Advisory · Transaction Advisory
Know exactly what
you're buying in India.
Transaction advisory gives foreign acquirers and investors independent financial and tax due diligence, deal structuring, and valuation support for India deals — so you understand quality of earnings, hidden liabilities, and the right share-vs-asset structure before you sign. Delivered by an in-house team of CAs, company secretaries, and lawyers on the ground.
Acquiring or investing in an India business is only as safe as the diligence behind it. We test what the company really earns, quantify the tax and compliance exposure that would transfer to you, and structure the deal so the target's history doesn't become your problem.
- Financial DD
- Quality of earnings & risk
- Buy & sell-side
- Both sides of the deal
- In-house CAs
- On the ground in India
Why deals go wrong
An India deal looks attractive. Until you open the books.
- Quality of earnings
Are the reported profits real and repeatable?
Indian SME books often mix personal and business spend, defer liabilities, and overstate margins. Without a quality-of-earnings lens, you price the deal off numbers that won't hold.
- Hidden liabilities
What's lurking in GST, TDS, and statutory dues?
Unpaid tax, pending litigation, related-party loans, and ESI/PF gaps surface after closing — as your liability — unless diligence finds them first.
- Compliance history
Has the target actually stayed compliant?
ROC defaults, lapsed filings, and FEMA breaches can block the transaction or invalidate approvals. They need to be mapped before you sign, not discovered after.
- Deal structure
Is this a share deal or an asset deal — and why?
The wrong structure carries forward the target's tax and legal baggage. Structuring and diligence have to move together to protect the buyer.
A target's headline numbers rarely survive contact with its books. Quality-of-earnings adjustments, undisclosed tax dues, compliance defaults, and the wrong deal structure are where India transactions lose money — and all of them are findable before you commit.
What's included
What our transaction work actually covers.
End-to-end deal support — diligence, tax, structuring, and closing — handled by one in-house team.
Financial due diligence
A full quality-of-earnings review — normalising EBITDA, testing revenue recognition, working capital, and debt — so you know what the business really earns before you price it.
- Quality of earnings & normalised EBITDA
- Working capital & net-debt analysis
- Revenue & margin testing
Tax due diligence
We map direct and indirect tax exposure — income tax, GST, TDS, transfer pricing, and pending assessments — and quantify the liabilities that should shape price and indemnities.
- Direct & indirect tax exposure
- Open assessments & litigation
- Transfer-pricing risk
Compliance & legal review
ROC filings, statutory registers, FEMA/RBI compliance, material contracts, and litigation reviewed by our in-house CS and lawyers, so the target's history is fully understood.
- ROC & statutory compliance review
- FEMA / RBI history
- Material contract & litigation review
Deal structuring
We advise on share vs asset purchase, holding structure, and the most tax-efficient, FEMA-compliant route to fund the acquisition and hold the India business.
- Share vs asset analysis
- Acquisition & holding structure
- FEMA-compliant funding route
Valuation & price support
We translate diligence findings into a defensible view of value and a price-adjustment and indemnity position you can take into negotiation.
- Diligence-driven valuation inputs
- Price-adjustment positions
- Indemnity & escrow guidance
Closing & integration support
From SPA support to post-close accounting and compliance onboarding, the same team carries the target into your group reporting cleanly.
- SPA & condition support
- Completion accounts
- Post-close integration
How we work
From first look to a deal you can defend.
We agree the diligence scope, materiality thresholds, and the questions that actually matter for your investment thesis.
Quality of earnings, tax exposure, compliance history, and contracts — examined by our in-house CAs, CS, and lawyers in parallel.
We turn findings into a deal structure, price-adjustment position, and indemnity asks that protect you in negotiation.
SPA support, completion accounts, and a clean handoff into your group's accounting and India compliance.
FAQ
India transaction advisory, answered.
Financial due diligence is an independent investigation of a target's financial position before you buy or invest — testing the quality and sustainability of earnings, working capital, debt, and the accuracy of reported numbers. In India it matters especially because SME books often blend personal and business spending, carry undisclosed tax dues or related-party loans, and overstate margins. Diligence converts the headline numbers into a normalised, defensible basis for pricing the deal and setting indemnities.
Diligence the India deal before you commit.
Tell us about the target or opportunity and where you are in the process. We'll scope the diligence that matters and protect your price and risk position into close.
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