Financial & Tax Due Diligence

Any organization as a part of its strategic growth shall undertake acquiring and selling; investing and divesting in the businesses. This can be one of the most crucial and vital financial propositions for any organization as judgment and/or assessment errors can cause havoc for a business. There is a high risk of making errors while handling the complexities of the buy/sale transactions due to the demand for speed in turnaround time and/or limited resources at your disposal.

RBSA Advisors provide Transaction Services to assist clients in their growth, investment, and divestment strategy right from strategic assessment at initial levels through to the closing of the transaction.

Our Services

Buy side due diligence and Closing due diligence

Vendor assistance and Vendor due diligence

Advice on sale and purchase agreements (SPA) and business transfer agreements (BTA)

Assistance in deal negotiations

Project business / risk assessment which includes a review of key technical aspects of the project / business

Setting up and managing the data room

Our Expertise

Our expertise includes transaction support by performing financial and tax due diligence and technical due diligence for inbound and outbound transactions:

Our purpose is to assist clients

Assess potential values and risks associated with a transaction

Create value in terms of identifying key deal drivers, synergies, mitigate risks and challenge assumptions about future performance of the business

Improve negotiating position and identify risks in the transaction to enable to take an informed decision with confidence

We have deep sector / industry understanding and local market knowledge with focused Transaction Services team. We provide attention to your needs with high level of senior personnel involvement. Our integrated deal advisory service offerings provide best possible advice to our clients in the timely manner. Our technical experts have experience of verifying technical and physical aspects of a project and can help safeguard client’s potential investment by identifying and mitigating risks. RBSA places emphasis on adapting to, and respecting a client’s management culture, as we have found this to be a key element in ensuring that clients receive the service, which they want. This would be central to our provision of services to you.

Our approach to the due diligence

We perform independent and impartial due diligence reviews
We have differentiated approaches for buy side & closing due diligences and vendor assistance & vendor due diligences for M&A, strategic and private equity transactions
Our style is to have open, proactive and frequent interaction with our clients to discuss all material issues as they affect the transaction. Regular, open and informal communication helps to deal with issues before they become problems and ensure that there are no surprises
We bring in our expertise in M&A / PE transactions coupled with our understanding of the due diligence issues in providing inputs on the transaction agreements and assist the clients in their negotiation
We bring in integrated approach by involving relevant transaction tax, valuation, technical and business experts in the transaction

Our deliverables

We focus on the issues that affect investment risks and return, such as:

Quality of earnings / normalized earnings / sustainable EBIDTA level
Potential standalone costs of the business after the carve-out, in case of a carve-out transaction
Net assets adjustments
Cash flows
Related party transactions
Contingent liabilities and capital commitments impacting valuation
Direct and indirect taxes (tax) impacting valuation, pending tax assessments, litigations and any tax leakages
Potential impact on transaction agreements
Representations, indemnities and warranties
Inputs to assess assumptions in business model / projections
Go forward issues

We help our clients who want to “acquire / invest in” business achieve quantifiable benefits:

Early identification of potential deal issues and their way forward
Issues that provide direct adjustments, negotiating points and significant modification to proposed valuation
Material modifications to transaction agreements
Materially improved client’s initial deal structure and optimal transaction structure

We help our clients who want to “sell” their business achieve quantifiable benefits:

Identifying potential deal issues impacting valuation and highlighting them in the early stages
Proactively providing solutions to issues and acquainting the vendors / sellers with best practices
Materially improved initial deal structure and optimal transaction structure
Giving constructive feedback regarding accounting best practices
Factual confirmations with the management of Company to avoid unpleasant surprises
Opportunity to review and address concerns in the form of management comments
Ensure security of information and maintain confidentiality of information
Buyers get an independent and impartial due diligence review