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Tag: Indian Startups

  • From Shark Tank India to ₹9.69 Crore: The Nestroots Story of Design, IP, and Growth

    Comfort, style, and a dash of individuality come to the mind when one think of home. It seems like an industry that is never out of style. So Nestroots’s Shark Tank arrival and carving a name for itself in India’s thriving direct-to-consumer market seemed obvious. And they did so by concentrating on the junction of reasonably priced yet stylish kitchen essentials and home décor.

    When Chhavi shared her story of transitioning from a corporate professional to creating a brand that embodies her own passion for décor on Shark Tank India (Season 2), the company made an impression. According to Indian Startup News, Nestroots obtained a 2% equity investment of Rs 50 Lakh from Namita Thapar of Emcure Pharma and gained recognition and credibility from the pitch. Customers viewed it as a brand with ambition and design roots rather than just another online vendor.

    What was unique about it? Its unique selling point is the way it strikes a balance between affordability and aspirational design. Nestroots positioned itself in the “premium-affordable” décor market, which is a sweet spot for urban middle-class consumers who want their homes to look Pinterest-worthy without breaking the bank, rather than concentrating only on luxury or mass-market plastic.

    Intellectual Property (IP) Portfolio

    For a brand in home and lifestyle, IP is not optional but it’s survival. From names and logos to designs and product lines, every element of Nestroots’ identity must be protected in a market where imitation is common.

    Here’s what the filings show:

    Word MarkApp. No.ClassFiling DateProprietorStatusValid UptoGoods & Services
    NESTROOTS36201762424/08/2017Chhavi SinghRegistered24/08/2027Mattress covers, cushion covers, furnishing fabrics, curtains, table covers, bed sheets, pillowcases, blankets, quilts, table & bath linen
    NESTROOTS44158792022/01/2020ChhaviRegistered22/01/2030Furniture, mirrors, picture frames, serveware, kitchen & dining, cutlery, showpieces, goods of wood, cane, wicker, plastics
    NESTROOTS60751592121/08/2023ADC Brands Pvt. Ltd.Registered21/08/2033Household items, kitchen utensils

    This portfolio covers three crucial categories:

    • Class 24: Fabrics & linens (soft furnishings).
    • Class 20: Furniture & décor (core business).
    • Class 21: Kitchenware & household utensils (fast-moving consumer goods).

    Together, this gives Nestroots a defensive moat across its product range. No competitor can casually use the “Nestroots” brand in home décor, furniture, or kitchen tools without risking infringement.

    On the copyright side, Nestroots owns rights over its product photography, catalogues, digital creatives, and product descriptions. For unique design, say, a specially carved wooden serveware item or patterned furniture, it could even explore design registrations, though these are typically underutilised in India.

    Why IP Matters for Nestroots

    The home & kitchen space is notorious for copycats. A design uploaded today can be copied by a small seller and sold at a cheaper price tomorrow. So by owning IP across classes 20, 21, and 24, Nestroots protects its branding, customer trust, and investor appeal. IP isn’t just legal paperwork, it’s a signal to consumers that they are buying the original.

    Business Contracts They Likely Use

    A company like Nestroots operates on multiple fronts, like manufacturing, sourcing, retail partnerships, e-commerce, and each layer requires contracts. Among the most important are:

    • Manufacturing and Supplier Agreements: Since products come into contact with food and are used at home, quality control is essential. Consistent standards and uniformity, are guaranteed by these contracts.
    • E-commerce Platform Agreements: Listing with Pepperfry, Amazon, Flipkart, Myntra, and other such online sellers is a must for any business. Thus, liabilities, returns, and commissions must all be negotiated.
    • Employment Contracts: From warehouse staff to designers, clear terms on confidentiality and non-compete clauses protect proprietary designs.
    • Marketing and Influencer Partnerships: Working together with influencers or décor bloggers for product promotion or collaboration, needs terms and conditions to be defined well.
    • Franchise or Retail Agreements: If they expand offline into stores, revenue-sharing contracts will matter.
    • Lease Agreements: Warehouses, office space, or studio rentals.
    • Shareholder Agreements: With ADC Brands Pvt. Ltd. now holding trademarks, corporate structuring contracts define ownership and future exits.

    Without these contracts, operational chaos can quickly snowball into a financial or reputational disaster.

    Due Diligence: Diving Deep

    For any investors or partners, due diligence in Nestroots would entail peering under the bonnet to check if the brand is as formidable as it appears in public.

    Corporate Structure

    • Company: ADC Brands Pvt. Ltd. (CIN: U52520DL2021PTC380429)
    • Incorporated: 20 April 2021, registered in Delhi.
    • Status: Active, latest AGM on 30 Sept 2023.
    • Age: 4 years (young but stable).

