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Mergers & Acquisitions Advisory

End-to-end M&A support — target evaluation, valuation, due diligence, and deal structuring.

Overview

What this involves

A successful merger or acquisition requires more than just a willing buyer and seller; it demands rigorous commercial strategy, precise financial structuring, and expert negotiation. While our Corporate Restructuring team handles the legal and statutory execution through the NCLT or Regional Directors, our Mergers & Acquisitions (M&A) Advisory team operates on the commercial frontlines. We act as your lead financial advisor, orchestrating the entire lifecycle of the deal to ensure the transaction aligns with your strategic growth objectives or exit goals.

We provide comprehensive buy-side and sell-side advisory services. For acquirers, we identify synergistic targets, evaluate their commercial viability, and structure competitive offers that protect against downside risk. For sellers and founders seeking an exit, we groom the business for sale, prepare sophisticated information memorandums, and create competitive tension among prospective buyers to maximize the exit multiple. Navigating the deal environment—where capital deployment is highly scrutinized—we specialize in bridging valuation gaps through creative deal structuring, including earn-outs, deferred considerations, and tax-neutral share swaps under the Income-tax Act, 2025.

How we help

  • Unified Deal Execution: By combining M&A advisory with our in-house valuation, due diligence, and tax structuring capabilities at Sunil Kumar Jain & Associates, we eliminate the delays and miscommunications of using fragmented external consultants.
  • Strategic Deal Structuring: We architect transactions to optimize tax outcomes—choosing between asset purchases, slump sales, or equity acquisitions to minimize capital gains exposure and preserve accumulated tax losses.
  • Negotiation Leverage: We manage the complex dynamics of the deal room, absorbing the friction of aggressive negotiations to protect the ongoing relationship between the buyer's and seller's management teams.
  • Bridging Valuation Gaps: We expertly deploy sophisticated financial instruments—such as convertible notes, staggered payouts, and performance-based earn-outs—to successfully close deals even when initial valuation expectations differ.
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Key Points

What you should know

The Power of the Term SheetThe Letter of Intent (LOI) or Term Sheet is the most critical commercial document. While often legally non-binding, it locks in the valuation methodology, exclusivity periods, and deal structure. Renegotiating commercial terms after the Term Sheet is signed is notoriously difficult.

Tax-Neutral TransactionsCertain M&A transactions, such as amalgamations and demergers that meet specific conditions under the Income-tax Act, are entirely exempt from capital gains tax. Structuring the deal to fit these parameters is vital for capital preservation.

Information MemorandumFor sell-side mandates, a highly polished, data-backed IM is essential. It must articulate the company’s competitive moat, financial health, and future projections clearly to attract premium institutional or strategic buyers.

Questions

Frequently asked questions

Both. We support buy-side acquirers and sell-side owners through evaluation, diligence, valuation, and negotiation.

Through independent valuation using income, market, and asset approaches, refined by the findings of due diligence.

Yes. Deal structure has major tax consequences; we design it for the best available outcome within the law.

In Buy-Side advisory, we represent the acquirer—helping them find a suitable company to buy, validating its value through due diligence, and negotiating the lowest possible risk and price. In Sell-Side advisory, we represent the company being sold—preparing the business for scrutiny, finding potential buyers, and negotiating the highest possible exit valuation.

As early as possible—ideally before any formal discussions or numbers are shared with the other party. Involving us at the strategic planning phase ensures that you don't inadvertently agree to a valuation metric or deal structure that creates massive tax liabilities later.

In a slump sale, an entire business undertaking is transferred for a lump-sum consideration without assigning individual values to specific assets and liabilities. It attracts a specific capital gains tax treatment. In an asset sale, the buyer picks and chooses individual assets (like machinery or a brand) and leaves the liabilities behind.

Financial, tax, and compliance review of the target to surface risks that affect price and terms before you commit.

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