies, programmatic M&A execution backed by retained legal, diligence and financing support, and shared back-office infrastructure and centralised tech stacks. Exit trends and liquidity pathways Exit strategies are becoming more structured and less reliant on opportunistic deal sourcing. In what proved to be a pivotal year for exits, 2024 saw public markets emerging as credible and scalable liquidity avenues, fuelled by relative capital markets stability and faster regulatory clearances. In 2025, sponsors are no longer treating IPOs as opportunistic windows but as core components of value realisation strategy from the get- go. Key trends include the following. • Pre-IPO Placements and Benchmarking – IPO- bound portfolio companies are leveraging pre-IPO rounds to anchor valuations, secure partial liquidity, and bring in strategic partners such as sovereigns or long-only global institutions that support the IPO narrative. In 2024 and 2025, several unicorns and late-stage growth companies raised substantial pre-IPO capital from marquee PE investors, some - times at valuations exceeding their eventual IPO pricing, signalling both the depth and risk appetite of global capital for Indian stories.
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