    Ownership & Filings

    • Check if founder Chhavi Singh remains a promoter, and what percentage equity she holds.
    • Cross-verify ROC filings for changes in shareholding after Shark Tank and later funding.

    IP Portfolio

    • Make sure all three trademarks (3620176, 4415879, 6075159) are renewed and active.
    • Verify if there are any oppositions or infringement notices.
    • Double-check the assignment from Chhavi (sole proprietor) to ADC Brands Pvt. Ltd.

    Financial Due Diligence

    • Revenue as of March 31, 2024, was ₹9.69 crore.
    • Investors will look at YoY growth, gross margins, return rates, and SKU contribution.
    • Important question: Can Nestroots get bigger from a niche premium décor brand to a household name without burning cash?

    Regulatory & Compliance

    • GST registrations should be up to date.
    • Consumer protection compliance, particularly on product safety, return/refund policies.
    • Labour law compliance for warehouse and manufacturing personnel.
    • Import/export documents (if importing internationally).

    Risk Assessment

    • Intense competition in the home & kitchen category, such as Amazon Basics, Ikea, and local unbranded vendors.
    • Design copying risk from lower-priced brands.
    • Excessive reliance on online. If Flipkart/Amazon algorithms change, visibility may suffer.

    For an interested shark or VC, due diligence makes them not fall into stealth traps such as unpaid GST, unsecured IP, or supply chain vulnerabilities.

    Key Legal & Business Lessons

    Nestroots’ trajectory unveils several strong takeaways for Indian startups:

    Register Trademarks Early, and in Several Classes

    Chhavi Singh registered Class 24 (fabrics) back in 2017, many years before Nestroots became a household name. Subsequent registrations in 2020 and 2023 covered furniture and kitchenware. That vision has the brand’s future categories safeguarded.

    Corporate Structuring Makes a Difference

    Shifting to ADC Brands Pvt. Ltd. formalized the enterprise, transforming it into an investment-worthy company. Scale startups need to leave founder-owned enterprises behind and transition to correct corporate entities.

    Contracts Protect Growth

    From vendors to influencers, contractual agreements avoid conflicts. In lifestyle and décor brands, a single batch of defective products can dent the image. Legal contracts inject accountability.

    Due Diligence Fosters Investor Trust

    Sharks and VCs desire to see clean IP, transparent accounting, and compliance. For Nestroots, the display of valid trademarks, clear corporate records, and regulatory compliance forms the core of raising larger rounds.

    Competition Will Copy: Your Brand Must Defend

    In homeware, design copying is the norm. What makes you unique isn’t a product but it’s a legally registered brand. A copied table design will be forgiven by consumers, but they will always look for the original Nestroots experience.

    Conclusion

    Nestroots is more than just a décor startup; it’s a prime example of how a founder’s idea, supported by prompt legal action, can build a strong brand in a competitive market. It has established the framework for scale by registering trademarks in various classes, incorporating as a legitimate business, and generating consistently increasing revenues (₹9.69 crore FY24).

    The lesson for other business owners is obvious: being legally prepared is an investment, not a cost. Contracts, due diligence, and IP filings are more than just paperwork; they are barriers that let innovation and business thrive without worrying about copying or collapsing.

    Nestroots is positioned as a company that comprehends not only the art of design but also the science of law and business, which is important given the continued growth of the home décor market in India.

    Author Details-Apoorva Lamba (3rd Year Student, Madhav Mahavidyalya, Jiwaji University, Gwalior)

  • Inside Skippi Ice Pops: How IP Strategy Turned Nostalgia into a National Brand

    Sometimes the simplest of childhood memories can spark a million-dollar business. That’s exactly what happened with Ravi and Anuja Kabra, the husband-wife duo behind Skippi Ice Pops.

    If you grew up in India in the 80s, 90s, or even early 2000s, you probably remember those colourful ice pops sold outside schools, in playgrounds, or by your local shopkeeper. They were cheap, fun, and yet refreshing. But they were also unbranded, often unhygienic, and inconsistent in quality. Over the years, they quietly disappeared from the mainstream. In nostalgia, the Kabras saw a chance. They transformed the common ice pop into a branded, hygienically packaged, and safe product that would appeal to both parents and kids. Thus, Kabra Global Products Pvt. Ltd., the parent company of Skippi Ice Pops, was established.

    Their big moment came in Shark Tank India Season 1 (2021), where they pitched as the first-ever ice popsicle brand on the show. What made their pitch legendary was that they became the first company to bag investment from all five Sharks. They were valued at ₹1 crore for 15% equity. The Sharks were sold on the simplicity of the idea, the nostalgia factor, and most importantly, on their clarity of execution. Skippi’s USP is simple but powerful:

    • Branded, hygienic, FSSAI-approved ice pops.
    • Scalable and reasonably priced in India’s hot climate; 
    • Kid-friendly flavours and packaging.

