A real-world story from the IndiaBizForSale ecosystem, and why a transaction team changes everything.
The investor was not wrong to ask. The seller was not wrong to share. Both were simply navigating uncharted waters, without a map.
At IBGrid, we work with business owners and investors at the most consequential moments of their professional lives. Selling a business is rarely a clean, linear process. It is emotional, commercially complex, and full of situations where the right answer is not obvious, especially if you are doing it for the first time.
This post is about one such situation. A real story from the IndiaBizForSale.com marketplace. Names and specifics are left out — but the lesson is one we see repeated more often than we should.
The story: two attempts, one unresolved deal
In 2024, a registered investor discovered a business listed on IndiaBizForSale.com and reached out. The introduction happened, but the conversation quickly stalled. The seller had a number in his head, an asking price that felt unreasonable to the buyer. Both parties moved on.
Two years later, in early 2026, the same investor came back. This time, the seller did not open with a valuation demand. Conversations started more naturally. They met in person, twice. The buyer eventually offered a number verbally. The seller neither accepted nor rejected it. He sensed room to negotiate, and held his ground quietly.
Then things got complicated.
The buyer, acting in good faith and wanting to validate the business before firming up an offer, began asking for more detailed information. The seller, equally in good faith, started providing it. And then, without any paperwork signed, without any confidentiality agreement in place, the buyer reached out directly to the seller’s clients and employees to gather their feedback on the company.
The intent was reasonable. The execution was not.
Within days, the seller was fielding anxious questions from his own team and clients asking what was happening with the business. Instead of focusing on negotiating a price and structuring a deal, the seller was now in crisis-management mode, reassuring people, containing speculation, and managing the very relationships that give the business its value.
Five mistakes, and how to avoid them
Neither party was acting with bad intent. Both made mistakes that any first-time participant in an M&A process is likely to make. Here are the five most common ones, and what should have happened instead.
1. Starting with valuation, not value
In 2024, the deal died before it began because the seller anchored on a number rather than first establishing the business’s value story. A buyer cannot get to your number if they do not yet understand why the business is worth it. Build the narrative before the negotiation.
2. No NDA before information sharing
Sharing financial data, client lists, employee details, or operational know-how without a signed Non-Disclosure Agreement is one of the most common and costly mistakes sellers make. Before the second conversation moves beyond pleasantries, an NDA must be in place, signed, not just agreed verbally.
3. No Letter of Intent before due diligence
A verbal offer is not an offer. A signed LOI, even a non-binding one, sets the commercial parameters, signals seriousness, and defines what information can be sought and how. Without an LOI, a buyer has no framework for what due diligence is appropriate, and the seller has no protection.
4. Buyer reaching out directly to clients and employees
Reference checks on customers and key employees are a legitimate part of any acquisition process, but they must happen at the right stage, with the seller’s knowledge and structured consent. Unsanctioned outreach can destroy the very value the buyer is trying to validate.
5. No intermediary to hold the process
Both parties were navigating this alone. No advisor on either side to sequence the steps, flag the risks, or step in when the process went off-track. A transaction team does not replace the principals, it gives them the confidence to make good decisions at each stage.
What a structured process looks like
There is a reason M&A has a playbook. Not to make things bureaucratic, but to protect both sides and keep momentum moving toward a close.
| Stage | Milestone | What it protects |
| Step 1 | NDA signed | Before any business-specific information changes hands |
| Step 2 | LOI agreed | Commercial terms set before operational access begins |
| Step 3 | Structured due diligence | Defined scope, data room, no unsanctioned outreach |
| Step 4 | Managed communications | Team and client conversations timed and controlled |
| Step 5 | Definitive documentation | SPA, representations, closing conditions formalised |
An experienced transaction advisory team manages each of these gates. They ensure the process moves forward, that both sides stay in good faith, and that neither party inadvertently damages the deal through well-intentioned but poorly-timed actions.
A word on first-time participants
It is important to say clearly: neither the seller nor the buyer in this story was acting maliciously. Both were doing what felt natural and reasonable. The buyer wanted validation before committing. The seller wanted to stay open to negotiation. These instincts are correct.
The problem is that M&A is a process where the sequence of steps matters enormously. Doing the right thing at the wrong time can be as damaging as doing the wrong thing. That is not intuitive, and it is exactly why most successful transactions involve a transaction team.
Possibly the most expensive mistake in a business sale is not a bad price, it is a broken process that destroys trust, leaks information, or collapses a deal that both sides genuinely wanted.
If you are a business owner considering an exit, or an investor approaching a business acquisition, the conversation with a transaction advisor should happen early — before you share a single document, and certainly before you have met the other side more than once.
At IBGrid, we work with both buyers and sellers across the ₹25 to ₹200 crore range. Our role is not to complicate a process — it is to hold it together so that a deal that should happen, does.