Transaction tax & due diligence

India transaction-tax and due-diligence advisory for corporate acquisitions and investments: tax-risk review, structuring considerations and deal decision support.

Understand the tax exposure before the deal.

Which findings could affect valuation, structure or the decision to proceed? Priority tax exposures; Transaction structure considerations; Findings for the investment decision

Overview

Tax diligence should explain what a finding means for the transaction, not simply list missing records. The mandate starts with the proposed deal, entities, review periods and materiality approach. It examines agreed tax workstreams and distinguishes identified exposures from items that cannot be concluded on available information. Findings inform structure discussions, further diligence requests and matters for transaction counsel before signing or completion.

When to speak with us

You are acquiring or investing in an Indian business. A divestment or capital raise requires vendor-side tax preparation. You need to compare tax consequences of alternative deal structures. Your deal team needs to connect findings with closing conditions and post-transaction actions.

Mandate and data-room review

Agree entities, periods, taxes, materiality and access assumptions. Develop a targeted information request and record limitations in available evidence.

Tax exposure assessment

Review agreed corporate tax, withholding, GST and transfer-pricing workstreams. Identify gaps, disputed positions and potential exposures, quantified where records support it.

Structure considerations

Evaluate India tax implications of acquisition, investment or restructuring alternatives. Set out assumptions and issues requiring exchange-control, legal or specialist advice.

Deal and integration actions

Present priority findings, identify matters for transaction counsel and outline post-completion tax actions. Contract drafting remains with appointed counsel.

Deliverables

A tax diligence report or red-flag memorandum for the agreed scope. An issue register distinguishing findings, exposures and information gaps. A tax comparison of deal alternatives where included. Priority actions for the deal team and post-completion finance function.

Documents for the initial review

Transaction overview, proposed structure, entity perimeter and timetable. Financials, tax returns and key reconciliations for agreed periods. Orders, notices, litigation schedules and material tax correspondence. Material contracts, intercompany arrangements and data-room information.

Discuss your requirement

Submit a short enquiry about your organisation, intended outcome and timetable. Our team reviews the mandate. Responsible professionals, deliverables and fees are agreed before work begins.

Turn findings into questions the deal team can act on.

Connect tax exposure, supporting evidence and deal actions to the investment decision.

Exposure: Understand the issue and its potential implications.

Review the relevant tax position, the period and entities affected, and the limits of the evidence available. Potential engagement output: A scoped issue register that distinguishes findings from unresolved questions.

Evidence: Make the information gaps visible.

Connect each question to returns, reconciliations, notices, contracts and the information needed from management. Potential engagement output: A prioritised request list and a record of review limitations.

Deal action: Translate the review into next decisions.

Discuss matters for transaction counsel, structure considerations and the post-completion finance agenda. Potential engagement output: Priority actions for the deal team, with responsibilities agreed in scope.

Tax capabilities across the transaction decision

Bring the target’s tax position, structure alternatives and post-completion actions into the deal conversation.

Buy-side & vendor-side tax review

Set the entities, periods and tax areas; organise data-room requests and identify preparation gaps for an acquisition, investment or disposal. Potential engagement output: A scoped diligence plan and prioritised information request.

Exposure & dispute assessment

Review agreed income-tax, withholding, GST and transfer-pricing positions, including notices and disputes; quantify issues where evidence supports it. Potential engagement output: A red-flag memorandum or tax report with an issue register.

Acquisition & restructuring alternatives

Compare India tax implications of the proposed deal alternatives and identify funding, exchange-control and specialist dependencies. Potential engagement output: A tax comparison of the transaction options in scope.

Signing-to-integration tax actions

Connect findings to questions for transaction counsel and a post-completion tax and finance action plan, with ownership clearly assigned. Potential engagement output: Priority deal actions and a post-completion responsibility list.

Professional experience

Tenured Chartered Accountants & Advocates. 15 years in practice, with experience across manufacturing, services, banking, insurance and logistics.

Financial and legal perspectives for the deal conversation

Professional practice across manufacturing, services, banking, insurance and logistics brings context to business records and operating responsibilities. Associated Chartered Accountants and Advocates contribute the relevant perspectives for an expressly scoped tax review.

Business and financial context

Read tax positions alongside the target's activities and financial records.

Documented issues

Distinguish supported findings, disputed positions and missing information.

Stakeholder coordination

Frame questions for finance teams and transaction counsel within the agreed responsibilities.

Manufacturing — Discussion priorities

Supply chains, capital investment & intercompany arrangements. India expansion and investment structures; Related-party supply and service arrangements; Finance workflows and document controls

Services — Discussion priorities

Cross-border delivery, operating models & scalable processes. International contracts and payment flows; Group service models and transfer pricing; Workflow automation and AI use-case assessment

Banking — Discussion priorities

Transaction readiness, documentation & controlled operations. Transaction tax and diligence workstreams; Documented approval and reporting workflows; Technology integration with human review

Insurance — Discussion priorities

Evidence, reporting & process governance. Tax exposure and transaction documentation; Reporting and reconciliation workflows; AI-assisted document handling with review controls

Logistics — Discussion priorities

International operations, service flows & connected systems. Cross-border operating arrangements; Intercompany services and documentation; Operational data and workflow integration

India deal value is growing

US$ billion · M&A and private equity (PE). 2023: M&A 39.9, Private equity 53.4; 2024: M&A 50.1, Private equity 56.2; 2025: M&A 63.1, Private equity 60.7. Combined M&A and private equity values. Calendar years; rounded to one decimal.

Our perspective

Investment decisions need a joined-up view of structure, tax exposure and execution. What could change the economics of your investment before you commit?

Research reviewed

9 October 2026

Frequently Asked Questions

Can we request a focused red-flag review?

The proposal can define a limited review by tax area, entity and period. The report identifies limitations and unresolved information requests.

Can you work alongside our other deal advisers?

Coordination can be included, with responsibilities and permitted information sharing agreed at the outset.

Does this include valuation or an assurance opinion?

No. Those are distinct assignments requiring a separate engagement and the appropriately qualified professional.

Market analysis sources

EY India M&A report 2026 · Calendar years 2023–2025 · report pages 6 and 8