    They revived a long-forgotten classic in a market dominated by ice cream and colas, but this time they focused on compliance and branding.

    Portfolio of Intellectual Property (IP)

    Using intellectual property filings to safeguard their packaging and brand name was one of Skippi’s best early decisions. In FMCG, branding is everything. Without IP, anyone could copy the name, replicate the colours, and ride on your marketing spend. Here’s a quick look at their IP filings:

    TrademarkClassDescriptionApplication No.DateProprietorStatus
    Skippi Ice Pops (Wordmark)35Wholesale and retail services related to ice pops491655122 Mar 2021Kabra Global Products Pvt. Ltd.Registered
    Skippi (Logo + Label)30Flavoured ice pops, ice cream, confectionery491654822 Mar 2021Kabra Global Products Pvt. Ltd.Registered
    Skippi Ice Pops (Device)30Frozen desserts & ice pops491654922 Mar 2021Kabra Global Products Pvt. Ltd.Registered

    What this means is:

    • Class 30 covers food products (ice pops, frozen desserts).
    • Class 35 covers retail and wholesale services.

    So not only is the name “Skippi Ice Pops” legally theirs, but also the retail service under which it is sold. While trademarks protect the brand, copyrights protect the creatives. Skippi holds copyrights in:

    • It’s vibrant packaging designs.
    • Marketing jingles, product images, and digital campaigns.
    • Design and Patent Potential

    Their tube-format stickless packaging is registered as a distinct design to stop competitors from replicating its packaging with its mascot and distinctive appearance. But their recipes cannot be patented because ice pops are not novel.

    Why IP matters for Skippi:

    In a low-barrier FMCG space, strong IP ensures customer trust and deters copycats. Imagine if multiple small players started selling “Skippi-style” popsicles without IP protection, the brand would lose exclusivity. The Kabras were therefore smart enough to secure their brand name before going on to Shark Tank as it reassured the Sharks as well.

    Business Contracts They Likely Use

    Beneath the colourful packaging and whimsical branding is a web of legally binding contracts that run the business safely and effectively.

    • Supplier Contracts: Skippi requires a steady supply of high-quality raw materials like fruit concentrates, purified water, sugar, and those unique plastic tubes. Contracts with their suppliers secure prices and fluctuations, quality levels, and delivery timelines. This is so that each pop is exactly the same and quality-controlled.
    • Distribution and Franchise Agreements: To reach a freezer in your vicinity, Skippi uses an extensive system of distributors. These agreements cover territories, margins, and delivery duties. They have agreements with malls, and big retail chains for exclusive outlets which are covered here as well.
    • Work Agreements: From factory food technologists to sales representatives in the field, explicit work agreements spell out responsibilities, confidentiality terms (to secure recipes and processes), and terms of association.
    • Service Contracts: Associations with delivery behemoths such as SwiggyInstamart and Zomato, and with e-commerce players such as Amazon and Flipkart, are regulated by comprehensive service contracts including logistics, commission, and liability.
    • The Shareholders’ Agreement (SHA): This is probably the most important contract after Shark Tank. The SHA formally commits the agreement to law with the five Sharks. It specifies their rights, profit allocation, governance, and exit strategies. It’s the quintessential rulebook for their investor-founder partnership.

    Due Diligence

    When they would have written that cheque for ₹1 crore, the Sharks and their lawyers would have done intensive due diligence. It is a check-up of a business in medical terms, and for an FMCG business, it’s exhaustive. A standard due diligence process in case of Skippi would involve:

    • Verification of Corporate Structure: Verify that Kabra Global Products Pvt. Ltd. (CIN: U15400MH2016PTC288650) is structured and if it is registered correctly.
    • IP Audit: Ensuring the “Skippi” trademarks were properly filed and provided strong protection. That was a priority.
    • Regulatory Compliance: This is gigantic in the food sector. They would have checked the FSSAI license and made sure all the manufacturing units strictly complied with hygiene and labelling standards. Any single infraction can cause huge recalls and reputation loss.
    • Contract Review: Reviewing the current agreements with suppliers and distributors to make sure they were equitable and would not create issues with expansion.
    • Financial Health: Reviewing sales data, profit margins, and cash flow to confirm the staggering growth numbers outlined in the pitch.

    This attentiveness was important because the Sharks were investing in a brand. Anything undone in the legal or regulatory underpinning could have dissolved their investment more quickly than an ice pop on a hot day.

