Transactions
Valuation, buy/sell-side diligence, and end-to-end transaction tax structuring and implementation.
Valuation
A number of regulations require corporates to determine and demonstrate the fair market value of shares/business in India or outside India. Investors both foreign and Indian investing in India/outside India are required demonstrate the fair market value of the investee company/business and undertake transactions at such values. Similarly, regulators insist on determination of swap ratio for mergers/demergers to be supported with valuation reports/fairness opinion. Further, the Income-tax law prescribes methodology for determination of fair market value for levy of tax in different scenarios. Our services include:
- Undertake business valuation
- Issuing fairness opinion
- Building / reviewing financial and tax models
- Undertake analysis for Purchase Price Allocation
Corporate & Business Valuations
We undertake comprehensive valuations of businesses, shares, and intangible assets using globally accepted methodologies. Our valuations support a range of needs, including M&A transactions, regulatory compliance, financial reporting, and strategic decision-making, with analysis that is rigorous, well-documented, and defensible.
Purchase Price Allocation (PPA)
We assist acquirers in allocating the purchase price to various assets and liabilities acquired pursuant to transaction consummation. Our PPA services include identification and valuation of tangible and intangible assets, determination of goodwill, and preparation of supporting documentation for audit purposes.
Financial Modelling & Analysis
We build and review financial models that support business planning, investment decisions, and transaction structuring. Our models incorporate detailed assumptions, scenario analysis, and sensitivity testing to provide a robust framework for decision-making, whether you need a model for a new venture, a capital raise, or a strategic initiative, our team delivers accurate, insightful financial analytics.
Transaction Support
Transaction Support (Buy-side / Sell-side Diligence)
We support both buyers and sellers through comprehensive transaction diligence services. For acquirers, we conduct detailed financial, tax, and operational due diligence to assess earnings quality, working capital requirements, contingent liabilities, tax exposures, and key business risks, enabling informed investment decisions and effective deal structuring. For sellers, we help identify and address potential issues in advance, prepare vendor due diligence reports, and position the business for a smooth transaction process, reducing deal friction, accelerating timelines, and maximizing value realization.
Transaction Tax
In an increasingly globalised world, companies are seeing acquisitions and consolidation as a quick and effective growth strategy. Every transaction has tax implications, whether it's an acquisition, spin off or corporate restructuring. Understanding, planning and sequencing for these implications can mitigate transaction risk and cost. We endeavor to combine our extensive experience and expertise in Indian laws and regulations to devise innovative structures for mergers and acquisitions. We consider a host of legislations and regulations including direct tax, indirect tax, stamp duty, corporate law, exchange control regulations, accounting standards, etc.
Transaction Structuring
- Mergers, demergers, acquisition structuring
- Promoter holding company
- Spin-offs, corporate structuring
- Funding structure
Transaction Implementation
- Project management
- Documentation
- Regulatory support
- Post-transaction compliances and reporting
Inbound Acquisition Structuring
We advise foreign companies on tax-efficient structures for acquiring Indian businesses, covering holding structure design, entry route selection, regulatory approvals, treaty analysis, and exit planning. We help international acquirers navigate the complexities of the Indian tax and regulatory landscape to execute acquisitions smoothly and cost-effectively.
Corporate Restructuring
We advise on tax-efficient corporate restructuring, including mergers, demergers, slump sales, and business transfers. Our team evaluates the tax implications of various restructuring alternatives, assists with regulatory filings, and ensures compliance with applicable laws, helping organizations achieve their strategic objectives while minimizing the tax cost of restructuring.
Business Transfer Advisory
We advise on the tax implications of transferring business undertakings, whether as going concerns or individual asset transfers. Our services include structuring the transfer for tax efficiency, computing tax liabilities, managing stamp duty implications, and ensuring proper compliance with all regulatory requirements.
Demergers
We assist in structuring and executing tax-efficient demergers, covering evaluation of demerger eligibility, tax implications for the demerged and resulting companies, shareholder impact analysis, and compliance with Companies Act and tax law requirements. We ensure the demerger achieves the desired business separation while qualifying for tax benefits under applicable provisions.
Capital Restructuring
We advise on capital restructuring transactions, including capital reduction, share buybacks, and changes in capital structure. Our services cover tax implications for the company and shareholders, regulatory compliance, and structuring to optimize the overall tax impact, helping organizations right-size their capital structure while minimizing tax costs.
Share Swap Transactions
We advise on the structuring and tax implications of share swap transactions, including valuation of shares for swap ratios, analysis of tax implications under various provisions, compliance with regulatory requirements, and documentation support. We ensure share swap transactions are structured to achieve the desired commercial outcome in a tax-efficient manner.