Transaction & Financial Advisory

Financial due diligence covers examination of three to five years of audited financial statements and management accounts, quality of earnings analysis, one-time items, related-party adjustments, accounting policy changes, working-capital normalisation, net debt computation, pending income-tax/GST matters, contingent liabilities, significant contracts and key customer/supplier concentration. We also review data-room documents, management explanations, statutory records, bank statements and reconciliation schedules to identify deal risks before signing. Findings are presented in a structured due diligence report with executive summary, red flags, quantified exposures and financial metrics for the investor’s or acquirer’s decision-making.

We prepare business valuations using discounted cash flow (DCF), net asset value (NAV), comparable company multiples such as EV/EBITDA and P/E, and earning capitalisation methods. Valuations are prepared for share transfers, investor negotiations, FEMA pricing, mergers/demergers, exchange ratio analysis, ESOP/management discussion, internal decision-making and regulatory or court-related requirements. The valuation report explains the methodology, assumptions, value drivers, sensitivity points and conclusion on value, with appropriate professional documentation and UDIN wherever applicable.

We advise on structuring transactions to achieve business objectives while managing tax efficiency, regulatory compliance and commercial risk. This covers choice between share purchase, asset purchase, slump sale or business transfer; earn-out and deferred consideration mechanisms; escrow arrangements; representations and warranties; indemnity and tax-protection clauses; RBI, SEBI or sectoral approvals; stamp-duty implications and sequencing of transaction steps. A transaction-structuring note is prepared with options, pros and cons, compliance implications and a recommended route for discussion with legal counsel and stakeholders.

We analyse the target’s working-capital cycle, debtor collection days, creditor payment days, inventory holding days and cash conversion cycle. Normalised working capital is computed for purchase-price adjustment purposes, and unusual items such as overdue receivables, slow-moving stock, unpaid statutory dues, abnormal creditor build-up and one-time advance receipts are separately identified. Cash-flow analysis covering operating, investing and financing cash flows is prepared to assess business sustainability, acquisition-debt serviceability and post-transaction funding needs. Working-capital peg computation for SPA discussion is also supported.

We assist in financial analysis for merger consideration and exchange ratio computation, preparation of appointed-date financial statements, goodwill or capital reserve computation, tax and deferred-tax impact analysis, and coordination of audit/tax audit for pre-merger periods. NCLT petition requirements for financial statements, valuation inputs and financial annexures are supported. We also assist with post-merger integration of books, ledgers, statutory registrations, fixed asset records, tax balances and compliance tracking so that the merged entity’s accounting and reporting system remains clean after implementation.

Slump sale of a business undertaking — transfer for a lump-sum consideration without values being assigned to individual assets and liabilities — requires careful tax, valuation and documentation review. We compute capital gains and net worth of the undertaking under Section 50B of the Income-tax Act, 1961 / Section 77 of the Income-tax Act, 2025, as applicable, prepare or support the required accountant’s report, and advise on GST, stamp-duty, asset-transfer, employee-transfer and closing-balance implications. For itemised asset transfers, we analyse the tax and accounting treatment of each asset class separately so that the client can compare slump sale versus asset sale before finalising the route.

We prepare investor-ready financial summaries, trailing twelve-month P&L, balance sheet schedules, cap table support, financial models, investor updates, compliance status summaries and due-diligence data-room documents. We assist in responding to investor queries on revenue, margins, working capital, debt, tax compliance, related-party transactions and historical financial performance. For investment transactions, we also support management accounts reconciliation, representation letters, financial schedules, working-capital statements and period-specific tax/valuation documentation required under the investment agreement.

Cross-border equity transactions require FEMA/RBI compliance, including FC-GPR filing for foreign equity investment in an Indian company, FC-TRS filing for transfer of shares between resident and non-resident, ODI/OPI-related support for outbound investment, pricing compliance under FEMA and coordination with the authorised dealer bank. We assist in preparing filing documents, valuation/pricing support, declaration formats, KYC inputs, remittance documents and follow-up on the RBI FIRMS portal through the AD bank. This reduces transaction delays and helps avoid avoidable compounding exposure.

We build detailed financial models covering revenue projections by product/segment, cost structure, EBITDA, net profit, working-capital requirements, capital expenditure, debt schedules, DSCR, IRR, NPV, payback and equity-return analysis. Sensitivity analysis is prepared for changes in sales growth, margins, pricing, cost escalation, working-capital cycle and debt terms. Model documentation with key assumptions, drivers and formula logic is provided so that the client can use the model for negotiation, funding discussions and internal decision-making.

We advise on the tax implications of different transaction structures — comparing share purchase, asset purchase, slump sale and itemised asset transfer. The review covers capital gains, TDS applicability, GST implications, stamp duty, depreciation impact, carry-forward losses, tax-neutral restructuring conditions and post-transaction compliance. For corporate restructuring, amalgamation and demerger conditions are analysed under the Income-tax Act, 1961 / Income-tax Act, 2025 framework, as applicable. Group consolidation, holding-company structures, inter-company transfers and IP-transfer implications are also covered. A written tax-structuring note with options, pros and cons, risk points and recommendation is prepared.