    Key Legal & Business Lessons

    Other start-ups can learn a few things from Skippi’s journey:

    • Early IP filing. Prior to Shark Tank airing, in March 2021, Skippi filed its trademarks. This one action guaranteed their brand ownership and stopped copycats from profiting.
    • Possess written agreements. Handshake deals are insufficient for FMCG businesses. Clear, detailed agreements are necessary for distributors, suppliers, and employees. Credibility is increased by compliance. FSSAI compliance is essential to the survival of food start-ups; it is not an option. Skippi marketed itself as a brand that is clean, safe, and endorsed by parents.
    • Investment is earned through due diligence. The Sharks invested in a business that had done its legal research, not just in nostalgia.
    • Power is equal to nostalgia plus trust. Skippi established a niche by bringing back fond childhood memories while maintaining brand safety and hygiene.

    Conclusion

    Skippi Ice Pops proves that innovation doesn’t always mean inventing something new; it can mean bringing back something old in a smarter, safer, and more marketable way.

    From unbranded street-side popsicles to an organised FMCG brand backed by five Sharks, Skippi shows how legal strategy and brand protection are just as important as product innovation. For entrepreneurs, the message is clear:

    • Build nostalgia or emotion into your brand.
    • Secure it with IP.
    • Scale it with contracts and compliance.

    Skippi’s story serves as a reminder that sometimes the most endearing ventures are based on early memories that are bolstered by investor confidence and legal protection.

    Author Details-Apoorva Lamba(3rd Year Student, Madhav Mahavidyalya, Jiwaji University, Gwalior)

  • InACan: The Indian Startup Mixing Innovation, IP, and Convenience in a Can

    What if you could open your fridge and pull out a perfectly crafted cocktail? No fuss of a bartender, muddler, measuring, or mess? That’s exactly the experience InACan set out to create.

    The story begins with Sameer Mirajkar and Viraj Rajendra Sawant, two friends who wanted to break down the barrier between everyday life and premium cocktails. For them, it wasn’t just about alcohol; it was about giving people a slice of the “bar experience” wherever they were, be it at home, on a road trip, or at a house party.

    But vision alone wasn’t enough. To bring it to life, they needed a master of the craft. Enter Varun Sudhakar, a veteran of the craft whose hands had shaped countless cocktails behind some of the country’s busiest counters. Together, the trio didn’t just build a product; they built a journey. Nine months, 15,000 kilometres of road travel, and endless hours of experimentation later, they had their answer: InACan.

    Intellectual Property (IP) Portfolio

    The brand launched with five variations of cocktails, packaged in sleek cans that felt just as premium as the drinks inside. From Mojitos to Cosmopolitans, each sip promised the same balance and consistency that you’d expect from a high-end bar. And perhaps that’s why InACan instantly stood out as a carefully engineered experience.

    And when you’re building a brand in such a competitive space, IP protection isn’t a luxury, but it’s survival. InACan understood this from the beginning and moved quickly to secure its most valuable asset: its name.

    Here’s what their trademark portfolio looks like:

    Word MarkApplication No.ClassDate of ApplicationProprietorStatusValid UptoDescription
    INACAN48526213206/02/2021Sameer MirajkarRegistered06/02/2031Ready-to-drink non-alcoholic beverages
    INACAN48526223306/02/2021Sameer MirajkarRegistered06/02/2031Ready-to-drink alcoholic beverages

    This dual-class filing is strategic genius. Mocktails (Class 32) and alcoholic cocktails (Class 33) are both protected by it. Therefore, InACan’s brand identity is protected regardless of whether they are selling to partygoers or teetotallers.

    Beyond trademarks, the packaging design, those instantly recognisable cans are another soft IP that adds to their brand value. While not formally registered as a design yet, it’s an area ripe for protection in the future. And let’s not forget their semi-automatic can seamer machine. If unique enough, this innovation could even be eligible for a design registration or utility patent.

    Why does this matter? Because in beverages, customers buy the brand as much as they buy the liquid inside. If someone else launches “Ina-Can” tomorrow with confusingly similar packaging, the damage would be irreparable without strong IP protection.

    Business Contracts: They Probably Employ

    Behind each can of Mojito or Cosmopolitan, there is an entire universe of contracts keeping the business in place. For InACan, these probably consist of:

    1. Supplier Contracts – For spirits, mixers, fruit extracts, and packaging. One poor batch of ingredients can ruin brand trust, so these must have rigorous quality clauses.
    2. Manufacturing Agreements – In the event that production is outsourced, the agreements must ensure consistency, hygiene, and adherence to excise norms.
    3. Distribution Contracts – Alcohol distribution in India is controlled by the State Governments. Thus, InACan must have watertight contracts with wholesalers and modern retail chains.
    4. Employment Contracts – For all, from marketing teams to R&D personnel. Due to the premium positioning, employee confidentiality and non-compete clauses become imperative.
    5. Marketing & Influencer Agreements – As the business is lifestyle-driven, influencer collaborations are strong but also legally hazardous if expectations are not documented.
    6. Consultancy Agreements– For FSSAI consultants, excise law consultants, and compliance consultants.
    7. Future Licensing/Franchising Agreements – If they scale up to physical cocktail lounges or kiosks, contracts will determine revenue-sharing, branding rights, and such.

