Due Diligence · Complete Portfolio
Quantify the target's real tax exposure across direct tax, GST, TDS and transfer pricing, and convert it into indemnities, escrow and a defensible structure before you sign.
Tax is where a clean profit-and-loss statement quietly leaks value. Open assessments, disallowed input credit, withholding defaults and aggressive related-party pricing sit off the balance sheet until an assessing officer or an ITAT bench crystallises them into a demand. Gladwin scopes this stream, coordinates the licensed tax professional who executes and signs the opinion, and integrates the exposure into a single red-flag report that tells you what to price, what to indemnify and how to structure the deal.
Diligence stream
Tax 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
Indian tax exposure rarely announces itself. A target can carry a clean audit opinion while sitting on years of open scrutiny assessments, protective additions and appeals working their way through CIT(A) and the ITAT. We map every live and dormant position, attach a rupee number and a probability to each, and separate what is genuinely contingent from what is a demand in all but name.
On the indirect side, GST is where day-to-day exposure accumulates. Input tax credit is only as good as the supplier's own compliance, so we reconcile credit claimed against GSTR-2B, test reverse-charge coverage and classification, and flag credit that is likely to be reversed with interest. TDS and withholding defaults are the third front: short deduction or non-deduction, particularly on foreign remittances, triggers disallowance under Section 40(a) and interest that compounds quietly until it surfaces in an assessment.
Every position is graded: quantified and probable, quantified and contingent, or a disclosure gap requiring a specific indemnity.
Where a target transacts with related parties, transfer pricing is often the largest single exposure and the least reliably documented. We review benchmarking, the master file and country-by-country position, and assess the risk of primary adjustments and the secondary adjustment and interest that follow. Related-party royalties, management fees and intra-group financing receive particular attention because they are the positions revenue authorities test first.
Tax attributes are the other value driver a model routinely overstates. Carry-forward business losses and unabsorbed depreciation frequently support the price, yet Section 79 can extinguish accumulated losses when beneficial shareholding changes beyond the prescribed threshold. We test whether the losses survive the specific transaction structure, and whether any incentive, holiday or state benefit relied on in the plan withstands the change of control.
Findings only create value if they change the deal. We translate the tax picture into structure and terms: share purchase versus asset or slump sale, the capital-gains and stamp-duty cost of each route, and whether an offshore step attracts indirect-transfer tax or GAAR. The licensed tax advisor sets and signs the technical opinion; Gladwin owns the scope, coordinates the advisor and integrates the conclusions into the transaction plan so the tax stream speaks the same language as the rest of the diligence.
That integration is the point of an operator-led programme. Tax exposure rarely stands alone: a withholding default is also a legal and financial issue, an incentive claw-back is a commercial one. As orchestrator of the full due diligence portfolio, Gladwin holds single-point accountability and carries the tax findings straight into the negotiation as specific indemnities, escrow and reps and warranties, so the board sees one coherent view of exposure rather than a stack of specialist memos.
The tax opinion is executed and signed by a licensed tax professional. Gladwin owns scope, coordination and integration, and answers for the programme as a whole.
How the workstream runs
What you receive
Worked example
An acquirer is evaluating a mid-market Indian technology-services company. The model rests partly on a large pool of carry-forward losses and a comfortable effective tax rate. On the surface the accounts are clean and the statutory audit is unqualified.
Scoped and coordinated by Gladwin, the licensed tax advisor finds three issues the accounts do not reflect: a scrutiny assessment under appeal at CIT(A) with an unprovided demand, recurring short deduction of TDS on foreign contractor payments creating Section 40(a) disallowance risk, and related-party pricing supported by thin transfer pricing documentation. Critically, the accumulated losses would largely lapse under Section 79 once control passes, removing the shield the buyer had priced in. Gladwin integrates these into the red-flag report; the outcome is a repriced model, a specific indemnity and escrow for the disputed demand, and a switch in the preferred structure. Figures and facts here are an illustrative composite, not a specific client, and no outcome is guaranteed.
Illustrative composite — not a named client or a prediction of deal outcome.
Adjacent diligence streams
Legal & Contractual Due Diligence
Part of the complete portfolio
Commercial & Market 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 portfolioTax DD by city
Tax due diligence is the stream where a clean balance sheet hides contingent demands, disallowed input credit and losses that will not survive a change in control. Gladwin scopes the tax work, coordinates the licensed advisor who signs the opinion, and integrates direct tax, GST, TDS and transfer pricing exposure into one report mapped to price, indemnities and structure. Unlike the assurance firms that scope each stream separately, Gladwin runs Tax 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. The tax opinion is executed and signed by a licensed tax professional. Gladwin scopes the work, coordinates the vetted tax advisor who executes it, and integrates the findings into one accountable red-flag report mapped to price and deal terms.
Financial diligence tells you what the numbers are; tax diligence tells you what the authorities may yet do to them. Open assessments, input-credit reversals, TDS defaults and transfer pricing adjustments are contingent and off the balance sheet, and each needs its own quantification, structuring response and indemnity.
Not automatically. Section 79 can extinguish accumulated losses when beneficial shareholding changes beyond the prescribed threshold. We test survival against the specific transaction structure before those losses are allowed to support the price.
It depends on the exposure profile. A share deal inherits historical tax litigation; an asset or slump sale can ring-fence it but carries its own capital-gains and stamp-duty cost. We quantify each route so the choice is made on numbers, and the licensed advisor confirms the position.
It feeds the single integrated report. As orchestrator of the full programme, Gladwin carries tax findings alongside the M&A transaction advisory workstreams so the board sees one coherent view of exposure and terms, not a stack of disconnected specialist memos.
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
Tax due diligence is the stream where a clean balance sheet hides contingent demands, disallowed input credit and losses that will not survive a change in control.
Gladwin scopes the tax work, coordinates the licensed advisor who signs the opinion, and integrates direct tax, GST, TDS and transfer pricing exposure into one report mapped to price, indemnities and structure.
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.