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Deal or no deal: Venture capital and its prospects in India

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The venture capital in India has come of age in the last decade. India has emerged as the third-largest startup ecosystem—both in terms of volume of transactions and number of investments—with 114 unicorns. While the last two years have been very tough for startups, the overall investment climate in India has remained vibrant and promising despite a chilling funding winter.

The funding winter has had a profound impact on the way the deals are being closed in India. It changed everything in the life cycle of a transaction, be it the deal flow, deal structures, complexity, and timelines.

In the aftermath of the crash in valuations, investors have become very cautious, which has impacted each stage of a VC transaction—from valuations to diligence, management rights for supervision of the business, and post-closing oversight of operations. All these factors led to the transactions becoming more complex and closure more time-consuming.

 

With the drop in valuations, there was a huge gap in the expectations of the founders regarding valuation and the VC’s assessments of the valuations of the startups.

A deal cannot be made unless the gap in valuations is bridged. Accordingly, the parties started to negotiate complex methods to determine the valuations and such methods will sometimes mean that the transaction will be closed without fixing the exact valuation and will depend on conditions to be fulfilled in the future. Investors used innovative methods to fix valuations with a significant focus on actual performance and achievement of projected revenues or earnings. Sometimes, the valuations are not only linked to earnings but also to the diversification of markets or customers or the development/registration of intellectual property rights to secure future growth.

It is not easy in India to fill the valuation gaps just by issuing convertible instruments to investors and may involve the issuance of additional ESOPs/MSOPs to founders with complex vesting schedules and conditions. 

 

Sometimes, even if the valuations are low, startups may raise funding as a matter of survival in tough times. A down-round financing (ie, raising funding at a lower valuation than the previous round) may trigger anti-dilution rights of the existing investors. The anti-dilution provisions provide existing investors an adjustment to their entry price so that they are not impacted by the down-round financing. This requires the shareholding of the existing investors to be realigned before the new funding round. Accordingly, a transaction would not only involve heavy commercial negotiations with new investors, but a commercial agreement with the existing investors as well to align their effective shareholding.

Investor

In an uncertain environment, it is not uncommon for investors to push creative and innovative liquidation preference terms. Instead of the conventional provisions, which usually guarantee a return equivalent to their investment or a pro-rata share of liquidation proceeds based on ownership stakes, the investors are now suggesting more complex formulae and conditions for the distribution of liquidation proceeds.

Further, investors are seeking investor protection matters or veto matters that will necessarily require their consent, especially around the protection of the value of the company at the time of exit by the investors. In critical times, investors have been very careful with the information and inspection rights. They are also more focused on compliance and data privacy, and paying closer attention to the fulfillment of conditions that have come to light during diligence. The due diligence process and approach have also become more stringent.   

Despite the funding winter, the financial markets in India have done significantly better than their peers the world over, with Nifty and Sensex soaring to unprecedented heights. This has led to some large and successful IPOs that have provided exit to investors.

The scramble to list in India is so immense that some of the startups that had been held from abroad are trying to reverse their holding structures in India to get listed. While reverse flip involves heavy costs and tax leakages, the Indian markets are offering significant valuation premiums and brand recalls in comparison to other jurisdictions and startups are willing to pay the price. Apart from the costs and taxes, the reverse flip may involve navigating stringent regulatory restrictions. For example, for participation in an offer for sale as part of an IPO, the offering shareholder must hold the shares for a minimum period of one year before the IPO. Any reverse merger through a court with its offshore holding company is a time-consuming process that will require the approval of the Reserve Bank of India.  

Nevertheless, India is expected to continue to provide an excellent ground to the VC ecosystem. India, with its demographic advantage of a young population, provides a vast market that no one can afford to ignore. Also, India is expected to grow rapidly with a stable government and consistent policies. India also hasn’t suffered significantly from the post-pandemic economic and monetary instability and even from the ongoing geo-political tensions. While these issues have impacted economies across the globe, India is expected to benefit from supply-chain disruptions.

Accordingly, investors are cautiously optimistic, focusing on identifying and backing startups that have the potential to navigate the challenging environment and emerge as market leaders. As we look ahead, the venture capital landscape in India is likely to reach even greater heights.

(Manvinder Singh is Partner at JSA Advocates & Solicitors.)

(Disclaimer: The views and opinions expressed in this article are those of the author and do not necessarily reflect the views of YourStory.)





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Prodigy Finance secures $310M financing from DFC

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Prodigy Finance, a global higher education finance company, has secured financing of up to $310 million with a funding commitment from the US International Development Finance Corporation (DFC).

