Due Diligence Report Format India Free Word Template

Need a due diligence report format you can use immediately? Download the editable Word report, Excel risk register and completed PDF example below. The format is designed for an Indian private limited company and can be adapted for an investment, acquisition, lending or internal review.

Important: there is no single due diligence report format prescribed for every private-company transaction in India. The required scope and form depend on the transaction, industry, parties and applicable law. Certain regulated matters have specific requirements. For example, Regulation 10 of the SEBI Delisting Regulations addresses a company secretary’s due diligence report for a delisting, and ICSI publishes a corresponding suggestive format. The downloads on this page are general working templates, not substitutes for legal, tax, financial or regulatory advice.

Due diligence report format for a private limited company

A useful report separates four things that are often blurred together: what was reviewed, what was verified, what was represented by management and what could not be concluded. It then connects each material finding to a commercial decision or remedial action.

Section	What it should contain	Why it matters
1. Cover page	Target, recipient, transaction, scope, cut-off date, report date and version	Defines the report and prevents reliance on the wrong version
2. Reliance and confidentiality	Permitted users, permitted purpose, distribution restrictions and liability terms	Sets the legal basis on which the report may be used
3. Executive summary	Recommendation, principal findings, exposure and required actions	Gives decision-makers the matters that change the deal
4. Scope and limitations	Workstreams, review period, materiality, assumptions, exclusions and missing information	Shows what a clean or adverse conclusion actually covers
5. Company overview	Business, ownership, management, capitalisation and transaction structure	Provides context for the findings
6. Detailed findings	Evidence, observation, impact, risk rating, exposure and recommendation by workstream	Creates a traceable record of the review
7. Consolidated risk register	Finding reference, owner, deadline, status and proposed deal treatment	Turns the report into a closing and remediation tracker
8. Conclusion	Proceed, proceed subject to conditions, or do not proceed, with the basis stated	Answers the transaction question directly
9. Annexures	Documents reviewed, missing items, searches, discussions and supporting schedules	Preserves the evidence trail and reporting limits

Sample executive summary

The executive summary should be written for the investment committee, buyer, lender or board—not as a shortened table of contents. Lead with the decision, then identify the findings that affect price, structure, closing or post-closing obligations.

Illustrative example: Based on the documents reviewed up to 30 September 2026, the proposed investment may proceed subject to three conditions before closing. The target should obtain confirmatory intellectual-property assignments from two early contractors, secure the required change-of-control consent from its largest customer and complete the reconciliation of an INR 8.4 lakh GST difference. No other reviewed matter is expected to prevent closing, subject to the limitations and missing information recorded in this report.

A strong summary names the exposure when it can be quantified. When it cannot, use the word unquantified. A blank exposure field may be misread as zero.

How to present findings and risk ratings

Each finding should have a stable reference, such as L-01 for legal or F-03 for financial. Use that reference in the report, the Excel register and the transaction documents. This allows a condition precedent or indemnity to point back to the evidence and analysis that supports it.

Rating	Meaning	Typical response
Red	A material issue may prevent or materially change the transaction	Resolve before closing, reprice, obtain specific protection or stop
Amber	A material issue is remediable or can be contractually allocated	Set an owner and deadline; use a condition, covenant, warranty, indemnity or retention as appropriate
Green	No material exception was identified within the evidence reviewed	Complete normal closing checks and retain the evidence
Information gap	Evidence is missing or incomplete	Obtain the evidence before drawing or relying on a conclusion

The colour is only a navigation aid. The report should still explain the fact, evidence, impact, exposure and required response in words.

Scope for an Indian private limited company

The exact workstreams depend on the transaction. A fundraising review may go deeper into capital history, investor rights and regulatory filings. An acquisition often requires more work on contracts, liabilities, change-of-control clauses and integration risk. A lender may emphasise charges, borrowings, cash flows, security and covenant compliance.

