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For a foreign company evaluating an acquisition, joint venture, or fundraising round in India, the deal itself is often the easier half of the transaction — the harder half is structuring it to survive due diligence, Companies Act and FEMA scrutiny, and, above certain thresholds, a Competition Commission of India (CCI) review, without eroding value along the way. We support businesses and investors through the full transaction lifecycle — due diligence, valuation, deal structuring, M&A and JV advisory, debt and equity fundraising, corporate restructuring, and IPO readiness on both the SME and main board platforms. The sections below cover what a due diligence review in India actually tests, how share purchases, asset purchases, slump sales and mergers differ in tax and stamp-duty terms, how valuation works under the Companies Act and FEMA, and what separates an SME listing from a main board one. If this follows an existing US-owned subsidiary rather than a fresh entry, see the Operate/Grow stage of our India entry guide for US companies.
Conducting comprehensive due diligence to assess financial, legal, and operational risks.
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Providing strategic advisory for mergers, acquisitions, and business restructuring.
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Delivering accurate valuation of businesses and assets for informed decision-making.
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Structuring optimal debt and equity financing solutions to support growth.
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Advising startups and businesses on fundraising from seed and venture capital investors.
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Designing restructuring strategies to improve efficiency and financial performance.
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Assisting businesses in SME IPO listing with end-to-end advisory support.
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Providing complete advisory for main board IPO listing and capital market readiness.
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“Due diligence” is not one review — it's a set of parallel workstreams, and which ones matter most depends on the deal. A financial due diligence review that stops at the audited statements will miss what a GST or FEMA reconciliation would have caught; a legal review that skips change-of-control clauses can leave a buyer surprised post-closing. For foreign investors specifically, sectoral FDI caps, entry-route conditions, and past FC-GPR/FC-TRS filing accuracy sit alongside the standard financial and legal checks.
Quality-of-earnings analysis, working-capital and debt verification, and testing whether reported numbers reconcile with GST returns, TDS filings and bank statements — not just the audited financial statements.
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Reviewing income-tax assessments, GST positions, transfer-pricing exposure, and pending demands or litigation that can transfer to the buyer depending on how the deal is structured.
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Corporate records, material contracts and change-of-control clauses, litigation history, IP ownership, and title to key assets and properties.
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Verifying that past foreign investment was reported correctly (FC-GPR/FC-TRS), that sectoral caps and entry-route conditions were met, and whether Press Note 3 approval applies to the current deal.
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Market position, customer concentration, supply-chain dependencies, and whether the business plan underlying the valuation is actually realistic.
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Employment contracts, provident fund and gratuity liabilities, key-person dependency, data-protection posture, and environmental or governance red flags.
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Two checks are specific to cross-border deals. First, any investment — direct or indirect — from an entity based in, or beneficially owned by someone based in, a country sharing a land border with India requires prior government approval under Press Note 3 of 2020, regardless of sector or deal size; most other sectors allow 100% FDI under the automatic route, but a handful still sit on the government-approval list. Second, above the prescribed asset/turnover thresholds, or where transaction value exceeds Rs 2,000 crore and the target has substantial business operations in India, the deal needs CCI notification before closing — and the CCI now applies a “material influence” standard, so even a well-structured minority stake with board or veto rights can trigger a filing obligation. Both checks are best run at term-sheet stage, not after signing.
How a transaction is structured — share purchase, asset purchase, slump sale, or merger — locks in tax, GST, and stamp-duty outcomes, and determines who carries contingent liabilities after closing. It is a structural decision made upfront, not a documentation choice made at the end.
Ownership changes at the shareholder level; the target entity, its contracts, licences and history transfer with it. Generally the lowest stamp-duty route — 0.015% on dematerialised shares — but the buyer inherits historical tax and legal exposure, which is exactly what due diligence and representations & warranties are built to price and allocate.
The buyer selects specific assets and liabilities rather than the whole entity, which limits inherited exposure, but usually attracts GST on the assets transferred and state stamp duty on the conveyance, and requires re-executing key contracts and licences in the buyer's name.
A defined concept under the Income-tax Act — transfer of a whole undertaking as a going concern for a lump-sum consideration, without itemising individual assets and liabilities. It can qualify as GST-exempt as a going-concern transfer, but the capital-gains computation and stamp-duty treatment need to be structured carefully to hold up on assessment.
A tribunal-approved combination of two entities under Sections 230–232 of the Companies Act (typically 9–12 months via the NCLT), or, for a holding company and its wholly owned subsidiary or between small companies, the fast-track route under Section 233, approved by the Regional Director instead of the NCLT.
The two regimes overlap but aren't identical. Under Section 247 of the Companies Act, 2013, valuations for mergers, preferential allotments, buybacks, or sweat-equity issuances must be carried out by a Registered Valuer. Under FEMA, the RBI requires that cross-border share pricing — an inbound FDI issuance or a transfer between a resident and non-resident — be done by a SEBI-registered merchant banker or a practising Chartered Accountant, using an internationally accepted methodology such as Discounted Cash Flow, Net Asset Value, or market multiples, on an arm's-length basis. Getting the valuer or the methodology wrong for the purpose at hand is one of the more common, and entirely avoidable, filing errors we see.
Not every transaction is an acquisition. A seed or venture-capital round is typically a minority primary issuance — new shares to an investor, structured around a term sheet, cap table and shareholders' agreement, with FEMA pricing and Form FC-GPR reporting rather than a change-of-control process. Debt financing and corporate restructuring carry their own structuring questions — security, covenants, and, for restructuring, whether a scheme of arrangement or a slump sale better achieves the objective. For companies preparing to list, the eligibility path differs sharply depending on the platform:
For issuers with post-issue paid-up capital up to Rs 10 crore. Reviewed by the stock exchange (BSE SME or NSE Emerge) rather than SEBI directly. Following SEBI's March 2025 tightening, SME issuers now need minimum EBITDA of Rs 1 crore in at least two of the last three financial years, and the minimum application size has been raised to Rs 2 lakh.
For larger issuers, with the Draft Red Herring Prospectus reviewed directly by SEBI. The standard profitability track record under ICDR Regulation 6(1) is an average operating profit of at least Rs 15 crore across three of the preceding five years; issuers that don't meet this can pursue an alternate, QIB-anchored route under Regulation 6(2) instead.
Whether the engagement is an acquisition, a fundraise, or a restructuring, the underlying process runs through the same four stages — scoped differently depending on what brought you to us.
We start with the commercial objective — acquisition, JV, fundraise, or restructuring — and the entity structure involved, before recommending a transaction route: share purchase, asset purchase, slump sale, or merger.
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Financial, tax, legal and FEMA due diligence run alongside valuation, so findings feed directly into price and deal terms — not into a report nobody reads until after signing.
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Transaction documents, FC-GPR/FC-TRS or CCI filings where applicable, and NCLT/Regional Director paperwork for mergers, prepared and tracked against the deal timeline.
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Closing conditions and fund flow, followed by the post-closing compliance calendar — RBI reporting, RoC filings, and integration of accounting and payroll — so the deal doesn't stall for lack of follow-through.
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Tell us about the transaction you're planning and our transaction advisory team will get in touch.