Introduction
WestBridge Capital US Advisors, LP (formerly known as WestBridge Capital US Advisors, LLC)
(“WestBridge Capital US” or “the Adviser”) is a Delaware limited partnership. The Adviser
consists of WestBridge Capital US and its “Relying Advisers” as that term is described in the SEC
Staff No-Action Letter dated January 18, 2012 to the American Bar Association, Business Law
Section, and as detailed below. The Adviser’s headquarters are located in San Mateo, California,
with Relying Adviser offices in Ebene, Mauritius, and Bangalore, India. As of December 31,
2023, WestBridge Capital US and its Relying Advisers had $ 7,955,585,937 of discretionary
regulatory assets under management. WestBridge does not currently manage any client assets on
a non-discretionary basis.
The Adviser
WestBridge Capital US Advisors, LP
WestBridge Capital US is a private equity investment firm specializing in public and private mid-
sized companies in India for long-term investment opportunities. The Adviser initially registered
with the Securities Exchange Commission (“SEC”) on February 14, 2012 and is owned principally
by Sumir Chadha.
The Adviser is dedicated to providing investment advisory services to private investment funds,
and serves as adviser to the WestBridge Crossover Fund, LLC, and its subsidiaries. Each of
WestBridge Crossover Fund, LLC, WestBridge AIF Master Fund, LLC; WestBridge SPV-SH,
LLC; WestBridge SPV-SH II, LLC; WestBridge Ventures II, LLC; WestBridge AIF I and Setu
AIF Trust is referred to as a “Fund” and collectively, as the “Advisory Clients”.
The Adviser tailors its advisory services to the specific investment objectives and restrictions of
each private fund pursuant to the investment guidelines set forth in each fund’s governing
documents. The board of directors or equivalent for each respective fund considers and approves
all investments for such fund.
For more information on the Funds, please see Advisory Business below.
The Relying Advisers or the “Affiliates”
WestBridge Capital Management, LLC, WestBridge Capital Partners, LLC and Mountain
Managers Private Limited (collectively, the “Investment Managers”)
WestBridge Capital Management, LLC (“WestBridge Capital Management”)
WestBridge Capital Management is the investment manager of the WestBridge Crossover Fund,
LLC (the “Crossover Fund”), a Mauritius limited liability company with limited life.
Other duties of WestBridge Capital Management with regard to the Crossover Fund include: (i)
entering into advisory agreements with one or more advisors, including WestBridge Advisors LLP
(“WestBridge Advisors”); (ii) making buy or sell recommendations to the Crossover Fund’s board
of directors; (iii) monitoring the performance and status of Crossover Fund investments; (iv)
investment related functions; (v) facilitating the provision of reports and other communications to
Crossover Fund investors; (vi) maintaining the Crossover Fund's books and records; and (vii)
furnishing the Crossover Fund with office supplies, equipment and clerical services.
WestBridge Capital Management also serves as the investment manager of the WestBridge AIF
Master Fund, LLC (the “AIF Master Fund”); WestBridge SPV-SH, LLC; WestBridge SPV-SH II,
LLC (together the “SPV-SH Funds”), which are all Mauritius limited liability companies with
limited life. WestBridge Capital Management accordingly provides each of the AIF Master Fund
and the SPV-SH Funds with investment advisory services.
WestBridge Capital Management also serves as the investment manager of WestBridge US
Employees Holdings, LLC (“US Employees LLC”), a Delaware limited liability company set up
to invest in certain shares of the Crossover Fund.
WestBridge Capital Partners, LLC (“WestBridge Capital Partners”)
WestBridge Capital Partners is the investment manager of WestBridge Ventures II, LLC (the
“Venture Fund”), a Mauritius limited liability company with limited life. The term of the Venture
Fund expired on August 04, 2019 and it is accordingly closed to new investors and is in the process
of solely liquidating its remaining investments and distributing assets to investors.
WestBridge Capital Partners also serves as the investment manager of Jwalamukhi Investment
Holdings (“JIH”), and Mathey Investment Holdings (“MIH”), both Mauritius limited liability
companies with limited life and wholly owned subsidiaries of the Crossover Fund, and accordingly
provides the aforesaid entities with investment advisory services.
WestBridge Capital Partners renders advisory and supervision services in relation to the listed and
to-be listed portfolio companies of the Crossover Fund and also discharges certain compliance,
risk management, administrative and other responsibilities.
