Financial Due Diligence: Buy-Side and Sell-Side
Non-audit financial diligence for investors, acquirers, and sellers in cross-border transactions — particularly India and Southeast Asia.
“Nirji's diligence flagged a transfer pricing exposure and a working capital normalisation issue that together moved the purchase price by more than the cost of the entire engagement. Sharp, fast, and India-aware.”
Overview
Financial due diligence is the most consequential, and most under-invested-in, phase of a transaction. Nirji’s Financial Due Diligence practice provides non-audit, buy-side and sell-side diligence for transactions ranging from Seed-stage acquisitions to mid-market PE deals. Engagements are led by Chartered Accountants (ICAI, India) with direct working knowledge of Indian and cross-border financial reporting, tax frameworks, and accounting irregularities specific to the region. Deliverables include quality of earnings analysis, working capital normalisation, net debt schedules, EBITDA bridges, revenue recognition review, tax exposure review, and a deal-team-ready red flags memo.
How We Deliver Results
Scoping (Days 1–3)
Diligence scope agreement, data room access, and target company coordination — aligned to the deal team's decision needs.
Fieldwork (Weeks 1–3)
Data analysis, management interviews, supporting document review, and exception flagging across QoE, working capital, net debt and tax exposures.
Draft Report (Week 3–4)
Draft diligence report with red flags memo, reviewed with deal team and refined against management responses.
Final Report & Negotiation Support (Weeks 4–6)
Final report, support to deal team during purchase price negotiation, and advisory on representations and warranties.
Why Nirji
- ICAI-led diligence with direct India-specific risk identification
- Non-audit by design — built for transaction decision-support, not statutory assurance
- Typically 30–50% lower cost and 30–40% faster than Big 4 transaction services for comparable scope
- Coverage across QoE, working capital, net debt, EBITDA bridges, revenue recognition and tax exposures
Who This Is For
- PE and VC investors conducting buy-side diligence
- Strategic acquirers in cross-border M&A
- Sellers preparing for sell-side processes (vendor diligence)
- Family offices evaluating direct investment opportunities
- Founders preparing companies for institutional fundraising (pre-investor diligence readiness)
- Lenders evaluating credit risk on growth-stage borrowers
Why Cross-Border Financial Due Diligence Requires Specialised Expertise
Diligence on a Bangalore-headquartered SaaS company being acquired by a Singapore strategic looks superficially similar to any other deal. The reality is materially different: India-specific revenue recognition norms, GST applicability questions, related-party transaction frameworks under the Indian Companies Act, transfer pricing exposures from cross-border IP and service flows, and employee benefit liability frameworks (Indian gratuity, leave encashment) that do not exist in Singapore accounting.
Nirji's financial due diligence engagements are led by Chartered Accountants qualified through the Institute of Chartered Accountants of India (ICAI) — meaning the same diligence team that reviews the financials also identifies India-specific risks that generalist regional firms routinely miss.
Our diligence work is non-audit by design. Statutory audit in Singapore requires Public Accountant registration with ACRA, which we do not hold. Our work is consulting-grade financial diligence delivered for transaction decision-support, not statutory assurance.
Financial diligence often pairs with our india corridor advisory for structuring the post-close entity, fractional CFO services for post-close integration, and business transformation consulting for value creation planning.
Frequently Asked Questions
Is this a statutory audit?
No. Financial due diligence is a non-audit consulting engagement that supports transaction decision-making — quality of earnings, normalised EBITDA, working capital, net debt, and India-aware risk identification. Statutory audits in Singapore require Public Accountant registration with ACRA, which we do not hold. Our diligence is non-audit by design.
How does this differ from the Big 4 transaction services teams?
The methodology overlaps significantly — our partners have worked on Big 4 transaction services teams. The differences are: (1) cost, typically 30–50% lower for comparable scope, (2) speed, typically 30–40% faster turnaround, and (3) for cross-border deals involving India, deeper India-specific expertise from a smaller, partner-led team.
Do you handle vendor (sell-side) diligence?
Yes. Vendor diligence is one of our most valuable services for founders preparing for institutional fundraising or sale, where the goal is to surface and remediate issues before buyers find them.
Can you support negotiation post-diligence?
Yes. Diligence is most valuable when it informs purchase price adjustment, working capital target negotiation, and representations and warranties scoping. Our engagement typically continues through SPA negotiation.
What sectors and deal sizes do you cover?
SaaS, fintech, healthcare, consumer brands, manufacturing, and tech-enabled services. Deal size typically USD 5M–USD 100M enterprise value. We selectively take smaller deals where the diligence question is interesting.
See how a Financial Due Diligence engagement is structured.
A representative engagement scenario showing scope, cadence, phases, and typical outcomes for Financial Due Diligence mandates — drawn from our Finance & Accounting Advisory practice.
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Read moreService Scope Note. Nirji Ventures provides finance and accounting advisory on a non-regulated, consulting basis. We do not perform statutory audits in Singapore, do not act as a licensed Singapore tax agent, and do not provide regulated investment or financial advisory services. Indian financial, tax, and regulatory work is delivered drawing on Chartered Accountant credentials from the Institute of Chartered Accountants of India (ICAI). Singapore-based engagements are advisory and structuring in nature; clients requiring statutory audit, regulated investment advice, or licensed tax filing services are referred to appropriately licensed counterparties.