DADISSENT ADVISORY
Dissent Diligence  ·  Transaction Advisory  ·  Buy-side · Sell-side · Vendor

Due diligence that finds
what the data room hides.

We have managed data rooms from inside the company — responding to diligence checklists while simultaneously running operations. We know every question before it is asked, because we have been the ones answering them.

Our angle
We have been on the company side of a diligence. We know the gaps investors find — because we've had to close them.
Simultaneous DD experience
We have managed multiple concurrent diligences on a single company without disrupting operations. Rare expertise. Directly applicable.
Big Four trained
Buy-side and vendor due diligence background from a Big Four Transaction Diligence practice. We bring institutional rigour to boutique mandates.
What We Do

Four types.
One standard.

Financial, tax, operational — and the work most firms don't mention: pre-diligence readiness for founders who want to be prepared before an investor asks. We do all four with the same rigour.

Buy-side
Financial Due Diligence — Investor

For investors, acquirers, and PE funds evaluating a target. We assess quality of earnings, working capital, net debt, and off-balance-sheet exposures — surfacing the risks that affect purchase price and deal structure before they surface at the closing table.

Quality of EarningsWorking Capital AnalysisNet DebtRisk IdentificationFinancial Statement Review
Sell-side / Vendor
Vendor Due Diligence — Company

For founders and promoters preparing to exit or raise institutional capital. We run the diligence on your own company first — finding the issues that would otherwise be found by the investor — so you can fix, explain, or price them correctly.

Pre-exit ReadinessFinancial Statement PreparationData Room StructuringIssue Identification & Remediation
Tax
Tax Due Diligence

Tax positions, contingent liabilities, transfer pricing exposures, GST compliance, and pending proceedings — assessed for materiality to the transaction. We identify what needs to be indemnified, escrowed, or restructured before the deal closes.

Direct TaxGST / Indirect TaxTransfer PricingContingent LiabilitiesPending Proceedings
Pre-raise
Diligence Readiness — Founder

For founders raising equity who want to be ready before the investor's DD team arrives. We build the data room, prepare financial statements to GAAP standard, and run a light pre-diligence review — so there are no surprises at the term sheet stage.

Data Room BuildGAAP FinancialsDocument IndexingPre-emptive ReviewQ&A Preparation
The Checklist

What we examine
in every mandate.

The three numbers that move purchase price — Quality of Earnings, Working Capital, Net Debt — and the six surrounding areas where risk hides. Every mandate covers all nine.

Financial Performance
Quality of Earnings — recurring vs. non-recurring revenue
Revenue recognition policies and treatment
EBITDA normalisation and adjustments
Gross margin trend and driver analysis
Customer concentration and contract review
Related-party transactions and disclosures
Balance Sheet
Working Capital — normalised level and seasonality
Net Debt — cash, debt, and debt-like items
Receivables quality and provisioning
Fixed asset verification and depreciation
Inventory valuation and obsolescence
Off-balance sheet exposures and contingencies
Tax & Compliance
Direct tax positions and assessments
GST compliance and input credit claims
Transfer pricing documentation
Pending proceedings and litigation
Corporate law and statutory compliance
FEMA, RBI, and regulatory obligations
Cash Flow
Free cash flow generation and quality
Capex requirements — maintenance vs. growth
Cash conversion cycle and working capital dynamics
Debt service obligations and covenants
Operations & Business
Business model sustainability and unit economics
Vendor and supplier concentration
Key man dependency and management structure
Contracts — material, long-term, and change-of-control
Information & Reporting
MIS reliability — does the data match the financials?
Accounting policies and changes
Audit history and qualification review
Data room completeness against diligence checklist
A Specialist Capability

Data Room
Management

A data room is not a folder. It is the single most visible representation of your company's operational competence to every investor evaluating you. Disorganised, incomplete, or slow-to-respond data rooms kill deals — quietly, before the investor says a word.

We build data rooms, index them to institutional standards, manage the Q&A process, and maintain version control across simultaneous diligence tracks. We have done this from inside a company under live investor pressure. We know what organised looks like — and what it costs when it isn't.

Founding experience
"We managed three concurrent due diligences on a single company, simultaneously, without shutting down operations. That is what we now build for clients."
01
Architecture & Indexing
Folder structure mapped to institutional diligence checklists — financial, legal, tax, commercial. Investors find what they need without asking twice.
02
Document Preparation
Financial statements to GAAP standard, management accounts, MIS, cap table, contracts — prepared and formatted before they are requested.
03
Q&A Management
Diligence queries tracked, assigned, and responded to on a defined cadence. No question goes unanswered. No thread goes cold.
04
Version Control & Access
Permissions managed by investor, document version control maintained, access logs tracked. Clean. Defensible. Audit-ready.
05
Simultaneous DD Support
Multiple investors, multiple timelines, one data room. We coordinate without confusion and without exposing one investor's questions to another.
Who We Serve

Three kinds of client.
Different mandates.

Client Type 01
The Investor

PE funds, family offices, strategic acquirers, and angel syndicates evaluating a target company. They need an independent view of the numbers — written by people who understand what the numbers are trying to hide.

Buy-side FDDTax DDExpert ReportRed Flag Review
Client Type 02
The Founder Selling

Promoters and founders preparing for a full or partial exit. They want to know what investors will find — before investors find it. Vendor DD lets you fix, explain, or price issues correctly rather than negotiate them away at closing.

Vendor DDData Room BuildIssue RemediationSell-side Prep
Client Type 03
The Founder Raising

Startup and growth-stage founders about to receive institutional capital. They want to be diligence-ready before the investor's team arrives — financials in order, data room structured, management prepared for Q&A.

Diligence ReadinessGAAP FinancialsData RoomManagement Prep
How We Work

How we run
a diligence.

Every mandate has a defined scope, a structured output, and a clear line of communication. Four phases, no surprises.

01
Phase One
Scope & Information Request

Every mandate begins with a defined scope — agreed between Dissent, the client, and where applicable the target — and a structured information request list mapped to that scope. Nothing is open-ended.

Mandate scope definition — financial, tax, operational
Information request list — indexed and categorised
Data room access and initial document review
Management meeting scheduling and Q&A framing
02
Phase Two
Fieldwork & Analysis

The substantive work — interrogating financial statements, running working capital analysis, stress-testing earnings quality, and identifying the exposures that aren't in the data room. Management interviews conducted with structured questioning protocols.

Financial statement interrogation and normalisation
Quality of Earnings, Working Capital, Net Debt analysis
Tax position review and contingency mapping
Management interviews and follow-up queries
03
Phase Three
Report Drafting & Review

The diligence report is not a summary of what we found in the data room. It is an independent assessment of what the numbers say, what they don't say, and what the risks mean for the transaction. Written for decision-makers, not auditors.

Executive summary — key findings and price implications
Detailed findings across financial, tax, operational scope
Risk register — materiality, likelihood, and deal impact
Client review cycle and management response
04
Phase Four
Transaction Support & Close

Diligence findings feed directly into deal terms — indemnities, price adjustments, warranties, and conditions. We stay engaged through negotiations to ensure the report is used, not filed.

Negotiation support — translating findings into deal terms
Indemnity, escrow, and warranty structure guidance
Post-signing query management
Closing condition verification

Start a
diligence mandate.

Tell us the deal. Five fields — we will come back within 2 working days with an honest view of scope, timeline, and whether we are the right fit.

Every submission is reviewed by a practitioner. Not an intake team.

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