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Commercial due diligence

Whether the business will still be there in three years.

At a glance

Activity Management Consultancy
Engagement Scoped mandate
Markets UAE · India · UK · US · Europe
Replies Two working days

What it is

“Financial diligence asks whether the numbers are true. Commercial diligence asks whether they will stay true.”

A principal, Kaelo Management Consultancy

Commercial due diligence asks a different question from financial diligence. Financial diligence establishes whether the numbers are true. Commercial diligence asks whether they will keep being true — whether the customers are loyal or merely present, whether the market position is defended by something, and whether the growth in the model has a mechanism behind it or is a line extended to the right.

What’s included

Four areas of scope
01

Customer concentration and quality

Not just the top-ten share, but tenure, contract basis, switching cost and who owns the relationship. A concentrated book held on personal relationships that leave with a founder is a materially different asset from the same book on multi-year contracts.

02

Whether the position is defended

Market share is an outcome. The question is what protects it: switching cost, regulatory position, distribution, genuine cost advantage — or nothing, in which case the margin is borrowed.

03

The growth mechanism

Growth assumptions need a mechanism. More salespeople is a mechanism. A market growing at some published rate is not — it is an assumption that the business will hold share while growing, which is the thing being tested.

04

Operational deliverability

Whether the operation can actually serve the plan. This is where an operator's read differs most from a purely analytical one, and where plans most often fail after the deal.

How the work runs

STEP 01

Scope

The questions that would change the decision.

STEP 02

Evidence

Customer, market and operational, weighted by what is decision-relevant.

STEP 03

Written view

Including what we could not establish and what would change our answer.

When to come to us

  1. 01 You are acquiring and the financial diligence is already under way.
  2. 02 A growth plan needs testing before it is funded.
  3. 03 You want an operator's read alongside an analyst's.

What we do not do

  • Financial or tax due diligence, valuation, or any opinion on price — all outside this licence.
  • Legal due diligence.
  • Recommending whether to transact. We provide the commercial view; the decision is yours.

Common questions

How is this different from financial due diligence?
Financial diligence establishes whether the reported numbers are accurate. Commercial diligence asks whether they are durable. Both are needed and they answer different questions.
Do you give a valuation?
No. Valuation and any opinion on price sit outside a management-consultancy licence. We give a commercial view on durability and deliverability.
Will you tell us to buy it?
No. We will tell you what we found, what we could not establish, and what would change our answer. The decision is yours and should be.
Begin

Send a brief. A principal reads it.

Written, considered replies within two working days.