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Due Diligence

Financial Due Diligence for Acquisitions, Investments and Business Transactions

Independent analysis of earnings, working capital, cash flow, debt, financial risks and key transaction drivers to help buyers, investors and sellers make better-informed decisions.

  • Quality of earnings and normalised EBITDA
  • Working capital and target level analysis
  • Net debt and debt-like items
  • Red-flag, full-scope and vendor due diligence

Quick answer

What is financial due diligence, and how is it different from an audit?

Financial due diligence is a transaction-focused investigation of a target's financial position and performance: quality of earnings, revenue and margin analysis, working capital, net debt, cash flow, forecast assumptions, tax and compliance exposures and deal-relevant risks. It is not a statutory audit — it provides no audit opinion and is not designed to detect all misstatement; it is scoped to the buyer's or seller's decision and reported as findings, adjustments and risks.

Quality of earnings (QoE)
Analysis of how sustainable and cash-generative reported earnings are, with normalising adjustments identified.
Normalised EBITDA
EBITDA adjusted for non-recurring, non-operating and owner-related items to reflect underlying performance.
Buy-side vs sell-side
Buy-side diligence supports the acquirer's decision; sell-side (vendor) diligence prepares and de-risks the sale process.
Data room
The controlled repository through which the target provides information for review.

Overview

What the business actually earns, and what it actually owes

Financial due diligence is not an audit. It does not provide an opinion on the financial statements. It examines the specific drivers that determine what you are paying for: sustainable earnings, the working capital the business genuinely needs, the debt and debt-like obligations that reduce the price, and the cash the business converts from its profit.

Every adjustment we propose is explained and traceable to the underlying records, so it can be defended in negotiation or challenged on its merits. Financial due diligence does not replace legal, tax, commercial, technical or regulatory due diligence, and we identify where those specialist reviews are needed.

  • Reported versus normalised earnings
  • Revenue quality and customer concentration
  • Working capital trends and seasonality
  • Net debt and debt-like items
  • Cash conversion and capex requirements
  • Balance sheet risks and contingencies

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Scope options

Types of due diligence we perform

Select a type to see what it normally covers.

Buy-Side Financial Due Diligence

Full analysis for acquirers and investors, covering earnings, working capital, debt, cash flow and balance sheet risk, with a deal issues register.

Services

Core financial due diligence areas

Scope, periods and reporting format are agreed in writing before work begins.

Quality of Earnings

Sustainable earnings separated from one-off effects.

  • Reported EBITDA
  • Normalised EBITDA
  • One-off items
  • Non-recurring income
  • Non-recurring expenses
  • Owner-related expenses
  • Exceptional transactions
  • Accounting policy effects

Revenue Analysis

Where revenue comes from and how durable it is.

  • Growth analysis
  • Customer concentration
  • Recurring vs non-recurring revenue
  • Geographic mix
  • Product / service mix
  • Cut-off testing
  • Contract trends
  • Revenue quality

Gross Margin Analysis

Margin movement explained by driver, not by total.

  • Margin trends
  • Product and channel mix
  • Pricing
  • Cost movements

Operating Expenses

The cost base a buyer will actually inherit.

  • Fixed and variable costs
  • Exceptional expenditure
  • Management compensation
  • Related-party costs
  • Normalisation opportunities

Working Capital

How much working capital the business genuinely needs.

  • Receivables
  • Inventory
  • Payables
  • Accruals
  • Seasonality
  • Target working capital
  • Normalisation adjustments

Net Debt / Debt-Like Items

Everything that reduces equity value at completion.

  • Borrowings
  • Overdrafts
  • Leases
  • Shareholder loans
  • Accrued interest
  • Unpaid taxes
  • Deferred liabilities
  • Other debt-like items

Cash Flow

Whether profit becomes cash.

  • Operating cash conversion
  • Capex
  • Working capital movements
  • Free cash flow
  • Liquidity

Balance Sheet

Asset quality and hidden obligations.

  • Receivables quality
  • Inventory
  • Asset condition
  • Provisions
  • Liabilities
  • Contingencies
  • Related parties

Capex

The investment required to sustain the forecast.

  • Historical capex
  • Maintenance capex
  • Growth capex
  • Committed capex

Tax / Compliance Interface

Identifying where specialist review is required.

  • Tax balances review
  • Compliance status indicators
  • Areas referred for specialist tax due diligence
  • Interaction with the completion mechanism

Quality of earnings

From reported to normalised EBITDA

Every adjustment is explained and traceable to the underlying records.

  1. Reported EBITDA

    As shown in the financial statements or management accounts.

  2. +/- One-off items

    Non-recurring gains and costs identified and explained.

  3. +/- Owner / related party adjustments

    Proprietor remuneration and related-party terms adjusted to market basis.

  4. +/- Accounting normalisations

    Policy and cut-off effects adjusted for comparability.

  5. +/- Non-recurring items

    Events that will not repeat under the new ownership.

  6. = Adjusted / Normalised EBITDA

    The earnings base used for valuation, with every adjustment supported.

Normalised EBITDA is a negotiated measure, not a defined accounting figure. Different parties can reach different conclusions on the same facts.

Working capital

How target working capital is assessed

  1. 1

    Historical Working Capital

    Actual position rebuilt from the ledgers.

