Financial Due Diligence

Financial Due Diligence on UK and International Acquisitions

If you are acquiring a business or asset and need an independent view of what you are actually buying, this is the work we do. Most of our engagements are buy-side, on transactions from a few hundred thousand pounds upwards, including financed and insurer-backed deals where the underwriting process drives a heavy compliance burden. We also support sellers preparing data rooms and responding to buy-side queries. Scope is agreed up front and tailored to what genuinely matters on the deal.

What financial due diligence means in practice

Financial due diligence (FDD) is an independent investigation of a target company's numbers before you commit to buying it. We test reported earnings, working capital, cash flow, customer and revenue concentration, and the quality of the accounting records themselves. The aim is to tell you what is real, what has been normalised, and what should change the price, the share purchase agreement (SPA), or the decision to proceed. On larger or insurer-backed deals we expect multiple rounds of queries from the funder or underwriter and are set up to handle them. On sell-side engagements we prepare the financial information the buyer's advisers will scrutinise and respond to their challenges on your behalf.

How we approach the work

Engagements are led by our directors and senior managers, drawing on a team that has worked across hotels, financial services, asset management and crypto transactions in the UK and internationally. David A. White, FCA, CTA, has deep technical expertise and strong judgement; Ghulam Alahi, FCA, BFP, founded Vision Consulting in 2002 and has more than two decades of experience on transactions across hotels, healthcare and prime London property. Day-to-day engagement leadership sits with experienced managers, including Chloe Symmonds and Ameer Alahi, who have worked on buy-side and sell-side processes, opposite and alongside  Big 4 advisers and City law firms. A back-office analytical team supports rapid number-crunching, which matters as deals can be time-sensitive. We are comfortable reviewing and advising on SPA's and other key documents, and engaging directly with the other side's advisers when required.

Representative engagement

A buy-side client agreed heads of terms on an acquisition financed partly by a senior lender and underwritten by a specialist insurer. The transaction structure changed close to completion, which meant revised financial information had to satisfy the lender, the insurer and the seller's advisers in parallel. The seller's accounting records were inconsistent and the seller's representatives were unable to provide clear explanations to some of our queries. We rebuilt numbers from primary records, challenged figures our client would be uncomfortable with, answered further rounds of queries from the underwriter, and worked through the final week of the timetable so the client could complete on schedule. The buyer proceeded on revised terms that reflected what the books actually showed.

Scope, timetable and what to expect from us

Most engagements start with a scoping call to understand the target, the deal structure and what concerns you most. We then propose a fixed scope of work. On smaller transactions a limited-scope review focused on two or three specific areas — quality of earnings, working capital, a particular customer concentration — is often more useful and cost effective than a full report. On larger or financed deals the scope reflects what the lender or insurer requires. We engage directly with the other side's advisers, push back on the data where needed, and give a clear view on what should change the price, the warranties or your post-completion plan. Our work is judgement-led: you get insight you can act on, not a long report that restates the obvious.

There is no fixed floor, but below a few hundred thousand pounds a full scope of work rarely makes commercial sense. On smaller deals we usually agree a limited-scope review focused on two or three specific risks — quality of earnings, customer concentration or a particular liability — rather than a general report. We will tell you up front whether the work being asked for is proportionate to the deal value and the price you are paying.
Yes. Most of our engagements are buy-side, but we regularly support sellers, particularly owner-managers preparing for an exit. That work involves getting the financial information into a state the buyer's advisers will accept, anticipating the queries they will raise, and responding to them once the data room is open. Doing this work properly before a buyer arrives tends to protect both the price and the timetable.
Yes, and we have done so repeatedly, including on insurer-backed deals where underwriting produced multiple late rounds of queries. Senior UK staff handle judgement and counterparty engagement; a back-office analytical team supports rapid data work. We will be honest at the scoping stage about what is achievable in the time available and what scope adjustments are needed if the timetable is unusually tight.
We expect to. On most transactions there is a corporate lawyer, sometimes tax counsel, sometimes a commercial or technical adviser. We have worked alongside Big 4 firms and City law firms on a number of transactions. Our role is to make sure the financial findings feed cleanly into the SPA, the disclosure letter and any warranty or indemnity position, rather than sitting in a separate report nobody reads.
Yes. Recent transactions include UK acquisitions by overseas buyers and acquisitions of overseas targets across Asia, Europe and the Middle East. Cross-border deals usually involve regulatory, structuring and reporting questions that sit outside FDD itself; we coordinate with local advisers where needed and keep the financial workstream aligned with the legal and tax workstreams running in parallel.
It is the situation in which FDD earns its fee. We have worked on transactions where the seller's records were inconsistent, where the seller's representatives were uncooperative, and where trading numbers had to be rebuilt from primary records. The work takes longer and the scope reflects that, but it is not unusual and it is not a reason to pull out of a deal that otherwise makes sense.
Where it is warranted, yes. If a disclosure in the data room misrepresents the financial position, or a buyer's adviser is mischaracterising your numbers on a sell-side engagement, we will say so directly to them. The point of independent advice is to act on it, not to soften it.

How to start a conversation

If you are acquiring a business or asset and require financial due diligence, provide us with an outline of the deal — target, sector, indicative size, expected timetable, and whether a lender or insurer is involved. We will come back with a proposed scope and a fee. Call us on 020 8554 2135, email info@visionconsulting.co.uk or simply use the contact form on our site.