MERGERS & ACQUISITIONS

Mergers and Acquisitions Advisory in India

End-to-end mergers and acquisitions advisory for buyers, sellers and investors, covering target and buyer search, deal advisory, valuation, financial, tax and legal due diligence, deal structuring, regulatory approvals, closing and post-merger integration, for domestic and cross-border transactions.

2sides of the deal we advise on: buy-side and sell-side
6M&A service areas, from search to integration
30+countries our clients come from
426client engagements completed in the last 5 years
01

Inorganic Growth Starts With the Right Deal

Growing through acquisitions is an important part of the strategy for foreign investors entering India, and for Indian companies building scale.

Identifying the right target is critical to an acquisition's success. We help scout for deals that offer real synergies and are the right fit. Through our network of relationships, we help buyers identify opportunities of interest and shortlist targets in line with their long-term objectives. We also help sellers find the right buyers and achieve fair value.

Once a deal is in sight, we stay with you through valuation, diligence, structuring, approvals, closing and integration, so nothing is lost between advisers.

02

Our M&A Services

1

Target & Buyer Search

We identify and screen targets or buyers through our network and relationships in the market, against your strategic and financial criteria.

2

Deal Advisory

We advise on both buy-side and sell-side deals: deal strategy, information memorandum, term sheets, negotiation support and deal management.

3

Valuation Support

We carry out valuations using appropriate methodologies for negotiation, regulatory and accounting purposes. See our business valuation services.

4

Due Diligence

We provide financial, tax, legal and investigative due diligence for buyers, and vendor due diligence for sellers.

5

Structuring, Implementation & Closing

We cover tax and regulatory deal structuring, transaction documents, approvals, completion accounts and closing mechanics, as an end-to-end solution.

6

Post-Merger Integration

We integrate finance, accounting, payroll, compliance and reporting, so the combined business delivers the expected synergies.

03

Common M&A Deal Structures in India

StructureHow it worksKey considerations
Share acquisitionThe buyer acquires shares of the target from existing shareholders, or through new sharesThe buyer inherits all liabilities, so diligence and warranties are critical. Simple to execute.
Business transfer / slump saleAn undertaking is transferred as a going concern for a lump-sum priceLets the buyer choose the business, with specific tax rules for slump sales. Contracts and licences may need transfer.
Merger or amalgamationCompanies combine through a scheme of arrangement approved by the NCLTCan be tax-neutral if conditions are met. Fast-track routes are available for eligible companies.
DemergerA business division is split into a separate companyUsed for restructuring, focus or sale of a division. Tax neutrality depends on conditions.
Cross-border mergerAn Indian and a foreign company merge, inbound or outboundNeeds compliance with the Companies Act and FEMA cross-border merger regulations.
Joint venture / minority stakePartial investment, or a new jointly owned companyGovernance, exit and pricing terms are key. See joint venture advisory.
04

Regulatory and Tax Considerations

  • Foreign investment rules. FDI caps, approval routes, Press Note 3 and FEMA pricing for inbound deals, and ODI rules for Indian buyers acquiring overseas.
  • Competition law. Approval from the Competition Commission of India where asset, turnover or deal-value thresholds are met.
  • Listed targets. SEBI Takeover Regulations, open offer triggers and disclosure obligations.
  • Tax structuring. Capital gains, tax-neutral mergers and demergers, carry-forward of losses, slump sale taxation and stamp duty.
  • Payments to non-residents. Withholding tax on consideration paid to foreign sellers, treaty benefits and Form 15CA/15CB, through our international tax team.
  • Company law approvals. Board and shareholder approvals, NCLT schemes and post-deal filings with the ROC.
05

Our M&A Process

Strategy & Criteria

We define your objectives, target profile or buyer universe, and deal parameters.

Search & Approach

We identify, screen and approach targets or buyers, under NDA.

Valuation & Terms

We value the business, and negotiate the term sheet and deal structure.

Due Diligence

We carry out financial, tax, legal and investigative diligence, and report key findings.

Documentation & Approvals

We handle the SPA/SHA or scheme, regulatory approvals and conditions precedent.

Closing & Integration

We complete closing, filings, completion accounts and post-merger integration.

06

Buy-Side and Sell-Side Advisory

For Buyers & Investors

  • Target identification and screening
  • Valuation and pricing strategy
  • Buy-side due diligence and red-flag reports
  • Deal structuring, negotiation and documentation
  • India entry via acquisition for foreign buyers

For Sellers & Promoters

  • Sale readiness and vendor due diligence
  • Buyer identification and outreach
  • Information memorandum and equity story
  • Managing bids and negotiating terms
  • Tax-efficient exit structuring
07

Why Choose AAPT & Associates for M&A

  • End-to-end deal support. One team from search to closing and integration.
  • Financial, tax and regulatory depth. CAs, CSs and legal partners on every deal.
  • Network-driven deal sourcing. Relationships across industries and markets.
  • Cross-border experience. Inbound acquisitions by foreign buyers, and outbound deals by Indian companies.
  • Big 4-trained leadership. Partners with 14+ years each in audit, tax and advisory.
  • Confidential by default. Strict NDAs and controlled information flow.

Discuss a Transaction

08

Frequently Asked Questions

What does an M&A advisor do?
An M&A advisor helps buyers and sellers identify opportunities, value the business, run due diligence, structure and negotiate the deal, manage regulatory approvals and documentation, and complete the transaction. Some advisors, like us, also support post-merger integration.
How long does an acquisition take in India?
A straightforward share acquisition can take two to four months from term sheet to closing. Deals that need NCLT approval, competition clearance or government FDI approval can take considerably longer.
What is the difference between a share purchase and a slump sale?
In a share purchase, the buyer acquires the company itself, including all its assets and liabilities. In a slump sale, a business undertaking is transferred as a going concern for a lump-sum price, allowing the buyer to acquire a specific business without the entire company.
Is approval needed from the Competition Commission of India?
Approval is required where the combination exceeds the prescribed asset or turnover thresholds, or the deal-value threshold for transactions with substantial business operations in India, unless an exemption applies.
Can a foreign company acquire an Indian company?
Yes, subject to FDI rules for the sector, including caps and approval routes, FEMA pricing guidelines, and reporting to the RBI. Investors from countries that share a land border with India need government approval.
Do you work on deals as a buyer's or a seller's advisor?
Both. We act on the buy side, for acquirers and investors, and on the sell side, for promoters and companies seeking a sale or investment.

Planning an acquisition, merger or exit?

Share your objectives in confidence. Our deal team will outline the opportunities, structure and next steps, at no cost and with no obligation.

Book a Free M&A Consultation