Due Diligence Support

Due diligence is the structured investigation of a target company or business carried out by an investor, acquirer, or lender to validate financial information, identify risks, and confirm the assumptions underlying a transaction.

With deal timelines compressed and valuations under increasing scrutiny, financial, tax, secretarial, and legal due diligence have become essential to protect deal value, structure indemnities, and avoid post-closing surprises.

We provide comprehensive due diligence support for buy-side, sell-side, fundraise, and lender transactions — covering financial, tax, secretarial, ESOP, and labour areas — delivering crisp, decision-ready findings tied to deal value drivers.

Our Due Diligence Services

Financial Due Diligence

Quality of earnings, working capital, debt-like items, EBITDA adjustments, and key value driver analysis.

Tax Due Diligence

Direct tax, GST, TDS, and transfer pricing review with quantified exposures and historical risk assessment.

Secretarial Due Diligence

Review of corporate records, ROC filings, charges, board / shareholder approvals, and compliance status.

ESOP & Cap Table Review

ESOP scheme review, cap table reconciliation, dilution analysis, and tax implications for stakeholders.

Labour & HR Due Diligence

PF, ESIC, gratuity, contract labour, and HR policy review with quantified statutory exposures.

Vendor / Sell-Side DD

Sell-side due diligence pack with cleaned financials, normalisations, and Q&A readiness for buyers.

Pre-Investment / Fundraise DD

Focused due diligence support for VC, PE, family offices, and HNI investors evaluating a deal.

Lender Due Diligence

DD on behalf of banks and NBFCs covering financial, tax, and security position of the borrower.

Our Due Diligence Process

Scoping & Kickoff

Understanding deal context, scope, materiality, key concerns, and deliverables.

Information Request

Issue of structured information request list and setup of secure data room.

Detailed Review

Financial, tax, secretarial, and labour analysis with management Q&A and walkthroughs.

Findings & Discussion

Discussion of preliminary findings with deal team and management to validate facts.

Final Report

Issue of red-flag or detailed report with key findings, exposures, and recommendations.

Why Due Diligence Matters

✓ Validates target financials and assumptions

✓ Identifies hidden tax and statutory exposures

✓ Supports negotiation and pricing discussions

✓ Strengthens SPA, indemnities, and warranties

✓ Reduces risk of post-closing surprises

✓ Speeds up deal closure with clarity

✓ Aligns deal team and lenders on risks

✓ Provides documented basis for investment

FAQs on Due Diligence

What is the difference between financial due diligence and audit?

An audit provides an opinion on whether financial statements present a true and fair view, with limited focus on quality of earnings or deal value drivers. Financial due diligence focuses on understanding sustainable EBITDA, normalisations, working capital, debt-like items, and risks relevant to the buyer or investor.

Who typically engages a due diligence firm?

Buyers, investors, and lenders engage due diligence firms to validate the target before signing. Sellers also commission vendor due diligence to streamline the process, present a clean deal, and reduce surprises during buyer-side DD.

What are 'EBITDA normalisations' and why do they matter?

EBITDA normalisations are adjustments to reported EBITDA to remove non-recurring, non-operating, owner-related, or one-time items so that the buyer sees a sustainable, run-rate profitability. Normalisations directly impact valuation, since most deals are priced on multiples of normalised EBITDA.

How long does a typical due diligence take?

Timelines depend on size, complexity, and quality of data. A focused DD for an SME may take 3 to 4 weeks, while a larger group with multiple entities, geographies, and product lines may require 6 to 10 weeks, often running in parallel with legal DD and SPA negotiations.

What is a red-flag report?

A red-flag report is a focused due diligence deliverable that highlights only material risks and key issues, typically in early-stage discussions. A full DD report goes further with detailed findings, schedules, and supporting analyses for each area covered in the scope.

How is data confidentiality protected during DD?

Information is exchanged through secure virtual data rooms with role-based access, watermarking, download restrictions, and audit logs. Engagement letters and NDAs governing confidentiality, data protection, and non-solicit are signed before any sensitive data is shared.

Can DD findings be used in the SPA?

Yes. Material findings often translate into specific representations and warranties, indemnities, escrow holdbacks, conditions precedent, or purchase price adjustments in the Share Purchase Agreement. A structured DD report makes it easier for legal counsel to draft these protections precisely.

Make Smarter, Risk-Aware Deal Decisions

Partner with our due diligence team to validate every deal with clarity, depth, and speed — buy-side or sell-side.

Talk to a DD Expert