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    From ready to sold

    We get the company ready before any buyer sees it, then set its value and shape. We approach the right buyers in order, and hold the deal together until the money moves.

    Where something can’t be cleanly fixed, the resolution is usually a warranty and an indemnity from the founders, capped at some amount and surviving for some years. (read where we wrote it)

    12 to 36Months a seller's warranties usually last after closing

    What does selling a company involve, start to finish?

    Four pieces of work, in the order a sale runs. The first two happen before any buyer hears the company's name.

    1. Prepare the company for sale

      The questions a buyer's diligence will ask, answered before anyone is approached.

      • Earnings restated to what a buyer will accept
      • Books, GST and statutory filings reconciled
      • The data room, indexed and current
      • Problems fixed, or disclosed early

    2. Value it and set the shape

      What the business is worth, to which buyer, and in what form it is sold.

      • A valuation from three methods, set against each other
      • Shares or the business, all of it or part
      • What the owner keeps, and how long they stay

    3. Find and approach the buyers

      A list built for this company, approached in a planned order.

      • Companies in the same or a nearby business, funds, family offices and searchers
      • A short teaser, then an NDA, then the information memorandum
      • Management meetings prepared and run

    4. Run the process to close

      Offers compared side by side, and the agreed deal held together through the buyer's diligence.

      • Letters of intent compared on price and terms
      • Exclusivity on a timetable
      • The buyer's diligence answered from the data room
      • The share purchase agreement and the closing conditions

    Which four jobs take a company from ready to sold?

    The first two decide what a buyer can pay. The last two decide how much of that price reaches the owner.

    1. Get the company ready before anyone sees it

      We restate the earnings to what a buyer will accept, reconcile the books with the GST and statutory filings, and build the data room. A problem found now can be fixed. One a buyer finds becomes a discount.

    2. Set the value and the shape

      We value the business three ways and set them against each other. Then we decide with the owner what is sold, in what form, and what the owner keeps.

    3. Approach the right buyers in the right order

      A list built for this company: businesses in the same or a nearby line, funds, family offices and, for the right size of company, a searcher. Each sees a short teaser first, signs an NDA, then reads the information memorandum.

    4. Hold the deal together until the money moves

      We compare offers on price and terms, agree exclusivity on a timetable, answer the buyer's diligence from the data room, and work with the lawyers on the purchase agreement through to closing.

    What do owners ask before selling a company?

    How long does it take to sell a company in India?

    Once a buyer is chosen, a private sale in India typically takes three to six months to close: the NDA, a term sheet with exclusivity, the buyer's diligence, the documents, signing and closing. Before that comes the preparation, and how long it takes depends on how ready the books are.

    Should we sell the shares or the business?

    Selling the shares transfers the company as it stands, with its history and its liabilities. Selling the business as a going concern, a slump sale, moves the operations and leaves the company behind. The tax, the stamp duty and what the buyer will accept all differ, so it is settled with the owner's tax adviser before any buyer is approached.

    Who buys a company like ours?

    Usually one of four: a company in the same or a nearby business, a private equity fund, a family office, or an individual who wants to run it, called a searcher. Each pays for something different, and the buyer list is built around which of them this company suits.

    Is the whole price paid at closing?

    Not always. Part may be held back in escrow, paid later, or tied to how the business performs after the sale, which is called an earn-out. If either side is outside India, FEMA limits the deferred part to a quarter of the price, for at most 18 months.