What’s the #1 Thing That Could Determine the Fate of Your Company in a Merger? It’s Not What You Think

 

Around 70% to 90% of mergers and acquisitions fail to achieve their intended objectives for different reasons.

So, when you think about the factors that influence the success of a merger or acquisition, what comes to mind? Revenue growth? Market fit? Strategic synergy?

During our years of experience with M&A, one of the most decisive factors is not how much your company earns; rather, it’s how clearly and confidently you can present your financials.

In the complex process of mergers and acquisitions, clarity is not just appreciated; it’s expected from an organisation. Companies that fail to deliver clear books and fillings often have to lower their values or, worse, derail the deal altogether.

In this blog, we will discuss common pitfalls and how CFO services can help you with the M&A process.


The Common Pitfall: Mistaking Revenue for Readiness


It’s a mistake many founders make. They assume and are, in fact, confident that high topline growth or customer traction is enough to secure favourable terms in an acquisition.

But buyers today are not just looking for growth; they buy predictability, control, and long-term value. This begins with clean, consistent, and audit-ready financials. The reality is that even the most promising acquisition targets can be undervalued or walked away from entirely due to poor financial hygiene.


What Poor Financial Hygiene Looks Like (And Why It’s a Deal Killer)


When buyers dig into a company’s finances during due diligence, certain red flags can quickly turn them away. Here are some of the most common issues that raise eyebrows—and why they matter:

  • Unreconciled accounts: If your cash, receivables, or payables don’t line up, buyers start doubting the accuracy of your financials. A shaky balance sheet leads to shaky deals.
  • Inconsistent reporting across departments: When different teams present different numbers, it leads to confusion and damages trust. Buyers want a clear and unified financial story.
  • Weak internal controls: A lack of checks and balances raises concerns about potential fraud, mismanagement, or non-compliance with regulations.
  • Mismatched inventory records: Discrepancies between inventory data and actual stock hint at operational inefficiencies and possible profit leaks.
  • Late or incorrect tax filings: These suggest not only a lack of financial discipline but also a lack of discipline and the risk of future liabilities.

Even one of these issues can lead to a lower valuation, tough renegotiations, or buyers walking away altogether. When combined, they paint a picture of risk—one that most buyers won’t want to take on.


How a Virtual CFO Builds M&A Readiness: A Strategic Role


Enough of the challenges and the things that can go wrong. Let’s talk about solutions. Enter the virtual CFO, a strategic partner who prepares your company not just for growth but for scrutiny. Here’s how a merger and acquisition consulting service drives value through each stage of the M&A lifecycle:


1. Pre-Deal Cleanup & Financial Streamlining


The first thing
merger and acquisition consultants in India do is analyse the financials and clear any fixing errors.

  • They conduct thorough audits of financial data to clean up my inconsistencies.
  • They ensure that the financial statements are reconciled, GAAP-compliant and up-to-date.
  • They prepare investor-grade reports and financial dashboards.
  • They help standardise accounting policies and processes.


2. Due Diligence Management


CFOs play a key role in the M&A due diligence process by ensuring accurate financial reporting, identifying potential risks, and presenting a clear picture of the company’s financial health to buyers.

  • They directly coordinate with buyer-side financial and legal teams.
  • They prepare comprehensive data rooms with clean documentation.
  • They provide a clear explanation for historical anomalies and one-time costs.
  • They proactively mitigate risk factors that can become negotiation hurdles if not resolved.


3. Deal Structuring Advisory


A strong deal structuring advisory helps guide strategic decisions by analysing valuation models and supporting EBITDA normalisation to present a realistic picture of financial performance.

It also plays a critical role in choosing between asset and share sale structures, factoring in tax implications and compliance requirements.

By modelling both best- and worst-case scenarios, the CFO team helps set realistic expectations and strengthens the client’s position during negotiations.


4. Post-Merger Financial Integration


This involves aligning financial systems, software, and accounting calendars across both entities to ensure consistency and transparency.

A key part of the process is building a consolidated profit and loss statement, balance sheet, and cash flow framework that reflects the new, merged organisation.

Along with integrating financial systems, it is also necessary to bring together teams, streamline processes, and establish clear approval workflows.

The virtual CFO services also support the creation of new reporting structures designed to track synergies and measure return on investment.


Checklist: Is Your Business Financially Ready for M&A?


