Build-Operate-Transfer (BOT) for GCCs in India: how it works, phase by phase
How build-operate-transfer works for a GCC in India: the phases, deal structures, typical durations, pricing, what transfers at the end and the main risks.
By Onfocus editorial team. Published . 11 min read.
Build-operate-transfer (BOT) is a way to set up a Global Capability Center (GCC) in India in which a specialist provider builds the center for you, runs it under a services contract for an agreed period, and then hands the entity (or its assets, people and contracts) over to your company. You get a working team quickly, and you end up owning a captive center without having to learn Indian incorporation, payroll and compliance from a standing start.
In practice a BOT engagement runs in four stages: design, build, operate and transfer. Providers publish build periods of roughly 8 to 16 weeks to first hires and operate periods of 18 to 36 months, though these are indicative vendor figures (eCorpIT, Aug 2026). The structure you choose at the start decides how the transfer works, what it costs and where it can go wrong, so it deserves more attention than it usually gets.
What BOT means for a GCC
Search for "build operate transfer India" and most results describe infrastructure, where a private company builds a highway or power plant under a public-private partnership, runs it for a concession period and then hands it to the government. This article covers the corporate version, in which the thing being built and handed over is an offshore capability center with its own staff, systems and legal entity.
The corporate model has become more relevant as the GCC market has grown. India had 2,117 GCCs employing about 2.36 million people and generating about US$98.4 billion in revenue in FY26 (Business Today, May 2026). At the CII GCC Business Summit, the finance minister said new GCCs were being formed at roughly one a day, against about one a week in 2024 (PSU Watch, Jul 2026).
You will sometimes see the model called build-operate-transform, because the handover turns a managed team into your own capability center. The legal event is still a transfer of shares or assets, and that is the term contracts use. At least one state policy now names the model directly: the Odisha GCC Policy 2025 expressly recognizes BOT (Sagus Legal via Legal 500, Oct 2026).
How a BOT engagement works, phase by phase
Design
A design phase usually comes before the build (Morgan Lewis, Jun 2024). This is where you fix the structural variant, the city, the first roles, the governance model and the conditions that will trigger transfer. It is also the right moment to plan how gratuity and other employee benefits will line up with your own policies after handover (Morgan Lewis, Mar 2025).
Build
The provider sets up a legal entity (or a ring-fenced unit inside its own company), secures premises, procures services and staffs the center (Morgan Lewis, Jun 2024). IT and ITeS allow 100% foreign direct investment under the automatic route, so no prior government approval is needed, though at least one director must have been resident in India for 182 days or more in the previous year, and Form FC-GPR is due within 30 days of share allotment (TaxAJ, Oct 2026).
Consultancies quote 7 to 15 business days for incorporation via SPICe+ and 4 to 8 weeks from documents to a live company when directors are foreign (Treelife). A provider that already runs payroll, recruiting and office operations can hire while the entity is being formed.
Operate
During operate, the center delivers contracted services much like a traditional outsourcing arrangement, with service descriptions, SLAs and governance (Morgan Lewis, Jun 2024). Your people should be involved from the start: approving hires, setting engineering standards and appointing the leaders who will run the center after handover.
The phases overlap. Operate starts before build is finished, and transfer preparation should begin midway through operate rather than at the end (Wisemonk, Oct 2026).
Transfer
When the agreed triggers occur, the GCC entity or its assets pass to you, usually followed by a transitional services agreement (TSA) so the provider keeps supporting functions you have not yet taken in-house (Morgan Lewis, Jun 2024). One law firm sets out the sequence as share transfer or equity issuance first, then contract assignment, then IP migration, then onboarding employees under parent governance (IMC via Legal 500, May 2026).
Three ways to structure a BOT
Morgan Lewis describes three structural variants and advises choosing one at the outset (Morgan Lewis, Jun 2024).
| Variant | Who holds the center during operate | How the transfer happens | Trade-offs |
|---|---|---|---|
| Asset-based | The provider, with your team ring-fenced inside its own company | Business transfer (slump sale) of the unit's assets, contracts and people | You can pick which assets you take; heavier tax and stamp duty |
| Provider-owned entity with a call option | The provider, through a dedicated Indian company | You exercise an option over 100% of the shares | Employer stays the same; you need due diligence on the company |
| Joint venture | You and the provider together | You buy out the provider's stake | Shared control during operate; buyout terms need care |
The comparison of share purchase and slump sale draws on Wisemonk and Chandhiok & Mahajan via Legal 500. A private limited company is the usual end-state vehicle because equity transfers cleanly, and branch offices are generally avoided for long BOT cycles (IMC via Legal 500, May 2026). A branch has a further drawback: its services to the head office do not qualify as GST exports (TaxAJ, Oct 2026).
