ADVISORY

M&A, Valuation & Transaction Advisory

India's logistics and supply chain sector is witnessing a wave of consolidation. Rising private equity interest, expanding domestic conglomerates, and inbound foreign investment are reshaping who owns what — and at what value.

Whether you are acquiring a regional freight forwarder, divesting a warehousing arm, or seeking a strategic partner to scale operations, the quality of your transaction advisory determines how much value you capture.

We provide rigorous, logistics-specific M&A and transaction support — from the first target screen to the final integration milestone.

$8B+
PE investment in Indian logistics since 2020
3x
Rise in logistics M&A deal volume over the last 5 years
40%+
Of deals fail at integration — not at due diligence
NCLT/CCI
Dual regulatory approvals required for most deals
TRANSACTION SUPPORT

End-to-end Deal Support for Logistics Transactions

01

Target Identification

Systematic screening and prioritisation of acquisition or partnership targets in Indian logistics.

02

Commercial Due Diligence

Independent assessment of market position, revenue quality, and growth prospects before you commit.

03

Financial Modelling & Valuation

Robust, India-contextualised valuation frameworks that ground your bid or sale price in evidence.

04

Deal Structuring

Optimising transaction architecture for tax efficiency, regulatory compliance, and risk allocation.

05

Post-Merger Integration

Capturing the synergies you paid for — people, operations, systems, and culture aligned from day one.

ACQUISITION SOURCING

Target Identification

Finding the right acquisition target in India's fragmented logistics landscape is not simply a database exercise. The sector is dominated by family-owned regional players, unlisted mid-market operators, and asset-heavy businesses whose true value — and hidden liabilities — only surface through informed, on-ground sourcing. We combine sector intelligence, proprietary networks, and a structured screening methodology to surface targets that align with your strategic thesis, not just your financial criteria.

WHAT WE OFFER

01

Strategic Acquisition Thesis Development

Defining what you are buying, why, and what a successful target looks like in terms of geography, service line, asset base, and customer mix.

02

Sector Mapping & Universe Creation

Building a comprehensive landscape of potential targets across freight forwarding, 3PL, cold chain, warehousing, port logistics, last-mile, and specialised cargo verticals.

03

Proprietary Target Outreach

Leveraging our India logistics network to approach owner-managed businesses that are not formally for sale but may be open to strategic conversations.

04

Initial Screening & Shortlisting

Revenue, EBITDA, fleet or warehouse asset base, geographic coverage, customer concentration, regulatory clean chit, and promoter intent assessment.

05

Preliminary Information Memorandum Review

Evaluating whatever financial and operational information is available at the pre-NDA stage to rank shortlisted targets.

06

Promoter & Management Introductions

Facilitating first conversations with business owners in a manner that is discreet, professionally framed, and commercially credible.

What this means for you

Clients receive a qualified, ranked shortlist of acquisition targets — with a detailed sector landscape map and completed promoter outreach — giving them a head start that months of independent searching rarely deliver.

COMMERCIAL DUE DILIGENCE

Commercial Due Diligence

In a market where reported financials often understate complexity and informal business practices are common, commercial due diligence in Indian logistics demands more than reading an information memorandum. It requires testing the durability of revenue streams, the depth of customer relationships, the real competitive position of the business, and how market dynamics will shape future performance. Our CDD process is built around the specific commercial realities of logistics businesses in India — not generic frameworks applied from other markets.

CDD WORKSTREAMS

WHAT WE OFFER

Structured commercial diligence designed specifically for logistics, freight, warehousing, and supply chain businesses.

01

Market Sizing & Growth Validation

Independently verifying the addressable market for the target's service lines and testing management's revenue growth assumptions against sector trends.

02

Competitive Positioning Analysis

Assessing how the target compares against peers on price, service quality, network depth, technology capability, and customer retention.

03

Customer Revenue Quality Review

Evaluating contract terms, renewal history, pricing power, churn risk, and the sustainability of key account relationships.

04

Regulatory & Compliance Health Check

Reviewing GST compliance history, customs clearance track record, labour law adherence, and any pending litigation or notices from DGFT, CBIC, or labour authorities.

05

Management & Operational Capability Assessment

Evaluating the depth of the management bench, operational processes, technology infrastructure, and whether the business can scale beyond the promoter.

06

Red Flag Identification & Deal Risk Summary

A clear, actionable summary of material risks that should influence deal structure, pricing, or the decision to proceed.

What this means for you

Each engagement produces an independent CDD report, a revenue quality scorecard, and a clear deal risk register — so clients commit capital with a complete picture of what they are buying, not the one the seller presented.

VALUATION & MODELLING

Financial Modelling & Valuation

Valuing a logistics business in India is rarely straightforward. Asset-heavy models, informal revenue recognition, owner remuneration structures that inflate costs, and sector-specific EBITDA adjustments all require deep domain knowledge to normalise correctly.

