TRANSACTION DUE DILIGENCE EXCELLENCE

Insight-Driven. Deal-Focused. Risk-Informed.

In today’s competitive and fast-paced transaction landscape, due diligence is more than a technical exercise — it’s a strategic enabler. Whether you’re acquiring, investing, divesting, or preparing for capital raising, a well-executed due diligence process gives you clarity on what you’re getting into, what could go wrong, and how to price, structure, and protect your position accordingly.

At FinApt, we deliver comprehensive, hands-on due diligence across all critical areas: financial, tax, commercial, legal, operational, and vendor. Our approach is built around real deal issues — not checklists. We highlight risks that affect valuation, uncover red flags before they surface post-close, and support better decision-making at every step of the transaction.

PROFESSIONAL DUE DILIGENCE SERVICES

Our holistic approach covers every critical aspect of your transaction to ensure no stone is left unturned.

Financial Due Diligence

In any transaction, reported earnings and balance sheet strength can be misleading. Financial due diligence enables investors, acquirers, and sellers to understand the true economic performance of a business. It validates whether EBITDA is sustainable, working capital is predictable, and the capital structure is clean — all of which directly impact pricing, SPA terms, and deal certainty.

What Typically Goes Wrong

Based on years of deal experience, these are the most frequent issues we uncover:

  • Earnings inflated by non-recurring items or inconsistent recognition policies
  • Working capital swings not accounted for in SPA adjustments
  • Off-balance-sheet exposures (e.g., related party debt, tax dues, employee accruals)
  • Disconnect between reported profitability and actual cash generation
  • Weak audit trail or lack of timely, reliable management reporting

What We Deliver

Our FDD is decision-focused — highlighting red flags, deal levers, and actionable insights:

  • Adjusted EBITDA analysis that reflects the underlying, recurring profitability
  • Normalized working capital review to set an appropriate target for closing
  • Net debt bridge capturing financial and quasi-debt obligations
  • Cash conversion assessment to evaluate earnings quality and reinvestment needs
  • Deal-aligned guidance for pricing mechanisms, SPA protections, and close adjustments

Tax Due Diligence

Tax exposures are among the most underestimated risks in M&A. A seemingly clean business can have legacy liabilities, filing gaps, or aggressive tax positions that surface after closing — often without recourse. Tax due diligence ensures the target’s historical compliance, current exposures, and structural risks are fully understood before the deal is signed.

What We Deliver

Our tax DD gives you a forward-looking view of risks that can materially impact the deal or post-close obligations:

  • Historical compliance checks across direct and indirect taxes
  • Identification of tax exposures and unrecorded liabilities
  • Review of group structures, intercompany transactions, and transfer pricing
  • Assessment of deferred tax positions and sustainability
  • Commentary on tax attributes (losses, credits) and impact on transaction structuring

What Typically Goes Wrong

  • Unreported or underpaid taxes from prior years (income tax, VAT, WHT, etc.)
  • Misclassified intercompany transactions or undocumented group charges
  • Deferred tax balances misstated or unrecognized
  • Use of tax holidays or exemptions without proper support
  • Compliance gaps in jurisdictions where the target operates

Commercial Due Diligence

Revenue growth and market share projections look impressive on paper — but how realistic are they? Commercial due diligence helps you assess whether the business model is scalable, the customer base is loyal, and the market assumptions are credible. It’s critical when you're investing based on future performance, not just past results.

What Typically Goes Wrong

  • Market size and growth overstated or based on outdated research
  • Customer churn or revenue concentration masked in topline trends
  • Weak competitive positioning with limited pricing power
  • Dependence on a few contracts or geographies without diversification
  • Expansion strategies based on invalidated assumptions

What We Deliver

Our CDD bridges strategy with commercial reality — validating whether the growth story stands up under scrutiny

  • Industry and market sizing, growth drivers, and competitive landscape
  • Revenue segmentation, customer churn, and concentration analysis
  • Benchmarking of pricing, margins, and market positioning
  • Review of commercial pipeline, channel risk, and scalability
  • Evaluation of assumptions in business plans and management forecasts

What Typically Goes Wrong

  • Missing corporate documentation or shareholding inconsistencies
  • Ongoing litigation or unresolved legal disputes
  • Undocumented or outdated key commercial agreements
  • Unclear IP ownership or improperly assigned rights
  • Regulatory non-compliance across jurisdictions or entities

What We Deliver

We work closely with legal counsel to identify deal-critical legal risks and red flags:

  • Review of corporate structure, shareholding, and board authority
  • Key contracts analysis (customers, suppliers, JVs, leases)
  • Litigation, regulatory penalties, and contingent liabilities review
  • IP and license validation across entities and markets
  • Governance and compliance assessment, including labor law exposures

Operational Due Diligence

Even when financials look solid, underlying operations can break the deal post-close. Operational due diligence helps acquirers understand whether the business can scale, integrate, or sustain its performance — especially in asset-heavy, people-intensive, or multi-site businesses.

What Typically Goes Wrong

  • Cost inefficiencies or process bottlenecks not visible in financials
  • Over-reliance on manual systems or legacy ERP infrastructure
  • Poor MIS and weak internal controls affecting decision-making
  • High dependency on a few key employees or informal practices
  • CapEx underinvestment masked by short-term profitability

What We Deliver

We assess how well the business is actually run — beyond the numbers:

  • End-to-end process review, including procurement, production, and service delivery
  • Technology and system capability assessment (ERP, reporting, controls)
  • Fixed asset utilization, maintenance policies, and CapEx planning
  • HR structure, retention, key person risk, and alignment with growth plans
  • Internal control gaps that may impact financial integrity or fraud risk

Vendor Due Diligence (Sell-side)

Why You Need It

When you’re preparing to sell, the last thing you want is for the buyer to uncover surprises that derail negotiations. Vendor due diligence puts you in control of the narrative, reduces deal friction, and helps preserve valuation — especially in competitive or time-bound processes.

What Typically Goes Wrong

  • Buyer delays due to incomplete or inconsistent information
  • Reactive Q&A leading to uncertainty or trust issues
  • Discovery of financial or tax issues late in the process
  • Misalignment between seller’s view of value and buyer’s findings
  • Excessive buyer scrutiny due to poor data room preparation

What We Deliver

Our VDD supports a smoother, faster exit — while positioning the asset credibly:

  • Independent diligence report with buyer-level analysis
  • Identification and resolution of red flags pre-market
  • Q&A preparation, data room curation, and process support
  • Alignment of financial, tax, legal, and operational narratives
  • SPA structuring input to reduce adjustment risks

Let’s Help You Close with Confidence

Whether you’re buying, selling, investing, or preparing for an exit, FinApt’s transaction due diligence specialists equip you with the insights needed to structure better deals and avoid costly surprises. We identify valuation-impacting risks, surface red flags early, and support confident decision-making across the transaction lifecycle.

Our due diligence insights are most effective when integrated with clear strategic and business planning, ensuring that transaction findings directly inform deal structure, capital allocation, and long-term execution priorities.

Speak to our Transaction Advisory team

to explore how our due diligence can support your next move.