How long each phase takes
Every published duration below comes from BOT and GCC providers, so treat the figures as indicative.
| Stage | Published range | Source |
|---|---|---|
| Build to first hires | 8 to 12 weeks; or 8 to 16 weeks | Wisemonk, Oct 2026; eCorpIT, Aug 2026 |
| Operate | 18 to 36 months; or 2 to 3 years | eCorpIT, Aug 2026; Wisemonk, Oct 2026 |
| Captive set up directly, for comparison | 6 to 12 months to operational; or 16 to 24 weeks to first hire plus entity setup | Wisemonk, Oct 2026; eCorpIT, Aug 2026 |
The operate period is the variable that matters most. A shorter one lowers total fees but leaves less time to install your own leadership and processes, and a center handed over before it can run without the provider tends to need a long TSA anyway.
How BOT pricing is structured
Law-firm commentary describes a common pattern: design and build are often charged as a fixed fee, operate is often priced per full-time employee, and the transfer may carry employee transfer fees or facility usage fees (Morgan Lewis, Mar 2025). During operate, providers typically describe the charge as pass-through costs (salaries, rent, equipment) plus a management fee.
Providers publish total figures, which are indicative only. One puts a traditional BOT at US$300,000 to US$1 million against US$0.5 million to US$3 million for a captive built directly (Wisemonk, Oct 2026). Another quotes US$0.8 million to US$2 million for a 20 to 50 person BOT over 18 to 24 months (eCorpIT, Aug 2026). The same source notes that BOT is often costlier per head during operate because of partner fees and dual governance. We break these numbers down in what it costs to set up a GCC in India.
Settle the transfer fee basis in the contract, not at the end. It can be a fixed amount, a formula or the book value of assets, and it can step down the longer the operate phase runs. The provider's capital gains on transfer should also be priced into the BOT fee from the start (Bar & Bench, Jun 2026), so ask how that has been handled.
After handover, the economics change. Your Indian subsidiary usually bills the parent at cost plus a transfer-pricing markup. Budget 2026-27 set a single 15.5% safe-harbour margin on operating cost for IT services (Taxmann, Feb 2026). As of November 2026, sources differ on whether it applies from 1 April 2026 or remains a draft for tax year 2026-27 (TaxAJ, Oct 2026; KPMG).
What transfers at the end
A transfer clause that does not list exactly what moves leaves room for dispute at the worst moment. At a minimum it should cover:
- The shares of the Indian company, or the business assets if the team was ring-fenced inside the provider
- Employees, including service continuity, gratuity and provident fund (EPFO) accounts
- The office lease, which must be assignable if you will take over the facility, noting that SEZ bonding requirements can affect timing (Morgan Lewis, Mar 2025)
- Vendor contracts, software licenses and IP created during operate
- Regulatory records, since FEMA filings must be updated if shareholding or valuation changes at transfer (IMC via Legal 500, May 2026)
On tax, a transfer of a going concern is likely exempt from GST, and the transfer itself is typically not a transaction covered by the transfer-pricing chapter (Bar & Bench, Jun 2026).
Employees are where the two main structures differ most. In a share purchase the employing company does not change, so employment continues. In a business transfer, employees move to a new employer, and the rules on continuity of service and consent now sit under India's labour codes, which took effect on 21 November 2025 (Lakshmikumaran & Sridharan). The Industrial Relations Code is understood to carry over a transfer-of-undertaking provision from the old Industrial Disputes Act; confirm the wording with counsel. For the full mechanics, see the BOT transfer: share purchase vs slump sale.
