What investors will scrutinise before writing a cheque.
Due Diligence
Financial Due Diligence for Acquisitions and Investment
Before you wire the cheque, know exactly what you're buying. We run buy-side and investor-side financial due diligence on Indian businesses — Quality of Earnings, working capital, tax exposures, regulatory risk — with a clear red-flag report and deal-structuring recommendations.
Regi Tom Antony's view
Good due diligence answers the buyer's real question: are these earnings repeatable, and is the cash real? Ask for a proof of cash and a working capital analysis early, not just a review of the accounts.
What's Included
Quality of Earnings (QoE) and EBITDA normalisation
Working capital analysis and peg setting
Debt, debt-like items and contingent liability review
Tax due diligence — Income Tax, GST, TDS, transfer pricing exposure
ROC, FEMA, labour and regulatory compliance review
Reconciliation of management accounts vs. statutory accounts
Red-flag report with deal-structuring recommendations
Our Process
STEP 1
Scoping
Define materiality, period under review and information request list.
Week 1
STEP 2
Data Room Review
Analyse financials, ledgers, contracts and statutory records.
Week 1–2
STEP 3
Management Q&A
Structured calls with target management to clarify findings.
Week 2–3
STEP 4
Draft Report
Issue draft red-flag report with adjustments and risks.
Week 3
STEP 5
Final Report
Address responses; issue final QoE and DD report for decision.
Week 4
Documents Required
- 3 years audited financials and tax audit reports
- Monthly management accounts (P&L, balance sheet, cash flow)
- ITR, computation, AIS / TIS and assessment orders
- GST returns, GSTR-2B reconciliation and refund orders
- Major customer / vendor / employment contracts
- Cap table, ESOP grants and shareholder agreements
- ROC filings, FEMA / FC-GPR records, litigation summary
Key Statutory References
| Item | Reference |
|---|---|
| Companies Act Filings | AOC-4, MGT-7, ADT-1 |
| Tax Compliance | Income Tax Act, CGST Act, TDS under sections 392 and 393 (formerly 192–195) |
| Cross-border | FEMA, FC-GPR / FC-TRS, FLA Return |
| Accounting Framework | Ind AS / AS / Schedule III |
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One finance problem a month for SME owners, and for Gulf and overseas owners running teams in India, with what fixes it.
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Frequently Asked Questions
DPDP Act, 2023
Your business is covered by the DPDP Act, with no MSME exemption. Core duties apply from 13 May 2027.
We run DPDP readiness online, on the same calendar as your GST, TDS and ROC.
Related Services
Related guides
Buy-side Financial Due Diligence: What the Scope Covers
Quality of earnings, working capital, net debt, proof of cash and deliverables.
Read article →Working Capital Peg and Proof of Cash
How the peg is set, seasonality, true-up mechanics and bank-to-books reconciliation.
Read article →Due Diligence on an Indian Target for a US Buyer
Ind AS vs US GAAP, related parties, GST/TDS, FEMA pricing and repatriation.
Read article →What Drives the Scope of a Quality of Earnings Engagement
Deal size, entities, data quality, add-backs, proof of cash and lender requirements.
Read article →SBA 7(a) Quality of Earnings Requirement
Lender-engaged QoE requirements for SBA acquisition finance.
Read article →Guides & Resources
How valuation underpins due diligence findings.
Common compliance gaps in cross-border due diligence.
Diligence before you sign
Book a 15-minute advisory call with Regi Tom Antony.