Ajay Arun Mehta & AssociatesChartered Accountants
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Financial Due Diligence & M&A Support

Comprehensive buy-side and sell-side due diligence, Quality of Earnings analysis, Net Working Capital assessment, and post-merger integration support for high-stakes transactions.

I. The Philosophy of Due Diligence

At Ajay Arun Mehta & Associates, we believe due diligence is not a "checklist" exercise—it is a "detective" exercise. With 37 years of seniority, we look beyond the trial balance to understand the commercial reality of a business.

Our goal is to identify "Deal Breakers" early, provide "Deal Shapers" for valuation, and ensure our clients never overpay for an asset.

II. Buy-Side Due Diligence (Investor Protection)

When you are acquiring a company, you are acquiring its history, its liabilities, and its risks. We act as your shield.

  • - Historical Financial Analysis: We analyze 3-5 years of audited and management accounts to identify trends in revenue and margins.
  • - Risk Identification: We uncover "off-balance-sheet" liabilities, such as pending tax litigations (GST/Income Tax) or undisclosed employee benefits.
  • - Asset Verification: Physical verification and valuation of inventory, fixed assets, and the recoverability of trade receivables.

III. Sell-Side Due Diligence (Vendor Assistance)

If you are selling your business, "Vendor Due Diligence" (VDD) ensures you are prepared for the buyer's scrutiny.

  • - Data Room Management: We help organize your financial records into a "Virtual Data Room" (VDR), ensuring transparency and speed during the sale process.
  • - Pre-emptive Corrections: We identify potential red flags in your books and help you correct them before the buyer finds them, protecting your valuation.

IV. Quality of Earnings (QoE) Analysis

This is the most critical part of M&A. Net Profit is easy to manipulate; Quality of Earnings is not.

  • - EBITDA Normalization: We adjust the EBITDA for "one-time" expenses, non-recurring gains, and "owner-related" costs to show the buyer the true earning power of the business.
  • - Revenue Recognition Review: We ensure revenue hasn't been "front-loaded" or artificially inflated to make the company look better before a sale.

V. Net Working Capital (NWC) & Debt-Like Items

The "Purchase Price" is rarely the final check you write. The NWC adjustment is where many deals fail.

  • - Target Working Capital: We help define the "Peg" or "Target" NWC that must be left in the business at the time of closing.
  • - Debt-Like Items: We identify items that are technically "debt" (like unpaid taxes, gratuity backlogs, or long-term leases) and ensure they are deducted from the final purchase price.

VI. Post-Merger Integration (PMI) Support

The deal doesn't end at the signature. We help you merge the financial cultures of two entities.

  • - Standardization of Accounting: Aligning the chart of accounts and reporting cycles between the parent and the subsidiary.
  • - Compliance Handover: Ensuring all GST, TDS, and ROC registrations are updated to reflect the new ownership structure.