After the gates · Exit
The exit, manufactured.
An exit is not an event that happens to an asset. It is a file the asset either holds or lacks on the day a buyer arrives. This practice builds the file: sell-side technical and compliance diligence to the regulator's own checklist, the data room in the order buyers actually read it, and the exchange-control evidence that turns a sale into money at home.
01 · The gap
What the price rests on
The valuer assumes exactly what kills the deal.
Read the disclaimers in any institutional valuation of an Indian asset and the architecture of the risk is printed in them. The valuer relies on the title reports, makes no further enquiries, assumes title clear and marketable, and accepts no responsibility for legal diligence, zoning, permissions or physical measurement. The price, in other words, rests on a set of assumptions the valuation expressly declines to test.
A buyer's diligence exists to test them, at the worst possible moment for the seller: inside an exclusivity window, on the buyer's clock, with every finding repricing the deal downward. Exit readiness is the same testing done earlier, by the seller's side, at the seller's pace. The valuer will assume. The buyer will verify. We make the assumption true before anyone checks it.
Readiness happens once. Either before marketing at your pace, or during exclusivity at theirs.
02 · What diligence finds
The documented killers
Buyers do not discount bad paper. They escrow it, or they walk.
- The occupation certificate
Not a formality: the unit of account. Completed area is what the certificate covers, and the courts have priced its absence as a continuing wrong, carrying a quarter more property tax and half again on water charges, with no limitation clock to run it out. The first question a buyer asks is whether the certificate exists and what area it covers, and the answer must take minutes, not weeks.
- Deviation from the sanctioned plan
After the Supreme Court's ruling of December 2024, "it will be regularised" is not a plan. Courts are directed away from equitable rescue of unauthorised construction. We reconcile as-built against sanctioned, quantify every deviation, and state its lawful route or its cost.
- The leases
A lease that is not registered and stamped is not income. It is a claim, and an inadmissible one until the duty is paid. We verify registration and stamping on every deed in the rent roll, because the rent roll is the asset and the deeds are its title.
- The reconciliations
Buildable rights against built area, premium entitlements against receipts, the service-charge account against its recoveries, the net-income bridge from audited accounts to the underwriting. Each reconciliation either exists or becomes a price adjustment drafted by the other side.
- The quiet lapses
Consents that expired without ceremony: operating consents, fire renewals, inspection certificates. Individually small, collectively a narrative about how the asset was run, and buyers read narratives faster than schedules.
- Title dust and litigation
The chain's loose threads and the proceedings register, disclosed on our side's terms with quantum and stage, because a litigation schedule volunteered reads as governance and one discovered reads as concealment.
03 · The readiness file
To the regulator's own checklist
The exit checklist is already written. The regulator wrote it.
India's securities regulator prescribes what a listed trust's valuation must disclose per property: one-time approvals obtained and pending, periodic clearances current and overdue, revenue pendencies including compounding charges, and material litigation. That schedule is the definition of clean paper in the only forum that publishes one, so we compile every readiness file to it, listing or no listing. The data room is built in ten chapters, and in the order buyers actually read them.
First question first: does the occupation certificate cover what is being sold. Then as-built against sanctioned. Then title, then the leases, then the income bridge. A buyer who clears those five keeps reading. A seller who cleared them first wrote the reading order.
04 · The listed bar
REIT-grade, by rule
REIT-grade is not an adjective. It is a rulebook with numbers in it.
The listed channel defines its bar in regulation: the trust's assets substantially completed and income-producing, every property physically inspected, and each injection priced by two independent valuers inside a ten per cent corridor, with the public unitholders voting on large related-party acquisitions. Weak paper does not cost price. It costs the vote.
An asset prepared to that bar is prepared for every buyer beneath it, which is why we test against the listed rules even where the exit is private. The trust that might one day absorb the asset, the fund that might buy it, the lender who might refinance it: all of them read the same file, and only one of them publishes its standards. We borrow the published one.
05 · The exchange-control file
Money, actually home
Exchange control does not define completion. Your municipality does.
The rules that let foreign capital exit key on completion as the local authority determines it, which makes the occupation certificate not merely a compliance document but the repatriation evidence itself. Around it sits the rest of the file: every tranche mapped to its lock date, the phase map against the project as the municipality sees it, the fair-value certificate from the professions the rules recognise, and the transfer filing that runs on a statutory clock through the banking channel.
We assemble and evidence that file; your bank and counsel file it. The distinction matters and we keep it bright. This is the entry memorandum's promise kept, item by item: the same lock calendar written at the first gate, produced at the last, with the evidence attached.
06 · The refusal
Why the file is believed
We prepare the asset. We never sell it.
The sale process belongs to your bankers and counsel, the valuation to a registered valuer, the tax opinion to your tax advisers, the filings to your bank. We take no success fee and no share of proceeds, because contingent pay is the signature of a brokerage relationship, and a readiness file written by a party paid on closing is a file no buyer's committee should rely on. Fixed scope, fixed fee, and a report the other side can lean on precisely because we gain nothing from the answer.
We do not sell assets. We remove the documented reasons buyers walk away from them.
Enquiries
The practice answers.
128 City Road, London, EC1V 2NX
The development practice is led by Tanishq Chauhan. Correspondence reaches the principal directly.
Tanishq Chauhan on LinkedIn, opens in a new tab
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