The temptation to treat Southeast Asia like a delayed India is everywhere. Analysts love time-lagged metaphors. “SEA is where India was in 2017.” Or the classic: “SEA is the next big consumer story.”
On paper, it tracks.
Young populations, rising digital adoption, post-pandemic optimism. But go a layer deeper, and you’ll realize: SEA isn’t India with a time machine. It’s SEA. And that’s a whole different beast.
Fragmentation is the norm, not a bug
Unlike India’s messy-but-one-market story, SEA is 11 countries, 10 regulators, 8 major languages, and a dozen currencies. A startup in Jakarta trying to expand to Vietnam isn’t just doing market expansion; it’s almost doing a new company.
Cap tables tell the real story
Founders in SEA still own 25–30 percent of their companies at Series B. That’s not because they’re underfunded or inexperienced; it’s because capital here has been more cautious, more measured, and frankly, more founder-aligned.
India’s capital boom created fast-scale narratives, but also compressed founder equity at a breakneck pace. Founders diluted faster, chased “Tier 1” VC signals harder, and often gave up control earlier.
SEA’s cap tables are leaner, cleaner, and in many cases, structurally more sustainable.
Digital infrastructure: One builds on it, one builds around it
India’s startup boom post-2016 had a tailwind no one talks about enough: UPI, Aadhaar, GST, and public digital rails. They weren’t just enablers; they were force multipliers.
SEA doesn’t have a regional equivalent. Thailand has PromptPay, Singapore has PayNow, Malaysia has DuitNow. But none operate at India’s scale or interoperability. So SEA founders build around gaps, not on top of platforms.
That means more manual ops, hybrid workflows, and creative offline-to-online models. It’s harder, yes, but also breeds a unique operational muscle you don’t see in plug-and-play markets.
The talent and founder pipeline are built differently
SEA’s founder pipeline is less saturated, less Silicon Valley-ified. Many are first-generation builders, ex-FMCG operators, ex-conglomerate insiders, or global returnees.
India has hit second-gen scale: ex-Flipkart, ex-Ola, ex-Razorpay alumni are now founding, funding, and flying solo. SEA will get there too, but it’s following a different path.
And truthfully, the quiet discipline of SEA founders often outpaces the hype-heavy, “growth at all costs” approach we’ve seen elsewhere.
So, what’s the real SEA playbook?
It’s slower, yes. But smarter.
SEA founders don’t chase blitzscale. They optimise for cashflow, margin, retention, and local edge.
SEA investors don’t spray-and-pray. They underwrite risk in a region where “market risk” isn’t theoretical, it’s daily life.
And maybe the biggest divergence?
SEA isn’t begging to be the “next big thing.” It already is, just not on India’s timeline, and definitely not on Silicon Valley’s template.
SEA vs India: Why cap tables look so different
Startups in India and Southeast Asia might look similar on the surface. Same deck template, same YC stamp, same Twitter banter. But open their cap tables and it’s a different game altogether. The differences aren’t just financial – they reflect how ecosystems grew, how exits were designed, and who was in the room when the cheques were first cut.
Let’s break it down.
1. SEA is still GP-heavy. India has gone LP-native.
In India, local funds now have serious depth – Blume, Elevation, Chiratae, Peak XV, and even angels like Kunal Bahl and Sanjay Mehta play long games with follow-ons, networks, and real operational backing. Cap tables in India are dotted with local GPs who’ve stuck around for years, co-investing and compounding.
SEA? Still a GP-driven ecosystem, but most of the early action came from foreign capital – Tiger, Hillhouse, GGV, Accel US. The LP base? Still developing. The result? Early SEA cap tables often look like a Southeast Asian passport stamped by Silicon Valley. Great logos, but less stickiness.
2. Singapore makes everything look cleaner — until it doesn’t.
SEA startups are often structured out of Singapore – clean jurisdiction, strong IP law, no nonsense. But that Singapore HoldCo structure sometimes masks messy internal realities: revenue booked in Indo, product in Vietnam, compliance in limbo. Add layers of ESOP trusts, convertible notes, SAFEs from 3 jurisdictions, and you’ve got a puzzle even the best lawyers squint at.
India, for all its structural baggage (angel tax, FDI hoops, Section 56 headaches), has evolved more predictable playbooks. Cap tables might look crowded, but at least everyone’s playing on the same legal chessboard.
3. Founders in India hold less and worry more.
Let’s be honest: Indian founders often give up equity early, chasing big valuations, media buzz, or “strategic” global investors. You’ll see founders with sub-15 percent stakes by Series B. SEA founders? Often more conservative, not in ambition, but in dilution.
Why? Fewer funding rounds. Slower capital cycles. A deeper culture of family holding groups investing with patient money. The result: SEA founders often retain >25–30% even at growth stage, and that changes how they approach exits and control rights.
4. SEA leans toward syndicates. India leans toward signalling.
SEA cap tables often show a wide base of smaller cheques — family offices, angels, syndicates, micro-VCs – especially in early rounds. It’s a bit more community-funded. The flipside? More fragmentation, more coordination pain.
India, meanwhile, is obsessed with who came in. A Tiger or Peak XV cheque isn’t just capital — it’s a statement. That’s why you’ll see cap tables with one large investor and minimal dilution for others. More concentrated, yes. But also more “signal-sensitive.”
5. India is built for IPOs. SEA still dances around them.
India’s startup story is moving slowly but surely toward public markets – Zomato, Nykaa, Mamaearth, Ixigo. So Indian founders (and lawyers, and CFOs) are building for diligence, SEBI scrutiny, and pre-IPO cleanups early on.
SEA? Not so much. Most exits are still private – trade sales, M&As, or SPAC routes. IPOs remain the exception, not the path. So the urgency to clean cap tables, tighten clauses, or prepare for deep public disclosures just isn’t there yet.
TL;DR: SEA cap tables are lighter, cleaner, and sometimes more patient. India’s are heavier, faster, and built for battle.
But both are evolving. India’s learning to say no to over-dilution. SEA is waking up to the joys (and chaos) of downstream exits. LPs are entering the chat. Regulators are catching up. And lawyers across both regions are quietly losing hair.
No one model is perfect. But the way cap tables grow tells you what each ecosystem values: control, velocity, signalling, or survival.
Bottomline?
SEA isn’t India’s twin. It’s the fun, chaotic cousin at the wedding – same bloodline, different stories. If you’re a VC or founder trying to paste an SEA thesis into Indian terrain (or vice versa), be ready for the plot twist.
Capital entering SEA needs more than conviction – it needs lawyers who understand both ambition and nuance. From structuring cross-border investments to reading founder signals beyond the pitch, it pays to know where the mirage ends and the market begins.
If you’re exploring India from the outside in — navigating regulations, structuring FDI, or just pressure-testing a thesis — we work closely with international funds and strategic players making that leap.
Happy to share what we’ve seen.
Yavanika Shah is a venture capital lawyer turned business strategist, currently serving as Director – Business Strategy at Ahlawat & Associates, a full-service Indian law firm since 1978. She brings a cross-functional perspective to legal strategy, fund structuring, and startup ecosystem growth. Her work sits at the intersection of law, innovation, and capital helping founders, funds, and institutions align business outcomes with legal clarity.
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