Due Diligence · Complete Portfolio
We diligence your business before a buyer does, so the issues are found, priced and fixed on your terms rather than theirs.
Vendor due diligence is buy-side diligence run in reverse: you commission it on your own company before it goes to market, so you control what buyers learn and when they learn it. As programme lead we scope the exercise, coordinate the licensed specialists who sign the financial, tax and legal opinions, lead the people and leadership read ourselves, and integrate everything into one vendor diligence report a buyer can rely on. The output is not a brochure; it is a defensible fact book that anticipates the questions a buyer's advisers will ask and answers them before re-trading can start.
Diligence stream
Vendor & Sell-Side 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
Buy-side diligence is an interrogation: the buyer's advisers dig for reasons to pay less, and every surprise they find on their own timetable becomes leverage to chip the price. Vendor diligence inverts that dynamic. By commissioning the same rigorous exercise on your own business first, you decide which issues are surfaced, framed and remediated before a buyer ever sees them, and you present a normalised earnings base a buyer can adopt rather than one they have to rebuild from scratch and inevitably mark down.
The discipline is identical to the buy-side work; the posture is opposite. Where a buyer's team hunts for red flags to argue price, we hunt for the same flags in order to fix or fairly price them ahead of the process. In promoter-led Indian businesses that means normalising the founder's remuneration and personal costs, documenting related-party arrangements before they are questioned, and reconciling accrual revenue to GST returns and to collected cash so the number in the fact book is one a signing auditor would stand behind.
We scope, coordinate and integrate the vendor diligence and lead the leadership read; the financial, tax and legal opinions are executed and signed by the licensed specialists we coordinate, never by Gladwin.
The value of running diligence early is time. Some issues can be genuinely remediated before a buyer arrives: a change-of-control consent obtained, a lapsed licence renewed, an undocumented related-party arrangement formalised, a statutory arrear cleared. Others cannot be cured on a deal timetable, but knowing about them lets you price them into the ask, provide for them cleanly, or frame them in the fact book rather than have a buyer weaponise the surprise. The distinction between what to initiate now and what to disclose and price is where a vendor exercise earns its fee.
Left to a buyer's confirmatory diligence, each of these items arrives as a fresh problem with the seller on the back foot and the exclusivity clock running. Surfaced by a vendor programme, the same item is a managed disclosure with a remediation plan attached. That is the difference between a buyer re-trading the price late in the process and a buyer confirming a number you set. We run the exercise as a single integrated diligence programme, so a tax exposure is read against the earnings story and the completion mechanism rather than landing in isolation.
A buyer is not only buying earnings; they are buying whether the business runs without the person selling it. In owner-led companies the sharpest question in the room is key-person dependence, and it is the one a financial or legal stream cannot answer. We lead the leadership and organisation read ourselves, mapping the depth below the promoter, the retention risk around the people who actually carry the business, and the credibility of the second line a buyer would rely on after completion. Where the bench is thin, we help design the retention and succession answer, drawing on structured leadership assessment and, where a gap has to be closed before close, on interim leadership deployment.
The commercial purpose of all of this is tension. A vendor report that multiple bidders can rely on lets you run a genuinely competitive, equal-access process: every party works from the same fact book, confirmatory diligence is compressed, and no single buyer gains the informational advantage that comes from being the only one who has looked under the bonnet. That is how a seller holds both price and pace, shortens time in exclusivity, and reduces the value leakage that a drawn-out, one-bidder confirmatory process almost always produces.
The people and leadership read is the one stream a buyer cannot outsource to a signing specialist, and the one Gladwin leads directly.
How the workstream runs
What you receive
Worked example
A founder plans to run a competitive sale of a profitable services business and wants the best price the market will bear without a year of confirmatory diligence grinding the value down. The growth story is real, but the company runs through the founder and the accounts have never been tested from a buyer's point of view.
Running the vendor exercise, we find the issues a buyer would have used against the seller. A material share of EBITDA rests on owner-specific costs that need normalising and evidencing; two of the largest customer contracts carry change-of-control clauses; accrual revenue runs ahead of GST-return turnover in a couple of quarters; and below the founder there is no second line a buyer could retain with confidence.
With time on our side, the change-of-control consents are pursued early, the earnings base is normalised and reconciled to GST returns and cash, and a retention and succession plan is built around the two managers a buyer would most want to keep. The coordinated specialists sign their opinions; we integrate them, lead the leadership read and assemble one fact book. The business goes to market with the issues already framed, several bidders working from the same equal-access room, and the founder holding price and pace instead of watching a single buyer chip the number in exclusivity.
Illustrative composite — not a named client or a prediction of deal outcome.
Adjacent diligence streams
Financial & Accounting Due Diligence
Part of the complete portfolio
Tax 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 portfolioVendor DD by city
Vendor due diligence is buy-side diligence run in reverse: the seller commissions a buyer-ready fact book on their own business first, so issues are found, fixed and fairly priced before a buyer can turn them into leverage to re-trade the price. Gladwin scopes and integrates the vendor programme, coordinates the licensed specialists who sign the financial, tax and legal opinions, and leads the leadership read directly, giving a seller one accountable report that holds price and pace across a competitive process. Unlike the assurance firms that scope each stream separately, Gladwin runs Vendor 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.
The analysis is the same; the client and the purpose are opposite. Buy-side diligence is commissioned by a buyer to find reasons to pay less. Vendor diligence is commissioned by the seller on their own business, so issues are found, remediated and fairly priced before a buyer sees them. It lets you control the narrative, compress the buyer's confirmatory work and reduce re-trading.
No. We scope the programme, coordinate the licensed specialists who execute and sign the financial, tax and legal opinions, and integrate everything into one fact book. We lead the people and leadership read ourselves. Gladwin owns scope, coordination, integration and single-point accountability; the regulated opinions are signed by the qualified professionals, not by us.
A properly constructed vendor report is built to buyer standard, with the same reconciliations and signed specialist opinions a buyer's own team would produce, and is typically made reliable to shortlisted bidders. It does not replace all confirmatory work, but it compresses it, narrows the areas a buyer must re-perform, and removes the informational asymmetry that lets a single bidder re-trade.
Well before the business goes to market, because the value is in the lead time. Some issues, a change-of-control consent, a lapsed licence, a thin second line, take months to fix and can only be initiated now and executed before close. Starting early means those items are remediated on your timetable rather than surfaced by a buyer under an exclusivity clock.
Key-person dependence is the risk a buyer probes hardest in an owner-led business, and it is the one a financial or legal specialist cannot answer. We assess the depth below the promoter, the retention risk and the credibility of the second line, then help build the succession and retention story a buyer will underwrite. It sits inside the same integrated report as the financial, tax and legal streams.
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
Vendor due diligence is buy-side diligence run in reverse: the seller commissions a buyer-ready fact book on their own business first, so issues are found, fixed and fairly priced before a buyer can turn them into leverage to re-trade the price.
Gladwin scopes and integrates the vendor programme, coordinates the licensed specialists who sign the financial, tax and legal opinions, and leads the leadership read directly, giving a seller one accountable report that holds price and pace across a competitive process.
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.