Whether a merger is being finalised, a fund is being deployed, or a supplier contract is being signed — the decision is only as reliable as the information behind it. A missed liability, an undisclosed dispute, or a misrepresented financial position can cost far more than the deal itself.
At Sapient Services, we provide due diligence services in Delhi for companies, investors, banks, NBFCs, law firms, and private equity funds that need an accurate, independently verified picture of the target before committing. Our team of Chartered Accountants, registered valuers, and domain specialists has handled due diligence assignments across sectors in India and across assets in 15+ countries — from domestic M&A reviews to complex cross-border transactions.
Due diligence is the process of independently investigating and verifying the financial, legal, operational, and compliance position of a business before a significant transaction or decision.
According to IndiaFilings, due diligence of a company involves a comprehensive review of financial, legal, and compliance aspects, and typically starts with verification of publicly available data from the Ministry of Corporate Affairs (MCA). From there, it goes deeper — into tax records, litigation history, related-party transactions, operational processes, and anything else that could affect the value or risk of the transaction.
In India, due diligence is increasingly shaped by regulatory requirements. The RBI’s KYC Master Direction requires banks and NBFCs to perform customer due diligence (CDD) and enhanced due diligence (EDD) for higher-risk entities. SEBI’s ICDR Regulations require thorough disclosure reviews for IPO-bound companies. The Digital Personal Data Protection (DPDP) Act, 2023 has added a data privacy dimension to due diligence, particularly for companies handling customer data. And the Companies Act, 2013 governs related-party transaction disclosures, board approvals, and audit requirements that form part of every corporate due diligence.
This is the most commonly requested type, and also the one where errors are most expensive. We examine the quality of earnings — not just the reported numbers, but whether those numbers are sustainable, accurate, and free from manipulation. This includes reviewing audited financials for the last 3–5 years, cash flow patterns, working capital trends, contingent liabilities, debt structure, and the accuracy of future projections.
For M&A transactions, financial due diligence also covers revenue concentration risks (how dependent is the business on one or two customers?), accounting policy consistency, and any unexplained changes in margins.
Legal due diligence covers the contractual and regulatory standing of the business. We review material agreements with customers, suppliers, lenders, and employees — looking for obligations that would bind the acquirer or investor. We check litigation history, pending or threatened legal actions, regulatory notices, and compliance with sector-specific laws. For real estate and infrastructure companies, title verification is a key component.
As IndiaFilings notes, both parties typically sign an NDA before legal due diligence begins, since sensitive documents — equity vesting plans, lender agreements, court filings — need to be shared in the process. Sapient handles all assignments under strict confidentiality protocols.
Tax liabilities don’t always show up in the balance sheet. We review direct tax (Income Tax) and indirect tax (GST) compliance, pending assessments and disputes, transfer pricing arrangements, and the tax implications of the deal structure itself. For acquisitions, understanding the target company’s tax history can significantly affect deal pricing and structure.
Operational due diligence has evolved — it’s no longer just about identifying what’s broken. The focus now is on whether the business can actually execute on its growth plans. We assess the company’s processes, supply chain, infrastructure, internal controls, and management team with that question in mind.
This type is especially relevant for PE and VC investors who need to know whether the management team and operations can support the growth thesis before committing capital.
India’s regulatory environment is layered — Companies Act, FEMA, sector-specific regulations, labour laws, environmental clearances. A company may look financially healthy but carry unresolved statutory compliance gaps that become the acquirer’s problem post-deal. We separately review the company’s compliance track record across applicable regulatory frameworks and flag open items that need resolution or disclosure.
For technology businesses, IT-dependent companies, and capital-intensive sectors, we review the technology stack, cybersecurity posture, IP ownership, software licensing, data infrastructure, and the scalability of existing systems. As data breaches and cyber threats have risen sharply across India, this has become a standard component of due diligence for fintech, healthtech, and e-commerce transactions.
This examines the business from the outside — market size, competitive position, customer concentration, pricing power, and growth assumptions. If a company is projecting 40% revenue growth in a market that’s growing at 12%, that’s a question that needs answering before the valuation is accepted.
Banks, NBFCs, and corporates regularly need to assess the financial health and compliance standing of vendors, distributors, or counterparties before entering contracts. Under RBI’s KYC Master Direction, banks and NBFCs are required to perform Customer Due Diligence (CDD) and, for higher-risk entities, Enhanced Due Diligence (EDD). We support these checks with structured financial and background verification of third parties.
Before a PE fund backs a founder or a bank sanctions a large loan, the promoter’s background matters. We check MCA records for directorship history across companies, identify any defaults or regulatory disqualifications, and verify the track record of key persons involved in the transaction. In India’s mid-market, undisclosed promoter involvement in distressed entities is a known risk that standard financial review doesn’t catch.
