Key takeaways
- Financial due diligence answers one question: is the business what the seller says it is — and what does that mean for price and terms?
- Quality of earnings, net debt and normalised working capital drive most price adjustments.
- Scope should follow the investment thesis and the biggest risks, not a generic checklist.
- Red flags are only useful if they are translated into price, warranties, indemnities or conditions.
What is financial due diligence?
Financial due diligence — known in Arabic practice as الفحص النافي للجهالة — is an independent investigation of a target company's financial position and performance, carried out for a buyer, investor or lender before a transaction. Unlike an audit, it does not end with an opinion on financial statements. It focuses on the specific issues that affect the value of the deal and the risks the buyer is taking on.
Typical scope
| Area | Key questions |
|---|---|
| Quality of earnings | Are reported profits sustainable? What are the one-off, non-recurring or non-operating items? What is normalised EBITDA? |
| Net debt | What debt and debt-like items exist — loans, overdue payables, provisions, deferred consideration, tax liabilities? |
| Working capital | What is a normal level of working capital? Is there seasonality or window-dressing before the transaction? |
| Revenue & customers | Concentration, contract terms, churn, pricing and revenue recognition policies. |
| Costs & margins | Cost structure, related-party costs, owner-related expenses and sustainability of margins. |
| Tax | Open years, inspection history, disputes and exposures that the buyer may inherit. |
| Forecasts | Are management's projections consistent with historical performance and the pipeline? |
The procedures
- Agree scope with the investor based on the investment thesis and key risks.
- Issue an information request list and access the data room.
- Analyse monthly management accounts, trial balances and audited statements, reconciling between them.
- Interview management and key finance staff.
- Prepare quality of earnings, net debt and working capital analyses.
- Report findings, quantify their impact and discuss them with the investor and legal advisers.
Red flags we look for
- Revenue recognised ahead of delivery or cash collection patterns that don't match sales
- Significant related-party transactions not at arm's length
- Unreconciled balances and suspense accounts
- Capitalised costs that should have been expensed
- Aged receivables without adequate provisions
- Unrecorded liabilities — tax, social insurance, end-of-service or legal claims
- Heavy reliance on a small number of customers or suppliers
How long does it take?
Typically between two and six weeks, depending on the size and complexity of the target and — above all — on how quickly reliable information is made available. Early engagement with the target's finance team saves significant time.
How ASA can help
We perform financial and tax due diligence for investors, acquirers and lenders, bringing audit-grade rigour and a practical focus on what affects value. For venture investors, we also help portfolio companies become due-diligence-ready before a funding round.
This article is for general information only and does not constitute professional advice. Thresholds, rates and procedures change — please contact us or refer to the latest official sources before acting.