Corporate and secretarial

• Certificate of incorporation, memorandum and articles of association
• Share capital history, allotments, transfers, conversions and buybacks
• Share certificates, statutory registers and beneficial ownership
• Board and shareholder approvals
• Annual and event-based ROC filings
• Charges, borrowings and guarantees
• Shareholders’ agreements, investor rights and ESOP documents

The Companies Act 2013 provides the legal framework for company records and filings, but it does not prescribe one universal transaction due diligence report format.

Financial and tax

• Audited financial statements and current management accounts
• Revenue recognition, customer concentration and quality of earnings
• Working capital, debt, cash flow and contingent liabilities
• Related-party transactions and balances
• Income tax, GST, withholding tax and other applicable filings
• Tax assessments, notices, disputes and uncertain positions

Legal and commercial

• Material customer, supplier, distribution, loan and lease agreements
• Termination, renewal, exclusivity and change-of-control provisions
• Licences, permits and sector-specific approvals
• Litigation, arbitration, notices and regulatory investigations
• Real property title or lease rights where relevant
• Insurance coverage and material exclusions

People intellectual property and technology

• Employment, consulting, confidentiality and invention-assignment agreements
• Statutory employment compliance and employee claims
• ESOP approvals, grants and vesting records
• Trademark, patent, copyright, domain and software ownership
• Third-party software licences and open-source obligations
• Information security, data protection, system access and business continuity

How to prepare the report

1. Agree the scope before collecting documents

Record the transaction, workstreams, review period, jurisdictions, materiality thresholds, deliverables and exclusions. Confirm who may rely on the report and whether the target will receive the complete report or a redacted findings schedule.

2. Build the request list and data room index

Use a numbered request list. Record the date requested, date received, version, source and review status. The downloadable Excel file includes a document checklist for this purpose. For a detailed data-room structure, see our due diligence data room checklist.

3. Verify evidence and follow the audit trail

Do not treat a management response as equivalent to an executed document or public record. State the source supporting each material conclusion. If records conflict, describe the conflict and the steps taken to resolve it.

4. Record missing information explicitly

A report can appear clean simply because evidence was unavailable. Maintain a separate missing-information annexure and explain which conclusion cannot be reached. Material gaps may need to become closing conditions.

5. Connect findings to the transaction

Explain how the finding affects valuation, ownership, enforceability, cash flow, continuity or regulatory exposure. Then recommend the appropriate treatment. Depending on the facts, this may involve remediation, a condition precedent, an indemnity, warranty, covenant, retention, escrow or price adjustment.

6. Freeze the cut-off date and control versions

State the cut-off date and version on the report. If material evidence arrives later, issue a dated supplement or clearly versioned update. Avoid silently changing a report that has already been circulated.

Due diligence report example

Consider a fictional Series A investment in ABC Tech Private Limited. The reviewers identify four relevant matters:

Ref	Finding	Risk	Exposure	Recommended treatment
L-01	IP assignment is missing for two early contractors	Red	Unquantified	Confirmatory assignments before closing and a specific warranty
T-02	GST input credit differs from the ledger	Amber	Estimated INR 8.4 lakh	Reconciliation, tax-adviser review and appropriate contractual protection
C-03	A major customer contract requires change-of-control consent	Amber	INR 1.2 crore revenue at risk	Obtain written consent before closing
F-04	Revenue samples agree to invoices and receipts reviewed	Green	None identified in the sample	Retain evidence in the completion file

The completed PDF download shows how these findings flow from the executive summary into the workstream analysis and closing action table.

Property due diligence report format

Property due diligence requires a different evidence set from a corporate transaction. Do not use a company report template without adapting it to the asset, title history, location and proposed use.

1. Property identification: address, survey or plot number, area, boundaries, current use and physical description.
2. Ownership and title chain: title deeds, transfers, inheritance or corporate ownership, and the period covered by the title search.
3. Encumbrances: mortgages, charges, liens, easements, acquisition notices and third-party claims.
4. Land use and approvals: zoning, conversion, sanctioned plans, construction permissions, completion and occupancy records.
5. Taxes and dues: property tax, utility dues, maintenance amounts and development-authority payments.
6. Possession and occupation: leases, licences, occupants, access and physical possession.
7. Disputes: litigation, notices, boundary issues and government proceedings.
8. Opinion and conditions: whether title appears marketable, evidence still required and actions before completion.

