Tech Due Diligence — Why Investors Are Getting Burned by What They Don't Assess

Apr 2026
7 min read
Tech Due Diligence — Why Investors Are Getting Burned by What They Don't Assess

A Record Year for M&A, Uneven Rigour

India's M&A market reached a record $83 billion in 2024, according to Grant Thornton data — driven by consolidation in fintech, healthcare, edtech, and logistics. Private equity and strategic acquirers are deploying capital into technology-dependent businesses at a pace that has, in several notable cases, outrun the rigour of their technical assessment processes.

The Discipline Most Frequently Cut

Technology due diligence — the systematic evaluation of an acquisition target's technology assets, architecture, technical debt, security posture, team capability, and scalability — is the discipline that prevents expensive surprises from materialising post-close. It is also the discipline most frequently abbreviated in competitive deal processes where speed is perceived as the competitive variable.

Consistent Post-Close Revelations

  • Architecture that works at current scale but requires complete redesign to grow
  • Security vulnerabilities that create regulatory liability the acquirer inherits
  • Intellectual property that is more third-party licensed than proprietary
  • Engineering talent that departs when founder equity vests at close
  • Technical debt so significant that the product roadmap the acquisition thesis depends on is 18 months slower than modelled

Six Domains of a Well-Structured Process

A well-structured tech due diligence process addresses architecture scalability, code quality and technical debt, security posture, data infrastructure, team and process, and IP ownership.

Key Takeaway

The difference between a deal that creates value and one that destroys it is frequently determined in the due diligence process. Treating tech DD as a checkbox rather than a discipline takes on risk the investment thesis does not account for.

By Grey Platforms

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