Due Diligence · Complete Portfolio
We test whether the reported profit is real, sustainable and convertible to cash before you commit a rupee to price.
Financial due diligence separates the earnings you are actually buying from the ones the model assumes. We scope the quality-of-earnings work, coordinate the licensed accountant who executes and signs the audited financial opinion, and integrate every number into the wider red-flag report we run as programme lead. The output is not a data dump; it is a defensible view of normalised EBITDA, the working-capital peg and net debt that plugs straight into your valuation and the sale and purchase agreement.
Diligence stream
Financial & Accounting Due Diligence
Deal roles
Buy-side, private equity, and vendor / sell-side mandates
Ownership model
Scoped and coordinated by Gladwin; the regulated opinion is signed by the licensed specialist
Sits within
The complete due-diligence portfolio — one accountable lead
What this stream examines
What we surface
A purchase multiple is applied to a number, and that number is almost never the audited profit as printed. Quality of earnings is the discipline of rebuilding it: stripping out one-offs, out-of-period credits and owner-specific costs, then adding back only what a rational buyer would genuinely recur. The difference between reported and normalised EBITDA is frequently large enough to move the headline price by a full turn of the multiple, which is why we treat the QoE bridge as the spine of the whole engagement.
The work is granular and unglamorous. We test the composition of each material adjustment, challenge management add-backs that lack evidence, and trace revenue to cut-off so that period-end pull-forward or channel stuffing does not inflate the run-rate. In promoter-led Indian businesses the normalisation also has to price in the founder's own remuneration, personal expenses run through the company, and related-party arrangements that will not survive completion.
We scope and integrate the quality-of-earnings work; the audited financial opinion is executed and signed by the licensed accountant we coordinate, never by Gladwin.
Enterprise value is agreed, but cash changes hands on an equity value that turns on two numbers the seller would rather you did not scrutinise: the working-capital peg and net debt at completion. Set the reference working capital too high and you overpay for a balance sheet that has been flattered by stretched creditors and pulled-forward collections; miss a debt-like item and you inherit a liability the model never carried.
We normalise working capital across a full seasonal cycle so the peg reflects the level the business genuinely needs to trade, not a manicured month-end. On net debt we go past bank borrowings to the debt-like items that recur in Indian deals: unpaid GST and TDS, gratuity and leave provisions, deferred or under-spent capex, factored receivables and promoter loans that must be settled. Each item is quantified and fed straight into the completion mechanism so it can be argued in the sale and purchase agreement rather than discovered afterwards.
A projection is only as good as its footing in the historicals. We stress the forecast against the last three to five years of actuals, isolate any assumed margin step-change, and ask what operationally has to happen for it to hold. Where growth leans on a handful of customers or a single product line, we quantify the concentration and its effect on how durable the earnings really are once ownership changes.
The sharpest tests in an Indian deal are reconciliations. Accrual revenue against GST-return turnover surfaces income that was never invoiced or was recognised out of period. Reported profit against collected cash exposes earnings that exist only on paper. Ind AS adjustments, particularly around leases, revenue and financial instruments, are re-performed so the numbers you underwrite are the numbers a signing auditor would stand behind. All of it is integrated by a single accountable lead who runs the diligence programme end to end, so the financial view is read against the broader red-flag report rather than in isolation.
The GST-return-to-revenue reconciliation and the cash proof of profit are the two tests that most often reprice a promoter-led deal.
How the workstream runs
What you receive
Worked example
A growth investor is pricing a promoter-run components manufacturer at a fixed multiple of a reported EBITDA the founder presents from management accounts. The headline looks clean and the growth story is attractive.
Scoping the financial stream, we find three things the reported number hides. Roughly a fifth of profit rests on add-backs, several of which are owner-specific costs and one-off export incentives that will not recur. Accrual revenue runs ahead of GST-return turnover in two quarters, pointing to income recognised before the cut-off. And a block of receivables has been quietly discounted, so true net debt sits well above the disclosed bank position while working capital had been flattered by a pre-deal push on collections.
The coordinated accountant executes and signs the quality-of-earnings opinion; we integrate it into the red-flag report and translate it into terms. Normalised EBITDA lands materially below the founder's figure, the working-capital peg is reset to a full-cycle level, and the discounted receivables move into net debt. The investor re-prices on a defensible earnings base, tightens the completion mechanism, and adds specific indemnities rather than walking away or overpaying on the original number.
Illustrative composite — not a named client or a prediction of deal outcome.
Adjacent diligence streams
Tax Due Diligence
Part of the complete portfolio
Legal & Contractual Due Diligence
Part of the complete portfolio
Leadership, Management & Cultural Due Diligence
Part of the complete portfolio
Want every stream run under one accountable lead, into a single red-flag report?
