The roll-up wave has reached Indian SMEs. Here’s what it means for you.

In November 2025 Dr Arun Singhvi of ASG Eye Hospitals told an interviewer that the chain planned to acquire eight to ten niche practices a year in India’s major metros.¹ ASG already ran about 170 hospitals in 83 cities, and its two largest outside shareholders, on the figures the article cites, were General Atlantic and Kedaara. If you own a well-regarded eye practice in Pune or Chennai, that sentence is about you. You are what the strategy is made of.

That is the roll-up, sometimes called buy-and-build: an investor backs one good company as a platform, uses it to buy several smaller ones in the same trade, runs the group with shared systems, and eventually sells or lists the whole. It is an old idea in the United States and Europe. In India it has moved from a handful of healthcare chains into the mainstream of private equity, and it is moving down the size scale towards companies with ₹25–100 crore of revenue.

Bain’s 2026 report on Indian private equity says buy-and-build approaches and bolt-on acquisitions are gaining prominence, particularly among mid-sized assets where there is more room to create value.² The deal data points the same way. Private equity and venture investment fell about 17% in value in 2025, to roughly $36 billion, while the number of deals rose about 10% and the average deal shrank by a quarter.² Grant Thornton Bharat counted 963 M&A deals in India in 2025, 41% more than the year before.³ More deals at smaller sizes is what a roll-up market looks like from the outside.

Why a buyer will pay you, and why it can pay itself more

The economics are simple enough to do on the back of a cheque book. Small private companies sell at lower multiples of profit than large ones, because they are riskier, harder to diligence and harder to sell on. A group that buys several of them, joins them up and shows a single set of audited accounts can be sold at a larger company’s multiple. Some of the gain comes from running them better: shared purchasing, one finance team, one sales force. A good part of it comes simply from being bigger.

That is not a reason to refuse a roll-up. Selling into one can be the best outcome available to a founder in a fragmented trade, especially one without an obvious successor. It is a reason to understand which side of the arithmetic you are on before the first meeting.

Where it is happening

Healthcare has the longest record. Dr Agarwal’s Health Care bought more than 65 centres over fifteen years, for about ₹1,800 crore, and now expects more than 80% of its future growth to be organic.⁴ KKR has put more than ₹5,100 crore into Kerala’s Baby Memorial Hospital since July 2024 and owns about 75% of it. BMH has used that money to buy, including 60% of Hyderabad’s Star Hospitals for ₹1,800 crore, a price that valued Star at ₹3,000 crore.⁵

Technology services is another. In 2023 Blackstone-backed R Systems paid ₹278.8 crore for Velotio, a company with ₹127.4 crore of turnover in the previous year.⁶ That is a little over twice revenue, for a business of almost exactly the size this article is written for.

The pattern is consistent. Roll-ups go where an industry is fragmented, where customers are loyal to a local name or a particular professional, and where the back office of fifty small firms can be replaced by one. Clinics, diagnostics, specialty manufacturing, IT and engineering services, packaging and distribution all fit that description. So, in theory, did consumer brands. That is where Indian founders got their most expensive lesson in how a roll-up can go wrong.

The consumer-brand experiment

In 2021 a group of venture-funded companies set out to buy India’s best-selling online brands. Mensa Brands announced in October of that year that it had bought ten of them, taking between 51% and 75% of each, with an option to buy the rest over five years if the brands met agreed milestones.⁷ Others followed with the same model, among them GlobalBees, GOAT Brand Labs and 10club.

Five years on, the record is sobering. Mensa, now BRND.ME, says it bought about twenty brands at the start, has since sold those it no longer considers core, and is concentrating on its top four. Its revenue in 2024-25 fell 5.8% to $168 million and its loss widened to $60.4 million.⁸ It bought the parent of the MensXP media business for around $100 million in late 2022 and sold it in 2025 for around $9 million.⁹ 10club, which started as an e-commerce roll-up after raising $40 million in 2021 in what was billed as the largest seed round in South Asia, filed for its own insolvency in May 2025.¹⁰