    In essence, every contract serves as a safety net, averting conflicts before they arise. They also guarantee seamless operations in a legally delicate sector.

    Due Diligence

    Now, picture it as a Shark or any investor evaluating InACan. What would they look for before writing a cheque? Due diligence is necessary in this situation.

    • Corporate Structure: InACan operates under RM Beverages Private Limited (CIN: U15540PN2022PTC214999), registered in Pune in 2022. With an authorised capital of ₹60 lakh and a paid-up capital of about ₹27 lakh, the company is still in its early but promising growth stage. Its FY 2023 revenue was around $202K or ₹1.6 crores, a healthy start for such a niche product.
    • Governance & Directors: The founders, Sameer Mirajkar and Viraj Sawant, are listed as directors and occupy executive roles. Through the most recent AGM in December 2023, MCA compliance and timely AGM filings were maintained. This is one of the ways the company shows its compliance standards.
    • IP Audit: It is crucial to confirm that the Class 32 and Class 33 marks are also being actively used in addition to being registered. Because they might be open to imitation if they don’t comply or submit an IP filing.
    • Regulatory Compliance: Alcohol is an Indian legal minefield. So, InACan must hold:
      • FSSAI licences for food safety.
      • Excise approvals for alcohol manufacture and sale.
      • GST registrations.
      • Labelling compliance, like alcohol content, batch numbers, health warnings, and such.
    • Contracts Check: Reviewing distributor and supplier agreements to ensure no clauses could cripple future expansion, like exclusivity traps.
    • For investors, this process isn’t red tape; it’s insurance. A lapse in excise compliance could mean a state-wide ban on sales. A weak supplier contract could cause stock-outs. Due diligence, then, guarantees that investors are placing their money on a company that is both innovative and compliant with the law.

    Key Legal & Business Lessons

    InACan’s journey offers a playbook for other startups:

    • Think Ahead with IP – Filing in both alcoholic and non-alcoholic classes shows foresight. Too many startups wait until they’re bigger to think about trademarks, and by then, it’s often too late.
    • Contracts Are Quiet Heroes – Consumers never see them, but contracts decide whether your supply chain runs smoothly or collapses overnight.
    • Regulation Isn’t Optional – In food and beverage, compliance is survival. Skipping licences or excise filings is like playing Jenga with your business.
    • Due Diligence Builds Investor Trust – No Shark (or VC) will invest unless the legal house is in order. Strong contracts, IP filings, and spotless MCA records all engender trust.
    • Convenience Is King – At its core, InACan proves that consumers crave products that combine quality with accessibility. That’s a lesson that cuts across industries.

    Conclusion

    InACan isn’t just selling cocktails, it’s selling moments. A Cosmopolitan on a Friday night without a trip to the bar. A Mojito at a house party without worrying about mint leaves. Convenience wrapped in consistency, delivered in a can.

    A well-constructed legal and business foundation, however, is just as significant as the flavour and fizz. Innovation plus protection is what makes a startup, as InACan exemplifies by securing dual trademarks, negotiating strong contracts, and guaranteeing adherence to India’s intricate alcohol regulations.

    As India’s drinking culture evolves, and as consumers demand premium experiences in simpler formats, InACan is perfectly placed to lead. For entrepreneurs, the lesson is clear: protect your brand, lock down your contracts, stay compliant, and let your product shine.

    Because in the end, the real recipe for success is equal parts creativity and compliance.

    Author Details- Apoorva Lamba (3rd Year Student, Madhav Mahavidyalya, Jiwaji University, Gwalior)

  • HOW INDIAN STARTUPS USE OFFSHORE ENTITIES BEFORE RETURNING HOME FOR AN IPO

    INTRODUCTION

    The past decade has marked a significant evolution in the Indian startup ecosystem, which now stands as the third largest in the world. With over 100,000 startups and more than 100 unicorns, Indian startups are increasingly competing on the global stage. In their early stages, many founders chose to incorporate offshoremainly in jurisdictions like Delaware or DIFCto attract international investors, simplify compliance, and access global capital.

    However, this trend is gradually shifting. As SEBI IPO guidelines become more startup-friendly and Indian stock markets experience record retail participation, a growing number of companies are now choosing to reverse-flip and establish a more straightforward onshore company structure in India. This is especially relevant for those preparing for an IPO in India, where regulatory clarity and investor interest are stronger than ever.

