Cross-Border M&A Advisory: Europe ↔ India

    In association with Equirus Capital — SEBI-registered Category I Merchant Banker

    The mid-market segment of cross-border M&A between Europe and India — transactions in the USD 100 million to USD 1 billion range — is structurally underserved. Tier-1 global advisors concentrate on megadeals exceeding USD 1 billion, where league-table economics make the work attractive. Local Indian boutiques often lack sustained European origination capability. The result: European acquirers exploring Indian targets, and Indian acquirers exploring European targets, frequently work with advisors that are strong on one side of the transaction but weak on the other.

    This is where IndoWest Capital operates, in association with Equirus Capital Limited.

    According to Baker McKenzie's analysis of the Indian M&A market, mid-market acquirers (up to USD 1 billion in revenue) accounted for nearly half of all India M&A activity in 2023. Mid-market deals (with values between USD 100 million and USD 1 billion) grew from 20% to 35% of total deal volume between 2022 and 2023. Inbound M&A as a share of overall Indian M&A activity rose from 27% in 2022 to 41% in 2023, led by US and European strategic investors in financial services, technology, manufacturing, healthcare, and renewable energy.

    Our Role in Cross-Border Mandates

    IndoWest Capital provides European-side origination, structuring, and process management. We are a partnership platform domiciled in Europe (with corporate presence in Paris and Adliswil) and operate within European regulatory frameworks. We do not perform regulated activities reserved to SEBI-registered intermediaries in India, and we do not provide investment management.

    Equirus Capital Limited is the Indian execution partner. Equirus is a SEBI-registered Category I Merchant Banker — the highest category under SEBI (Merchant Bankers) Regulations 1992, authorised to undertake the full range of merchant-banking activities including issue management, underwriting, M&A and corporate advisory, capital restructuring, and project counselling. Per Equirus's November 2025 corporate disclosures, the group has advised on more than 315 transactions with cumulative deal value of USD 14.9 billion across investment banking and capital markets. The institutional equities platform covers 283 listed Indian companies under active research, holds #1 ranking in India Industrial Sector research, and serves more than 700 mutual funds, insurance companies, and foreign institutional investors empaneled across India, Asia, North America, and Europe — the cross-border distribution that makes pan-regional deal origination operationally feasible. (Source: equirus.com corporate disclosures, November 2025.)

    The combined IndoWest–Equirus structure delivers European origination and pitch capability paired with Indian regulatory and execution depth in a single coordinated mandate. Engagement letters are jurisdiction-specific and reflect the regulatory roles of each entity.

    Deal Types We Support

    European or US strategic acquirer of an Indian mid-market target.

    Buy-side advisory across origination, target identification, indicative valuation, due-diligence coordination, FEMA / NDI Rules compliance, deal structuring, definitive documentation, regulatory approvals, and closing. Particularly relevant in financial services, technology and IT services, manufacturing, healthcare and pharmaceuticals, and renewable energy — sectors with sustained inbound M&A momentum from European strategic acquirers.

    Indian corporate acquirer of a European target via the Overseas Direct Investment route.

    Sell-side and buy-side support under the Foreign Exchange Management (Overseas Investment) Rules 2022, including structuring of equity-capital deployment, share-swap consideration mechanics, Form FC reporting to the Reserve Bank of India, and coordination with Indian authorised dealer banks. Covers transactions where Indian conglomerates seek European technology, market access, or supply-chain integration.

    Cross-border share-swap transactions under the post-2024 NDI Rules framework.

    The Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules 2024, notified by the Ministry of Finance on 16 August 2024, materially liberalised cross-border share-swap structures. Rule 9A of the amended NDI Rules now permits both FDI-ODI swap transactions and Secondary FDI-FDI swap transactions under the automatic route, eliminating the requirement for prior RBI approval that had previously constrained such structures. Valuation in any cross-border share swap must be performed by a SEBI-registered merchant banker — a capability Equirus provides directly — or by an investment banker registered in the host country.

    Carve-outs, joint ventures, and strategic minority investments.

    Structured transactions where full acquisition is not the optimal path, including minority equity investments with governance rights, technology licensing combined with equity, joint-venture formation under FDI rules, and carve-outs of Indian business units from multinational groups.