If a buyer approached you tomorrow, could you confidently hand over your books? Run through this quick checklist:

  • Do you have at least 3 years of clean, auditable financials?
  • Are all your key statements (P&L, balance sheet, cash flow) reconciled and consistent?
  • Do you track and explain one-off or discretionary expenses that may skew EBITDA?
  • Are your tax filings and compliance documents up to date and accessible?
  • Is your internal finance team equipped to handle due diligence queries in real time?

If you’re unsure on even one of these questions, it might be time to call in a Chief Financial Officer.


In M&A, Clarity = Confidence = Value


In any transaction, clarity builds confidence—and confidence protects your valuation. It’s not about showing bigger numbers. It’s about showing
better numbers—clean, consistent, and compelling.

At Prudent CFO, we help businesses walk into the negotiation room prepared, aligned, and in control. Whether you’re exploring a merger, preparing for exit, or simply want to future-proof your finances, our Virtual CFO service in India ensures you’re always deal-ready.


FAQs About Company Mergers


1. Why does financial hygiene matter more than revenue in M&A?

Because buyers don’t just look at how much money you make; they also look at how reliably you make it. Poor financial hygiene introduces doubt, risk, and friction which does not translate to a premium price.

2. What’s the role of a virtual CFO vs. a traditional CFO during a transaction?
A virtual CFO brings the same strategic expertise without the full-time cost. They’re ideal for companies in growth mode or preparing for exit, offering flexibility, deep financial insight, and experience navigating M&A.

3. When should I start preparing for a potential merger or acquisition?
Ideally, 12–18 months in advance. Deal readiness isn’t something you scramble to build—it’s something you maintain. Being ready at all times allows you to act quickly and negotiate from strength.

Think You’re Ready for an IPO? Here Are the Key Hurdles Most Companies Miss—and How a Virtual CFO Can Help You

 

A significant number of companies aspiring to go public in India fail to make it past the regulatory approval stage. As of May 2024, PRIME Database reported that only 9 out of 45 IPO filings had received SEBI approval, reflecting an approval rate of just 20%. Most delays or rejections occur due to weak governance, incomplete disclosures, and non-compliance with reporting standards. These issues often surface during SEBI’s review of the Draft Red Herring Prospectus (DRHP), leading to extended review cycles, loss of investor interest, and reputational risk.

At Prudent CFO, we help mid-market enterprises close these gaps through a structured 18–24 month IPO readiness plan. By strengthening governance, reporting, and compliance systems, our virtual CFO model offers expertise without the overhead cost of a full-time hire. This article outlines key IPO requirements, common red flags, and how our approach helps companies move from “IPO hopeful” to “IPO ready” with clarity and confidence.


What Being “IPO-Ready” Truly Means?


Mid-market enterprises often underestimate the complexity of what it means to be “IPO-ready”. To meet public market expectations, companies must adhere to non-negotiable standards in three core areas:

  • Governance: A clearly defined board structure, with independent directors, functioning committees (Audit, Risk, NRC Committees), and documented policies aligned with SEBI and Companies Act requirements.
  • Controls: Robust internal financial controls, standard operating procedures, and transparent delegation of authority.
  • Disclosures: Accurate and timely disclosure of financials, risk factors, business model, litigation, promoter shareholding, and contingent liabilities, usually across 3-5 years.

Failing to meet these standards can halt the IPO process, damage investor confidence, and lead to extended SEBI queries or DRHP withdrawal.

 

Top 5 Red Flags Businesses Overlook During IPO Initiations


Before you prepare your Draft Red Herring Prospectus (DRHP), it’s important to understand the most common reasons leading to the failure of IPO listings:


1. Poor Financial Infrastructure

Even high-growth companies often operate without structured financial systems. Disorganised records, inconsistent revenue recognition, or outdated accounting software can become serious red flags during due diligence. These can lead to extended regulatory reviews and delays due to lack of board independence or policies.

 

2. Weak Governance and Compliance

An IPO requires not just financial discipline but also ethical and procedural clarity. This includes:

  • A functioning board of directors
  • Independent audits
  • Defined risk management policies
  • Corporate social responsibility disclosures

Investors are quick to disengage when the governance ecosystem appears immature or reactive.


3. Misaligned KPIs and Business Metrics

Many companies make the mistake of tracking top-line vanity metrics (e.g., GMV, downloads) without linking them to sustainable value like EBITDA margins ≥ 15%, ROCE, or unit economics, which raises concerns regarding the long-term profitability of the company.


4. Lack of Market Readiness

Companies not accustomed to regulatory scrutiny, structured investor communications, or timely disclosures may struggle in a public environment. This perceived lack of maturity can lead to investor scepticism and poor listing performance.