    This article explores why startups incorporate offshore, the emerging trend of onshoring, how regulatory reforms are enabling this shift, and ultimately, how to take a company public in Indiacovering the advantages, trade-offs, and latest developments shaping the future of Indian entrepreneurship.

    INDIAN STARTUP ECOSYSTEM

    India is the third-largest startup ecosystem globally, with over 100,000 startups and more than 100 unicorns. Early-stage startups often incorporated offshore (in Delaware or DIFC) to attract global investors and simplify compliance.

    However, with SEBI IPO guidelines becoming more startup-friendly and Indian stock markets seeing record participation, many startups are now reverse-flipping back to India.

    In 2024, Ernst and Young reported a preference from their clients for a simply structured Indian entity, reflecting the ecosystem’s maturity and growing global investor confidence in onshore models.

    TMWala supports startups through this transition, offering tailored legal, structuring, and compliance services that make reverse-flipping and domestic expansion smoother and more efficient.

    WHY INCORPORATE OFFSHORE?

    Many Indian entrepreneurs in their early stages choose to incorporate as holding companies offshore, leaving the Indian entity as a wholly owned subsidiary. This tactic is motivated by multiple factors:

    1. Investor-Friendly Jurisdictions: International venture capitalists and institutional investors are drawn to companies established in Delaware or the DIFC because they adhere to well-known corporate governance standards. Additionally, these areas provide advantageous departure tax treatment; for instance, eligible U.S. investors may get up to 100% tax-free exit gains.
    2. Low Compliance Burden: These jurisdictions provide fewer filings, easier and quicker incorporation procedures, and more lenient foreign direct investment (FDI) regulations than India.
    3. Flexible Licensing Options: Low-cost registration permits and startup-specific company kinds are available in jurisdictions like Delaware and the DIFC. Startups seeking to access Middle Eastern funding and international investors now find the DIFC in particular to be an alluring entry point.
    4. Investor Onboarding: Usually, the offshore parent company receives investments from all equity investors. In addition to providing investors with predictable legal rights in offshore countries, this streamlines the cap table.

    HOW TO TAKE A COMPANY PUBLIC IN INDIA

    The increasingly startup-friendly SEBI IPO standards must be followed by startups wishing to go public in India. The usual path consists of:

    1. Changing to an Indian holding structure, frequently by flipping in reverse.
    2. Adhering to the transparency and corporate governance guidelines set forth by SEBI.
    3. Including legal counsel, merchant bankers, and underwriters in the IPO preparation process.
    4. Submitting to SEBI a Draft Red Herring Prospectus (DRHP).
    5. Finishing investor education and roadshows prior to price and allocation.

    THE ROLE OF FINANCIAL CENTRES LIKE DIFC

    For businesses looking to raise capital from Middle Eastern and international investors, DIFC offers a strategic substitute for Delaware. It is becoming more popular because:

    • English common law-based legal frameworks
    • Affordable choices for startup licensing.
    • In most situations, there are no corporate tax or capital gains tax advantages.
    • A strategic location that connects the financial markets of Asia and the West.

    IPO IN INDIA: GROWING MOMENTUM FOR REVERSE FLIPS

    In order to get ready for their Indian IPOs, a number of well-known businesses have already flipped their offshore structures. While some companies, like Pine Labs and Razorpay, are still going through the process, others, like PhonePe, Groww, and Pepperfry, have finished their migrations. Similar actions are apparently being considered by companies such as Clevertap, Meesho, Kreditbee, Eruditus, Zepto, Flipkart, and Khatabook.

    Despite high costs, the reverse flip is gaining momentum:

    • To finalize the transfer, PhonePe paid the Indian government almost $1 billion in capital gains tax.
    • Groww paid over $160 million in taxes and experienced large restructuring expenses.
    • After its transfer from the US to India is complete, Razorpay is anticipated to pay more than $200 million.

    SEBI IPO Guidelines

    1. Eligibility:
      • The company must have had net tangible assets worth at least ₹3 crore in any 3 out of the last 5 financial years.
      • The company must have made an average pre-tax profit of ₹15 crore or more, calculated over any 3 out of the last 5 financial years.
      • Option to list on the Innovators Growth Platform (IGP) for startups without profits.
    2. Minimum Public Shareholding (MPS):
      • 25% public shareholding post-IPO (10% allowed for large issues, with a 3-year plan to reach 25%).
    3. Lock-in Period:
      • Promoters: 18 months for 20% shareholding.
      • Pre-IPO investors: 6 months lock-in.
    4. Disclosure:
      • File a Draft Red Herring Prospectus (DRHP) with SEBI.
      • Must disclose financials, risks, business model, and promoter details.
    5. Book-Building:
      • Common pricing mechanism.
      • 75% of shares to Qualified Institutional Buyers (QIBs) for book-built IPOs.
    6. Innovators Growth Platform (IGP):
      • For tech startups backed by institutional/angel investors.
      • Relaxed norms on profitability and disclosures.
    7. Intermediaries:
      • Must appoint merchant bankers, legal advisors, registrars, and auditors.

