M&A
Handbook

This handbook is your comprehensive guide to the M&A (Mergers & Acquisitions) Department at CA Dhiraj Ostwal & Co. Whether you’re new to the team or looking for a quick reference, you’ll find all the information you need here.

Our M&A team specialises in guiding businesses through the complex landscape of mergers, acquisitions, and corporate restructuring. We combine technical expertise with strategic insight to create value for our clients.

• Integrity and Transparency in all dealings
• Excellence in expertise and execution
• Client success as our primary objective
• Innovation in problem-solving approaches
• Continuous learning and professional growth

Read it once end to end, then keep it as a quick reference. The tick-lists, calculators and message templates in it are working aids — your progress in the tick-lists is saved on this device only. Where this handbook points to a law or threshold, always confirm the current position before advising a client.

The M&A Department at CA Dhiraj Ostwal & Co. comprises experienced professionals dedicated to providing strategic advisory services for mergers, acquisitions, amalgamations, and corporate restructuring. Our team brings together expertise in finance, law, taxation, and business strategy.

Most mandates fall into one of three types. Knowing which one you are on shapes the team, the timeline and the documents.

A practical view of what each phase should produce and what must be true before moving on. These are working checkpoints to keep every deal consistent — tap a phase to open it.

Tick these off before real work begins on a new mandate. Your ticks are remembered on this device only.

Due diligence is a comprehensive investigation and assessment of the target company to verify facts, identify risks, and support valuation. It encompasses financial, legal, operational, and strategic dimensions.

One tick-list per stream. The first group is the handbook list; the second is a set of additional checks that are commonly missed. The bar shows overall progress across all four streams.

If you see any of these during due diligence, tell the transaction lead the same day. Do not try to resolve them quietly.

Tap everything that describes the target. The finder suggests which methods to run — remember that no number goes to a client until at least two methods have been cross-checked.

Enter the value each method gives (any consistent unit, e.g. ₹ crore). The tool shows the range and how wide the spread is. A wide spread is a prompt to reconcile assumptions — it is not a verdict on its own.

The 25% default is only a starting point for discussion; your transaction lead decides what spread needs reconciling. Valuation figures are indicative until reviewed and approved by the Director.

• Valuation work must be supported by documented assumptions — growth, margins, discount rate, multiples — so a reviewer can retrace every number.
• Use normalised earnings and cash flows: remove one-offs and non-business items before applying any method.
• Where a valuation is required under a statute (for example the Companies Act, FEMA or the Income-tax Act), check who must issue it — some require a registered valuer or a prescribed method.
• State the valuation date, the basis of value and any limiting conditions clearly in the report.

General comparison only. Tax, GST and stamp-duty treatment depends on the facts of each deal — confirm with the tax team before advising a client.

See how cash, shares and an earn-out add up. The earn-out is paid only to the extent targets are met — move the slider to see the effect.

All M&A transactions must comply with applicable laws and regulations including the Companies Act, SEBI regulations, competition laws, and foreign investment regulations. Proper documentation and approvals are mandatory.

Tick what applies to the deal. The screen lists what to check. It is a prompt, not legal advice — confirm current thresholds, procedures and exemptions before relying on it.

• Consolidate IT systems and infrastructure
• Integrate accounting and financial systems
• Harmonise operational processes
• Align supply chain and procurement
• Standardise policies and procedures

• Bridge organisational cultures
• Establish unified corporate identity
• Align employee expectations
• Manage organisational restructuring professionally
• Build integrated team spirit

All team members must adhere to high standards of professional conduct. This includes compliance with laws, regulations, and the professional standards of the Institute of Chartered Accountants of India (ICAI).

Every deliverable should be seen by a second pair of eyes before it leaves the team. The ladder below follows the roles above.

