Fish & Chips Takeaways and an Indian Unicorn

It would be easy to look at the recent Singapore High Court proceedings surrounding Indian unicorn tech company Udaan as a straight victory for creditors. But viewed through another lens, Udaan looks set to take away the financing it needed, through a scheme involving a shell company aptly named Fish & Chips Limited.

Fish & Chips briefly held the keys to Udaan’s Indian operating business, while lawyers in Singapore tussled over who had the rights to the unicorn’s assets.

The Loan-to-Own Scheme

The mechanics, obtained from court filings, are straightforward.

Trustroot Internet Pvt. Ltd., Udaan’s Singapore holding company, had $120 million of private convertible notes outstanding, due to mature on June 30. Those notes were meant to convert into shares of Udaan’s Indian listing vehicle once the company went public. The IPO never came, and neither did repayment.

Six weeks before that maturity date – on May 14 – Trustroot’s Singapore subsidiary, Trustroot Payments Pvt. Ltd., quietly executed a $44 million secured credit facility. The loan was guaranteed by the parent and secured by first-priority mortgages over essentially all of the group’s material assets, including the equity in Udaan’s Indian operating business. It effectively positioned the new lenders ahead of the unsecured noteholders.

Court filings did not disclose who was behind the $44 million: the lenders were identified only as “Original Lenders,” which noteholders’ counsel pointed to as evidence the facility wasn’t an arm’s-length rescue loan.

According to the documents, Trustroot Internet’s failure to repay the unsecured notes at the June 30 maturity instantly triggered a cross-default clause within the $44 million facility. The next day, July 1, GLAS Trust accelerated the debt and demanded $65.6 million immediate payment from the borrower and the guarantor, comprising $37.5 million in outstanding principal, $3 million in unpaid payment-in-kind, or PIK, interest, and a $25.1 million make-whole penalty.

Also on July 1, GLAS Trust exercised its contractual powers to appoint Cosimo Borrelli as receiver over the secured assets, and within 24 hours, Borrelli transferred the Indian operational shares out of Trustroot and into Fish & Chips Limited for “safekeeping”, the court documents show.

To the unsecured noteholders, this was a textbook loan-to-own play: prime the existing debt with financing of undisclosed origin, let a default trigger enforcement, move the assets into a private shell overnight, then sell by private treaty before an unsecured claim could object.

Fish & Chips Delivery?

The Fish & Chips scheme delivered on speed. Within 24 hours of default, the assets that mattered most were out of the Singapore Holdco and sitting in a Borrelli-controlled shell company. That is the entire value of a loan-to-own structure – get the collateral moving before anyone can stop you.

But speed only wins if it goes unchallenged, and here it wasn’t. The unsecured noteholders – a group that includes Tor Investment Management, Samena Capital, Arena Investors, Arena APAC Investor SPV LLC, EvolutionX Debt Capital and Nomura Special Investments Singapore, collectively owed more than $91 million in principal and accrued interest – responded with equal speed.

Three actions were filed in the Singapore High Court within 48 hours: an injunction against the company and GLAS Trust, a winding-up petition seeking provisional liquidators, and a direct injunction against Borrelli to stop the shares moving again.

The blank “Original Lenders” designation became a central exhibit, feeding an allegation that the secured lenders behind GLAS might themselves be connected to Trustroot’s existing shareholders – the scheme’s own paperwork supplying the case against it.

The rapid response from a coordinated bondholder group with international counsel and a unified court hearing set for July 13, meant the calculus for whoever stood behind the $44 million facility had changed.

Rather than risk a court unwinding the security and the receivership on the basis of an undisclosed-lender scheme, the parties settled on July 12, and all three lawsuits were withdrawn.

Settling the Bill

The proposed settlement terms make clear what creditors will get. According to local media reports, total creditor claims of $178 million will be resolved through $35 million upfront in cash, $65 million in new secured convertible bonds due December 2028 at 13–15% interest, and the remaining $78 million converted into preferred convertible shares ranking senior to existing equity.

The formerly primed noteholders will come out with cash, senior secured paper and a share class ahead of the founders and existing backers who structured the original notes.

Trustroot, for its part, has reportedly obtained a new $45 million credit facility from BlackRock’s private credit arm, and existing backer Lightspeed Venture Partners has agreed to chip in more money. Trustroot had been unsuccessfully trying to raise new equity, debt or both for the previous seven or eight months to help the company, which has never been Ebitda positive, survive a cash crunch. Part of the fund raising challenge has been that the company and its existing minority shareholders, including Lightspeed, had wanted a higher valuation than was proposed by prospective new equity investors.

Measured against the idea of extracting Udaan’s most valuable assets and placing them beyond the reach of its unsecured creditors, the Fish & Chips scheme on its surface failed.

Measured against what it actually produced, the outcome looks different: the loan-to-own scheme forced a restructuring that neither side had managed to negotiate directly, far faster than months of conventional fundraising.

The litigation has been withdrawn, and a restructuring support agreement is expected to follow. Udaan’s path toward the IPO that the original notes were structured around is open again – and it was a fight over a Fish & Chips takeaway that got the deal done.
 

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