A property report should identify the jurisdiction and the professional giving the title or legal opinion. Requirements vary by state and transaction.

Legal financial and operational variations

Legal due diligence report

A legal report gives more space to corporate authority, material contracts, litigation, licences, employment, intellectual property and regulatory compliance. Each legal finding should cite the agreement, filing, search or representation on which it relies.

Financial due diligence report

A financial report normally includes quality of earnings, revenue and margin trends, normalisation adjustments, working-capital requirements, debt-like items, cash flow, tax exposure and the assumptions that connect historical performance to the transaction model.

Operational due diligence report

An operational report may cover supply concentration, production capacity, quality controls, systems, cyber security, people dependencies, business continuity and integration requirements. The report should distinguish current operating weaknesses from integration risks created by the proposed transaction.

Bank and RBI due diligence formats

Searches for “RBI due diligence report format” can refer to several different regulatory and lending contexts. A bank-specific certificate or prescribed annexure should not be replaced with a generic M&A report. Identify the governing circular, reporting period, eligible signatory and recipient bank before using any format. Older RBI materials may also refer to provisions or filing practices that have since changed, so confirm the current requirement with the bank and qualified professional.

Common reporting mistakes

• Reporting the request list instead of the findings. A long list of documents reviewed does not explain the risk.
• Leaving exposure blank. Use an amount, an estimate or “unquantified”.
• Calling an information gap green. Missing evidence is not a clean result.
• Using colour without explanation. The reader still needs the fact, impact and action.
• Ignoring the transaction documents. Material findings should inform conditions, warranties, indemnities, covenants or price.
• Applying one template to every transaction. The workstreams should reflect the company, industry, buyer and regulatory setting.
• Updating the report without version control. Late evidence should be documented through a dated update or supplement.

Frequently asked questions

What is a due diligence report?

It is a structured record of the scope, evidence, findings, risks and recommendations arising from a review of a company, asset or transaction.

Is there a standard due diligence report format in India?

There is no single format that applies to every private-company investment or acquisition. The format should match the transaction and applicable law. Some regulated processes have specific requirements or suggestive formats.

Who prepares the report?

The team may include chartered accountants, company secretaries, lawyers, tax advisers, technical specialists and commercial professionals. The required signatory depends on the purpose and regulatory context.

What is a DDR report?

DDR is commonly used as an abbreviation for due diligence report.

How long should the report be?

Length depends on scope and complexity. A focused red-flag report may be short, while a full-scope acquisition report can be extensive. The executive summary should remain concise even when the detailed report is long.

What is the difference between a checklist and a report?

A checklist tracks information requested and reviewed. A report explains the conclusions, limitations, risks and actions arising from that evidence.

Can the template be used for a property transaction?

Use it only after replacing the corporate workstreams with property-specific title, encumbrance, approval, possession, tax and dispute checks. The property section above provides a starting structure.

Should every finding have a financial value?

Quantify exposure where reasonably possible. If the amount cannot be bounded, state “unquantified” and explain why the uncertainty matters.

Need transaction-specific due diligence support?

The templates are designed to help teams organise evidence and communicate findings. A live transaction still requires a scope built around the target, transaction documents and decision timetable. Ocellus provides due diligence services across India and due diligence report services in Bangalore, including financial, commercial, secretarial and transaction support.

Discuss your transaction with Ocellus

Sources and use limits

• Ministry of Corporate Affairs Companies Act 2013
• SEBI Delisting of Equity Shares Regulations 2021
• ICSI suggestive due diligence report format for Regulation 10(3)

Reviewed 21 October 2026. This article and its downloads provide general information and drafting aids. They do not constitute legal, tax, financial, company secretarial, valuation, technical or regulatory advice. Obtain advice appropriate to the transaction and confirm whether a prescribed report or eligible signatory is required.