  2. 2

    Monthly Trends

    Month-by-month movement rather than year-end snapshots.

  3. 3

    Seasonality

    Peaks and troughs identified across the cycle.

  4. 4

    Normalisation

    Distortions, one-off balances and stretched payables adjusted.

  5. 5

    Proposed Target Working Capital

    A defensible target level for the completion mechanism.

Measures analysed include DSO, DIO, DPO and the cash conversion cycle.

Net debt

Net debt bridge

  1. Gross Debt

    Borrowings, overdrafts and finance obligations.

  2. + Debt-Like Items

    Leases, shareholder loans, accrued interest, unpaid taxes and deferred liabilities.

  3. − Cash / Cash-Like Items

    Cash, deposits and readily realisable balances, less restricted or trapped cash.

  4. = Adjusted Net Debt

    Subject to the definitions agreed in the transaction documents.

Net debt is defined by the transaction documents. The items included or excluded are a negotiated matter.

Data room

Secure data room workflow

For live engagements this runs through our secure client portal and shared data room.

  1. 1

    Client / Target Uploads

    Documents provided into a secure, access-controlled data room.

  2. 2

    Structured Financial Data

    Ledgers and schedules organised into a consistent analysis base.

  3. 3

    Analysis

    Earnings, working capital, debt and cash flow tested.

  4. 4

    Questions

    Written question log with tracked responses.

  5. 5

    Findings

    Issues quantified, with the impact on price or mechanism stated.

  6. 6

    Report

    Report issued with an executive summary and deal issues register.

Output

Deliverables

Reports

  • Full Financial Due Diligence Report
  • Red Flag Report
  • Executive Summary

Core analyses

  • Quality of Earnings Analysis
  • Working Capital Analysis
  • Net Debt Schedule
  • Cash Flow Review

Supporting analyses

  • Revenue Analysis
  • Customer Concentration Report
  • Balance Sheet Risk Analysis

Transaction support

  • Completion Mechanism Support
  • Deal Issues Register

Sectors

Industries we work with

ManufacturingTrading & DistributionTechnologySaaSHealthcareProfessional ServicesLogisticsConstructionReal EstateHospitalityRetailE-commerceFinancial ServicesEducationEnergyFamily Businesses

Why clients engage us

How we work

Adjustments you can defend

  • Every adjustment explained and sourced
  • Traceable to ledgers and documents
  • Challengeable on its merits

Focused on the deal

  • Scope agreed in writing before we start
  • Findings framed by price and mechanism impact
  • Deal issues register maintained throughout

Independent view

  • No incentive tied to the deal completing
  • Concerns reported plainly
  • Specialist reviews identified, not glossed over

Global coverage

Coverage and scope boundaries

How we work internationally

  • We accept due diligence assignments involving targets and investors across multiple jurisdictions, subject to applicable local legal, regulatory and professional requirements.
  • Where local specialist tax or legal input is required, licensed advisers in that jurisdiction are engaged.

Scope boundaries

  • Financial due diligence is not an audit and provides no audit opinion
  • Legal, tax, commercial, technical, IT and regulatory due diligence are separate exercises
  • Conclusions depend on the information made available by the target

Getting started

Information normally required

Financial records

  • Audited financial statements
  • Management accounts
  • Trial balance
  • General ledger

Ledgers and operations

  • Sales ledger and customer data
  • Purchase ledger and supplier data
  • Payroll records
  • Inventory and fixed asset registers

Debt, tax and forward view

  • Debt schedules and bank statements
  • Tax balances and filings
  • Key contracts
  • Forecasts and business plan

Resources

Checklists

Request our due diligence information checklists

Select the checklist you need and we will email it to you. This creates an enquiry record only — marketing consent is separate and optional.

FAQ

Frequently asked questions

Summary

Key takeaways

  • Financial due diligence is transaction-specific; a clean audit opinion does not answer the buyer's questions.
  • Quality of earnings adjustments usually move price more than the headline multiple.
  • Working capital and net debt definitions should be agreed early, not at completion.
  • Findings are reported as risks and adjustments — the decision remains with the client.

Primary sources

  • Engagement terms and agreed-upon procedures — diligence scope is defined contractually, not by an auditing framework
  • IFRS Accounting Standards — for evaluating the target's reported figures
  • Applicable UAE tax legislation and FTA guidance — for tax exposures identified in scope

References are provided so positions can be verified against the current text of the applicable law, guidance or standard. Requirements change; always confirm the version in force for the period concerned.

Last updated
16 August 2026
Reviewed by
Transaction Advisory team
Content owner
Head of the relevant service line
Next review due
12 February 2027

Videos

Watch our Financial Due Diligence videos

Get in touch

Request a due diligence consultation

Request a due diligence consultation

Tell us the target, the transaction stage and the reporting deadline. A specialist will review your submission and respond. Confidential information should be shared only after an NDA is in place.

Files are stored securely and classified against your enquiry only, not in a client data room.

Your submission is checked against our existing records — no duplicate company file is created.

The content on this page is general information about our services. It is not advice and does not create a professional relationship. Tax, accounting and regulatory requirements change; positions depend on the applicable law of the relevant jurisdictions, the version in force for the period concerned and the facts of each case.