Casela Advisors | Due Diligence Services

Every major transaction — an acquisition, investment, joint venture, loan, or partnership — looks promising on the surface. Real value and real risks are found only beneath: in the books, contracts, compliance records, related parties, tax positions, and the true quality of earnings. Due diligence is what separates confident decisions from expensive surprises.

A well-scoped due diligence goes beyond confirming what the target has told you. It independently validates financial performance, quantifies exposures, identifies red flags, tests the business model, and highlights deal-breakers before money changes hands — helping investors, acquirers, lenders, and boards negotiate smarter and protect downside.

We offer integrated due diligence services across financial, tax, legal, commercial, operational, and ESG dimensions — tailored to the transaction, industry, and risk profile — so you enter every deal with a complete, evidence-backed view of what you are really buying into.

360°

View across the business

2-6

Weeks typical engagement

Cross

Functional team under NDA

Deal

Ready reports & red flag findings

Our Due Diligence Services

01

Buy-Side Due Diligence

Independent diligence for acquirers and investors evaluating a target before the deal.

02

Sell-Side (Vendor) Due Diligence

Pre-sale diligence and data room readiness for promoters preparing to exit or raise capital.

03

Red Flag Review

Quick, focused diligence to identify major deal-breakers before committing full scope.

04

Full Scope Diligence

Comprehensive financial, tax, legal, and commercial due diligence for significant transactions.

05

Lender Due Diligence

Independent diligence for banks, NBFCs, and bondholders before extending significant credit.

06

Pre-IPO Diligence

Diligence support for companies preparing for IPO, pre-IPO rounds, or listing readiness.

07

Joint Venture & Partner DD

Diligence on prospective JV partners, distributors, and strategic counterparties.

08

Forensic Diligence

Fraud-focused diligence when there are concerns over revenue inflation or related parties.

Scope of Due Diligence We Cover

Financial

Financial Due Diligence

Quality of earnings, normalized EBITDA, working capital, cash flows, and revenue analytics.

Tax

Tax Due Diligence

Direct and indirect tax exposures, transfer pricing, open assessments, and historic positions.

Legal

Legal Due Diligence

Corporate records, contracts, litigations, IP, regulatory licenses, and compliance history.

Commercial

Commercial Due Diligence

Market size, customer concentration, competition, pricing, and revenue sustainability.

Operational

Operational Due Diligence

Supply chain, manufacturing, processes, capacity, and operational risk assessment.

HR

HR & People Diligence

Employment contracts, key management, PF/ESIC compliance, and leadership continuity.

Technology

IT & Cyber Diligence

Technology stack, data protection, cybersecurity posture, and IT infrastructure maturity.

ESG

ESG Due Diligence

Environmental, social, governance, sustainability, and reputational risk assessment.

When You Need Due Diligence

M&A Transactions

Before acquiring, merging with, or divesting a business or business unit.

Private Equity / VC Investment

Before investing in a portfolio company or participating in a funding round.

Joint Ventures

Before signing a JV or strategic partnership with a new counterparty.

Major Lending

Before extending large credit lines, loans, NCDs, or guarantees to borrowers.

Pre-IPO & Listing

Before filing DRHP, pre-IPO rounds, or preparing the company for the capital market.

Promoter Exit

When promoters or shareholders plan to exit, sell stake, or restructure ownership.

NBFC / Fintech Takeover

Before acquiring an existing NBFC, payment company, or regulated financial entity.

Vendor / Partner Onboarding

Before engaging high-value vendors, distributors, agents, or channel partners.

Our Due Diligence Approach

1

Scoping

Understand deal context, materiality thresholds, and tailor scope to key risk areas.

2

Data Room

Share structured information request list and access the secure VDR of the target.

3

Analysis

Deep-dive review, data analytics, management discussions, and site visits where needed.

4

Red Flags

Share interim red flag findings early so issues can be addressed or re-negotiated.

5

Final Report

Deliver a structured DD report with findings, quantified impact, and recommendations.

Why Professional Due Diligence Matters

✓

Avoid costly surprises after the deal closes

✓

Identify deal-breakers before committing capital

✓

Strengthen negotiation with evidence-backed insights

✓

Quantify hidden liabilities and risk exposures

✓

Validate management-provided numbers independently

✓

Improve structuring of reps, warranties & indemnities

✓

Support investment committee and board approvals

✓

Build a smoother, smarter post-close integration plan

What You Receive

Executive Summary

Crisp summary of key findings, red flags, and deal implications for decision-makers.

Quality of Earnings

Normalized EBITDA analysis, one-off items, and sustainability of reported earnings.

Working Capital Analysis

Normalized working capital, target levels, and impact on negotiated deal price.

Debt & Debt-Like Items

All debt, provisions, contingent liabilities, and items that should be treated like debt.

Tax Risk Schedule

Tax exposures, open assessments, and positions requiring specific indemnities.

Legal Red Flags

Material contracts, litigations, change-of-control triggers, and regulatory risks.

SPA Issues List

Key issues to be addressed in the Share Purchase Agreement, reps, and indemnities.

Recommendations

Deal actions, price adjustments, walk-away risks, and post-close remediation steps.

Industries We Serve

Private Equity

Venture Capital

BFSI & NBFC

Manufacturing

Pharma & Healthcare

Technology & SaaS

Infrastructure

Retail & E-commerce

FAQs on Due Diligence

What is due diligence?

Due diligence is a structured, independent investigation of a business, transaction, or counterparty — covering financial, tax, legal, commercial, operational, HR, IT, and ESG dimensions. The objective is to validate claims, quantify risks, and surface red flags before a deal is signed.

What is the difference between an audit and due diligence?

An audit expresses an opinion on whether financial statements are true and fair as per accounting standards. Due diligence is transaction-driven and goes much deeper — testing quality of earnings, normalizing EBITDA, identifying hidden liabilities, and evaluating commercial and legal risks specifically relevant to the deal.

How long does a due diligence engagement take?

A focused red flag review typically takes 1 to 2 weeks, while a full-scope financial, tax, and legal diligence generally takes 3 to 6 weeks. Timelines depend on scope, data room quality, management responsiveness, and the complexity of the target’s operations.

What is quality of earnings (QoE)?

Quality of Earnings is a key component of financial due diligence that normalizes reported EBITDA by removing one-off, non-recurring, and management-adjusted items. It helps acquirers understand the sustainable run-rate earnings of the business, which is often the basis of valuation and deal pricing.

What is vendor (sell-side) due diligence?

Vendor due diligence is commissioned by the seller before going to market. It helps promoters identify and address issues proactively, prepares a clean data room, and provides a credible, ready-to-share diligence report to prospective buyers — often resulting in smoother negotiations and better valuations.

Should I start with a red flag review or full diligence?

For early-stage or uncertain deals, a red flag review is a cost-effective first step to test whether any showstoppers exist. If the deal progresses, it can be seamlessly expanded into a full-scope diligence. For committed deals involving significant capital, a full-scope diligence is usually advisable from the start.

How is due diligence used in deal negotiations?

Diligence findings directly impact deal price, working capital targets, debt and debt-like adjustments, representations and warranties, indemnities, escrows, and conditions precedent. Quantified issues become negotiation levers; qualitative issues shape legal protections in the SPA and SHA.

Will the diligence be confidential?

Yes. All engagements are conducted under strict NDAs, with need-to-know access, secure data handling, and confidentiality protocols. Sensitive findings are typically discussed directly with decision-makers and shared in a controlled manner with legal counsel and advisors.

Due Diligence Services