Buy-Side & Sell-Side Due Diligence
Due diligence in India fails when it is treated as a checklist rather than an investigation. Statutory records can be immaculate while the real risks — unregistered related-party arrangements, disputed tax positions, employees misclassified as contractors, licences that lapsed quietly years ago — sit outside the data room entirely. Foreign acquirers relying on generic diligence templates routinely discover these liabilities after closing, when they have become the buyer's problem at the seller's price.
We run diligence as a single integrated investigation across financial, legal, tax, and compliance dimensions, staffed by people who know where Indian businesses actually bury their problems. Every finding is quantified and mapped to a consequence: a price adjustment, an indemnity demand, a condition precedent, or a walk-away trigger. On the sell side, we run the same process in reverse — vendor diligence that surfaces issues while you can still fix them, rather than watching a buyer price them punitively at the negotiating table.
What this covers
- Financial diligence: quality of earnings, working-capital normalisation, debt-like items, and the accounting judgments that flatter Indian financial statements.
- Tax diligence: open assessments, litigation exposure, TDS compliance, GST positions, and transfer pricing risk quantified year by year.
- Legal diligence: title, contracts, licences, litigation, and the related-party arrangements that never made it into the data room.
- Compliance diligence: FEMA history, labour and PF exposure, environmental consents, and sector-specific regulatory standing.
- Red-flag reporting first, full reporting after — so deal-killers surface in week two, not month three.
Who needs this
Foreign corporations and private equity funds acquiring Indian companies; boards approving investments on the strength of the diligence file; and sellers preparing an Indian business for a competitive, defensible exit process.
How we deliver
- Scoping call and data-room review within days of engagement, with a red-flag report inside two weeks.
- Integrated fieldwork across financial, legal, tax, and compliance streams, run by one coordinating partner.
- Findings workshop with your deal team, translating each issue into a price, warranty, or condition position.
Why A2 Consultants
Our diligence teams have examined Indian targets across manufacturing, technology, pharma, and services for two decades — we know where each sector hides its liabilities, and our reports are written for negotiators, not filing cabinets.
Engagement & what to expect
A typical buy-side engagement runs four to eight weeks depending on target complexity, beginning with a scoping call and data-room access and producing a red-flag report within the first fortnight so deal-breaking issues surface before costs accumulate. The full report arrives structured for negotiation: each finding priced, each risk mapped to a contractual remedy. Sell-side vendor diligence typically starts three to six months before a planned process, giving management time to remediate what buyers would otherwise price. Fees are scoped to target size and stream coverage, agreed before fieldwork begins.
Diligence is the cheapest insurance a transaction can buy — engage us at term-sheet stage and the findings arrive while they can still change the deal, not merely document it.