—Financial Advisory & Consulting
Mergers & Acquisitions Advisory
Deal structuring, valuation, tax-efficient structuring and transaction support.
Handled by a practising Chartered Accountant or Company Secretary.
Scope of work
Deal structuring, valuation, tax-efficient structuring and transaction support.
Key deliverables
- Structuring memo
- transaction support
Governing law
Companies Act, 2013; Income-tax Act (1961 / 2025, as applicable to the period); FEMA
Frequency
Per transaction
REGISTRATION ONLY
Mergers & Acquisitions Advisory
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- Structuring memo
- transaction support
REGISTRATION + COMPLIANCE CARE
Mergers & Acquisitions Advisory + Compliance Care
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+ ₹9,599/yr for year-one ROC compliance
- Structuring memo
- transaction support
- Financial statements in Schedule III format
- Board report and AGM notice
- Filed AOC-4 with SRN
- Filed MGT-7 / MGT-7A with SRN
- Board and AGM minutes
500+
Companies incorporated
100%
CA/CS-signed filings
4.8/5
Founder rating
—A closer look
Understanding mergers and acquisitions
Everything below is written for business owners buying or selling a business — the ways a deal can be structured, the tax and regulatory points, and how the process runs.
What is M&A advisory?
Mergers and acquisitions cover buying or selling a business, or a stake in one, and combining businesses. In India, a deal can be structured as a purchase of shares, a transfer of the business or specific assets, or a merger approved by the National Company Law Tribunal. Each structure has different tax, stamp duty, regulatory, and timing consequences.
Advisory covers the financial side of a deal: valuation, structuring, due diligence, negotiation support, and closing — working alongside lawyers who draft the agreements.
The key terms
The main building blocks:
- Share purchase
- Buying the shares of the company that owns the business. The company, with all its history and liabilities, changes hands.
- Business transfer (slump sale)
- Buying the business as a going concern for a lump sum, without separate values for each asset. Taxed under specific rules.
- Asset purchase
- Buying specific assets, like equipment, IP, or a brand, rather than the whole business.
- Merger or amalgamation
- Combining companies through a scheme approved by the NCLT, or through the fast-track route for eligible companies.
- Valuation
- Estimating what the business is worth, using methods like discounted cash flow, comparable companies, and asset values.
- Competition law
- Larger deals may need approval from the Competition Commission of India, including under a deal value threshold.
- Warranties and indemnities
- Protections in the agreement against undisclosed liabilities.
A simple example
A Hyderabad IT services company agrees to buy a smaller Pune competitor. A share purchase would carry over the target's tax history and would put its past losses at risk under rules on change of shareholding. A slump sale would move the business, employees, and contracts into the buyer, leaving past liabilities behind, but with contract assignments and stamp duty to manage. After diligence reveals old TDS exposures in the target, the buyer chooses a business transfer, with the price adjusted for normalised working capital and a holdback for transition risks.
Why structure matters
The structure can matter as much as the price:
- Tax on the seller
- Share sales, slump sales, and asset sales are taxed differently for the seller.
- Liabilities
- A share purchase inherits the company's past liabilities; a business transfer can leave some behind.
- Losses
- A significant change in shareholding can cause a company to lose carried-forward losses, with exceptions for eligible startups.
- Stamp duty
- Share transfers, business transfers, and merger orders attract different stamp duty.
- Approvals
- Mergers need NCLT or fast-track approval; larger deals may need competition approval; cross-border deals need FEMA compliance.
- Contracts and licences
- Business transfers need contracts and licences moved or re-obtained.
- Employees
- Employee transfers have their own legal and tax implications.
Who is this for?
- Founders selling their business or a stake
- Companies acquiring a competitor, supplier, or team
- Groups merging entities to simplify structures
- Businesses buying specific assets or brands
- Foreign companies acquiring Indian businesses
We handle the financial, tax, and regulatory side. Transaction agreements are drafted by lawyers, whom we work alongside.
Deal structures compared
How the main structures differ:
| Aspect | Share purchase | Business transfer | Asset purchase | Merger |
|---|---|---|---|---|
| What moves | The company's shares | The whole business as a going concern | Selected assets | Entire company into another |
| Past liabilities | Stay with the company, and so with the buyer | Can largely stay with the seller | Stay with the seller | Move to the merged company |
| Approvals | Usually none, beyond competition and FEMA where applicable | Shareholder approvals | Usually none | NCLT or fast-track approval |
| Timing | Faster | Moderate | Faster | Longer |
What we'll need from you
- Financials
- Audited accounts and current management accounts of the target.
- Deal terms
- The proposed price, structure, and key terms.
- Corporate records
- Cap table, MCA filings, and shareholder agreements.
- Tax records
- Returns, assessments, and notices.
- Contracts and licences
- Key contracts, licences, and approvals.
- Employee information
- Headcount, costs, and benefit obligations.
Engagements are quoted per deal, depending on size and scope.
How a deal runs
A typical acquisition:
- 1
Valuation and structuring
We value the target and compare structures for tax, stamp duty, and risk.
- 2
Term sheet
Key terms, including price mechanism, are agreed.
- 3
Due diligence
Financial, tax, and compliance diligence identifies issues.
- 4
Negotiation
Findings feed into price, warranties, indemnities, and conditions.
- 5
Approvals
Required corporate, competition, NCLT, or FEMA approvals are obtained.
- 6
Closing and integration
The deal closes, filings are made, and integration begins.
After closing
The work continues after the deal:
- Filings
- Share transfers, allotments, director changes, and FEMA reporting.
- Completion accounts
- Price adjustments for working capital and net debt.
- Integration
- Aligning accounting, payroll, systems, and compliance.
- Registrations
- Moving GST and other registrations for business transfers.
- Indemnity tracking
- Monitoring claims under warranties and indemnities.
- Tax positions
- Implementing the deal's tax positions in returns.
Benefits and responsibilities
Benefits
- A structure that fits the deal's tax and risk
- A defensible valuation
- Diligence findings built into the terms
- Approvals obtained in the right order
- A managed closing and integration
Responsibilities
- Share full information early
- Engage lawyers for agreements
- Make decisions on structure promptly
- Provide data for diligence
- Plan integration before closing
- Complete post-closing filings
—FAQ
Questions business owners actually ask us
It depends on tax, liabilities, and what the buyer wants. Share sales are simpler for the seller and often taxed as capital gains on shares; business transfers let buyers leave liabilities behind but are more complex. We model both.