Surbhi Kapoor

Partner
General Corporate, Transactions & Project Finance Partner

Phone

+919873300940

Email

surbhi@ksandk.com

Professional Summary:

Surbhi is an accomplished corporate and transactional legal professional with extensive experience in drafting agreements, negotiating deals, and contracts across commercial, corporate, banking, and project finance matters. Her expertise includes structuring and documentation of joint venture agreements, share purchase and subscription agreements, shareholders’ agreements, debenture and loan facility agreements, bailment and facility agreements, asset purchase agreements, aircraft purchase agreements, media and sports contracts, and celebrity endorsement agreements. She advises national and international clients on regulatory compliance under Indian laws and provides strategic guidance on day-to-day operational and legal matters. Surbhi also has significant experience in conducting comprehensive due diligence for both domestic and cross-border transactions, identifying potential risks, and ensuring adherence to statutory and regulatory requirements. She has acted as local legal counsel for various financial institutions, banks, and NBFCs.

Representative Clients:

Zetwerk Manufacturing, First Abu Dhabi Bank, Volvo, PWC, iBUS, Ver se Innovation, Amazon, Johnson, Bank of Baroda, State Bank of India, Union Bank of India, CBRE, IndusInd Bank, Proparco, Bothra Group, Hubergroup, LSG Sky Chefs, Shree Cements, India 1 payments, Waycool,     Skycop, Bridgestone, Office Banao, LIBF, Swageazy, Xylem, CISCO, Johnson & Johnson, SMAS, etc.

Practice Focus

General Corporate

Day-to-day operational advisory, regulatory compliance under Indian law and corporate governance for national and international clients.

M&A Transactions & Advisory

Share purchase and subscription agreements, business transfer agreements, joint ventures and shareholders’ agreements across the full deal lifecycle.

Banking & Project Finance

Lenders’ and borrower’s counsel for financial institutions, banks and NBFCs; security packages, loan documentation and project finance.

ESG

Environmental, social and governance due diligence, including vendor assessment for infrastructure and electric vehicle charging projects.

Employment Laws

Employment documentation and advisory, including restrictive covenants identified through transactional due diligence.

Forums & Jurisdictions

Representative Matters & Reported Cases

Transactions

Lead counsel on cross-border acquisitions spanning India, the UK, Australia and the USA; lenders’ counsel on a EUR 15 million senior credit facility; buy-side lead on a INR 33.50 crore ready-mix concrete asset purchase; and lead on a USD 6,500,000 share purchase for a multinational software company.

Key Work Highlights

Indicative Experience

  • Represented Proparco as the Lender’s Legal Counsel in connection with a €15 million senior credit facility to GRP Limited for partial project financing. Assisted with high-level due diligence, structuring of the security package, bankability review, drafting loan and security documents, and reviewing government NOCs and tripartite agreements to facilitate tranche-based disbursements for GRP’s recycling expansion.
  • Prepared and presented an ESG due diligence report to the board of an automobile sector client, focusing on vendor selection for charging station infrastructure.
  • Represented an investor in the acquisition of shares in a special purpose vehicle established to handle cargo operations on a DBFOT basis under a concession agreement with a governmental port authority, including closing transactional and definitive agreements.
  • Acted as legal counsel for investors of a company offering office space solutions, advising on rights under shareholders’ agreements, restrictive covenants in employment contracts, and highlighting red flag issues related to equity structure.
  • Assisted foreign clients in various cross-border transactions, advising on RBI compliance, including external commercial borrowings, non-convertible debentures, overseas investments, and foreign direct investment (FDI) into India.
  • Conducted due diligence and prepared a legal fact book for an Indian subsidiary of a German company manufacturing liquid inks, covering a five-year look-back period.
  • Drafted and finalized local country agreements for a client availing facility management services based on global master service agreements and SOWs, coordinating discussions at the global level.
  • Conducted detailed due diligence for asset-purchase transactions, identifying red flags related to asset ownership and land parcels, and drafted definitive purchase agreements.
  • Led the banking and finance team in finalizing and closing loan facility and security documentation for various government and private banks, liaising with bank law officers prior to loan disbursement.
  • Drafted the concession agreement for warehousing and logistics development under the Hyderabad Metropolitan Development Authority Project.
  • Led due diligence for international clients, including Knorex Pte Limited, in connection with proposed business acquisitions, and drafted definitive agreements such as share purchase and business transfer agreements.
  • Conducted due diligence identifying restrictive clauses under transfer of hostel undertaking agreements executed between universities and private companies, in relation to a loan facility takeover by the client bank.
  • Drafted and closed data sharing, distribution, partner integration, vendor, and service agreements for clients in sectors including education, gifting platforms, engineering solutions, and eyewear.
  • Reviewed, negotiated, and executed the debt trust deed and related security documents before the security trustee.

Surbhi Kapoor

Partner
General Corporate, Transactions & Project Finance Partner

Expertise

Key Facts

9+
Years PQE
2017
Year of Enrolment
15
Months CS Articleship
35+
Representative Clients

Education

LL.B.
Faculty of Law (Law Centre-1), Delhi University
2017
Company Secretary
Institute of Company Secretaries of India
2014
B.Com (Hons.)
Mata Sundri College for Women, Delhi University
2010

Certifications & Memberships

Bar Council of Delhi
Institute of Company Secretaries of India (ICSI)

Awards & Recognition

2025
Rising Stars of the Year: Corporate
Achromic Point — General Counsel Summit, Conference & Awards 2025, Mumbai

Panel Appointments

Representative Clients

Sector Coverage

Cement Compressed bio-gas Education Fintech IT & SaaS Retail Automobile Infrastructure Media & Advertisement E-commerce Aviation Sports Celebrity Endorsement

Core Strengths

Leading corporate, commercial, banking, finance and project transactions Client servicing and management on turnkey projects as designated point of contact Risk mitigation with a strong focus on detail and turnaround time Securing and winning tenders through competitive RFP processes Cross-border transactions with expertise in stakeholder management