    OFFSHORE VS. ONSHORE COMPANY

    The majority of Ernst & Young’s startup clients, according to a 2020 report, favoured holding companies with headquarters in Singapore or the US, with an Indian subsidiary managing operations that were predominantly conducted in India. However, that desire has changed by 2024:

    Ernst and Young stated in 2024 that their clients preferred an Indian entity with a straightforward structure, which also appears to be preferred by authorities. Additionally, according to industry reports, when it comes to important operating permits, like those required in the fintech sector, the RBI and other regulators favour domestic companies over their international counterparts.

    ROLE OF REGULATORY REFORMS AND ONSHORING

    The Merger Rules amendment is a component of a larger wave of legislative changes intended to entice companies to relocate back to India. Key shifts include:

    • There are now more Indian companies with market values over $1 billion than ever before.
    • In 2024, there were over 10 crore unique investors in the Indian stock market, up from just 3 crores in 2020, indicating a sharp increase in retail involvement.

    Regulators are seeking to further streamline the procedure in order to facilitate onshoring. In a paper titled “Onshoring Indian innovation to GIFT IFSC,” the International Financial Services Centres Authority outlined the necessary policy adjustments to facilitate relocation. These consist of:

    • A time-bound, tax-free redomicile procedure
    • Greater latitude in the tools a start-up can employ.
    • Easier exit norms for M&A.
    • Forums are specifically designed to resolve disputes within the business law ecosystem.

    CONCLUSION

    The landscape for Indian startups is rapidly maturing, with global investor confidence now extending beyond offshore holding structures to favour more straightforward, locally incorporated entities. The evolving Indian startup ecosystem, supported by policy reforms and record market participation, is creating strong incentives for companies to return home through reverse flips.

    Thanks to increasingly favourable SEBI IPO guidelines, startups are finding it easier to prepare for an IPO in India, where domestic capital markets offer not just liquidity but also higher valuations. Regulatory bodies like SEBI, RBI, and the Ministry of Corporate Affairs are also encouraging this transition by simplifying compliance, improving M&A frameworks, and facilitating re-domiciliation.

    While offshore incorporation once provided a strategic edge in attracting capital, the balance is now shifting. The offshore vs onshore company debate is no longer about compliance alone’s about strategic alignment with future growth, public market access, and long-term value creation.

    For ambitious founders and their investors, understanding how to take a company public in India has become more crucial than ever. With the right structure, timing, and regulatory alignment, Indian startups can now dream of going global while staying rooted at home.

    With expertise in cross-border structuring, compliance, and IPO readiness, TMWala empowers startups to navigate these complex transitions smoothly.

  • How the New Trademark Law Changes Impact Indian Startups in 2025

    India’s trademark law scene is experiencing some well-deserved changes. With the government now centering on modernizing the legitimate systems to back advancement, financial development, and brand protection in India.

    Several emerging patterns and policy shifts are expected to shape trademark law in India in 2025 and beyond. Few of these include major changes like greater digitization, better enforcement measures, global harmonization, and finally some protection for non-traditional trademarks. Understanding these changes is crucial for the Indian start-up scene looking to fortify their intellectual property rights and navigating this rapidly evolving market.

    1. Digitization of Trademark Processes

    India has as of now made critical advancements in digitization of the trademark methods, thus lessening the reliance on manual filings and registration assistance. Be that as it may, another stage of advanced changes is anticipated in trademark law in India, as well as Indian Business Law, by joining the AI and blockchain revolution, modernising trademark management.

    AI’s Role in Trademark Search and Examination:

    The use of AI-driven search calculations will hopefully move forward the precision and proficiency of trademark examination, minimising the large number of clashes, overlaps, and litigation which usually arise. It may also eventually lead to decreasing the probability of false registrations and trademark infringements in India.

    AI can moreover help trademark workplaces in surveying applications for compliance and uniqueness.

    Blockchain for Trademark Records:

    Blockchain innovation can give tamper-proof and straightforward records and as well keep records as a part of the open chain software system it operates on, as well as guaranteeing secure tracking of trademark possession, assignments, and renewals.

    This development will help by offering assistance in combating extortion, unauthorized modifications, and disputes over ownership. Thus, in the future, it can even help settle or overall avoid trademark disputes like prior use as well. Decreasing unnecessary litigation which is rampant currently.

