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DUE DILIGENCE

Financial Due Diligence for Acquisitions and Investments

Financial due diligence examines the financial realities and risks behind a proposed acquisition, investment or partnership. NMS Consulting reviews earnings quality, net debt, working capital, cash generation and relevant commercial factors to support informed transaction decisions.

Financial due diligence review of corporate reporting documents

WHEN TO CONSIDER

When to Consider Financial Due Diligence Services

Published accounts alone may not reveal every issue relevant to a transaction. A detailed review becomes critical when:

  • You are considering the purchase of a business or a significant shareholding.
  • Historical EBITDA may be distorted by non-recurring income or expenses.
  • Net debt, debt-like obligations or normal working capital are unclear.
  • Customer concentration, collectability or supplier dependencies could affect future earnings.
  • Commercial contract protections require financially supported risk findings.
  • Published accounts alone may not reveal every issue relevant to a transaction. A detailed review becomes critical when:

ADVISORY FOCUS

Key Advisory Priorities

We adapt our approach to the organisation's objectives, available information and the proposed transaction or strategic decision.

Financial due diligence and quality of earnings

Assess reported profitability against recurring operating performance. Review exceptional items, related-party transactions, accounting policies and movements in cash conversion.

Net debt and normalised working capital

Analyse borrowings, cash, contingent and debt-like items alongside receivables, inventory and trade payables. Estimate the normal level of working capital and potential transaction adjustments.

Commercial and operating risk analysis

Consider revenue sustainability, customer and supplier concentration, market exposure, operations and management dependence. Coordinate legal and tax reviews with appropriate specialists when required.

SCOPE OF SERVICES

Scope of Services

Individual workstreams and the level of analysis are agreed in advance. A mandate may include:

Quality of earnings (QoE)

Analyse sustainable EBITDA, non-recurring items and factors affecting the reliability of reported performance.

Net debt and debt-like items

Identify financial debt, cash equivalents, liabilities and adjustments potentially relevant to purchase price.

Working capital review

Assess collection cycles, stock levels, trade payment practices, seasonality and normal working capital requirements.

Transaction issues and actions

Summarise findings, quantify material exposures where feasible and identify matters for negotiations, documentation or completion.

KEY DELIVERABLES

Typical Deliverables

The following outputs may be prepared according to the agreed project scope:

  • Financial due diligence report with scope and principal findings
  • Quality-of-earnings adjustments and normalised EBITDA bridge
  • Net debt, cash and debt-like item analysis
  • Working capital assessment and potential normalisation adjustments
  • Financial and commercial risk matrix with priorities
  • Open-items register and proposed pre-closing follow-up
Due Diligence Nedir? | NMS Consulting

HOW WE WORK

Our Approach: Four Stages

01

Scope the review

Agree transaction objectives, materiality, timeline, information requirements and workstreams.

02

Review the evidence

Examine financial records, supporting schedules, management explanations and operating indicators.

03

Quantify key findings

Analyse earnings quality, net debt, working capital and material value or completion risks.

04

Report and follow up

Present findings, unresolved issues and potential implications for commercial negotiations and closing.

KEY CONCEPT

How does due diligence differ from a financial statement audit?

A statutory financial statement audit aims to express an opinion under the applicable audit framework on whether the financial statements meet the required reporting criteria. Transaction due diligence is usually tailored to buyer or investor objectives and focuses on commercial risks, earnings sustainability, working capital and price-sensitive findings. It is not a substitute for an audit, and the depth of work depends on the agreed scope and information availability.

Strategic Perspective

  • A statutory financial statement audit aims to express an opinion under the applicable audit framework on whether the financial statements meet the required reporting criteria.
  • Transaction due diligence is usually tailored to buyer or investor objectives and focuses on commercial risks, earnings sustainability, working capital and price-sensitive findings.
  • It is not a substitute for an audit, and the depth of work depends on the agreed scope and information availability.
  • Review the business rationale, commercial implications and transaction-specific risks.

Financial and Governance Perspective

  • Review the business rationale, commercial implications and transaction-specific risks.
  • Review the business rationale, commercial implications and transaction-specific risks.
  • Review the business rationale, commercial implications and transaction-specific risks.
  • Review the business rationale, commercial implications and transaction-specific risks.

Turning Due Diligence Findings into Transaction Decisions

The purpose of due diligence is not simply to produce a list of observations. Material findings should be assessed for their potential effect on value, funding needs, closing conditions or integration priorities. For example, a recurring working capital shortfall may be commercially different from an isolated reporting adjustment, even if both influence the transaction model.

Our review distinguishes information that can be verified from management estimates and unresolved questions. Where evidence is incomplete, limitations are documented rather than obscured. Buyers and investors can then decide which issues require further investigation, revised commercial terms, specialist advice or post-completion action.

  • Trace significant adjustments to supporting records where available.
  • Quantify exposures when the information supports a reasonable calculation.
  • Maintain an open-items list for matters not resolved before signing or closing.

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FREQUENTLY ASKED QUESTIONS

Questions About Financial Due Diligence

What is financial due diligence?

It is a transaction-focused review of financial performance, earnings quality, net debt, working capital and other material financial issues to support investment or acquisition decisions.

What is quality of earnings?

Quality-of-earnings analysis evaluates whether reported earnings are sustainable and identifies one-off, non-operating or otherwise unusual items that could distort recurring profitability.

Why does working capital matter in an acquisition?

Normal working capital levels affect the amount of cash required to operate the acquired business. Deviations from an agreed normalised level may influence price adjustments or closing negotiations.

When is due diligence carried out?

It often follows a preliminary offer or letter of intent and precedes binding completion, although the exact sequence varies by transaction and jurisdiction.

Does financial due diligence cover legal and tax risks?

Financial due diligence can identify issues requiring further expertise, but formal legal and tax due diligence is carried out or coordinated with suitably qualified specialists as required.

How does the advisory engagement begin?

An initial discussion identifies business objectives, information needs, intended decisions and the proposed scope of work.

Talk to Our Advisory Team

Share your business objectives, decision stage and preferred timetable. NMS Consulting can help identify a practical and proportionate advisory scope.

Independent reference: CFA Institute research and financial analysis resources — Visit official source ↗