This latest financing, building on the previous partnership with DFC, prioritises social impact with a minimum financing threshold of 30% for women and 50% for individuals from low- and lower-middle-income countries, it said in a statement.

“Together, we are empowering a new generation of global leaders to unlock opportunities that shape a brighter future,” said Prodigy Finance Chief Financial Officer Neha Sethi.

The higher education finance company’s borderless lending model allows students to apply for loans based on their future earning potential rather than their current circumstances or credit history.

Since its founding in 2007, the international student lender has enabled over 43,000 postgraduate master’s students to attend top universities, disbursing over $2.3 billion in funding to students from more than 150 countries.

Sonal Kapoor, Global Chief Commercial Officer of Prodigy Finance, told YourStory that India is its core market and has the largest share of its funding.

According to the Prodigy Finance 2022 Impact Report, students reported that the company’s loan helped them to pursue their dream career (91%), achieve success in their personal life (83%), and at least double their salary (74%).

In September, Prodigy Finance launched a $30 million blended finance programme in collaboration with The Standard Bank of South Africa Limited and Allan & Gill Gray Philanthropies.





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Swiggy IPO: Retail portion subscribed 84%, overall 35% shares allotted

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Food delivery and quick commerce platform Swiggy’s Initial Public Offering (IPO) was subscribed only 35% on the second day of bidding as broader market indices slipped in red. 

Sriharsha Majety-led Swiggy witnessed the quota reserved for employees being subscribed 1.15 times by the end of bidding on the second day. Retail investors subscribed to 84% of the shares. 

According to data from the Bombay Stock Exchange (BSE), non-institutional investors purchased 14% of their allocated shares, and qualified institutional buyers’ (QIBs) part was booked at 28%.  

As of the second day, Swiggy’s IPO received bids for 5.57 crore shares, amounting to 35% of the total issue size. The issue was subscribed 12% on day one.

Swiggy, which is set to list on Indian stock markets on November 13, initially aimed for a valuation of approximately $15 billion, but later updated its RHP to seek a valuation of around Rs 87,000 crore or about $11.3 billion at the upper price band. 

“Swiggy’s decision to lower its valuation leaves some upside room for the investors, we still recommend an AVOID recommendation to this issue due to the “reported negative” cash flows and ongoing losses, alongside a slightly high valuation of 7.7x FY24 price-to-sales,” noted Aditya Birla Money in a research report dated Nov 4. 

It raised nearly Rs 5,085 crore (about $605 million) from anchor investors, which included life insurance and mutual fund arms of HDFC, ICICI, and SBI. The anchor book, which witnessed participation from over 75 key domestic mutual funds, also saw bids from global mutual fund investors like Astrone Capital, Fidelity, and Blackrock.

Swiggy plans to raise close to Rs 11,700 crore in its IPO which will include fresh issue of 11.54 crore equity shares along with an offer for sale (OFS) of  17.51 crore equity share by existing stakeholders. It has set IPO price band at Rs 371- Rs 390.





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Northern Arc secures $65M debt commitment for maiden climate fund

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Northern Arc has raised $65 million in debt commitments for its maiden Climate Fund, through its fund management arm, Northern Arc Investments IFSC Trust.

The debt commitments include $50 million from the United States International Development Finance Corp (DFC) and $15 million from the official Development Bank of the Republic of Austria, OeEB, it said in a statement on Thursday.

The non-banking financial institution’s (NBFC) fund aims to address critical funding gaps of growth stage startups in the solar energy, e-mobility, sustainable agriculture, and circular economy spaces.

“The significant investment from DFC and OeEB reinforces our ongoing commitment to revolutionise climate finance and transform the financial landscape for all households and businesses in India. By channelling these funds into green projects across our focus sectors of MSME, affordable housing, vehicle finance, agriculture finance, microfinance, and consumer finance, we aim to create a cascading effect that promotes sustainable development,” said Ashish Mehrotra, Managing Director and CEO, Northern Arc.

In October, the company launched its performing credit AIF fund (Category II), ‘Finserv Fund’, through its subsidiary Northern Arc Investment Managers (NAIM).

The fund aims to raise a target corpus of Rs 1,500 crore, including a greenshoe option of Rs 500 crore.

Northern Arc has assets under management (AUM) worth Rs 15,121 crore through its balance sheets and active AIF funds, as of September 30. It is backed by investors such as Sumitomo Mitsui Banking Corporation, LeapFrog, and 360 ONE, among others.





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