Transaction &
Deal Scrutiny
Before you sign, know what you are buying. We provide independent financial analysis on acquisitions, mergers and management buyouts. Identify the risks your advisors missed before they become your problem.
Fixed fee report delivered within 10 working days of instruction
Know exactly what you are buying before you sign.
Most acquisitions are completed using the vendor's information and assumptions. We review independently, examining quality of earnings, working capital requirements and hidden liabilities before you commit. If there are problems in the data, we find them before they become your problem.
Review Your DealIndependent analysis before you commit.
Most business acquisitions are completed using the vendor's information and assumptions. We review independently, examining the financial position, quality of earnings, working capital requirements and hidden liabilities before you commit.
We examine the true earnings of the target business, stripping out one-off items, owner adjustments and non-recurring revenue to identify the real underlying profit position.
We assess the working capital cycle, normalise seasonal fluctuations and identify the true capital requirements of the business under your ownership, not the vendor's presentation.
Contingent liabilities, undisclosed obligations, deferred tax exposures and off-balance-sheet commitments that standard due diligence often misses. We find them before you sign.
We review the proposed deal structure for tax efficiency, risk allocation and alignment with your long-term objectives, ensuring the structure works for you, not the vendor.
Independent.
Before you commit.
We review vendor-provided financials independently, identify adjustments to stated earnings, assess working capital normalisation and identify contingent liabilities that may not be disclosed.
Independent review of vendor-supplied accounts, management information and financial projections. We identify misrepresentations and unverifiable assumptions.
Adjustment of stated EBITDA for non-recurring items, related-party transactions and accounting policy choices that inflate the headline profit figure.
Systematic identification of contingent and undisclosed liabilities, tax, legal, contractual and regulatory, that may not appear on the face of the accounts.
Written findings with specific risks quantified, adjustments to purchase price rationale and recommendations on deal structure or price renegotiation. Delivered within 10 working days.
Most deal post-mortems reveal the same thing: the financial risks were present in the data before exchange. The problem was not having someone look for them.
Deal scrutiny questions answered.
Deal scrutiny is an independent financial review of a target business before you commit to an acquisition. It covers the quality of the earnings being reported, the working capital profile of the business, identification of undisclosed or contingent liabilities and an assessment of the deal structure. We review the vendor's financial information, management accounts, statutory accounts, projections and key contracts, and produce a written report identifying material risks, adjustments to stated earnings and any factors that should influence the purchase price or deal terms. The work is financial in nature; it complements but does not replace legal due diligence.
Legal due diligence reviews contracts, ownership, employment, intellectual property and legal obligations. It does not typically involve a deep interrogation of the financial statements. Financial due diligence, what we provide, focuses entirely on the numbers: are the profits real, are they recurring, is the working capital presentation accurate, and what liabilities are not shown on the balance sheet. The two disciplines are complementary. Many buyers instruct legal due diligence as standard but skip independent financial review, which is where most deal losses originate. Engaging both is the complete picture.
The right time to instruct is after heads of terms have been agreed and before exchange of contracts. At this stage, you have enough information to conduct a meaningful review and there is still time to use the findings to renegotiate terms, adjust the price or walk away if necessary. Instructing after exchange leaves you with warranty claims as the only remedy, which is costly and uncertain. If you are in an MBO, early instruction is particularly important as management teams are often working with limited information about the full financial position of the business they are buying.
The report opens with an executive summary of the key findings and overall risk assessment. It then covers adjusted earnings (normalised EBITDA with each adjustment explained), working capital analysis with a recommended completion mechanism, identified liabilities not reflected in the stated accounts, and deal structure observations. Each identified risk is quantified where possible and rated by materiality. The report concludes with specific recommendations, whether that is a price adjustment, an additional warranty, a deferred consideration arrangement or, in some cases, a recommendation not to proceed. It is written to be shared with your solicitors and lenders.
We work on a fixed fee basis, agreed at the point of instruction, with no hourly billing and no scope creep charges. The fee is determined by the size and complexity of the transaction, the volume of financial information available and the timeline required. We provide a fixed fee quote within 24 hours of receiving the relevant information memorandum or accounts. The report is delivered within 10 working days of instruction. Most buyers find the fee is recovered many times over through price renegotiation or risk mitigation alone, the value is in what we find, not what we charge.
Other practice areas you may need.
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The five recurring patterns that flag a target company as higher-risk during pre-investment due diligence, what each one signals, and how forensic accountants test for them.
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A practical guide to the revenue, complexity and decision-load thresholds at which an owner-managed business stops outgrowing its finance function and needs CFO-level capability.
Whether it's tax, CFO
or strategic finance.
Whether you are seeking tax optimisation, CFO advisory or strategic finance support, we respond promptly and work with precision. No junior gatekeepers. You speak directly to Bharat Varsani FCCA.
19-21 Westfield Lane
Harrow, London HA3 9ED