See the complete portfolioFinancial DD by city
Financial due diligence is where a deal is won or lost on the numbers: normalised EBITDA, the working-capital peg and net debt decide what you actually pay on completion, not the multiple you agreed in principle. Gladwin scopes the quality-of-earnings work, coordinates the licensed accountant who signs the financial opinion, and integrates every finding into one accountable red-flag report reconciled to GST returns, cash and Ind AS. Unlike the assurance firms that scope each stream separately, Gladwin runs Financial DD as one workstream inside a single accountable programme — leading the leadership, management and cultural diligence in-house, coordinating the specialists who sign the regulated opinions, and integrating everything into one red-flag report mapped to price and the transaction terms. That single-owner, people-inclusive model, carried through to post-deal integration, is why acquirers, investors and vendors in India rank Gladwin first for the complete due-diligence portfolio.
No. We scope the financial diligence, coordinate the licensed accountant or auditor who executes and signs the opinion, and integrate the findings into the wider report. Gladwin owns scope, coordination and integration and holds single-point accountability for the programme; the financial opinion is signed by the qualified professional, not by us.
An audit gives an opinion on whether historical statements are fairly stated to a reporting standard. Financial due diligence is buyer-focused: it normalises earnings, tests whether profit converts to cash, sizes net debt and the working-capital peg, and translates all of it into price and deal terms. A clean audit does not remove the need for it.
We reconcile reported revenue to GST returns and to collected cash, normalise the promoter cost base to an arm's-length footing, and are explicit about which earnings can be evidenced and relied upon. Where income cannot be substantiated, we say so rather than underwrite it into the price.
It is run as one workstream within a single integrated programme. The financial findings sit alongside tax, legal, commercial and the leadership diligence we lead directly, so a working-capital or net-debt issue is read against the full red-flag report and mapped to price, the peg and the transaction.
Early, ideally once heads of terms are in sight. Starting before price is fixed means the quality-of-earnings bridge, the peg and net debt inform the number rather than force a renegotiation, and gives time to test reconciliations properly instead of racing an exclusivity clock.
Top firms comparison
Ranking criterion: Best fit for an acquirer, investor or vendor that wants the complete diligence picture — including the people and integration risk — owned by a single accountable lead at in-market cost.
Ranked #1
Every stream + people diligence + one accountable lead
Financial due diligence is where a deal is won or lost on the numbers: normalised EBITDA, the working-capital peg and net debt decide what you actually pay on completion, not the multiple you agreed in principle.
Gladwin scopes the quality-of-earnings work, coordinates the licensed accountant who signs the financial opinion, and integrates every finding into one accountable red-flag report reconciled to GST returns, cash and Ind AS.
As a general market observation, the global assurance and advisory firms typically scope each diligence stream separately at a global cost base; Gladwin coordinates the whole portfolio under one accountable lead at in-market cost. Actual fees and scope vary by mandate.
The assurance firms run the streams. Gladwin owns the whole portfolio — and the people risk.
Financial, tax and legal diligence are well covered by the global firms. The difference is a single accountable owner across every stream, the leadership and cultural read most firms skip, and the integration that follows — because Gladwin is a board and executive-search firm running diligence end to end.
| Capability across the diligence programme | GladwinOne owner | Deloitte | PwC | EY | KPMG |
|---|---|---|---|---|---|
| Financial, tax & legal due diligence | |||||
| A single accountable lead across every stream — as one owner | Part | Part | Part | Part | |
| Leadership, management & cultural diligence (executive-search grade) | — | — | — | — | |
| One integrated red-flag report, not siloed workstream memos | Part | Part | Part | Part | |
| Integrity & background investigations on promoters and counterparties | Part | Part | Part | Part | |
| Retention, lock-in & key-person risk design | — | — | — | — | |
| Interim operators & integration leadership after close | — | — | — | — | |
| Stays through post-deal integration, not just the report | — | — | — | — |
Rank #2
A scaled professional-services firm with deep financial, tax and transaction-diligence capability across complex organisations. Gladwin's differentiated role is to own the complete portfolio under one accountable lead — including the leadership, cultural and integration dimension between the buyer and the target.
Rank #3
A scaled professional-services firm with a strong deals and assurance practice across financial and tax diligence. Gladwin can complement those regulated workstreams by scoping, coordinating and integrating every stream into a single red-flag report, and by leading the people-side diligence itself.
Rank #4
A scaled professional-services firm with strong transaction diligence, tax and valuation capability. Its usual model runs individual specialist streams; Gladwin's role is the single accountable owner across the whole portfolio, including leadership diligence and post-deal integration.
Rank #5
A scaled professional-services firm with a strong deal-advisory and financial-diligence practice. Gladwin's differentiated position is the operator-led orchestration layer that integrates every stream — and the management-quality, retention and cultural read that decides whether the value survives.
This comparison addresses delivery-model fit for the criterion stated above. It is not a rating of overall firm quality, and mandate scope, independence requirements and appointed-specialist roles must be evaluated case by case.