Buy-side
Before you invest or acquire. What the numbers really are, which risks are priced and which are not, and what it means for valuation, structure and the conditions you should insist on.
Diligence that survives the other side
We perform Due Diligence on the same transactions we advise on — before you commit capital, before you go to market, or to shorten a process you are already running.
Three positions
Who we are working for changes the work
The scope is similar; the emphasis is not. A buyer wants to know what could go wrong. A seller wants to know what a buyer will find. We are explicit about which brief we are on.
Sell-side
Before you approach investors. We run the diligence a buyer would, so the issues surface on your timetable and can be fixed or explained rather than discovered mid-negotiation.
Vendor Diligence
A report prepared for the seller but written to be relied on by incoming investors, shortening a competitive process and keeping control of the narrative with you.
Scope
What we examine
Scope is agreed in writing before we start, and the report states what fell outside it. Legal and technical workstreams are run by specialist counsel or consultants, coordinated by us where that is part of the engagement.
| Workstream | Typical coverage |
|---|---|
| Financial | Quality of earnings, revenue recognition, margin sustainability, working capital cycle, net debt and cash conversion, off-balance-sheet items. |
| Commercial | Market size and growth, customer concentration and retention, pricing power, supplier dependency, competitive position. |
| Tax | Direct and indirect tax positions, open assessments and litigation, transfer pricing exposure, contingent liabilities. |
| Operational | Capacity and utilisation, unit-level profitability, key-person dependency, systems and reporting maturity. |
| Related Party | Intra-group transactions, promoter dealings, guarantees and cross-holdings, and whether terms are arm's length. |
| Compliance and Statutory | Corporate records, filings, licences and registrations, and known non-compliance, coordinated with legal counsel. |
| Projections Review | Whether the forecast is internally consistent and supported by historical performance and contracted revenue. |
How it runs
From scoping to report
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Scoping and access
We agree the workstreams, the period under review, the materiality threshold and the reliance position in writing before any fieldwork begins.
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Information request
A single structured request list, tracked openly, so both sides can see what is outstanding rather than trading emails.
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Analysis and management discussion
Testing against source records, then sessions with management on what the analysis raises — so their explanation is in the report rather than absent from it.
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Red-flag update
Anything that could change price, structure or your decision to proceed is raised as soon as we find it, not held for the final document.
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Draft and clearance
A draft for factual clearance with management. Their comments are reflected, but the conclusions remain ours.
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Final report
Findings, their transaction implications, what we could not verify and why, and the specific protections worth seeking in documentation.
We report what we find
A diligence report commissioned to support a decision already taken has no value. If the work does not support the transaction thesis, that is what the report will say, and we would rather lose a fee than soften it.
Limits are stated, not implied
Diligence is a review of information made available within an agreed scope and timetable. It is not an audit, it does not provide assurance under any auditing standard, and it cannot establish that no undisclosed issue exists. The report says so plainly and records what was outside scope.
Reliance is defined in writing
Who may rely on a report, and for what purpose, is set out in the engagement letter. Where an investor or lender needs reliance, we agree that in advance rather than after the fact.
Diligence on a live transaction?
Tell us the position you are in, the timetable and what has already been shared. We will come back with a scope and a view on whether it is achievable in the time available.