CREDIT · MARKETS · STRUCTURING

Private Credit in India: The $100B Shadow Banking Wave

Direct lending is filling gaps banks won’t touch — here’s the return stack, deal shapes, and the risks that actually bite.
By bataSutra Editorial · August 12, 2025
In this piece:
  • The short version — why private credit is surging
  • Where it fits: borrower profiles and use‑cases
  • Return stack: pricing, fees, and protections
  • Deal structures that work in India
  • Risks, red flags, and an operator checklist

The short

  • Speed & customisation win mandates. Bilateral terms outpace bank processes.
  • Risk lives in concentration + opacity. Illiquidity premia can vanish if underwriting is lax.
  • Partnerships with NBFCs scale origination. Local underwriting + global capital works.
  • Structures matter as much as pricing. Covenants, security, and cash sweeps drive realised IRR.

Where it fits

1) Mid‑market capex & growth

Borrowers with thin collateral but strong cashflows. Use‑case Term loans + warrants

2) Special situations

Refinancing, promoter buybacks, acquisition bridges. Use‑case Structured credit

3) Real assets & infra

Holdco/Opco structures with annuity cashflows. Use‑case Cash sweeps + DSCR tests

4) Venture + late‑stage

ARR‑backed lines, royalty financing. Use‑case Convertible / revenue‑share

Return stack

ComponentTypical rangeNotes
Cash coupon12–18%Benchmark + spread by rating & collateral
Fees (upfront/OID)1–3%Boosts all‑in yield; watch prepayment
Equity kicker0–5%Warrants/options in growth cases
SecurityFirst/second chargeRealised via escrow, pledge, guarantees
Reality check: IRR depends more on protections and monitoring than headline coupon.

Deal structures

  • Unitranche: Blends senior + mezz; single tranche with tight covenants.
  • Holdco PIK + Opco cash pay: Aligns incentives while preserving operating liquidity.
  • Revenue‑linked: Floors with upside sharing; useful for seasonal cashflows.
  • Convertible / warrants: For growth cases where equity optionality is valuable.

Risks & operator checklist

  • Concentration: Cap single‑name and promoter exposure.
  • Governance: Board observer rights; audit triggers; escrowed collections.
  • Valuation drift: Force independent appraisals; avoid evergreening.
  • Liquidity: Match fund tenors; build workout playbooks.
  1. Underwrite cash conversion, not just EBITDA.
  2. Model downside recovery with conservative collateral haircuts.
  3. Automate monitoring (bank feeds, GST, e‑invoicing) with early‑warning flags.