Go to market with your story, your numbers and your issues already understood. Our vendor due diligence services give sellers an independent financial, tax and business review, presented in a deal-ready report for prospective buyers and investors, so the process is faster, more competitive and harder to re-price.
Vendor due diligence (VDD) is due diligence commissioned by the seller, the “vendor”, before or during a sale process. An independent firm reviews the target company and prepares a report that is shared with prospective buyers.
The review covers the target's financial performance and position, quality of earnings, tax exposures, key business processes, and legal and regulatory matters. Buyers use the VDD report to understand the business quickly and to assess its financial strength and risks before agreeing terms. In many processes, they still carry out a focused confirmatory review of their own.
For the seller, VDD means that issues are identified and addressed early, the equity story is backed by independent analysis, and every bidder works from the same, credible information.
Quality of earnings, normalised EBITDA, revenue and margin analysis, net working capital, net debt and debt-like items, and cash flow conversion.
Direct tax, GST, TDS and transfer pricing positions, open assessments and litigation, and potential exposures for the buyer.
Business model, customers, suppliers, concentration risks, KPIs, and the key growth and value drivers behind the equity story.
Company law and secretarial records, key contracts, licences and litigation, with our partner legal experts.
Employee costs, PF, ESI, gratuity and bonus liabilities, ESOPs, and labour law compliance.
Key systems, data privacy and DPDP Act compliance, and cybersecurity risks, with specialist support where needed.
We assess the strengths and growth factors of the business while identifying risks, so you go into negotiations from a stronger position. We look beyond obvious approaches and metrics to uncover value-creating opportunities, chart strategic options, and present the business's story compellingly. To give you a comprehensive, integrated solution, we work alongside industry experts, including legal, tax and accounting specialists.
Our approach is tailored to each business, not a standard checklist:
| Vendor (Sell-Side) Due Diligence | Buy-Side Due Diligence | |
|---|---|---|
| Commissioned by | The seller | The buyer or investor |
| Timing | Before or at the start of the sale process | After a buyer is shortlisted or terms are agreed |
| Purpose | Prepare the business, support the equity story and share reliable information with all bidders | Identify risks and verify value for one buyer |
| Report shared with | Prospective buyers, often with reliance arrangements | The buyer only |
We agree the deal context, likely buyers, scope, periods to be covered and timeline with the seller and its advisers.
We set up the information request list and help organise a structured data room.
We complete the financial, tax and business analysis, with management discussions and site visits.
We share early findings with the seller, so issues can be fixed or explained before buyers see them.
We issue the draft VDD report, run a management fact-check, then finalise the report for release to bidders.
We hold walkthrough sessions and respond to bidder questions through to signing.
Tell us about the business and your timeline. We will outline a vendor due diligence scope that protects your value, at no cost and with no obligation.
Book a Free VDD ConsultationShare a few details about the business and the transaction. All information is kept confidential.