Environmental, Social, and Governance due diligence is no longer optional for certain investor classes. SEBI’s Business Responsibility and Sustainability Reporting (BRSR) framework, mandatory for the top 1,000 listed companies in India by market capitalisation from FY 2022-23 onwards, has made ESG disclosure a compliance requirement. For PE funds, institutional investors, and companies with international stakeholders, we review the target’s governance structure, BRSR compliance status, and the ESG disclosures required under SEBI’s framework.
The need for professional due diligence services in Delhi cuts across sectors and deal types:
Step | Stage | What Happens |
1 | Scope Agreement | Engagement scope, objectives, and output format agreed in writing before work begins |
2 | NDA Execution | Non-disclosure agreement signed by all parties before any documents are shared |
3 | Document Request | Structured request list issued — financials, MCA filings, contracts, tax records, board minutes, sector-specific documents |
4 | Analysis & Verification | Documents reviewed systematically. Supplemented by MCA searches, ROC filings, charge searches, court record checks, and management interviews |
5 | Risk Ranking | Findings ranked as high, medium, or low risk. Preliminary findings shared with client before report is finalised |
6 | Due Diligence Report | Structured report delivered — findings by area, risk rating, open items requiring action, and deal implications |
7 | Post-Report Support | Where findings affect deal structure or pricing, team supports the client through that discussion |
Every engagement starts with a clear scope document. We agree with the client on what’s being assessed, what documents are needed, and what the output will look like. This is not a one-size-fits-all exercise.
Confidentiality agreements are signed before any documents are shared. We then issue a structured document request list — financial statements, MCA filings, contracts, tax records, board minutes, and any other relevant materials depending on scope.
Our team works through documents systematically — MCA searches, court record checks, regulatory filings review, and management interviews where needed. The goal is to verify what’s claimed, not just record what’s submitted.
All findings are ranked by materiality — high, medium, low risk. We discuss preliminary findings with the client before the final report is prepared.
The deliverable is a clear, structured report covering: findings by area, risk assessment, key concerns, open items requiring resolution, and recommendations. The report is written in plain language, not dense accounting jargon — because decision-makers need to be able to read and act on it.
Where findings affect deal structure, pricing, or conditions, our team continues to support the client through that discussion — the report is the starting point, not the end of the engagement.
We are a Delhi-based firm with operations in 10+ Indian states and experience across assets in 15 countries. Our due diligence team includes Chartered Accountants, IBBI-registered valuers, cost management accountants, and engineers — allowing us to cover financial, technical, and operational dimensions within a single engagement rather than fragmenting the work across multiple firms.
Our team lead for due diligence and M&A advisory has over 13 years of experience across valuations, due diligence, and transaction advisory — with sector exposure spanning manufacturing, healthcare, logistics, fintech, hospitality, and real estate.
We work with a wide range of clients across the Delhi NCR region and across India — from NBFCs and private sector banks conducting pre-lending due diligence, to private equity funds running buy-side reviews, to corporate buyers preparing for acquisitions.
All assignments are handled under signed NDAs. Client documents stay within the engagement — they are not referenced across mandates, not shared with third parties, and not retained after the assignment closes.
Ans: It depends on the scope and complexity. A focused financial due diligence for a mid-size company typically takes 2–3 weeks. A full multi-workstream engagement — covering financial, legal, tax, and operational — can take 4–8 weeks depending on document availability and management responsiveness.
Ans: A structured due diligence report with findings categorised by risk level, open items, and recommendations. For M&A transactions, this report directly informs deal pricing, conditions precedent, and representations and warranties in the transaction documents.
Ans: Yes. While we are headquartered in Delhi NCR, we provide due diligence services across India. We have handled assignments in Mumbai, Bengaluru, Hyderabad, and Kolkata, among other cities, and have cross-border experience in 15+ countries.
Ans: EDD is a deeper level of investigation applied to higher-risk transactions, entities, or customers — particularly relevant for banks and NBFCs under RBI’s KYC Master Direction. It involves more extensive background checks, beneficial ownership verification, source of funds analysis, and ongoing monitoring.
Ans: An audit verifies that financial statements are prepared in accordance with applicable accounting standards and gives an opinion on their accuracy. Due diligence is investigative and transaction-specific — it examines whether the business, deal, or investment makes sense and what risks the client is taking on. The two serve different purposes and one cannot substitute for the other.
Ans: Standard MCA checks include company master data, ROC annual filings, financial statements filed with the Registrar of Companies, charge search (to identify existing encumbrances on assets), director identification number (DIN) history to check promoter involvement in other companies, and any regulatory actions or court orders recorded against the company or its directors.
Ans: Yes. Due diligence for a startup or SME is typically more focused — covering financial records, legal standing, promoter background, and basic compliance status — and takes less time than a full corporate review. Many of our clients are startups approaching investors who want to understand their own gaps before formal investor due diligence begins.
Ans: You need the following documents: contracts, regulatory filings, ownership records, and financial statements.
Sapient Services is focused on providing startup services, valuation services, transaction advisory, and due diligence services. Our team comes from various professional service backgrounds and draws on experience from different geographical regions.
