Transaction Advisory for Exit

Structured Support for Promoters and Investors Planning an Exit

An exit — whether a promoter sale, secondary sale by an investor, strategic acquisition, or IPO — is one of the highest-stakes transactions a business will go through. Poor preparation leads to lower valuation, prolonged negotiations, and deal terms that erode the very returns the exit was meant to realise.

We advise promoters and investors through the entire exit process — preparing the business for sale, running the buyer or investor process, managing due diligence, and negotiating transaction terms — so the exit is executed efficiently and on the best available terms.

Our Transaction Advisory Services

Exit Readiness Assessment

Reviewing financials, contracts, and corporate structure to identify and fix gaps before going to market.

Valuation & Deal Positioning

Preparing a defensible valuation and positioning narrative to support negotiations with buyers or investors.

Buyer/Investor Identification

Mapping and approaching strategic acquirers, financial investors, or secondary buyers suited to the transaction.

Due Diligence Management

Coordinating the data room and managing responses to buyer financial, tax, and legal due diligence.

Transaction Structuring

Advising on deal structure — full sale, partial stake sale, slump sale, or share swap — for optimal tax and commercial outcome.

Negotiation & Closing Support

Supporting negotiation of the share purchase agreement, indemnities, and closing conditions through to completion.

Why Exit Preparation Matters

Well-prepared financials and data rooms materially reduce buyer due diligence time and re-negotiation risk
Correct transaction structuring can significantly affect the net tax outcome for sellers
A credible valuation narrative strengthens the seller's negotiating position from the outset
Identifying and resolving compliance or contractual gaps early avoids price chips late in the process
Running a structured, competitive process typically yields better terms than a single-buyer negotiation
Clear indemnity and escrow structuring protects sellers from open-ended post-closing liability

Frequently Asked Questions

What is the difference between a share sale and a slump sale?

In a share sale, the buyer acquires the shares of the company along with all its assets and liabilities, while in a slump sale, the buyer acquires a business undertaking as a going concern for a lump sum consideration without assigning values to individual assets, with distinct tax treatment applicable under Section 50B of the Income Tax Act for slump sales.

How long does a typical exit transaction take?

A promoter or investor exit transaction typically takes 4 to 9 months from initial preparation to closing, depending on how organised the company's records are, the complexity of the business, and how quickly buyer due diligence and negotiation proceed.

What is an escrow arrangement in an exit transaction?

An escrow arrangement holds back a portion of the sale consideration in a separate account for a defined period after closing, to cover potential claims arising from breaches of representations, warranties, or indemnities discovered after the deal has closed.

Can a partial exit be structured for a promoter?

Yes. Promoters can structure a partial stake sale, retaining a minority or significant residual holding while bringing in a new investor or strategic partner, which is common where the promoter wants to realise some value while continuing to participate in future growth.

What role does due diligence play in an exit?

Buyer-side due diligence validates the seller's representations about the business and often directly influences the final valuation, deal structure, and indemnity terms, which is why sellers who prepare their own financial and legal documentation in advance are able to negotiate from a stronger position.

Plan Your Exit Strategically

From readiness assessment to deal closing, we help promoters and investors execute exits on the best possible terms.

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