Due Diligence & Valuation

Buying a company or taking investment means verifying what the other side claims. We review financials, tax records, contracts, and compliance to tell you what liabilities might surface after you sign.

What Due Diligence Actually Finds

People assume audited financials mean everything is fine. They're not. Audits verify what's in the books. Due diligence verifies what's not in the books—pending litigation that hasn't been provided for, tax notices that haven't been disclosed, contracts with hidden termination clauses, or related party transactions at non-market rates.

We've done DD on manufacturing units, SaaS companies, retail chains, and service businesses. The findings differ by industry, but the process is the same: get access to all records, talk to management, verify third-party data, and flag what doesn't add up.

A Rs. 40 lakh unclaimed GST penalty showed up in one acquisition we reviewed. The seller hadn't mentioned it. Another case had Rs. 15 lakhs in advances to a vendor who had shut down—written off post-acquisition. These things don't appear in balance sheets until someone asks specific questions.

What Due Diligence Protects You From

The hidden issues that only show up when someone knows what to look for.

Due Diligence & Valuation Services

From financial review to business valuation, we cover what buyers and investors need to know before closing.

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Financial Due Diligence

Review of audited financials, revenue recognition, expense classification, working capital analysis, and EBITDA normalization to show actual sustainable earnings.

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Tax Due Diligence

Assessment of income tax, GST, TDS compliance, pending notices, disputed demands, and carried forward losses that might not transfer post-acquisition.

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Legal Due Diligence

Verification of incorporation documents, shareholder agreements, IP ownership, contracts, and litigation status with courts and tribunals.

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Operational Due Diligence

Review of business processes, vendor contracts, customer concentration, and key person dependencies that might affect continuity post-deal.

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Business Valuation (DCF)

Discounted cash flow valuation based on projected financials, WACC calculation, and terminal value estimation for growth or mature businesses.

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Comparable Company Valuation

Peer comparison using EV/EBITDA, P/E multiples, and revenue multiples for similar businesses in the same industry and geography.

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Quality of Earnings Analysis

Identification of non-recurring items, one-time gains, aggressive accounting, and sustainability of margins to show actual core profitability.

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Post-Merger Integration

Compliance alignment, system integration roadmap, and financial reporting consolidation for entities operating under new ownership structure.

Our Due Diligence Process

From data room access to final report, here's how we uncover what matters.

1

Information Request & Data Room Access

We send a due diligence checklist covering financials, tax returns, contracts, and legal documents. Seller uploads to a virtual data room or provides physical access. Missing documents get flagged immediately.

2

Document Review & Management Interviews

We review 3 years of audited financials, tax filings, board minutes, customer contracts, and vendor agreements. Management interviews fill gaps and clarify inconsistencies found in documents.

3

Third-Party Verification

Bank confirmations, receivable confirmations, tax portal verification, MCA filings, and litigation searches happen independently. We don't rely on seller-provided summaries—we check original sources.

4

Red Flags & Findings Report

All issues get categorized: deal-breakers (material misrepresentation, undisclosed litigation), negotiable items (working capital adjustments), and minor compliance gaps. You get a prioritized list of what matters.

5

Valuation & Final Report

We value the business using DCF, comparable companies, or asset-based methods depending on the industry. Final DD report includes findings, recommended price adjustments, and post-closing action items.

Due Diligence Questions

Answers to what buyers and investors actually ask about DD and valuation

For SMEs with Rs. 10-50 crore turnover, 2-3 weeks if the seller provides documents quickly. Larger companies or complex structures take 4-6 weeks. Delays happen when documents are incomplete or management isn't available for interviews. The timeline also depends on how many red flags surface—more issues mean more investigation.
Last 3 years of audited financials, tax returns (income tax, GST, TDS), agreements (customer, supplier, employee), legal documents (MOA/AOA, shareholder agreements, IP registrations), compliance records (licenses, approvals), and litigation details. The more complete the data room, the faster we can complete DD. Missing documents create delays and raise concerns.
If material issues surface—like undisclosed liabilities, overstated assets, or non-compliance—yes. Buyers use DD findings to renegotiate. We've seen prices adjusted by 10-20% when hidden liabilities were quantified. Sometimes deals get canceled if issues are too severe. DD protects you from overpaying or buying problems you didn't sign up for.
Yes, if requested. Valuation and DD often happen together because DD findings affect value. We use DCF for high-growth businesses, comparable company multiples for established businesses, and asset-based valuation for asset-heavy industries. The valuation incorporates normalized EBITDA and adjustments identified during DD, not the seller's claimed numbers.
Tax audit under Section 44AB verifies if the company followed tax laws and maintained proper books. Tax DD verifies if there are hidden liabilities, disputed demands, or non-compliance that might become your problem post-acquisition. Audit assumes the company continues; DD assumes ownership changes. DD looks for risks that wouldn't matter to an auditor but matter a lot to a buyer.
Yes, but the focus shifts. We review management accounts, bank statements, customer contracts, and burn rate instead of audited financials. For pre-revenue startups, DD focuses on IP ownership, founder agreements, cap table, and regulatory approvals rather than profitability. We also verify claims about user growth, revenue pipeline, and technology stack with whatever data is available.

Planning an Acquisition or Investment?

Talk to us about due diligence and valuation. We'll tell you what we find and what it means for your deal terms.