Advisory & Transactions

Lead Advisory Services

Running the transaction process, so the owner can keep running the business.

Full mandate management for company sales, acquisitions and capital raises in the mid-market. We prepare the business for scrutiny, build and approach the counterparty universe, run a competitive process, and hold the transaction together from first contact to funds flow.

Typical turnaround
A mid-market sale process typically runs 6 to 9 months from mandate to completion: 4 to 6 weeks of preparation, 8 to 12 weeks of marketing and offers, then diligence and documentation. Regulated sectors requiring approval, cross-border processes and structures needing pre-transaction reorganisation extend the timeline materially.
Service code
ART-LAS-005
Engagement models
Retainer plus success fee · Fixed fee for the readiness phase · Success fee only on selective mandates
Delivery
Virtual, secure document exchange

Indicative fee from

₹5,00,000

Indicative monthly retainer for a mid-market sell-side mandate, credited against a success fee payable on completion. Retainer, success fee percentage and minimum fee are confirmed at mandate.

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  • Engagement letter issued before work begins
  • Named engagement lead and defined reporting cadence
  • Confidentiality and access controls on all workpapers
  • Fee adjusted if the confirmed scope is smaller

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Description

An owner selling a business does it once. The buyer across the table has done it eleven times, has a deal team, an adviser and a diligence provider, and has a well-practised set of moves for the moment when momentum stalls. That asymmetry, more than valuation, is what determines the outcome of most mid-market transactions. Processes are rarely lost on price. They are lost on preparation, on running a single-buyer conversation instead of a competitive one, and on the owner’s attention being consumed by the deal at exactly the point when a dip in trading gives the buyer a reason to reprice.

Lead advisory is the mandate to run the process. Not a valuation opinion, and not diligence, but the sustained work of preparing a business to be examined, deciding who the credible counterparties actually are, approaching them in a controlled sequence, holding tension in the negotiation, and driving the transaction through documentation to completion.

Preparation, before anything goes to market

The most valuable phase happens before any counterparty is contacted. We assess readiness the way an acquirer’s adviser will: normalising historical earnings so the number the business is marketed on is the number that survives diligence, identifying customer concentration and key person dependence, resolving loose corporate records, cleaning intercompany and promoter balances, and confirming that contracts, licences and property titles are assignable on a change of control. Where issues cannot be fixed in the available time, we position and disclose them deliberately rather than allowing a buyer to discover them and reprice on the discovery.

Alongside that, we construct the equity story. This is not marketing language. It is the argument for why this business is worth more to a specific acquirer than its standalone financials suggest: a distribution reach that would take four years to build, a licence, a customer relationship, a technical team, a position in a geography the buyer has failed to enter. Different buyers value different parts of the same company, and a process that presents one undifferentiated story to everyone collects one undifferentiated set of offers.

Process, and why competition is the mechanism

Buyer identification is research work, not a contact list. We map strategic acquirers, including adjacent-sector entrants and international buyers seeking a market position, alongside financial investors whose stated mandate, fund vintage and existing portfolio actually fit. Approaches are staged under a confidential teaser and executed non-disclosure agreements, with the information memorandum released only to counterparties who have demonstrated genuine intent. Management presentations are rehearsed. The data room is designed with staged disclosure so that competitively sensitive material is released late and only to parties still in the process.

Offers are then evaluated on structure, not headline price. A higher number carrying a three-year earn-out tied to a metric the seller no longer controls, a large escrow and a deferred tranche is frequently worth less in cash terms than a lower certain offer. We model each proposal on a net-to-shareholder basis after tax and risk-adjust the contingent elements, so the decision is made on comparable figures. Through diligence and documentation we manage the buyer’s information requests, protect the seller’s team from being overwhelmed, and keep the timetable moving, because delay in a transaction favours the party that is not selling.

Who this is built for

Promoters and families exiting fully or partially. Founders raising growth capital who want a competitive process rather than a single term sheet. Corporates divesting a division or a non-core subsidiary. Acquirers running a buy-and-build strategy who need origination, approach and negotiation capacity they do not hold internally. And boards seeking an orderly process where an unsolicited approach has already been received.

Engagement models

Retainer plus success fee · Fixed fee for the readiness phase · Success fee only on selective mandates

Expected turnaround

A mid-market sale process typically runs 6 to 9 months from mandate to completion: 4 to 6 weeks of preparation, 8 to 12 weeks of marketing and offers, then diligence and documentation. Regulated sectors requiring approval, cross-border processes and structures needing pre-transaction reorganisation extend the timeline materially.

