Exit & M&A Advisory
Due Diligence
Preparation Services
When a buyer's accountants arrive in your data room, there is no second chance at a first impression. A disorganised set of books, missing contracts, or inconsistent revenue figures will cost you on price, timeline, or the deal itself.
Consult EFC prepares UK SMEs and SaaS companies for financial due diligence before the pressure begins. Led by Kishen Patel, ICAEW ACA — Big Four trained with investment banking deal experience — we build the data room, clean the numbers, and sit beside your management team through every buyer Q&A.
Get your free readiness assessment
Kish reviews every enquiry personally
Why Due Diligence Preparation Matters
The mistakes that kill deals
and chip valuations
Buyers and their accountants are specifically looking for reasons to reduce their offer price. An unprepared seller gives them ammunition on every page.
01
Disorganised or incomplete accounts
Gaps in monthly management accounts, inconsistent revenue recognition, or unexplained one-off items all create doubt in the buyer's mind — and doubt turns into price reduction requests.
02
Missing or unsigned contracts
Customer contracts, supplier agreements, and employment terms that are unsigned, expired, or absent represent deal risk. Buyers will use each one as leverage — or walk away from the transaction entirely.
03
Normalised EBITDA not clearly documented
Owners regularly take above-market salaries, mix personal and business costs, and include one-off charges in the P&L. Without a well-documented normalisation schedule, buyers will apply their own — and it will be more conservative than yours.
04
Unresolved tax positions
HMRC enquiries, unpaid PAYE or VAT, R&D credit claims under review, and unsubstantiated transfer pricing positions will all surface. Each one requires explanation — and potentially price adjustment or warranty indemnities.
05
SaaS metrics that do not reconcile
If your ARR, MRR, churn, NRR, and LTV figures cannot be traced directly back to statutory revenue, buyers will discount them entirely. Investor-grade SaaS metrics must be auditable from first principles.
06
Management team unprepared for Q&A
When buyers ask detailed questions and your management team are inconsistent in their answers — or visibly unprepared — it damages credibility. Every deal has a confidence dimension, not just a financial one.
Our Services
What Consult EFC delivers
Every engagement is led personally by Kishen Patel. No junior staff handling your transaction. No outsourced work. Your deal, your adviser, start to finish.
Financial Data Room Build
We build and populate your virtual data room to the standard professional buyers and their advisers expect. Every folder structured, every document labelled, every gap identified before they find it.
Accounts Review & Normalisation
We review three to five years of accounts, identify adjustments to EBITDA, and prepare a documented normalisation schedule that maximises the defensible earnings figure — before a buyer's accountants challenge it.
Working Capital Analysis
Working capital is one of the most commonly contested areas in M&A deals. We calculate a defensible normalised working capital position and prepare supporting analysis that protects you during completion account negotiations.
Vendor Due Diligence Report
A vendor due diligence (VDD) report, prepared by an ICAEW Chartered Accountant, gives buyers confidence in the numbers before they instruct their own accountants. It shortens the timeline and removes the asymmetry of information that drives price chips.
Due Diligence Q&A Management
We manage the full information request process with the buyer's financial advisers. Every question logged, every answer reviewed before it is sent. Your management team stay focused on running the business — not firefighting due diligence queries.
SaaS Metrics Audit
For SaaS businesses, we audit and reconcile every key metric — ARR, MRR, gross churn, net revenue retention, CAC, and LTV — back to statutory revenue. Investor-grade metrics that withstand scrutiny from VC and PE due diligence teams.
How It Works
From first call to deal-ready
in four clear steps
Readiness Assessment
A free 30-minute call with Kish to understand your business, your timeline, and the current state of your financial records. We identify the gaps and scope the work honestly.
Gap Analysis & Plan
We carry out a structured review of your accounts, contracts, and data. A written gap analysis is delivered within five working days, with a fixed-fee proposal and clear timeline.
Data Room Build
We build and populate the data room, clean the accounts, prepare the normalisation schedule, and resolve any issues identified in the gap analysis — all before a buyer enters.
Live Deal Support
When the process goes live, we manage buyer Q&A, review every information request, coach your management team, and coordinate with your solicitors and corporate broker through to completion.
Who We Work With
Built for founders and
owner-managers preparing to exit
Our due diligence preparation service is designed for business owners who are serious about achieving a clean transaction at full value — not managing the process alone.
We work with UK SMEs generating between £1m and £50m in revenue, SaaS companies at Series A and beyond, and owner-managed businesses approaching their first M&A transaction.
UK SMEs £1m–£50m Revenue
Owner-managed businesses approaching a trade sale, MBO, or private equity investment.
SaaS Founders (Seed to Series B)
Software companies preparing for VC investment, strategic acquisition, or a Series A raise.
PE-Backed Portfolio Companies
Businesses going through a secondary buyout, add-on acquisition, or refinancing process.
Acquirers & Buy-Side Teams
Businesses acquiring a target and needing independent financial due diligence carried out efficiently.
The Consult EFC Difference
Why ICAEW qualification
matters in due diligence
The Institute of Chartered Accountants in England and Wales (ICAEW) designation is widely recognised as the gold standard of accountancy in the UK. An ICAEW ACA is bound by rigorous ethical standards, continuing professional development requirements, and professional indemnity obligations.
In the context of due diligence, this matters. When a buyer's solicitors, bankers, or PE team review work prepared by an ICAEW Chartered Accountant, it carries a weight that a general finance consultant cannot match. It signals that the numbers have been prepared to a professional standard and are capable of withstanding scrutiny.
Kishen Patel trained at a Big Four firm and has investment banking transaction experience. He understands what the other side of the table is looking for — because he has sat there.
ICAEW Regulated
Bound by the ICAEW Code of Ethics and subject to professional disciplinary standards. Not a general finance consultant.
Big Four Methodology
Trained in the structured, process-driven approach to financial analysis that institutional investors and their advisers recognise and trust.
Personal Service, No Juniors
Kish leads every engagement. You will not be handed to a junior team member the moment you sign. Your deal, your adviser.
Common Questions
Frequently asked
questions
Every business and transaction is different. If you have a question that is not covered here, book a free call and we will give you a straight answer.
Free Readiness Assessment
Tell us about your
due diligence situation
Complete the form and we will review your enquiry personally. You will receive a response within one working day. No sales team. No automated replies. No obligation.
Kish Patel ACA
ICAEW Chartered Accountant • Founder, Consult EFC
"Every form submission goes directly to me. We will review every enquiry personally before responding. If your situation is urgent, say so and I will prioritise your call."
ICAEW Regulated
Bound by the ICAEW Code of Ethics. Professional indemnity insured. Your information is treated in strictest confidence.
No Automated Replies
You will hear from Kish directly, not a junior or a CRM system. Every reply is personal.
Response Within One Working Day
Urgent transactions accommodated. Mark your message as urgent and Kish will prioritise your call accordingly.
Fixed-Fee Engagement
No hourly billing surprises. You will know the full cost before any work begins. Scope agreed in writing.
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