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.
- Quality of earningsNormalised
- Tax & GST exposureQuantified
- Deal structureAdvised
- Financial DD
- Quality of earnings & risk
- Buy & sell-side
- Both sides of the deal
- In-house CAs
- On the ground in India
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 our transaction work actually covers.
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
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.
India transaction advisory, answered.
What is financial due diligence and why does it matter for an India acquisition?
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.
What's the difference between transaction advisory and an audit?
An audit gives an opinion on whether historical financial statements are fairly stated under accounting standards. Transaction advisory is forward- and deal-focused: it normalises earnings, quantifies tax and compliance exposure, advises on structure and price, and supports negotiation and closing. An audit confirms the past; transaction advisory tells you what the business is worth and what risks transfer to you in a deal.
Do you provide buy-side and sell-side due diligence?
Yes. On the buy side we investigate the target to protect the acquirer's price and risk position. On the sell side (vendor due diligence) we prepare the business for sale — surfacing and fixing issues before buyers find them, and producing a credible fact base that supports value and a faster process.
What hidden risks commonly surface in Indian SME deals?
The recurring ones are quality-of-earnings adjustments (personal spend, one-offs, aggressive revenue recognition), unpaid or under-provided GST/TDS and income tax, related-party loans and guarantees, ROC and statutory non-compliance, FEMA breaches on prior foreign funding, and pending litigation or labour-law (PF/ESI) liabilities. Each can move price or require an indemnity, which is why they're mapped before signing.
Should I structure the India deal as a share purchase or an asset purchase?
It depends on the risk and tax trade-off. A share purchase is simpler but carries forward all of the target's historical liabilities; an asset purchase lets you cherry-pick assets and leave liabilities behind but can trigger more tax and consent requirements. We model both against the diligence findings and your goals, including the FEMA-compliant route to fund and hold the India business.
How long does India transaction due diligence take?
A focused financial and tax due diligence on an India SME typically runs three to five weeks from data access, depending on the quality of the target's records and the deal's complexity. We scope to materiality so the timeline stays tied to the issues that actually affect your decision, and we flag deal-breakers early rather than at the end.
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.