Scope of Work

  • Readiness and value gap assessment identifying what currently depresses the multiple, what can be corrected before market, and what must instead be positioned and disclosed
  • Normalisation of historical earnings so the marketed performance is the performance that survives a buyer's quality of earnings analysis in diligence
  • Equity story development and segmentation of the business into the units and capabilities a specific buyer will actually pay a premium for
  • Financial fact book preparation covering historical performance, revenue composition, customer cohorts, margin analysis and the forecast basis
  • Confidential teaser drafting for initial approach and full information memorandum preparation for parties under executed non-disclosure agreement
  • Counterparty universe mapping across strategic acquirers, adjacent-sector entrants, international buyers and financial investors screened on mandate, fund vintage and portfolio fit
  • Controlled outreach and non-disclosure agreement management, with approach sequencing designed to preserve confidentiality and create genuine competitive tension
  • Management presentation preparation and rehearsal, including anticipated question handling on concentration, margin trajectory and key person risk
  • Virtual data room design, indexing and staged disclosure protocol so competitively sensitive information is released late and only to committed parties
  • Indicative offer evaluation on a net-to-shareholder basis after tax, risk-adjusting earn-outs, deferred consideration, escrow and rollover equity rather than comparing headline prices
  • Negotiation support through term sheet, exclusivity and share purchase agreement, working alongside legal counsel on the commercial terms that drive value
  • Diligence project management, coordinating the buyer's information requests and protecting management capacity so trading performance holds through the process
  • Completion mechanics including conditions precedent tracking, funds flow statement, closing checklist and post-completion obligation monitoring

Key Deliverables

Readiness Assessment and Value Gap Report

A candid pre-market review of how the business will be seen by a buyer's advisers, with the issues that will attract a price adjustment ranked by materiality and by whether they can be fixed in time.

Confidential Teaser

A short anonymised profile that conveys enough of the opportunity to generate interest without identifying the company, used for the first approach to the mapped counterparty universe.

Information Memorandum

The primary marketing document covering the business model, market position, operations, management, financial performance and forecast, written to withstand the diligence that follows it.

Counterparty Longlist and Shortlist

The mapped universe of buyers or investors with a written rationale for each, an assessment of strategic fit and capacity to pay, and a recommended approach sequence.

Offer Comparison Analysis

Each proposal modelled to net proceeds after tax and risk-adjusted for contingent consideration, so the board compares outcomes rather than headline numbers.

Data Room and Disclosure Index

A structured, indexed data room with a staged release protocol and a maintained question-and-answer log, which also becomes the disclosure record supporting the warranties given.

Completion Pack

Conditions precedent tracker, funds flow statement, closing checklist and post-completion obligations schedule, so the final week runs on a plan rather than on improvisation.

How the Engagement Runs

Mandate and readiness assessment

We agree objectives, perimeter, timing and the shareholders' minimum acceptable outcome, then assess the business as an acquirer's adviser would. The phase closes with a written readiness report, an indicative value range and a decision on whether to go to market now or remediate first.

Preparation and documentation

The equity story, financial fact book, teaser and information memorandum are prepared, and the data room is built and indexed. Management presentations are drafted and rehearsed. The phase closes when the materials are approved by the shareholders and the data room is populated.

Counterparty mapping and outreach

The buyer or investor universe is researched, ranked and agreed with the client before any contact is made. Approaches are staged under the teaser, followed by non-disclosure agreements and release of the memorandum. The phase closes when the interested pool is established.

Management meetings and indicative offers

Interested parties meet management, receive further access, and submit non-binding offers against a stated deadline and format. We evaluate proposals on structure and certainty, not price alone. The phase closes with a recommendation and the grant of exclusivity.

Diligence and documentation

We manage the buyer's diligence process, coordinate responses, and support the negotiation of the definitive agreement alongside legal counsel on price mechanism, warranties, indemnities and escrow. The phase closes at signing.

Completion and post-closing

Conditions precedent are tracked to satisfaction, the funds flow is agreed, and closing is executed. We then support the completion accounts or true-up mechanism and the schedule of continuing obligations. The phase closes when final consideration is settled.

What You Gain

Competitive tension, not a single bidder

A properly run process puts credible alternatives in the room. That changes both the price and the terms available, and it removes the leverage a sole buyer otherwise holds by default.

Owner stays focused on trading

Transactions consume the management attention the business needs most. A deteriorating quarter mid-process is a repricing event, so protecting operational focus directly protects value.

