Vendor Due Diligence · ICAEW · UK-wide

Due Diligence Preparation Services UK
Protect Your EBITDA Before The Buyer Arrives

ICAEW-led, Big Four-trained vendor due diligence preparation for UK SMEs, scale-ups and SaaS founders selling a business or raising growth capital.

Most UK deals are not lost in negotiation — they are repriced six weeks later in the data room. We build the quality of earnings, working capital peg, normalised EBITDA bridge and full vendor data room before the buyer's diligence team opens a single file. You keep the price you agreed at heads of terms.

ICAEW Chartered Big Four DD trained Fixed-fee engagements Partner-led
15+ yrs
UK M&A & transaction advisory
6–10 wks
Full VDD pack delivery
Partner-led
No junior handoffs

Trusted by UK founders preparing to sell or raise

SaaS & B2B Tech· Professional Services· E-commerce· Healthcare Services· Owner-Managed Groups

Why deals get repriced in due diligence

Buyers don't need a reason to walk away — they need a reason to pay full price.

Every gap in the data room, every undocumented EBITDA add-back, every unexplained working capital movement is grounds for a price chip. The good news: every one of them is preventable with proper vendor due diligence preparation.

Numbers that don't reconcile

Two versions of the same month, statutory accounts that differ from the management pack, or a revenue recognition policy that drifts mid-year. Buyers stop trusting every number on the page.

Add-backs with no paper trail

£200k of "one-off" costs without invoices, board minutes or vendor confirmations gets stripped out of EBITDA. On a 6× multiple, that's £1.2m off the price.

A disorganised data room

Missing customer contracts, no IP assignments, payroll files in three formats. Buyers in 2026 read a messy data room as a messy business — and price accordingly.

Working capital surprises at completion

The working capital peg is the most common mechanism used to reduce net proceeds after heads of terms. If you haven't modelled it, the buyer has — and their number wins.

What buyers test in the first two weeks

The six areas every UK financial due diligence covers

Whether it's a trade sale, PE-backed buy-and-build or a Series B raise, the financial diligence playbook is the same. We pre-empt every line of questioning.

01

Revenue quality & recognition

Consistent cut-offs, IFRS 15 / FRS 102 policy applied uniformly, deferred revenue reconciled to contracts and billing.

02

Normalised EBITDA bridge

Every add-back evidenced with invoice, board minute or vendor confirmation. The bridge from statutory to adjusted is the price.

03

Customer concentration

Top-10 cohort, churn analysis, contract length, change-of-control clauses, NPS evidence. Concentration >15% needs a narrative.

04

Working capital & cash conversion

12-month rolling WC, debtor ageing, creditor terms, deferred income, stock provisioning. Sets the completion peg.

05

Forecast credibility

Bottom-up build tied to pipeline, hiring plan and historicals. Every assumption defensible. No hockey sticks.

06

Tax, legal & IP compliance

VAT, PAYE, CT, R&D credits, EMI options, IP assignments, GDPR. Gaps here are deal-limiting on UK SME transactions.

Service scope

Our four vendor due diligence workstreams

Scoped individually or as a full vendor due diligence pack. Engagements are fixed-fee, partner-led and delivered to Big Four standards.

WORKSTREAM 01 · QUALITY OF EARNINGS

A defensible normalised EBITDA bridge

We rebuild 24–36 months of monthly P&L from your ledger, identify every legitimate normalisation (owner remuneration, one-offs, COVID/inflation distortions, accounting policy changes) and evidence each adjustment. The output is a buyer-ready quality of earnings schedule that survives challenge.

  • →✓ Monthly trended P&L (revenue → gross margin → EBITDA)
  • ✓ Add-back schedule with source evidence per line
  • ✓ Run-rate vs reported EBITDA reconciliation

EBITDA BRIDGE · ILLUSTRATIVE

Statutory EBITDA£1,420k
+ Owner remuneration adj.+ £180k
+ One-off legal (M&A)+ £62k
+ Policy change (capitalisation)+ £95k
– Run-rate hiring– £48k
Adjusted EBITDA£1,709k

WORKSTREAM 02 · WORKING CAPITAL PEG

You set the peg — not the buyer

A 12-month rolling working capital trend, seasonality overlay, deferred revenue analysis, debtor & creditor ageing and a proposed completion mechanism. Walk into negotiation with a defensible number, not a question.

  • ✓ 12-month rolling WC trend chart
  • ✓ Recommended peg with sensitivity bands
  • ✓ Cash-free / debt-free mechanism brief for lawyers

12-MONTH WC TREND · ILLUSTRATIVE

Recommended Peg£842k

WORKSTREAM 03 · DATA ROOM BUILD

A virtual data room buyers actually trust

Structured folder map across Financial, Commercial, Legal, Tax, HR, IP and Technical. Document index, version control, redaction protocol and staged access — so sensitive disclosures only land at the right moment in the deal.

  • ✓ 180+ item DD checklist tailored to your sector
  • ✓ Folder structure on your VDR of choice (Datasite, Intralinks, Ansarada)
  • ✓ Staged disclosure protocol & permissions matrix

DATA ROOM · TOP LEVEL

📁 01_Financial (42)
📁 02_Commercial (28)
📁 03_Legal_&_Corporate (31)
📁 04_Tax (19)
📁 05_HR_&_Payroll (22)
📁 06_IP_&_Technology (17)
📁 07_Operations (14)
📁 08_Q&A_Log live

WORKSTREAM 04 · LIVE BUYER Q&A

Between you and the buyer's diligence team

From heads of terms to exchange, we sit on the seller's side: triaging buyer questions, drafting numerical responses, controlling what gets disclosed when, and protecting the deal narrative. You stay focused on running the business.