WestBridge Capital Partners also provides assistance with execution and settlement of trades
pursuant to Services Agreements executed with two co-investment trusts (namely Konark Trust
and MMPL Trust, and collectively, the “Co-Investment Trusts”), both of which have been
set up
in accordance with applicable Indian trust laws and both of which co-invest with the Crossover
Fund and all of its subsidiaries as may be determined for the purposes of US GAAP.1
The beneficiaries of the Co-Investment Vehicles are certain eligible employees of WestBridge
and/or their family members. See Item 11 (Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading) for more information about co-investments.
1 The Co-Investment Trusts and the US Employees LLC shall collectively be referred to as the “Co-Investment
Vehicles” in this Brochure.
Other duties of WestBridge Capital Partners include: (i) entering into advisory agreements with
one or more advisers, including WestBridge Capital US and WestBridge Advisors; (ii) making
buy or sell recommendations to the respective board of directors or equivalent for the Venture
Fund, JIH and MIH, as the case maybe; (iii) monitoring the performance and status of investments
of the aforesaid fund entities; (iv) investment related functions; (v) facilitating the provision of
reports and other communications to Venture Fund investors; (vi) assisting in the maintenance of
the Venture Fund's books and records; and (vii) furnishing the Venture Fund with office supplies,
equipment and clerical services.
Mountain Managers Private Limited (“Mountain Managers”)
Mountain Managers is the Investment Manager and sponsor of each of WestBridge AIF I (“AIF
I”) and Setu AIF Trust (“Setu”), and in that capacity is authorized to make decisions, including
investment and/or divestment decisions, on behalf of AIF I and Setu respectively.
Collectively, the Investment Managers are charged with the administration and facilitation of
investments for each of the Advisory Clients, and act as the “manager” with respect to investment-
related and other functions of the respective Funds.
WestBridge Advisors LLP (“WestBridge Advisors”)
WestBridge Advisors is a limited liability partnership incorporated under the laws of India and
provides non-binding investment advisory services to WestBridge Capital Management in relation
to the Crossover Fund and its subsidiaries and to WestBridge Capital Partners in relation to JIH,
MIH and the Venture Fund.
Collectively, WestBridge Capital US and its Relying Advisers are “WestBridge.”
The Advisory Business
WestBridge provides advisory services to each of the Advisory Clients in accordance with their
respective investment objectives, as detailed below.
The Crossover Fund and subsidiaries’ purpose is to invest in public and private securities,
primarily in companies headquartered in or with a significant nexus to India or South Asia, and
companies led by Indian entrepreneurs or with business linkages to India. The primary focus will
be to invest in equity and equity related instruments with a view to achieving long-term capital
gains and sustainability.
The Venture Fund invested in private equity and equity-related investments, primarily in Indian
and non-Indian companies which have business linkages to India, in the technology and
technology-enabling sector. The term of the Venture Fund expired on August 04, 2019 and it has,
in accordance with applicable laws, appointed an Administrator to assist with the liquidation of its
remaining assets in an orderly and timely manner, and relies on the services of the Venture Fund’s
Investment Manager and Investment Advisers for the aforesaid.
AIF I and Setu invests across multiple sectors in India, which include, but are not limited to,
financial services and consumer products and services.
The AIF Master Fund focuses on investing in AIF I and may possibly invest in other alternate
investment funds (“AIFs”) in the future. The two SPV SH Funds focus on investments into the
AIF Master Fund.
The Funds are offered exclusively to “accredited investors” as defined under the Securities Act of
1933 and/or “qualified purchasers” as defined in the Investment Company Act of 1940, as
amended (the “Company Act”) and pursuant to Section 3(c)(1) or Section 3(c)(7) of the Company
Act and are therefore not required to register as investment companies under the Company Act
private fund exemption. Investors in a Fund (“Investors”) and prospective Investors should refer
to the governing documents of the relevant Fund for complete information on the investment
objectives and restrictions with respect to that Fund. There is no assurance that any of the Funds’
investment objectives will be achieved.
Additionally, and in accordance with common industry practice, the Funds may enter into “side
letters” or similar agreements with certain Investors, pursuant to which the Investor is granted
specific rights, benefits, or privileges that are not made available to all Investors generally. The
Funds generally enter into side letters only with Investors who make substantial commitments of
capital, and side letter provisions typically are not indefinite in term. All such agreements are
negotiated prior to the time of investment. WestBridge complies with the requirements of such
side letters to the extent required.