Fewer late-stage price reductions

Issues found and framed during preparation cost far less than the same issues discovered by a buyer during exclusivity, when the seller has no alternative counterparty to walk to.

Decisions on real net proceeds

Structure often matters more than price. Modelling each offer to after-tax proceeds with contingent elements risk-adjusted frequently reverses the apparent ranking of the bids.

Confidentiality held through the process

Staged disclosure and controlled outreach reduce the risk of employees, customers and competitors learning of a process before there is anything definite to tell them.

Momentum maintained to completion

Deals die from drift. Active management of the timetable, the diligence queue and the documentation cycle removes the pauses in which counterparties reconsider.

Industries We Serve With This Engagement

Manufacturing and engineeringInformation technology and IT-enabled servicesHealthcare, hospitals and diagnosticsConsumer brands and specialty retailLogistics and supply chainBusiness and professional servicesEducation and trainingSpeciality chemicals and pharmaceuticals

Frequently Asked Questions

Lead advisory is the mandate to run the transaction on one side. The lead adviser prepares the business, identifies and approaches counterparties, manages the competitive process, evaluates offers and drives negotiation and completion. Due diligence is a defined investigation, usually commissioned by the buyer, into what is actually being acquired. On any given deal the two roles sit on opposite sides of the table, which is why they are held by separate teams. A seller's lead adviser will, however, often commission vendor diligence in preparation, precisely to anticipate what the buyer's diligence will find.

Six to nine months is the realistic planning assumption for a mid-market process that runs normally. Preparation takes four to six weeks if records are in reasonable order, considerably longer if earnings need normalising or corporate records need cleaning. Marketing to indicative offers takes eight to twelve weeks. Diligence and documentation under exclusivity usually take eight to sixteen weeks. Regulatory approvals, cross-border structuring and any pre-transaction reorganisation add to that. Processes rushed at the preparation stage almost always lose the saved time back during diligence, with less leverage.

Through sequencing and staged disclosure. Initial contact is made using an anonymised teaser that describes the opportunity without identifying the company. The name and detailed information are released only after a non-disclosure agreement is executed. The approach list is agreed with the client in advance so that sensitive competitors can be excluded or approached last. Within the data room, commercially sensitive material such as customer-level pricing and key contracts is withheld until late-stage parties are in exclusivity. No process is risk-free, but disciplined sequencing keeps the exposure narrow and controlled.

Conventionally as a monthly retainer plus a success fee payable on completion, often with a minimum fee and with the retainer credited against the success fee. The retainer funds the substantial preparation and outreach work that occurs regardless of outcome; the success fee aligns the adviser with achieving the best available result. Percentages vary with deal size, with smaller transactions carrying a higher percentage because the workload does not scale down proportionately. Pure success-fee mandates are taken selectively, since they tend to bias process design toward speed over price.

Three years of financial records that reconcile and can be normalised without contortion. Clean corporate records: share capital history, statutory registers, charge filings, board approvals. Contracts and licences that survive a change of control, or a known plan for those that do not. Customer concentration understood and, if possible, addressed. A management team capable of running the business without the exiting promoter, or a credible transition plan. A forecast the company has a track record of meeting. Businesses missing several of these can still transact, but usually at a discount that exceeds the cost of fixing them.

Yes. Buy-side work involves defining the acquisition thesis and target criteria, originating and screening targets including those not currently for sale, making the initial approach discreetly, and then valuation, structuring and negotiation support through to completion. It suits corporates running a buy-and-build strategy or entering a new geography or capability. Because origination is the harder part, buy-side mandates are usually structured with a higher retainer weighting than sell-side. We do not act for both sides of the same transaction under any circumstances.

Take it seriously and do not respond with a number. An unsolicited approach establishes that at least one buyer sees value, which is useful information, but a bilateral negotiation with a single interested party is the weakest structure a seller can be in. The usual response is to run a short, targeted process alongside the approach: test the market with a small number of credible alternatives, establish whether the offer is competitive, and preserve the relationship with the original bidder throughout. Even a limited process changes the terms available, and frequently the acquirer as well.

Yes. A capital raise mandate follows a similar structure: preparing the business and the story, building the model, mapping investors whose stated thesis, cheque size and stage focus genuinely fit, running a controlled process to create alternatives, and negotiating the term sheet. The commercial terms that matter in a raise differ from a sale, since liquidation preference, anti-dilution protection, board composition and reserved matters shape the founder's outcome as much as the headline valuation. We model those terms explicitly so the decision is made on future economics, not on the pre-money number.

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