Share basic details of the company, deal size and your concern – we will suggest a practical due diligence scope and fee.
Due Diligence – Introduction
Due diligence is a structured process of “trust but verify”. Before you invest in, lend to, acquire, or partner with a company, we independently review its financial, legal and secretarial records and highlight both strengths and risk areas.
In simple terms, due diligence answers three questions:
- 1What am I really buying or partnering with? (assets, liabilities, contracts, people, licenses)
- 2What can go wrong after the deal? (disputes, non-compliance, hidden liabilities, tax exposure)
- 3How can we structure and price the deal better? (conditions precedent, warranties, indemnities, valuation adjustments)
Types of Due Diligence
Depending on the transaction, not every client needs a 200-page report. We design the depth of review to match your risk appetite, timelines and budget.
1. Financial Due Diligence
Focus on the quality of earnings, cash flows and working capital. We review audited and unaudited financials, revenue recognition, major expenses, related party transactions and contingent liabilities.
2. Legal & Contractual Due Diligence
Review of key contracts, litigations and legal exposures – including customer/vendor agreements, loan documents, guarantees, leases, IP, HR policies and ongoing/arbitration matters.
3. Secretarial & ROC Due Diligence
Detailed check of Companies Act and FEMA compliance: share capital history, board/AGM minutes, filings, charges, registers, related party approvals, and status of penalties or notices from ROC/RD/NCLT.
4. Regulatory / Sectoral Due Diligence
Applicable for sectors like NBFC, Nidhi, fintech, manufacturing, education etc. We map the business against sector regulations, licenses, approvals and RBI/SEBI/sectoral guidelines.
Limited Scope vs. Full Scope
For smaller deals or tight timelines, we can run a “red-flag limited review” focusing only on high-risk areas (litigation, title, compliances, large contracts). For larger or strategic transactions, we recommend a comprehensive due diligence with full working notes and supporting schedules.
When Is Due Diligence Required?
Due diligence is relevant whenever you are taking a decision that depends on the true health and compliance status of the target company.
Before Investment / Acquisition
- •Private equity / VC funding rounds.
- •Strategic acquisition or takeover of an Indian company.
- •Purchase of a running business / slump sale.
Before Lending / Partnership
- •NBFC / private credit / structured lending transactions.
- •Franchise, distribution or long-term supply agreements.
- •JV formation with Indian partners or group reorganisation.
Even within group companies, due diligence is useful before merger/demerger, buy-back, capital reduction, or conversion – to ensure that old non-compliances are identified and addressed before approaching ROC, RD, NCLT or regulators.
Scope & Methodology – How We Perform Due Diligence
Our approach combines a structured checklist with practical judgement from CS / legal / financial professionals.
Step 1 – Scoping & Materiality
We first understand the deal structure, ticket size, timelines and key worries of the client. Based on this, we freeze the scope (what will be covered) and materiality thresholds (what size of item is “material” for you).
Step 2 – Data Room & Information Requests
We share a structured information request list and coordinate with the target company to set up a secure digital data room – covering corporate records, contracts, financials, HR, tax and regulatory documents.
Step 3 – Review & Analysis
Each document is reviewed against relevant law and industry practice. We reconcile share capital, charges, key contracts, statutory records and financial statements to pick gaps and inconsistencies.
Step 4 – Discussions & Clarifications
Before labelling an item as a “red flag”, we discuss it with the company and your team to capture management explanations, mitigating factors and practical constraints.
How We Present Findings
- •Executive Summary: 1–2 pages summarising key strengths, issues and our overall view.
- •Red/Amber/Green Matrix: Colour-coded view to quickly see critical vs. moderate vs. low issues.
- •Detailed Issue Notes: For each material point we state the fact, legal requirement, risk and our recommendation.
Red-Flag Report – Why It Matters
Many clients do not have time to read 80–100 pages. The red-flag section helps decision makers quickly understand “what can break the deal”.
What We Mark as a Red Flag
- •Non-compliances that can lead to penalties, prosecution or license issues.
- •Disputes or claims that can materially impact cash flows or reputation.
- •Issues affecting ownership, title, control or voting rights of the company or key assets.
How You Can Use the Red-Flag Report
- •Re-negotiate valuation or deal structure (earn-outs, holdbacks, indemnities).
- •Ask for specific representations and warranties in the agreement.
- •Include conditions precedent – requiring the target to fix key issues before closing.
Deliverables, Timelines & Working Style
We keep the process transparent so that you know what to expect at each stage.
Typical Deliverables
- •Due diligence report (PDF) with executive summary, issue-wise findings and recommendations.
- •Red-flag list with deal-level suggestions.
- •Supporting schedules (cap table reconciliation, list of contracts, compliance checklists etc.).
- •Optional: Draft conditions precedent / subsequent for your transaction documents.
Timelines (Indicative)
- •Small private company: 5–10 working days after complete data room.
- •Mid-size / multi-entity group: 2–4 weeks depending on complexity.
- •Fast-track red-flag review can be planned in 3–5 working days for time-sensitive deals.
Fees are generally quoted on a fixed-scope fixed-fee basis, once we understand the number of entities, years to be covered, industry and transaction size.
FAQs – Due Diligence
A few common questions we receive from investors, promoters and lenders.
Is due diligence necessary even if the company is already audited?
Statutory audit focuses on whether financial statements present a true and fair view as per accounting standards. Due diligence is deal-specific: it checks if there are issues that can affect your decision – undisclosed liabilities, contract risks, non-compliances, concentration risk etc. Both have different objectives.
Can we limit the scope only to legal or only to financial?
Yes, scope can be customised. However, we usually recommend at least a basic secretarial / compliance review along with financials, because many practical risks come from ROC, FEMA, tax and regulatory non-compliances.
Will you also help us negotiate the deal based on findings?
We can support you with deal inputs – valuation impact, drafting of conditions precedent / subsequent, and specific representations & warranties. Commercial negotiations usually remain with your internal team, but we work closely in the background.
Is our information and data kept confidential?
Yes. We sign a confidentiality / non-disclosure undertaking and restrict access to authorised team members only. Data is used solely for the purpose of due diligence and related advisory to you.