  • ✓ Q&A log management on the VDR
  • ✓ Draft responses for founder review & sign-off
  • ✓ Management presentation rehearsal & Q&A coaching

Q&A LOG · WEEK 4

Q-041 · Revenue cohort detailAnswered
Q-042 · EMI options scheduleAnswered
Q-043 · WC peg rationaleIn draft
Q-044 · IP assignment chainQueued

How we work

A 90-day path from "we're thinking about selling" to "the data room is open"

01

WEEK 1–2

Readiness Gap Review

Diagnostic against the full UK DD checklist. Red/amber/green report with remediation plan.

02

WEEK 3–6

QofE & WC Build

Monthly P&L, normalised EBITDA bridge, 12-month working capital trend, recommended peg.

03

WEEK 7–10

Data Room Build

Folder structure, document collation, redactions, index. Loaded onto Datasite / Intralinks / Ansarada.

04

WEEK 11+

Live Deal Support

Q&A management, draft responses, MP rehearsal, exchange & completion support.

"By the time a buyer's finance team arrives, it is already too late to prepare. The businesses that protect their valuation in due diligence are the ones who built the data room before the first NDA was signed."

Kish Patel ACA, ICAEW Chartered Accountant and Due Diligence Adviser at Consult EFC

Kish Patel ACA

Founder, Consult EFC · ICAEW Chartered

Frequently asked

Due diligence preparation: your questions answered

What is due diligence preparation?
Due diligence preparation is everything a seller does before a buyer's finance team begins diligence: rebuilding monthly accounts, evidencing EBITDA add-backs, modelling the working capital peg, structuring the data room and pre-empting buyer questions. Done properly, it protects the headline valuation agreed at heads of terms.
Vendor vs buy-side due diligence — what's the difference?
Buy-side DD is commissioned by the acquirer to find risks and justify price chips. Vendor (sell-side) DD is commissioned by the seller to control the narrative, evidence the numbers and remove buyer grounds for repricing before they arrive. We do the vendor side.
When should I start due diligence preparation?
Three to six months before you expect a buyer's finance team. That window allows a clean 24–36 month quality of earnings, a defensible working capital peg and a fully populated data room without disrupting trading.
How much does vendor due diligence preparation cost in the UK?
Every engagement is scoped and quoted after a free 20-minute call. Fees are fixed and agreed up front — no time-and-materials surprises — and depend on transaction size, complexity and the workstreams required. Request a quote via the form above and we'll come back within 24 hours with an indicative fixed fee.
What is a Quality of Earnings (QofE) report?
A QofE report converts statutory or management accounts into a normalised monthly EBITDA trend with every add-back documented and evidenced. It is the single most important document in a UK SME sale — buyers price the business off this number, not your filed accounts.
What is the working capital peg and why does it matter?
The "normal" level of working capital the business is expected to deliver at completion. Anything below it reduces the cash you receive, pound-for-pound. Most sellers underestimate the peg because they have not modelled seasonality, deferred revenue or stock provisioning. We build the peg before the buyer does.
How long does a full vendor due diligence engagement take?
6–10 weeks of elapsed time, with two to three weeks of focused founder input. Readiness reviews complete in two weeks.
Do I need a formal VDD report on a sub-£10m deal?
Not always a formal VDD report — but always vendor-led preparation. On sub-£10m deals a "fact book" style pack plus a clean data room and a defensible EBITDA bridge usually outperforms a heavyweight VDD report and costs a fraction.
Will you work alongside our M&A advisor or corporate finance broker?
Yes. We sit on the seller's side as the financial preparation lead, working in parallel with your M&A advisor, lawyers and tax adviser. We do not compete with corporate finance — we make their job easier.
Can you prepare due diligence for a fundraise rather than a sale?
Yes. Series A, B and growth equity investors run the same financial diligence as trade buyers, often tighter. We prepare the same QofE, cohort analysis, unit economics and data room for institutional fundraises.
Are you ICAEW regulated?
Yes. Consult EFC is led by Kish Patel ACA, an ICAEW Chartered Accountant with Big Four deal advisory training. Every engagement is partner-led — you do not get handed to a junior team.
Do you work outside London?
Yes — Consult EFC delivers due diligence preparation UK-wide. We work remotely with on-site sessions in London, Manchester, Birmingham, Leeds, Bristol and Edinburgh as required.
What sectors do you cover?
SaaS & B2B technology, professional services, e-commerce, healthcare services, light manufacturing and owner-managed groups. We don't work in regulated banking, insurance underwriting or oil & gas.
What happens if issues are found during the readiness review?
That's the point of doing it early. We flag every issue a buyer would find, score it by deal impact and give you a remediation plan with timelines. Most issues are fixable in 60–90 days when you control the timetable.

Related reading on consultefc.com: Business Valuation UK · Financial Modelling Services · Fractional CFO Services · EBITDA Multiples by Industry UK

Ready to start?

Protect your valuation before the buyer arrives.

Book a free 20-minute call. We'll tell you exactly where you stand, what's missing, and what we'd do in the next 90 days. No obligation, no jargon.