Sell-Side (Vendor) Due Diligence
For sellers and promoters preparing for exit or fundraise
Sell-side or vendor due diligence is commissioned by the seller before approaching buyers or investors. It proactively identifies and addresses issues that would otherwise surface during buyer's DD, accelerates the deal process, maintains seller credibility, and provides a vendor DD report that can be shared with multiple potential buyers simultaneously.
Who Is This For
Promoters planning a full or partial exit, companies preparing for PE/VC fundraise, businesses being readied for strategic sale, and family businesses transitioning ownership.
Scope of Work
- Proactive Financial Health Check — identify and remediate issues before buyer scrutiny
- Quality of Earnings from Seller's Perspective — present the strongest defensible EBITDA with proper adjustments and supporting documentation
- Working Capital Normalization — establish a fair working capital baseline for SPA mechanisms
- Compliance & Governance Review — ensure all statutory filings, tax returns, and corporate compliances are current
Detailed Scope
What We Cover
Proactive Financial Health Check — identify and remediate issues before buyer scrutiny
Quality of Earnings from Seller's Perspective — present the strongest defensible EBITDA with proper adjustments and supporting documentation
Working Capital Normalization — establish a fair working capital baseline for SPA mechanisms
Compliance & Governance Review — ensure all statutory filings, tax returns, and corporate compliances are current
Data Room Preparation — organize and structure financial documents for buyer's due diligence
Financial Fact Book — comprehensive reference document covering all key financial metrics, trends, and explanations
How It Works
Our Process
Pre-Sale Assessment
Evaluate the company's financial readiness for sale, identify gaps in documentation, compliance, and accounting that would concern a buyer.
Clean-Up & Remediation
Address identified issues — file pending returns, standardize accounting policies, reconcile balances, and resolve outstanding disputes before approaching buyers.
Vendor DD Report & Fact Book
Prepare comprehensive vendor DD report covering earnings quality, working capital, net debt, and compliance status. Create a Financial Fact Book as a reference for buyers.
Data Room & Buyer Support
Organize a structured virtual data room, support the seller during buyer's DD process, and help address buyer queries and information requests efficiently.
Proven Results
Case Studies
Promoter Exit — EdTech Company (Rs 25 Cr Revenue)
Challenge
The promoter of an EdTech company wanted to sell a majority stake and needed to present clean financials to potential buyers. The company had 2 years of messy books with mixed personal and business expenses, inconsistent revenue recognition (some subscriptions booked upfront, others deferred), and pending GST returns for 6 months.
Our Solution
Conducted sell-side FDD over 4 weeks. Cleaned up 2 years of financials — separated personal expenses, standardized revenue recognition policy (aligning with Ind AS 115), filed all pending GST returns. Prepared a Financial Fact Book with normalized P&L, clean balance sheet, customer cohort analysis, and churn metrics. Set up an organized virtual data room with 200+ indexed documents.
Result
Company presented to 4 potential buyers with the vendor DD report. Buyer's due diligence completed in 10 days (vs typical 3-4 weeks) since most questions were pre-addressed. No material adverse findings by the buyer's advisors. Deal closed at a valuation premium of approximately 15% compared to initial indicative offers, attributed to seller preparedness.
Family Business — Prepared Sale of Food Processing Unit
Challenge
A second-generation family business in food processing (Rs 40 crore revenue) was approached by a strategic buyer. The business had strong operations but weak financial documentation — no formal cost accounting, unreconciled inter-company transactions with a sister concern, and informal cash transactions historically.
Our Solution
Conducted vendor DD to identify all potential buyer concerns. Reconstructed cost sheets for top 20 products, reconciled inter-company balances, documented all related-party transactions with arm's length justification, formalized vendor payment processes, and prepared a comprehensive Financial Fact Book covering 4 years of clean financials with explanatory notes.
Result
Buyer's DD team noted the vendor DD report was among the most prepared they had encountered for a family business. Two previously unclear related-party transactions were documented with supporting evidence, preventing potential price chips of Rs 1-2 crore. Deal timeline shortened by approximately 6 weeks compared to similar-sized transactions.
Disclaimer: As per the guidelines of the Institute of Chartered Accountants of India (ICAI), the names of clients cannot be disclosed. The case studies presented above are based on actual engagements, with client identities anonymized to comply with ICAI professional standards and maintain confidentiality.
Common Questions
Frequently Asked Questions
Vendor DD gives the seller control over the narrative. By proactively identifying and addressing issues, you avoid last-minute price reductions, maintain credibility with buyers, accelerate the deal timeline, and can share one report with multiple buyers — reducing overall costs and disruption.
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View DetailsInvestor Due Diligence
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View DetailsNeed Sell-Side (Vendor) Due Diligence?
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