    2. Reinforcing Trademark Assurance in E-Commerce and Digital Marketplaces

    With the rise of online marketplaces, social media branding, and cross-border Digital commerce, Indian businesses confront modern dangers such as cybersquatting, forging, and trademark law in India. Future trademark law are likely to introduce stricter regulations to safeguard brand uniqueness and integrity in the digital space. These changes will also reflect on other Indian Business Law.

    Key changes include:

    • Domain Title Debate Determination: Reinforcing lawful instruments to address the rampant cybersquatting, where people enlist space names comparable to set up brands to confuse consumers.
    • Liability of E-Commerce Platforms: Holding online marketplaces and platforms responsible for trademark infringement in India happening on their websites and ordering them to execute strong protocols to counter and anticipate fake item listings and other such dubious practices.

    3. Extension of Trademark Laws in India to the Protection of Non-Traditional Trademarks

    Traditional trademarks such as logos, brand names, and slogans have long been ensured under trademark law in India. In any case, the modern market spaces are progressive in nature and driven by both tangible and intangible branding, requiring broader security for colour, sound, fragrance, movement, and hologram-based trademarks.

    Many global jurisdictions already recognize non-traditional trademarks, and India is expected to follow suit by introducing clearer guidelines for registration and enforcement. This will be particularly beneficial for industries like luxury goods, hospitality, fintech, and entertainment, where unique brand experiences are a competitive differentiator for brand protection in India.

    4. Stricter Requirements, Enforcement, and Punishments for Infringement

    Trademark infringement in India and counterfeit markets continue to be significant concerns in India. To strengthen enforcement, upcoming reforms are expected to introduce:

    Higher penalties and stricter criminal liabilities for repeat offenders involved in counterfeiting and unauthorized brand usage.

    Specialized IP courts to expedite trademark-related disputes and ensure faster resolution.

    Enhanced coordination between government agencies such as customs authorities and law enforcement to curb the influx of counterfeit goods.

    5. Greater Backing for Start-ups and MSMEs

    Recognizing the vital role of Indian startups and MSMEs in India’s financial development and their overall role in Indian Business Law & markets, the government is anticipated to streamline and even subsidise the trademark registration for start-ups and MSMEs.

    Key initiatives to be introduced include:

    Reduced fees and fast-track application processing for start-ups and MSMEs.

    Awareness campaigns and legal assistance programs to help Indian businesses understand the importance of trademark protection.

    Simplified enforcement mechanisms allowing Indian startups to challenge infringement without excessive legal costs.

    6. Worldwide Harmonization and Cross-Border Trademark Protection

    India has been effectively adjusting trademark law in India with worldwide Intellectual Property standards through agreements like the Madrid Convention.

    Future amendments may further streamline cross-border trademark registration and dispute resolution, making it easier for Indian brands and Indian businesses to expand into international markets well.

    Indian Businesses will benefit from:

    A single-window system for global trademark registration, reducing administrative burdens.

    Better legal frameworks for addressing international trademark conflicts, especially in cases involving multinational e-commerce platforms.

    7. The Rise of Ethical and Sustainable Trademarks

    Consumer preferences are shifting toward sustainability and ethical branding, prompting businesses to adopt environmentally friendly practices. Future trademark laws in India may introduce certification marks or eco-labels to distinguish brands that meet sustainability criteria.

    This will help green businesses build credibility and prevent misleading branding practices such as greenwashing, where companies falsely claim to be environmentally responsible.

    Challenges in Executing Trademark Reforms

    While these reforms promise a stronger, more efficient trademark regime, there are several challenges that must be addressed:

    Backlog of Pending Applications: Application processing delays persist despite digitisation initiatives. To ensure efficiency, more training and resources will be required.

    Accessibility and Awareness: Many companies, particularly those in rural and semi-urban areas, do not understand how important trademark protection is outreach initiatives must be expanded.

    Balancing Market Competition and IP Protection: While more robust trademark laws aid companies in safeguarding their brands, excessive regulation may impede access to widely used terminology and fair competition.

    Conclusion

    The future of trademark law in India is set to empower businesses & Indian Business Law with better brand protection, faster registration, and stronger enforcement mechanisms.

    By embracing digital advancements, expanding global integration, and addressing emerging challenges in the e-commerce space, India is positioning itself as a leader in intellectual property rights.

    As India continues its journey toward becoming a global innovation hub, a dynamic and forward-thinking trademark regime will be essential for fostering entrepreneurship, economic growth, and fair market competition.

    Author: Apoorva Lamba, 2nd Year LLB. Student of Madhav Mahavidyalaya, Jiwaji University, Gwalior

    Conduct Trademark Search on: https://tmrsearch.ipindia.gov.in/tmrpublicsearch/

    Read more about Trademark Search: https://legalguruindia.com/trademark-search/