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M&A Earnouts in Cross-Border Indian Transactions

Earnouts are increasingly common in India-inbound M&A โ€” but FEMA pricing guidelines complicate the math.

Earnouts let buyers and sellers bridge valuation gaps, but India’s pricing guidelines under FEMA require careful drafting to avoid post-closing regulatory exposure.

We unpack acceptable formulations, escrow mechanics, and recent RBI clarifications that have changed market practice in 2025โ€“26.

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