For the founders who sold, the more telling cases are the disputes. GlobalBees, which is majority-owned by FirstCry’s parent, bought Kuber Industries for ₹134 crore in cash plus ₹48 crore to be paid later. In June 2025 Kuber’s directors filed an insolvency petition against GlobalBees over ₹64.92 crore they said was still owed.¹¹ The founders of MyFitness, who sold 51% to BRND.ME in 2022 and kept 45%, went to the company law tribunal in February 2026. They allege that ₹40–50 crore was moved to group entities through related-party transactions; BRND.ME rejects the allegations entirely. The tribunal has temporarily stopped BRND.ME from exercising its option to buy the founders’ remaining stake while the case is heard.¹²

Whatever the merits of each case, they share a feature. In every one, what the founder eventually received depended far less on the headline valuation than on what was paid on the first day and on who controlled the company afterwards.

The price in the press release is the buyer’s number. The founder’s number is the cash on completion, plus whatever the rest of the contract makes certain.

The terms that decide whether you get paid

A roll-up rarely pays the full price at once. It pays some now, and makes the rest depend on time, on targets or on a later event. Each of those structures moves risk from the buyer to you. That can be fair, but it should be priced, and it should be visible.

• Cash on completion. This is the only part of the price that is certain. Know it as a number and as a percentage of the headline, and compare offers on this basis rather than on the total.
• Deferred payments. Money owed to you later is an unsecured loan from you to the buyer. Ask for it to be held in escrow, backed by a bank guarantee, or guaranteed by the platform’s parent. Where the buyer is foreign, Indian exchange-control rules limit deferral to 25% of the price, paid within eighteen months.¹³
• Earn-outs. If part of the price depends on your company’s profits after the sale, those profits are now partly under the buyer’s control. Define the measure in the contract, and exclude management fees, group cost allocations and related-party charges, or agree a cap on them. The MyFitness dispute is about exactly this kind of charge.
• Options over your remaining stake. A call option lets the buyer take the rest of your shares later; a put option lets you make them. Insist on both, with a pricing formula written down now and a floor below which the price cannot fall.
• Shares in the platform instead of cash. Rolling part of your stake into the group can pay well if the group is sold or listed at a higher multiple. It also means accepting the platform’s valuation of itself. Ask how that number was set, and when and how you could sell.
• Tax. Long-term gains on unlisted shares have been taxed at 12.5% since July 2024.¹⁴ An earn-out that is paid only if you stay employed risks being treated as salary, taxed at up to 39%.¹³ Structure it around the business’s performance, not your continued employment, and take advice before you sign heads of terms, not after.

Anchor or add-on

A roll-up needs two kinds of company. The platform, or anchor, is the one the others are bolted onto. Its systems become the group’s systems and its managers often run the combined business. The add-ons are bought for their customers, their capacity or their location. The two are valued differently and treated differently, and the difference is mostly within a founder’s control.

A company is considered for the anchor role when it has:

• monthly management accounts that close on time and agree with the audit;
• a second line of managers who run the business without the founder in the room;
• systems for billing, inventory and quality that another company could be moved onto;
• a name customers recognise beyond its home city; and
• a founder who could credibly run a larger group, and wants to.

A company without these will still be bought, but as an add-on, at an add-on’s price, with less say in what happens next. Much of the work that moves a business from one category to the other is the same work that raises its value to any buyer, or to its own lenders.

Before the first meeting

When a platform calls, these questions tell you more than its presentation will:

1. How many companies have you bought, and how many of those founders are still with you two years later? Can I speak to two of them?
2. What share of the price will be paid in cash on completion?
3. Who is funding the platform, and how many years are left before that fund needs to sell?
4. Which central costs and fees will be charged to my company after the sale, and is there a cap?
5. What happens to my remaining shares if you sell the platform, list it, or run out of money?
6. Who decides prices, hiring and spending at my company after completion?

A good buyer will have ready answers, and the founders it has bought from will confirm them. A buyer that is vague about the third question is telling you something about the fifth.

If you run a good business in a fragmented trade, assume the call will come this decade. The choice it presents is rarely between selling and not selling. It is between selling on terms you understood in advance and terms you discovered afterwards, and sometimes between being bought and becoming the buyer.

This article is general information for founders, written from public sources listed below. It is not investment, legal or tax advice. Figures are as published by each source on the date shown.