Writing from the desk
CA Pravesh Goel
Managing Partner
- M&A
- Buy-side / Sell-side
- Deal Structuring
- Transfer Pricing
Pravesh leads the M&A, vCFO and Process Re-engineering division at Nucleus, focusing on driving growth and addressing challenges for startups and SMEs. His work is pivotal in helping these businesses navigate complex mergers, acquisitions, and disputes, ensuring their continued success and strategic development.
Having worked extensively in the area of Statutory Audits, Internal Audits, Risk Management, and Taxation, he brings expertise, experience and wisdom to the firm through overall supervision and assurance of the quality of work delivered across these assignments.
Body of work
All articles by Pravesh.
Deal mechanics
Pre-LOI diligence: what to share, what to hold back, and where founders overshare
Before exclusivity, every information disclosure is a negotiating decision. Sellers who share too much give away leverage. Sellers who share too little lose the bid. Knowing the difference is the difference between a market price and a discounted one.
10 min read
Deal process
Buy-side searches: building a target list that actually closes deals
Indian PE buyers and strategic acquirers ask for target lists. Most lists are 200 names long and produce zero deals. The lists that work are 25 names long, deeply filtered, and built with cold-outreach math in mind.
10 min read
vCFO & controllership
The fractional CFO model: pricing, scope, and when it breaks
Fractional or virtual CFO engagements work in a defined band: companies that need senior finance judgment but not a full-time hire. The pricing is conventional, the scope is where it goes wrong, and the model has a definite breakpoint as the company grows.
11 min read
Direct tax & TP
Section 80-IAC tax holiday: who actually qualifies, and what trips them up
A three-year 100% tax exemption sounds straightforward. DPIIT recognition is one gate. Inter-Ministerial Board approval is the second, harder gate. The turnover trip-wire is the third. Of the DPIIT-recognized startups in India, fewer than 4% have the 80-IAC certificate.
9 min read
Cross-border & integration
The 12-month post-close integration playbook: Day 1, Day 100, Year 1
Seventy percent of post-merger integrations miss their synergy targets. The reasons cluster around Day 1 communication failures, Day 100 system delays, and Year 1 cultural drift. The playbook is well-known. Execution remains the gap.
11 min read
Special situations
Reverse merger vs direct sale: when one beats the other for promoter exits
A direct sale is simple and faster. A reverse merger creates listing optionality and partial liquidity. The choice depends on the sector premium, the promoter's residual involvement, and whether strategic buyers actually exist.
10 min read
Special tax situations
Buy-back tax post-2026: the math founders are still getting wrong
The Finance Act 2024 shifted buy-back tax from the company to the shareholder, effective 1 October 2024. Founders modelling exit via buy-back are still running the old 23.296% number. The new math: 39% slab rate, no cost-of-acquisition deduction, full consideration taxed as deemed dividend.
10 min read
Close & reporting
Multi-currency consolidation: where the FX errors hide
Multi-currency consolidation looks like an accounting exercise. In practice it is a documentation exercise where four specific errors recur, none of them caught by the consolidation tool itself.
11 min read
Deal mechanics
The valuation expectation gap: closing the 30% chasm between founder and buyer
Founder anchors at ₹600 crore. Buyer offers ₹420 crore. The 30% gap is the most common pattern in Indian mid-market M&A. The four levers that close it — or don't — decide whether the deal happens.
10 min read
Special situations
Distressed M&A under IBC: fast-track resolution and what resolution applicants miss
CIRP timelines are 180 days extendable to 330. Resolution applicants typically pay 30-60% of admitted claims. The economics work — except for the hidden claims, KMP costs, and Section 53 waterfall that most applicants underestimate.
11 min read
International tax
International tax structuring after the Mauritius cleanup: what works in 2026
The 2016 India-Mauritius Protocol ended the capital gains exemption. The MLI added the Principal Purpose Test. GAAR matured. The structures that genuinely work in 2026 are narrower and harder to set up than the structures founders read about in 2014.
10 min read
Deal process
Why sell-side M&A processes fail in India: the five reasons we keep seeing
Twenty percent of sell-side processes don't close. The five reasons cluster around the same patterns — diligence surprises, regulatory drag, management departures, market shifts, and re-trading. Each is preventable.
10 min read
FP&A
The 13-week rolling cash-flow forecast: the model every growth-stage CFO should run
The 13-week direct cash-flow forecast is the single most useful operating model a growth-stage finance team can run. It is also the one most commonly built badly, or not at all.
11 min read
Deal mechanics
Reps & warranties insurance in India: when the premium is worth paying
W&I cover is now a real option in Indian M&A. Premiums sit at 1.0-1.5% of policy limit. The question isn't whether it works — it does — but whether the specific deal needs it. Most don't. Some can't close without it.
10 min read
FP&A
Internal reporting: the KPIs the board should actually stare at
Most board packs report 30-plus metrics. The board uses 8 to 10 of them to make decisions. The discipline is in picking those 8 to 10, reporting them in a consistent format every month, and resisting the urge to add more.
10 min read
International tax
POEM and CbC reporting for Indian-founded global structures
A Delaware C-Corp with two Indian founders, a Bangalore engineering team and an Indian-domiciled board chair has a POEM problem before it has revenue. Section 6(3), the CBDT 2017 framework, and what Indian-founded SaaS groups should structurally build to stay non-resident.
10 min read
Special situations
Carve-out sales: selling a unit without losing the rest of the business
A carve-out is M&A on hard mode. IP separation, employee transfer, shared customers, TSAs, three years of carve-out financials. Each item adds 4-8 weeks. The sellers who plan for the complexity get the price; the ones who don't get the discount.
11 min read
Deal mechanics
The working capital adjustment: how 5% of headline price quietly disappears
The SPA lands with a working capital target the founder hadn't modelled. Sixty days later, 3-5% of the headline price has come off the cash at closing. The buyer calls it normalisation. Founders call it sandbagging.
10 min read
Deal mechanics
Founder earn-outs in Indian M&A: structuring them so you actually get paid
The buyer bridges the valuation gap with an earn-out. Two years later, 70% of founders find the earn-out underperforms. The structure was wrong from signing — and the founder didn't read the fine print.
10 min read
Direct tax & TP
TDS on overseas payments: 15CA/CB without the panic
Every overseas remittance from an Indian company runs through Section 195 of the Income-tax Act. Form 15CA and 15CB are the procedural shell. The substance — the rate of TDS, the DTAA benefit, the TRC and Form 10F — is where remitters lose money or get caught.
10 min read
Direct tax & TP
Transfer pricing for tech startups: documentation that survives an audit
Indian tech startups with a Delaware parent, a Singapore holdco or a UK subsidiary will face transfer pricing scrutiny within three assessment years of the first inter-company invoice. The four transactions everyone mis-prices, and the documentation that holds up at the TPO level.
10 min read
vCFO & controllership
When outsourced finance beats hiring your first CFO
Most Indian SaaS and D2C founders between Series A and B believe the next finance hire is a CFO. In most cases, it is not. The job they actually need done costs a fraction of what a CFO costs, and a CFO cannot do it anyway.
9 min read
Deal process
The first 30 days of a sell-side process: what actually happens
Most sellers think the process starts when buyers see the teaser. It starts three weeks earlier, in the room where we agree what we are willing to sell, to whom, and what kills the deal.
8 min read