A target's financials only tell part of the story. Commercial due diligence answers the question financial statements can't: is the market, the competitive position and the customer base strong enough to support the investment thesis you're paying for? We assess market, competition, customers and revenue quality independently, before you commit capital.
We independently size and assess the market a target operates in, testing the assumptions behind the investment case rather than accepting management's or the seller's framing.
Independent TAM/SAM sizing, tested against real deal and industry data.
Growth trajectory and the structural drivers behind it, versus optimistic management projections.
Fragmentation, consolidation trends, and where the target sits within the value chain.
Regulatory, technology and demand shifts that could support or undermine the plan over the hold period.
A candid verdict on whether this is a market worth being in, and worth paying a premium for.
Key competitors, market positioning, competitive advantages and market share where available – not just the target's own view of its competitive set.
Customer segments, concentration risk, retention patterns, and the real demand drivers behind revenue – often the single biggest source of post-acquisition disappointment.
Revenue drivers, pricing power, product/service mix, recurring revenue quality, and whether growth assumptions in the forecast are grounded in reality.
Management and forecast assumptions checked for internal consistency and against market reality – growth expectations rarely survive first contact with actual market data.
Structural shifts or contractions that could undermine the growth case.
New entrants, price competition, or substitute products eroding the target's position.
Concentration, churn, and dependency on relationships that may not survive a change of ownership.
Non-recurring revenue presented as recurring, or growth reliant on unsustainable pricing or discounting.
Sector-specific regulation, licensing changes or localisation requirements that could affect the plan.
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Commercial findings feed directly into the decisions that matter: whether to proceed at all, how the target should be valued, how the deal should be structured (earn-outs, warranties, holdbacks), what growth assumptions are defensible to an investment committee, and where the real negotiation leverage sits.
Commercial and financial due diligence are complementary, not interchangeable. Most serious acquisitions and institutional investments commission both, run in parallel.
Focuses primarily on:
Focuses primarily on:
Together, they answer the two questions every serious acquirer needs answered before signing: is the market and commercial position strong enough to justify the price (commercial), and are the historical numbers real and sustainable (financial)? Neither answers the other's question.
On every buy-side M&A mandate, commercial due diligence work starts well before a deal is signed – often before a target is even shortlisted.
Market and competitive read informs which targets are worth pursuing in the first place.
CDD either validates or breaks the strategic rationale for the acquisition.
Growth and risk findings feed directly into the multiple and methodology applied.
Documented commercial risk gives credible, evidence-based negotiation leverage.
Customer or market risk often translates into earn-outs, warranties or holdbacks.
A structured CDD report gives PE and corporate ICs a defensible, independent basis to approve or decline.
Common questions from buyers, investors and investment committees.
An independent assessment of a target's market, competitive position, customers and revenue sustainability, used to test whether the deal's investment thesis holds up.
CDD focuses on market, customers and competition; FDD focuses on historical financial performance and quality of earnings. They're commissioned together, not as alternatives.
Typically AED 20,000–100,000 depending on market complexity and research depth required. Fixed fee, agreed before work begins.
Ideally in parallel with FDD, after exclusivity and before the SPA is signed, while findings can still shape price and structure.
Yes – investment committees for minority stakes and growth rounds rely on CDD findings just as much as full acquirers.
Yes – customer concentration, growth assumptions and competitive threats regularly feed directly into valuation and negotiation.
Commercial due diligence (CDD) is an independent assessment of a target business's market, competitive position, customers and revenue sustainability, used by buyers and investors to test whether the investment thesis behind a deal actually holds up before they commit capital.
Commercial due diligence focuses on the market, customers, competition and commercial position, whether the business plan is realistic given the market it operates in. Financial due diligence focuses on historical financial performance, quality of earnings, working capital and net debt. They answer different questions and are typically commissioned together.
Our commercial due diligence fees typically range from AED 20,000 to AED 100,000 depending on market complexity, number of customer/competitor interviews required, and depth of primary research needed. All fees are fixed and agreed before work begins.
Ideally in parallel with financial due diligence, after exclusivity is agreed and before the SPA is signed, so market and commercial findings can still influence price, deal structure and negotiation.
Yes. Investment committees for minority stakes, growth equity and venture rounds use CDD findings just as heavily as full acquirers, since the market and customer risk is identical regardless of ownership percentage acquired.
Yes. Findings on customer concentration, market growth assumptions, or competitive threats regularly feed directly into valuation and negotiation, sometimes more significantly than financial adjustments alone.