India’s Private-Market Secondaries: Growth and Deal Structures

India’s Private-Market Secondaries: Growth and Deal Structures

Summary

  • India’s reported secondaries include both fund-interest and company-share transfers; reported growth does not establish one process for every transaction.
  • The cited Gaja series records a 32% rise in FY25; its H1 FY26 figure covers only the first six months.
  • In a continuation vehicle, some existing investors may exit while others roll into a fund holding selected assets.
  • A company-share sale transfers shares already issued; new shares are the primary-capital part of a deal.

Fund managers reviewing Indian private-market liquidity encounter transactions at both the fund and portfolio-company levels. Identifying which asset changes hands helps frame the valuation and investor-choice discussion.

Reported secondary activity is growing, with limits

The Gaja series cited by Oister and Crisil records secondary deal value rising 32% from ₹284 billion in FY24 to about ₹377 billion in FY25. It records about ₹361 billion in H1 FY26, through September 2025.

The series is attributed to Gaja Alternative Asset Management in the Oister and Crisil report. H1 FY26 is a half-year period, so it should not be read as a full-year comparison.

A separate measure covers PE-VC exits. Bain reported approximately $34 billion in Indian PE-VC exits in 2025; public markets were the largest exit channel, alongside strategic sales, buybacks and partial exits.

Bain’s India Private Equity Report 2026 reports overall exit activity, not secondary-only values. The two figures describe different activity and should remain separate.

Fund-interest sales move an existing fund position

A fund-interest secondary transfers an existing investor’s fund position; it does not itself provide new capital to a portfolio company.

The fund’s portfolio company shares are a different asset, and they do not transfer solely because the fund interest changes hands. The Oister and Crisil report describes this fund-level structure.

Any liquidity outcome depends on the specific transaction and its terms.

Continuation vehicles can extend a fund’s hold on selected assets

Continuation vehicles can let a fund retain selected assets while existing investors receive an exit or choose to roll, subject to the transaction terms.

Company-share sales transfer existing ownership

A company-share secondary transfers existing shares; a separately identified primary issuance is the part that provides new capital to the company.

See the Bar & Bench explanation of Indian private-market secondaries.

Fund and share sales call for different deal checks

The buyer’s asset frames the transaction. For a specific deal, the parties can identify the valuation, governance and consent questions relevant to that structure.

FAQs

Which Indian continuation-vehicle examples does GPCA report?

GPCA lists a USD 700 million ChrysCapital single-asset vehicle for NSE in April 2024 and a USD 430 million Multiples multi-asset vehicle in May 2025. These are selected reported transactions, not standard terms. See the GPCA 2025 market update.

What other Indian secondary transactions appear in GPCA’s report?

The report lists Chiratae Ventures’ USD 70 million direct portfolio sale to Madison India in March 2024. It also lists BII’s partial LP-stake sale in Aavishkaar Goodwell India Microfinance II in February 2024.

Can one transaction include both a secondary sale and new company capital?

Yes. A transaction can combine a transfer of existing shares with a new share issue. Identify the two legs separately when describing the transaction or its capital raised.

What should a reader check before comparing secondary-market estimates?

Check that each estimate uses the same transaction type, series definition and period. Compare the Gaja series’ H1 FY26 observation with a like-for-like period, not a full fiscal year.

What should a fund manager compare before choosing a direct sale or continuation vehicle?

Compare:

  • the asset or fund interest being transferred
  • existing-investor exit or roll choices
  • valuation basis
  • governance
  • transaction-specific consent requirements.

Treat these as deal-team questions, not a universal legal checklist.

Disclaimer

The figures are report-specific estimates for the stated periods and may not cover every private-market transaction. The discussion is general information, not transaction-specific legal, tax or investment advice.

Last verified: October 2026

See how Incentiv can help

Infrastructure for cap tables, ESOP management, and secondary markets in India's private markets.