Risks and how to mitigate them
| Risk | What it looks like | Mitigation |
|---|---|---|
| Dependency lock-in | The provider becomes the decision center and knowledge never moves to your people | Appoint your center head and key leads during operate; make documented runbooks a deliverable |
| Compliance divergence | Payroll, contract or FEMA records split between provider and parent | Keep one set of records in the entity that will transfer; reconcile fund flows to contract terms |
| Valuation disputes | Disagreement over assets, employees and IP delays or unwinds the transfer | Fix the valuation method and asset register in the original contract |
| Wrong structure | A variant that doesn't fit your tax or employee plans | Decide the variant in the design phase with Indian counsel |
| Permanent establishment | A provider that negotiates or concludes contracts for you can create PE exposure | Limit the provider's role to delivering services, not signing on your behalf |
| Recharacterization | Authorities treat the provider as part of your group if you control it too closely | Maintain and document the provider's independence |
| Service gaps after transfer | Functions the provider ran (payroll, IT, facilities) stop at handover | Agree a TSA with defined services and an end date |
The first three risks come from IMC via Legal 500 (May 2026), which also notes that a mismatch between contract terms and fund flows causes delays with authorized dealer banks. The structural and post-transfer risks come from Morgan Lewis (Jun 2024). The PE point is from Sagus Legal via Legal 500 (Oct 2026), and Bar & Bench (Jun 2026) flags agency PE as most relevant before transfer, along with the recharacterization risk.
Who BOT suits
Provider comparison pages position BOT for companies committed to scaling a center in India that lack experience running an Indian entity and want to share setup risk with a partner (ANSR, Jun 2026; Dev Mantra). In plain terms, it fits when you are confident you want to own the center in two or three years but don't want to build the HR, payroll, compliance and facilities functions yourself on day one.
It fits less well in three situations. If you only need capacity for defined work, outsourcing avoids the transfer altogether. If you are testing India with a small team, an employer of record is faster and cheaper to unwind. If you already run Indian operations and the work is IP-sensitive, setting up your own subsidiary directly may be simpler. We compare all four in BOT vs captive vs EOR vs outsourcing.
Mid-market and private-equity-backed companies are now a large part of the market: Zinnov counts 583 mid-market GCCs and 504 PE-backed GCCs (Zinnov, May 2026). These companies often have the strongest case for BOT, because they rarely have an in-house team that has set up an Indian entity before.
The AI-first GCC angle
New centers are increasingly built around AI work. EY's GCC Pulse Survey 2025 found that 58% of GCCs in India are investing in agentic AI and 83% in generative AI, and that two-thirds have dedicated innovation teams (EY, Nov 2025). EY followed with a paper on the agentic AI-first GCC (EY, Mar 2026).
Large providers have built offerings around the idea. Infosys launched an AI-First GCC model (Business Standard, Nov 2025) and publishes an AI-first GCC index (Infosys, 2026), and TCS launched GVIC, a unit for AI-native GCCs (YourStory).
For a BOT, this changes the design phase more than anything else. AI and data roles are 18% of projected GCC hiring in 2026 and the fastest-growing category (Business Today, Jul 2026), and AI/ML increments ran at 21.1% in FY26 against 9.8% across all GCCs (Zinnov, 2026). Budget for that pay premium and decide early which data the India team can access. The contract should also list models and data pipelines built during operate as IP that transfers.
How Onfocus can help
Onfocus is based in Hyderabad. We already recruit and run engineering teams for clients in fintech, banking and Web3, and we run a graduate training program. We offer that capability as a Build-Operate-Transfer service for companies planning their own GCC in India, and our build-operate-transfer page describes how the service works.
This article is general information, not legal or tax advice. Confirm the details for your situation with Indian counsel and a chartered accountant.
Frequently asked questions
- What is the build-operate-transfer model for a GCC?
- A provider builds a Global Capability Center in India for you, runs it under a services contract for an agreed period, then transfers the entity or its assets, people and contracts to your company. It is different from the infrastructure BOT used in public-private partnerships for roads and power plants.
- How long does a BOT engagement for a GCC take?
- Provider-published figures put the build at roughly 8 to 16 weeks to first hires and the operate phase at 18 to 36 months before transfer. These are indicative vendor ranges, and the phases usually overlap.
- How is a BOT engagement priced?
- Design and build are often charged as a fixed fee, operate is usually priced per full-time employee or as pass-through costs plus a management fee, and the transfer may carry a transfer fee. The basis for the transfer fee should be agreed in the original contract.
- What happens to employees when a BOT center transfers?
- In a share purchase the employing company stays the same, so employment continues. In a business transfer employees move to a new employer under India's labour codes, so continuity of service, gratuity and provident fund accounts need to be planned with counsel.
- What are the main risks of a BOT model?
- The main risks are dependency on the provider, compliance records split between provider and parent, valuation disputes at transfer, permanent establishment exposure and recharacterization if the provider is not independent. Most can be reduced by fixing the structure, transfer terms and leadership plan early.