5. Leadership Gaps and Internal Misalignment

An IPO exposes your leadership team to public scrutiny. Without clear roles, decision-making structures, and investor communication protocols, even minor coordination failures can derail timelines or damage market perception.


How Prudent CFO Closes These Gaps—End-to-End


At PrudentCFO, we are not a one-person consultancy. We are a multi-specialist team of four seasoned professionals with combined expertise in IPOs, fundraising, and strategic finance, backed by decades of cross-sector experience across fintech, media, F&B, telecom, and capital markets.

Our approach is built around a proven four-stage framework tailored for companies preparing for IPO: Assess > Remediate > Govern > Communicate. This model is designed specifically for mid-market Indian enterprises planning to list within the next 18-24 months.


1. Assess

We begin with a comprehensive IPO-readiness audit that spans financial systems, governance mechanisms, reporting structures, and compliance documentation. This assessment provides a gap-to-goal roadmap, clearly outlining what must be fixed, built, or institutionalised.


2. Remediate

A key reason IPOs are delayed or rejected is disorganised reporting. Our team implements audit-ready financial systems, aligns the chart of accounts, cleans up books, and standardises MIS reports. This foundation not only ensures audit-readiness but also boosts investor confidence in your ability to deliver consistent, transparent reporting post-IPO.


3. Govern

We help formalise board charters, establish risk/audit/NRC committees, and set up whistleblower and CSR policies, ensuring compliance with SEBI’s ICDR framework and Companies Act provisions.


4. Communicate

From Q&A briefings and DRHP input to financial storytelling and investor decks, our seasoned CFOs ensure your leadership team is investor-ready before you meet the markets.


Why Mid-Market Enterprises Choose a Virtual CFO


Unlike large enterprises, fast-growing SMEs and family-run businesses often cannot justify the cost or bandwidth of full-time
CFO service. The best virtual CFO services offer the same level of strategic oversight but with greater flexibility and efficiency. In fact, leveraging a VCFO model can reduce external advisory and staffing costs by up to 50% while maintaining the same level of rigour and accountability.

Additionally, IPO preparation is not just about reaching the listing day—it is about sustaining compliance, performance, and investor trust post-listing. Our team ensures that companies are structurally prepared for life after IPO as well.

 

Final Thoughts

 

Preparing for an IPO in India requires strategic planning, strong financial systems, and early involvement of experienced leadership. A seasoned CFO or an IPO consultant can help identify and address potential roadblocks, ensuring your company meets the rigorous demands of public markets. With the right support, the complex IPO journey becomes far more manageable and focused.

At Prudent CFO, we view IPO preparation as a long-term transformation, not just a one-time project. Our team of experts is among the best IPO consultants in India that help you build the financial discipline, compliance frameworks, and reporting structures needed to succeed—before and after listing. If you’re aiming to go public, we are here to guide you from ambition to IPO-readiness with clarity and confidence.

Disclaimer: The content of this article is intended for general guidance and informational purposes only. It does not constitute professional financial, legal, or investment advice.

The Hidden Dangers of ‘DIY’ Financial Management: How Virtual CFOs Prevent Disaster Before It Strikes


New entrepreneurs often try to do everything. From handling their products and marketing to even handling the company finances.

But here’s the truth. Handling an organisation’s finance without expert guidance is like navigating a ship without a compass. It might feel fine in calm waters. But when the storm hits (and it always does), it gets challenging to keep the ship afloat.

This isn’t a scare tactic. It’s a reality check.

In this blog, we will talk about the hidden dangers of handling your own business finances and help you understand how a virtual CFO can help you nullify those dangers.


The 5 Hidden Risks of DIY Financial Management


Let’s break down the risks most founders don’t see coming until it’s too late.


1. Compliance Gaps That Lead to Penalties


Handling finances includes GST filings, TDS payments, ROC submissions and more. These processes operate under strict regulations, and failing to meet deadlines or making a wrong entry can lead to heavy fines or being flagged for scrutiny.

Under the Central Goods and Services Tax (CGST) Act, 2017, a general penalty of up to ₹25,000 can be imposed for any offense where a specific penalty is not provided.

DIY finance often overlooks the constant back-end effort required to stay compliant. Plus constant changes in laws and formats can easily be missed by founders, leading to penalties or, in some cases, legal troubles.


2. Misreading Cash Flow or Runway


Many founders equate a healthy bank balance with financial stability. But your cash flow tells a deeper story, and it’s something easy to miss.