• Proactive communication and regular updates
• Transparent about timelines, risks, and opportunities
• Respond to client inquiries promptly
• Tailor communication to client audience and complexity
• Maintain a professional and courteous tone
• Document all significant communications

Create the weekly call, fortnightly written update and monthly report reminders for a deal in one go. It downloads a calendar file you can open in Google Calendar, Outlook or Apple Calendar; adjust anything afterwards.

Laws, thresholds and procedures change. Always work from the current text on the regulator’s own website and note the version you relied on in the working papers.

We encourage continuous learning through:

• Internal training sessions and workshops
• External professional courses and certifications
• Industry conferences and seminars
• Knowledge sharing and case study discussions
• Mentoring and coaching programmes

Starting points for common messages in a deal. Edit the brackets, copy, and send through the official email or Karyai — not personal accounts. Keep client names and figures out of anything that leaves approved channels.

Plain-language meanings of terms used in this handbook and in our deals. These are simplified for quick reference — your transaction lead can explain how any of them applies to a specific deal.

Enterprise value (EV)

The value of the whole business: equity value plus net debt and debt-like items.

Equity value

The value attributable to shareholders — enterprise value less net debt.

EBITDA

Earnings before interest, tax, depreciation and amortisation — a common measure of operating profit.

Normalised earnings

Earnings adjusted to remove one-offs and non-business items, so they show what the business earns in a typical year.

DCF

Discounted cash flow — values a business by discounting its expected future cash flows to today.

WACC

Weighted average cost of capital — the blended cost of debt and equity, often used as the discount rate in a DCF.

Multiple

A ratio such as EV/EBITDA or P/E applied to a business’s earnings to estimate value.

NAV

Net asset value — assets less liabilities; the basis of asset-based valuation.

NDA

Non-disclosure agreement — a confidentiality contract signed before information is shared.

LOI / term sheet

A document setting out the main terms before the definitive agreements. Usually non-binding except for points such as confidentiality and exclusivity.

Exclusivity (no-shop)

A period during which the seller agrees not to negotiate with other buyers.

Data room

A secure space where the target’s documents are shared for due diligence.

SPA / SHA / BTA

Share purchase agreement; shareholders’ agreement; business transfer agreement (used when a business is transferred as a going concern).

Slump sale

Transfer of an undertaking as a whole for a lump sum, without values assigned to individual assets and liabilities.

Representations & warranties

Statements of fact the seller gives about the business, backed by a remedy if they prove untrue.

Indemnity

A promise to compensate the other party for specified losses.

Escrow

Money held by a neutral party until agreed conditions are met.

Disclosure schedules

Lists that qualify the seller’s warranties by disclosing exceptions.

Conditions precedent (CPs)

Conditions that must be satisfied before closing can happen.

Locked box vs completion accounts

Two ways to fix the price: against a past balance sheet date with protection against leakage (locked box), or adjusted after closing on accounts drawn up at closing (completion accounts).

Working capital adjustment

A price adjustment if working capital at closing differs from the agreed level.

Earn-out

Part of the price paid later and only if agreed future performance targets are met.

Synergies

Extra value expected from combining businesses — higher revenue or lower cost.

Amalgamation / demerger

Combining two or more companies into one, or splitting a company into separate businesses.

NCLT

National Company Law Tribunal — the forum that sanctions many schemes of merger, amalgamation and demerger.

CCI

Competition Commission of India — reviews combinations that meet the competition-law thresholds.

FEMA / FDI

The foreign-exchange law and the foreign direct investment rules that govern cross-border deals.

Open offer

An offer to public shareholders of a listed company to buy their shares, triggered under SEBI’s takeover rules.

UPSI

Unpublished price-sensitive information — non-public information that could affect a listed company’s share price.

Registered valuer

A valuer registered under the Companies Act rules; required for certain valuations under the Act.

PMI

Post-merger integration — combining operations, systems and people after closing.

Five quick scenarios on the principles that matter most. It is only for you — nothing is recorded or sent — and you can retake it as often as you like.