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Capital Markets & Transactions

Merger & Acquisition Advisory

Most M&A value is created or destroyed before the term sheet — in target selection, valuation discipline, and deal structure. We advise acquirers and sellers through the full arc: finding the right counterparty, pricing it honestly, structuring it tax-efficiently, and managing diligence so the deal closes on the terms agreed.

2-sidedbuy-side and sell-side mandates
100%deals diligence-managed end to end
Tax-firststructuring before pricing, always
1 teamfrom first screen to closing

What is M&A advisory, in plain words?

Mergers and acquisitions are how companies buy growth, consolidate markets, acquire capabilities, or exit. The advisory work around a deal has three layers: the commercial (is this the right target, at the right price), the structural (how the consideration flows, what the tax and regulatory consequences are), and the procedural (diligence, documentation, approvals, closing).

Where advisors earn their fee is in the first two layers. Anyone can run a process; fewer can tell you the target is overpriced, the structure leaks tax, or the synergies in the deck won't survive contact with the target's attrition rate. We are built for that kind of candour — including telling a client not to do the deal.

How do you know you need this?

Signal 01

Acquirers come to us when growth by acquisition is faster than growth by building — entering a new geography, buying a capability, consolidating a fragmented market, or removing a competitor. The question is rarely "can we buy something" but "what should we buy, what is it actually worth, and how do we not overpay."

Signal 02

Sellers come when it is time to exit — fully or partially. Founder exits, private equity secondaries, family business succession where one branch buys out another. Selling well is a different skill from building well: it needs preparation of the business for sale, a controlled process, and negotiation leverage that only comes from having options.

Signal 03

Both sides need the same thing underneath: someone whose fee doesn't depend on the deal closing at any price. Our advisory is structured so our incentive is the right deal, not any deal.

What we actually do.

1

Target screening and approach

We define the acquisition criteria with you — size, geography, capabilities, cultural fit — then screen the market, make discreet approaches, and qualify interest. No banker-style blast emails; targeted, confidential outreach to the right ten companies beats noise to a hundred.

2

Valuation and bid discipline

Independent valuation of the target, synergy analysis done sceptically, and a walk-away price agreed before negotiations start. The most valuable sentence in M&A is "we'll walk away at this number" — said early, in writing, before auction fever sets in.

3

Deal structuring

Share purchase vs asset purchase vs merger; cash vs stock vs earnouts; tax structuring under the Income-tax Act and FEMA where cross-border. Structure is where value quietly leaks — we design it before the price is final, not after.

4

Diligence management

We run the diligence process from your side: financial, legal, tax, commercial. Findings get priced into the deal — through price adjustments, escrows, warranties, or indemnities — not discovered after closing.

5

Negotiation and closing

Term sheet through definitive agreements to closing conditions. We sit on your side of the table through every round, keeping the commercial logic intact when the lawyers start trading clauses.

6

Sell-side preparation and process

For sellers: preparing the business for sale (normalised earnings, clean data room, management presentation that survives diligence), running a controlled process to create competitive tension, and managing the exit to maximise value and certainty.

What it costs, and how long it takes.

How long it takes

A mid-market acquisition typically runs four to nine months from mandate to closing, depending on target readiness and regulatory approvals. Sell-side processes are similar. Fees combine a monthly retainer with a success fee linked to closed value — the structure aligns us to closing the right deal, and the economics are agreed in writing before any target is approached.

What it costs

What drives cost is complexity: cross-border elements, regulated sectors, distressed targets, competitive auctions. We scope honestly upfront — including telling you when a deal is too small to justify full advisory and what a lighter-touch engagement would look like.

Where we see this go wrong.

Watch out

Falling in love with the target

The acquirer who has decided emotionally before diligence starts. Every finding gets rationalised, the walk-away price creeps up, and the "strategic premium" becomes whatever number closes the deal. Discipline has to be institutionalised before the first meeting — which is why we agree the walk-away in writing, early.

Watch out

Diligence as a checkbox

Running diligence to confirm the deal rather than to test it. The findings that kill deals — customer concentration, related-party dependencies, regulatory skeletons — are found by people looking for them, not by people hoping they aren't there.

Watch out

Structure as an afterthought

Agreeing the price, then asking the tax advisor to "structure it." By then the commercial terms have locked in choices with tax consequences nobody priced. Structure and price are negotiated together or value leaks silently.

How the engagement works.

Step 01

Mandate and criteria

We define what a good deal looks like for you — strategic rationale, financial criteria, deal-breakers — and agree the walk-away discipline before any target is discussed.

Step 02

Search and approach

Market screening, discreet approaches, qualification. For sell-side: business preparation and data room alongside.

Step 03

Valuation and structure

Independent valuation, synergy analysis, deal structuring — tax, regulatory, and commercial designed as one piece.

Step 04

Diligence and negotiation

Managed diligence from your side, findings priced into the deal, term sheet through definitive agreements.

Step 05

Closing and integration

Closing conditions, funds flow, and the first hundred days — because value is realised after closing, not at it.

Questions we hear.

Both, but never both on the same deal. We take one side and represent it fully — that clarity is what makes the advice trustworthy.

A monthly retainer plus a success fee on closed value, agreed in writing before work starts. The structure rewards closing the right deal.

Yes — and we have. If diligence or valuation says the price is wrong or the fit is bad, that is the advice. An advisor who never says no is a broker.

Yes, including FEMA structuring and coordination with foreign counsel. Cross-border adds regulatory layers; we build them into the timeline from day one.

Four to nine months for mid-market deals, mandate to closing. Distressed or regulated-sector deals can run longer.

Yes. Standalone valuation and structuring opinions are a regular engagement — sometimes that is all a disciplined acquirer needs.

Overstated revenues and understated liabilities — related-party transactions that don't survive scrutiny, and contingent liabilities the seller 'forgot.' Diligence exists because sellers are optimistic.

Earnouts bridge valuation gaps but breed disputes. We structure them with measurable, auditable triggers — a vague earnout is just a deferred argument.

It depends on size thresholds under the Companies Act and your articles; listed companies have additional triggers. We map the approval matrix before the term sheet, not after.

Employment typically transfers with the business, but key-man retention needs separate agreements. Talent flight in the first 90 days kills more deals than bad numbers do.

Capital Markets & Transactions

Start with a conversation.

Talk to a partner about your situation — no pitch, no obligation. If we're not the right firm for it, we'll tell you that too.

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