    Regulatory Framework

    Cross-border M&A involving Indian companies is governed by an interlocking framework of Indian regulators and rules. The principal provisions:

    • Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 — as amended by the Fourth Amendment Rules 2024, governing equity instruments held by non-residents in Indian companies, pricing guidelines, and share-swap structures.
    • Foreign Exchange Management (Overseas Investment) Rules, 2022 — governing outbound direct investment by Indian entities, including share-swap consideration in foreign-entity acquisitions.
    • SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 — applying to acquisitions of listed Indian companies, including open-offer trigger thresholds (25% / 26% / 50%) and pricing requirements.
    • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 — applying to capital raising in Indian primary markets, relevant for dual-listing and cross-border equity offerings.
    • Competition Act 2002 (Competition Commission of India) — including the September 2024 introduction of the Deal Value Threshold (INR 20 billion / approximately USD 240 million), which requires CCI approval for transactions above the threshold where the acquired enterprise has substantial business operations in India, regardless of asset or turnover thresholds.
    • Companies Act 2013 — providing the corporate-law mechanics of mergers, demergers, and schemes of arrangement.
    • Income-tax Act 1961 — share-swap transactions are not tax-neutral in India unless structured through merger or demerger meeting prescribed conditions; bilateral tax treaties (including the India–Switzerland, India–Italy, India–France, India–Germany DTAAs) may provide relief on capital gains and dividend taxation.

    For European-side regulatory work, mandates are structured to comply with applicable national regimes — including French AMF, Italian Consob, German BaFin, and Swiss FINMA frameworks where relevant.

    How We Engage

    Initial engagement begins with a confidential mandate discussion to align on scope, jurisdiction, deal size, and use case. Where appropriate, IndoWest and Equirus enter a joint engagement letter with the client, with regulatory roles clearly delineated.

    The standard workflow follows institutional cross-border M&A practice:

    1. Origination and target identification — sector mapping, screening, indicative outreach
    2. Indicative valuation and structuring options — valuation analysis, deal-structure alternatives, regulatory pathway selection
    3. Approach and confidentiality framework — NDA execution, initial information exchange
    4. Due diligence coordination — legal, financial, tax, regulatory, commercial workstreams
    5. Definitive documentation and negotiation — SPA, SHA, ancillary documents, regulatory undertakings
    6. Regulatory approvals — RBI (FEMA, NDI Rules), SEBI (where listed-company involvement), CCI (where DVT or other thresholds triggered), sector-specific regulators
    7. Closing and post-closing integration support

    Engagement timelines depend on jurisdiction, sector, regulatory complexity, and target cooperation. Mid-market cross-border transactions typically run six to twelve months from mandate to closing.

    Discuss a Mandate

    We engage with corporate clients, financial sponsors, and family-controlled groups on cross-border M&A mandates between Europe and India.

    To open a confidential discussion, please contact us at info@indowestcapital.com with: a short description of the use case (buy-side, sell-side, joint venture, share swap), target jurisdiction, indicative deal size range, and timing.

    For ongoing discussions, IndoWest and Equirus operate under standard NDA frameworks. Engagement letters are jurisdiction-specific and reflect the regulatory roles of each entity. IndoWest does not provide legal or tax advice; legal and tax counsel are appointed separately by the client, with whom IndoWest and Equirus coordinate.

    Important clarification of regulatory roles: IndoWest Capital provides origination, structuring, and process-management services. IndoWest does not provide investment management, does not execute trades, and does not perform any activity reserved to SEBI-registered intermediaries in India. Equirus Capital Limited acts as the SEBI-registered Category I Merchant Banker on Indian-side execution. Where European regulatory roles are involved, each role is assigned to the appropriately licensed entity.

    IMPORTANT INFORMATION

    The Tracker Certificate referenced on this website is offered exclusively through Banca Credinvest SA (Lugano), the Issuer's Calculation and Paying Agent. It is intended solely for professional and institutional investors as defined under FinSA (Switzerland) and equivalent qualified-investor regimes. It is not available to retail investors in the EEA or UK, or to US persons. The Tracker is not a collective investment scheme and is not supervised by FINMA. Investors bear issuer risk on P.M. One PCC Limited (Guernsey) and may lose their entire investment in a worst-case scenario. For full terms, refer to the Final Terms available through the Issuer.

    This website is informational only. It does not constitute an offer or solicitation. For product subscription, contact Banca Credinvest SA.