Lenders Law

For years, Indian startups set up holding companies abroad — commonly in Singapore or the US — to access global venture capital, enable easier exits, and leverage favorable regulations. However, a new trend is emerging: reverse flipping , where startups shift their headquarters back to India . This strategic move is driven by several factors. Why Startups Are Opting for Reverse Flipping IPO Readiness in Indian Markets: Simplifies compliance, reporting, and regulatory approvals for domestic IPOs. Access to Domestic Capital: Indian VCs and institutional investors increasingly prefer companies with a domestic presence. Policy Reforms (MCA/RBI): Regulatory clarity has reduced barriers to reverse flipping. Strategic Alignment: Being India-domiciled strengthens relationships with domestic customers, investors, and partners. Reverse flipping is no longer just a strategic option — it’s becoming a mainstream approach for startups preparing f...

CAT-II vs CAT-III AIFs S. No. Criteria Category II AIF Category III AIF 1 Investment Limit Accredited investors can invest up to 50% of investable funds in an investee company. Limit is 20% of investable funds in an investee company. 2 Tenure Close-ended, minimum 3 years. Open-ended or close-ended. 3 Investment Focus Primarily unlisted securities and/or listed debt rated ‘A’ or below. Listed/unlisted securities, derivatives, other AIFs, structured products, commodities, CDS. 4 Leverage Not permitted. Permitted up to 2x NAV through derivatives/borrowing. 5 Valuation Independent valuer once a year. NAV disclosure quarterly (close-ended) / monthly (open-ended). ...

On July 29, 2025, RBI released "Investment in AIF Directions, 2025" —applicable to NBFCs and other Regulated Entities (REs). A closer legal look reveals a strong regulatory intent: curb indirect evergreening and tighten capital discipline. Key highlights: 1️⃣ 10% Cap per RE & 20% Collective Cap across all REs in an AIF scheme. 2️⃣ If an RE contributes >5% to an AIF that makes non-equity investments in RE’s own debtor company, RE must make 100% provision to the extent of its proportionate indirect exposure. 3️⃣ If an RE subscribes to subordinated units of an AIF, the investment must be entirely deducted from capital funds (Tier-1 & Tier-2). 🔍 Legal and compliance teams at NBFCs must now revisit: - Their AIF investment approval matrices; - Existing exposures vis-à-vis related-party/indirect lending; - Tier-1 capital impact under the revised approach. This is not just a compliance update — it’s a strategic recalibration of how structured exposure via AIFs is view...