Whether you are a buyer establishing a walk-away price, a seller maximising exit value, or a financial institution lending against an asset, our valuation work is grounded in India-specific benchmarks, sector transaction comparables, and rigorous financial modelling — not generic multiples applied without context.

WHAT WE OFFER

01

Normalised EBITDA Analysis

Identifying and adjusting for owner perquisites, related-party transactions, non-recurring items, and accounting inconsistencies common in Indian mid-market logistics firms.

02

Three-Statement Integrated Financial Model

Income statement, balance sheet, and cash flow projections incorporating India-specific capex cycles, GST working capital impacts, and freight rate volatility assumptions.

03

Multi-Methodology Valuation

DCF analysis, EV/EBITDA comparables, asset-based valuation, and precedent transaction multiples from the Indian logistics sector.

04

Scenario & Sensitivity Analysis

Stress-testing valuation outcomes under different fuel cost, freight rate, volume, and interest rate scenarios relevant to logistics operations.

05

Working Capital & Net Debt Analysis

Detailed analysis of payables, freight collections, deposits, and working capital movements at deal close.

06

Bid or Offer Price Recommendation

A clear and defensible valuation range supported by evidence for boards, investment committees, lenders, and counterparties.

What this means for you

Clients receive a robust, integrated financial model and a defensible valuation range — stress-tested across scenarios and presented in a format their board, investment committee, or counterparty can interrogate with confidence.

TRANSACTION ARCHITECTURE

Deal Structuring

How a transaction is structured in India can be as consequential as what you pay. India's tax laws, FDI regulations, stamp duty implications, and CCI merger control thresholds create a complex environment where deal architecture has a direct bearing on post-tax returns, regulatory timelines, and liability exposure. A deal structured for another market will often create unnecessary friction — or cost — when applied to Indian logistics transactions. We work alongside your legal counsel to design transaction structures that are commercially sound, tax-efficient, and built for the realities of the Indian regulatory environment.

STRUCTURING WORKSTREAMS

WHAT WE OFFER

01

Transaction Structure Advisory

Evaluating share purchase, asset purchase, slump sale, demerger, and hybrid structures based on the tax, regulatory, and commercial profile of the specific transaction.

02

FDI and FEMA Compliance Structuring

Ensuring inbound foreign investment into Indian logistics entities complies with RBI, DPIIT, and FEMA regulations, including sectoral cap analysis and approval route determination.

03

Tax Structuring & Optimisation

Advising on capital gains treatment, withholding tax obligations, indirect transfer provisions, and treaty benefits available to cross-border acquirers investing in Indian logistics companies.

04

CCI Merger Control Assessment

Determining whether proposed transactions trigger CCI notification thresholds and supporting preparation of merger filings where required.

05

Earn-out & Deferred Consideration Design

Structuring performance-linked payment mechanisms that protect buyers from revenue quality risk while giving sellers upside on future performance, particularly important for promoter-led businesses.

06

SPA and SHA Commercial Terms Advisory

Reviewing and negotiating representations, warranties, indemnities, closing conditions, and locked-box versus completion accounts mechanisms from a commercial perspective.

What this means for you

The transaction exits structured for optimal tax efficiency and regulatory compliance — with CCI obligations addressed and deal terms that are commercially balanced and legally sound for the Indian context.

POST-DEAL VALUE CAPTURE

Post-merger Integration

Most logistics deals in India underdeliver not because the price was wrong or the target was poor — but because integration was treated as an afterthought. Combining two logistics organisations means aligning branch networks, driver and fleet management systems, warehouse operating procedures, customer rate cards, GST registrations across states, and often two very different cultures. Without a structured integration plan that begins before deal close, synergies erode, key staff leave, and customers migrate to competitors during the transition window. We bring a logistics-specific integration framework that protects deal value from day one.

INTEGRATION ROADMAP

WHAT WE OFFER

01

Integration Thesis & Synergy Map

Translating deal rationale into a concrete integration roadmap with a quantified synergy register covering cost, revenue, and operational synergies specific to the combined logistics entity.

02

Day-one Readiness Planning

Ensuring the combined business is legally compliant, operationally functional, and customer-facing from the moment ownership transfers, covering licences, bank accounts, GST registrations, and statutory filings.

03

Network & Operations Integration

Designing the combined branch, depot, and warehouse network; rationalising fleet and asset utilisation; and standardising service delivery and SLA frameworks across the merged entity.

04

Technology & Systems Consolidation

Planning the migration or integration of TMS, WMS, freight billing, GPS tracking, and ERP systems, including data migration and parallel-run management.

05

People & Culture Integration

Retention strategy for key management and operational staff, harmonisation of compensation structures, and cultural alignment between the acquiring and acquired organisations.

06

Customer & Commercial Transition Management

Proactive communication to key accounts, contract novation planning, rate card harmonisation, and sales force alignment to prevent revenue leakage during integration.

What this means for you

Clients achieve day-one operational readiness and stay on track to capture the synergies that justified the deal — with systems unified, talent retained, and customers protected throughout the transition.