Escrow Basics
Escrow Use Cases
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April 15, 2025
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6 MINS READ

Introduction
In India's fast-growing startup ecosystem, venture capital (VC) has emerged as a key driver of innovation and economic development. Early-stage and growth-stage startups are at an all-time high, and as of 2025, the aggregate venture funding in India has already reached over $50 billion. As capital flows get more complicated and larger in volume, transparency and security in fund disbursal have become essential. This is where escrow accounts have come into the picture as a major tool in organizing venture capital transactions.
Escrow accounts are financial safeguards that hold funds in trust, only releasing them when predetermined conditions are met. In VC transactions, they serve as a neutral ground that builds confidence among investors, startups, and legal stakeholders. In this blog, we delve into why escrow is becoming indispensable in the Indian VC landscape and how platforms like Castler are pioneering this transformation.
Understanding Escrow in the VC Context
Venture capital funding usually comprises a number of intricate layers—term sheets, due diligence, milestone tranches, regulatory approvals, and a number of participants (founders, investors, law firms, banks, etc.). Conventional funding mechanisms frequently lead to delays, conflicts, or loss of control over movement of funds.
Escrow accounts address these issues by safely holding investor funds until certain contractual obligations are fulfilled. Whether a seed round is needed to verify product prototype feasibility or a Series B distribution based on meeting revenue milestones, escrow provides a means to address these contingencies with little risk.
For instance, an investor could agree to disburse funds to a SaaS company in three tranches: on MVP handover, onboarding of 100 paid users, and reaching INR 1 crore in MRR. Using an escrow account, all of these milestones become conditional release triggers for funds, making things smoother and more trustful.
Why Venture Capitalists are Adopting Escrow
The VC ecosystem lives or dies on trust, and escrow accounts give it enormously effective trust-enablement infrastructure. They are good for both sides of the table. Investors have assurance that their capital is not abused, and founders enjoy having an unambiguous, conflict-free mechanism for accessing funds.
Risk Mitigation
Risk avoidance is one of the main benefits. Misrepresentation, fraud, and governance failure can undermine confidence in investors. Escrow mitigates such risk by serving as a neutral third-party holding money until conditions are confirmed.
Compliance and Legal Clarity
With greater scrutiny by the Securities and Exchange Board of India (SEBI) and the Reserve Bank of India (RBI), VC transactions must adhere to stringent KYC/AML guidelines. Escrow platforms that incorporate these verifications ensure legal certainty and reduce the likelihood of regulatory non-compliance.
Learn more about SEBI's venture funding guidelines and RBI's escrow compliance regulations.
Efficient Disbursal
Conventional fund release cycles take days or weeks through paperwork, bank ratifications, and coordination among parties. Escrow frameworks simplify this process through smart contracts and API-based integrations, providing instant, conditional fund transfers.
The Escrow Role in Various Phases of VC Financing
Escrow accounts are not only used for seeds or Series A rounds alone. They find application across various stages of the VC cycle.
Seed and Angel Investment
They are generally high-risk investments with little due diligence. An escrow mechanism may allow angel investors to protect their capital until some early project milestones, e.g., team assembly or prototype construction, are achieved.
Growth Stage Funding
Series B, C, and later require higher amounts and more stringent performance thresholds. Escrow makes each tranche conditional on financial metrics such as ARR, net retention, or profitability, minimizing conflicts.
Exit and Secondary Transactions
In secondary sales or M&A, escrow accounts play an important role in keeping the money intact until legal clearances and ownership transfer are carried out. They prevent last-minute failures or legal blockages.
Benefits for Founders
While escrow can be seen as a limitation by some founders, it is actually an enabler. Having confidence that a well-defined and automated system controls fund flow enables founders to plan operations more securely. It also offers credibility in investor negotiations.
Furthermore, where startups have multiple co-founders or investors, escrow accounts minimize internal friction through consensus-based disbursal of funds, thus ensuring team harmony and investor relations.
How Castler is Leading the Way in Escrow for VC Transactions
Castler, India's premier digital escrow platform, is revolutionizing the way venture capital transactions are conducted. Here's how:
Bank-Supported Infrastructure: Castler collaborates with major Indian banks to offer RBI-regulated, fully compliant escrow accounts.
Modular Escrow Terms: Castler enables detailed control over release conditions for funds, customized to every VC deal.
Automated Smart Contracts: Funds can be released automatically when milestones are verified, with blockchain-quality audit trails.
KYC/AML Ready: The platform makes sure all parties complete robust KYC and AML verification, up to SEBI and RBI standards.
Head to Castler's official website to discover VC-centric escrow offerings.
Case Study: Escrow in Action for a HealthTech Startup
A Bengaluru healthtech startup raised $2 million in a Series A round. The VC investor used Castler to structure the release of funds into three tranches based on:
Recruitment of core tech and ops teams
Successful launch in three Indian cities
Reaching a monthly user base of 50,000
Each milestone was audited by an independent auditor. Funds were automatically released through Castler's escrow system, minimizing friction, accelerating operations, and ensuring transparency to all stakeholders.
Future of VC Funding with Escrow
With India's VC system evolving, so does the demand for strong, technology-based capital management systems. Escrow accounts, particularly those supported by platforms like Castler, are likely to be a cornerstone in venture financing.
New developments like tokenized equity, SAFE notes, and SPVs (Special Purpose Vehicles) will benefit increasingly from escrow integrations. As Indian startups attract global investors, transparent, auditable, and compliant capital flows are no longer a choice.
Conclusion: Castler – Enabling Safe and Scalable VC Funding
Escrow accounts have come a long way from legal afterthoughts to being valuable assets in VC funding. Escrow accounts assure funding with certainty, enabling both startups and investors to agree on objectives, prevent risks, and conduct business transparently.
Castler is at the leading edge of this evolution, providing a potent mix of compliance, automation, and scalability. For VCs and startups wanting to future-proof their deals and governance arrangements, Castler delivers the trust layer India's innovation economy so desperately requires.
Discover Castler's escrow solutions for venture financing or schedule a demo to embed escrow in your next deal.
Written By

Chhalak Pathak
Marketing Manager