  • Are you collecting receivables on time?
  • Is inventory locking up cash?
  • Are your vendors draining working capital?
  • Do you have enough runway to support expansion?

Virtual CFO services, with their expertise, can notice these patterns in advance. DIY systems, on the other hand, are often late to react to these causes of poor financial management, and delayed reactions in business often translate to missed opportunities.


3. Investor Red Flags


Messy, disorganised, or unclear books are a major turnoff for investors. No matter how innovative your product is or how impressive your marketing strategy is, if your books are not properly maintained, they will walk away.

Here are two things that can happen:

  • Companies get delayed investment after founders fix their finances.
  • Companies lose both investors’ trust and investment.


Without a professional managing your financial story, you may unintentionally send all the wrong signals to the investors.


4. Inaccurate Budgeting and Forecasting


44% of startups fail due to running out of cash, often stemming from poor budgeting and financial planning. A DIY approach often traps founders in the past. They often focus on what happened last quarter, rather than planning ahead. They don’t consider future scenarios like:

  • What if your burn rate becomes unsustainable?
  • What if you lose a major client?
  • Costs of scaling? Or returns from investing in new talent?


By not accurately budgeting and forecasting for these potential scenarios, founders may find themselves unprepared to face
poor financial management when unexpected challenges arise.


5. Mental Load and Founder Burnout


Along with endless spreadsheets and numbers, DIY finance also takes up the founder’s time and mental energy.
9% of startups fail due to founder burnout

Startup founders don’t exactly have the luxury of time. Trying to master GST, review ledgers, forecast expenses, and keep investors updated, all while trying to run a business, is a recipe for disaster. It can lead to unnecessary stress, burnout and missed deadlines.


What Virtual CFOs Do Differently?


Now that we have discussed the potential disadvantages of DIY finance, let’s understand how virtual CFOs can exactly help the businesses.

Let’s get one thing straight: they are more than just balancing books or filing taxes.

A great virtual CFO not only reads the numbers but interprets them to make real decisions that align with long-term business goals.


Here’s how virtual CFOs can help you:

  • Cash Flow Management: They ensure your business has enough liquidity to operate efficiently along with investing in growth.
  • Financial Forecasting: With CFO services can build models that look 12–18 months ahead, helping you price smarter, invest more strategically, and build a strong financial foundation.
  • End-to-End Financial Management: From accounting and compliance to taxation and reporting—we handle it all.
  • Product-Level Profitability: Get clarity on unit economics and costings.
  • Pricing & Margin Strategy: Helping businesses understand true profitability and price for scale.
  • Compliance Oversight: They ensure that filings, deadlines, and tax obligations are never missed, saving businesses from hefty fines or legal troubles.
  • Investor Readiness: From financial models to pitch decks, they help you speak the language of investors.
  • Tech & Process Optimization: From ERP tools to automation, we streamline operations and reporting.


Having a virtual CFO by your side will not only help founders fix problems but also prevent them.


Cost vs. Value: Why Virtual CFOs Pay for Themselves


Here’s the common objection:

CFO sounds expensive.


Hiring a CFO
can be expensive. But a virtual or fractional CFO is your part-time employee. And when you compare that cost to what you stand to lose from:

  • Tax penalties
  • Missed funding
  • Poor pricing
  • Inefficient ops
  • Untracked burn


…it’s not even close.


In most cases, a virtual CFO doesn’t just “pay for themselves”; they also
save the business from losses that even the founders are unaware of. A fractional or virtual CFO gives you the strategic insight of a full-time CFO at a fraction of the cost.


Peace of Mind, Real Growth


One of the most underrated benefits of having a virtual CFO is peace of mind.

Founders can stop operating in the dark, guessing their financial decisions and being reactive instead of proactive.

With the help of financial experts, they get someone who understands finances and can make data-backed decisions clearly. 

It allows founders to think bigger, plan better, and scale faster without second-guessing the numbers.


Final Takeaway


Most businesses hire CFOs until after it’s too late. They hire experts when their books are in chaos, their runway is almost gone, or the investor due diligence is due tomorrow.

Having a virtual CFO work for you is like an insurance policy against some of the most expensive mistakes you can make in business.

If you are looking to hire a virtual CFO for your startup or small business, you must check out Prudent CFO. We have a group of experts who can help your company be profitable and prevent any legal issues in advance. Our CFO services include Finance and Accounting, Capital Structuring, Tax Advisory & Compliance, M&A and valuation and more. Visit Prudent CFO to learn more about our services.