Harun Raaj & AssociatesHarun Raaj & Associates
Capital Markets & Investment Banking

Venture Debt Advisory

Venture Debt

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Overview

Venture debt advisory covers the debt financing of the venture-backed startups — the term loans and the working capital facilities structured around the venture capital backing, the warrants and the equity kickers, the covenants and the repayment terms, and the fit of the debt with the startup's cash flows and its next equity round. The venture debt is the non-dilutive capital between the equity rounds, and its structuring decides its cost and its safety for the startup.

The venture debt is the debt the venture-backed startup can raise against its equity momentum — the facility from the banks and the venture debt funds, with the interest, the warrants and the covenants, designed to extend the runway without the dilution. The structure is negotiated around the startup's position — the cash flows, the growth, the next round — and its terms decide the cost and the risk of the facility.

The cost of a badly structured venture debt is the covenant breach and the dilution surprise: the repayment that the cash flows could not service, the covenants that the growth could not meet, the warrants that diluted more than the term sheet suggested.

This service is for startups raising venture debt. We assess the debt capacity against the cash flows and the next round, structure the facility — the tenure, the interest, the warrants, the covenants — compare the lender terms, negotiate the documentation, and review the facility as the startup's position changes, so the venture debt serves the runway without the surprises.

How It Works

  1. 1

    Debt Capacity Assessment

    We assess the startup's debt capacity against the cash flows and the next round.

    Harun Raaj & Associates does this1 week
  2. 2

    Facility Structuring

    We structure the tenure, the interest, the warrants and the covenants.

    Harun Raaj & Associates does this1-2 weeks
  3. 3

    Lender Comparison

    We compare the lender terms and the offers.

    Harun Raaj & Associates does this1-2 weeks
  4. 4

    Documentation Negotiation

    We negotiate the facility documentation.

    Harun Raaj & Associates does this2-4 weeks
  5. 5

    Facility Review

    We review the facility as the startup's position changes.

    Harun Raaj & Associates does thisQuarterly

Frequently Asked Questions

What is venture debt and how is it different from a bank term loan?
Venture debt is a structured loan to equity-backed startups — typically ₹2–20 crore — provided by NBFCs and family offices, not banks. Key features: 18–36 month tenure; interest 14–18% p.a.; warrants (right to buy equity at a fixed price) covering 0.5–2% of post-money equity on the last equity round — the warrant is the lender's upside. Unlike bank loans, venture debt lenders do not require 3 years of profitability or substantial collateral — they rely on the company's venture investor pedigree and last-round valuation.
What is an ECB and when can a startup use it?
External Commercial Borrowings under the RBI ECB Framework (Master Direction 2019) allow Indian companies to borrow from foreign lenders. Startups registered with DPIIT can access ECBs under the automatic route from a non-resident (including foreign VC and overseas parent) for a minimum average maturity of 3 years. ECB ceiling for startups under automatic route: USD 3 million or equivalent per year. All-in-cost ceiling: 6-month US$/INR LIBOR/SOFR + 5.5% p.a.
How are venture debt warrants taxed in India?
Warrants issued to the venture debt lender as part of the loan arrangement: no taxable event at grant (options/warrants are not taxed at grant). On exercise: the difference between FMV at exercise and exercise price is taxable in the lender's hands — as capital gains if held as investment; as income from other sources if not. The company does not face any tax on warrant exercise. If the lender is a non-resident, withholding tax on gain may apply under Section 195 and applicable DTAA.
What inter-creditor agreement is needed in a venture debt + VC equity structure?
When a startup has both a VC investor (equity/CCPS) and a venture debt lender, an inter-creditor agreement (ICA) governs the priority waterfall on liquidation. Venture debt is typically senior to equity in liquidation — CCPS liquidation preference may still have priority over equity but ranks below the lender's secured claim. The ICA must address: consent rights for the lender on future fundraises; event of default triggers; cure periods; and drag-along rights interaction with the debt.
What is a receivables/revenue-based finance structure and is it debt or equity under FEMA?
Revenue-Based Finance (RBF): a lender advances capital in exchange for a fixed percentage of future monthly revenue until a repayment cap (typically 1.3–1.5x the principal) is reached. Under FEMA, RBF from a foreign lender is treated as ECB (debt) — not equity. No conversion to shares, no FC-GPR. All-in cost must be within the ECB ceiling. For domestic RBF lenders (NBFCs), no FEMA filing is required — the arrangement is a standard NBFC loan with a non-standard repayment formula.

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