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India commercial due diligence
For overseas investors, corporate development teams and acquirers who need an independent commercial view of an Indian market, category or target — separate from the financial and legal diligence, and unafraid to disagree with the management case.
Financial diligence tells you whether the numbers are real. Legal diligence tells you whether the company is what it claims to be. Commercial diligence answers the harder question: will the growth story actually happen?
In an Indian context, that question carries specific risks that overseas investors consistently underweight — channel concentration disguised as distribution reach, revenue that depends on a single relationship, competitive dynamics that do not resemble the home market, and growth assumptions built on category expansion that has not yet occurred. None of those show up in an audited statement.
What commercial diligence covers
- Market attractiveness — category size, structure, growth drivers and the durability of those drivers, with assumptions stated rather than assumed.
- Competitive position — who the target actually competes with, including substitutes and unbranded local alternatives that rarely appear in a management deck.
- Customer and channel validation — structured conversations with customers, distributors and channel participants to test whether stated relationships are as strong as claimed.
- Revenue quality — concentration by customer, channel and geography; contract durability; the difference between recurring and repeated revenue.
- Growth thesis testing — taking management's plan apart and asking what has to be true. Which assumptions carry the weight, and are any of them heroic?
- Brand and demand assessment — brand awareness and equity where relevant, digital footprint, demand generation capability and marketing efficiency.
- Red flags and scenarios — what could go wrong, how likely, how damaging, and what the downside case actually looks like.
On independence
Diligence is worth nothing if the person doing it is paid to reach a conclusion. Fees are fixed and are not contingent on the transaction proceeding, I hold no advisory relationship with the target, and any prior relationship with the company, its competitors or its channel is disclosed before engagement.
The practical consequence is that a diligence report may recommend against a transaction, or identify issues that reduce the price. That is the job. An investor who wanted confirmation would be better served elsewhere and more cheaply.
This is commercial diligence only. Financial, tax, legal, regulatory and ESG diligence are distinct disciplines handled by qualified specialists, and I coordinate with those workstreams rather than duplicating them.
For strategic acquirers and market-entry-by-acquisition
A growing number of overseas manufacturers approach India by acquiring or taking a stake in an existing local business rather than building from scratch. Commercially, that is often sound — it buys channel access, regulatory standing and a team, which are the three slowest things to build.
The commercial diligence question then shifts: not only is this a good business, but is it the right platform for what you intend to do with it? A distributor with excellent reach in one segment may be the wrong vehicle for a premium proposition. A manufacturer with strong local cost position may lack the sales capability your category requires. Those integration questions are where most value is won or lost, and they belong in diligence rather than in the first hundred days.
Investment structure, ownership thresholds and approval routes for cross-border transactions into India are legal and regulatory matters that vary by sector and by the investor's home jurisdiction, and they change. Those questions belong with counsel qualified in Indian foreign-investment law, engaged early rather than late.
Questions
What overseas teams ask
How many customer or channel interviews do you conduct?
It depends on depth and category, but a typical mandate involves fifteen to thirty structured conversations across customers, distributors, former employees where appropriate, and independent industry participants. The number matters less than the selection — five well-chosen conversations frequently reveal more than thirty polite ones.
Can you do this discreetly?
Yes. Most diligence is conducted without naming the target, through category-level conversations that establish the same facts. Where the target must be named — for example in customer reference calls — that happens only with your explicit approval and normally late in the process.
Do you cover regulatory and FDI approval questions?
No. Whether a particular investor can invest in a particular sector, through which route, and with what approvals is a legal question that depends on the investor's jurisdiction, the sector, the ownership structure and rules that change. It should be put to counsel qualified in Indian foreign-investment law at the outset, because it can determine whether commercial diligence is worth commissioning at all.
Can you also help post-investment?
Frequently, and it is a natural continuation — the diligence work produces a detailed view of what the business needs commercially. Post-investment work typically takes the shape of a fractional CMO retainer or an interim mandate with the portfolio company. Where that possibility exists it is flagged before diligence begins, so the independence question is settled in advance.
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Talk it through before you commit budget
Thirty minutes is usually enough to tell whether India is a real opportunity for your category, what the sensible first step is, and what it should cost. No deck, no preamble.