Financial due diligence (FDD) in the UAE and GCC is an independent verification of an acquisition target's financial position conducted before deal close. It covers Quality of Earnings (QoE) – distinguishing recurring from one-off EBITDA – working capital normalisation, net debt and debt-like items (including UAE EOSB gratuity liabilities), UAE Corporate Tax (9%) compliance, VAT and WPS review, and related-party transaction analysis. Corvian Advisory delivers fixed-fee FDD reports from AED 20,000 in 3–6 weeks, accepted by PE investment committees, UAE banks, and Big 4 auditors.
Before you commit capital to any acquisition in the UAE, Saudi Arabia, Qatar, Kuwait, or anywhere across the GCC, you need an independent view of the numbers – not the seller's view. Corvian Advisory's financial due diligence (FDD) is led entirely by our senior CFA, CA and ACCA qualified team with 15+ years of combined Big 4 and top-tier consulting training. Every engagement is fixed fee, senior-led, and delivered to a standard that satisfies PE investment committees, UAE banks, and Big 4 auditors. No junior hand-offs. No hourly billing.
In the UAE and GCC mid-market, management accounts are frequently unaudited, owner remuneration is commingled with operating costs, related-party revenues obscure the true recurring base, and EOSB gratuity liabilities sit undisclosed off the balance sheet. The seller's Information Memorandum tells you the story they want you to believe.
Our financial due diligence tells you what the business actually earns – stripped of non-recurring items, accounting choices, and adjustments that disappear the moment you own the business. The normalised EBITDA from our Quality of Earnings report is the number you can actually value, negotiate, and build your investment case on.
"Our FDD identified AED 8M in EBITDA adjustments the seller's IM had completely obscured. The investment committee used our QoE report directly to renegotiate pricing and structure an earn-out. The engagement paid for itself many times over."
– Investment Director, UAE Private Equity Fund
Every FDD engagement at Corvian is led by our senior team – CFA, CA and ACCA qualified – not delegated to associates. You receive the work product of a senior team at a fraction of the cost of an equivalent Big 4 engagement.
The most expensive acquisition mistake in the GCC is discovering post-close what the financials chose not to disclose. FDD finds the EBITDA adjustments, the hidden liabilities, and the accounting choices before you sign, not after.
A well-constructed QoE report is your single most powerful negotiating tool. When your FDD identifies AED 3M in normalisation adjustments, you have a documented, credible basis to renegotiate price.
Our FDD reports are prepared to the standard expected by PE investment committees, UAE commercial banks financing acquisitions, and Big 4 auditors performing post-close work.
UAE Corporate Tax, EOSB, free zone qualifying income, WPS compliance, GOSI, Zakat, and cross-border transfer pricing are material in every GCC acquisition, and default scope in every Corvian FDD.
We quote a fixed fee for every engagement before any work begins. No hourly billing, no scope creep invoices, no surprise additions when the data room is larger than expected.
Financial due diligence is an independent investigation of a target's earnings, working capital, net debt, cash flow, and tax position – conducted for the buyer, before capital is committed. It answers one question: is what you are buying actually what you have been shown?
After the LOI is signed and exclusivity is agreed – and before the SPA is signed. The only window where findings still move price and terms.
Once the SPA is signed, undiscovered issues become the buyer's problem – a material exposure in a GCC mid-market of unaudited accounts.
Commissioned by the buyer – PE funds, family offices, strategic acquirers, search funds – to independently verify the target before signing.
Commissioned by the seller before going to market. Issues fixed early – before a bidder's advisors find them and use them against price.
Every FDD engagement covers these seven core workstreams as standard. Scope is documented in the engagement letter before work begins.
Bridge from reported to normalised EBITDA – identifying every non-recurring item, owner adjustment, and related-party distortion.
We verify the structural working capital requirement, identify seasonal distortions, and establish a defensible normalised peg for the SPA.
A complete net debt schedule including every debt-like item – EOSB, IFRS 16 leases, contingent liabilities – that affects your economic cost.
The UAE's 9% Corporate Tax regime creates material deal implications most buyers underestimate. We cover it as default scope.
Reported EBITDA and actual free cash flow are frequently very different in GCC businesses. We separate maintenance capex disguised as growth investment.
Endemic in UAE family-owned businesses. Revenue and cost allocations at non-arm's-length terms can materially distort stand-alone earnings.
We translate every material finding into a deal implication – a price adjustment, an earn-out structure, an escrow holdback, or a rep & warranty requirement – so your legal team can negotiate from a position of full financial understanding.
Most international FDD templates are built for Western deal markets. These are the items we cover as default scope – not extras.
A structured, five-stage process with a fixed timeline committed in the engagement letter. Every stage led by the same senior principal.
Every engagement produces a complete, decision-ready package – written for an investment committee, a credit committee, or a bank.
These are the most common material findings from our UAE and GCC FDD engagements. Every one affects deal price, structure, or completion certainty.
Illustrative FDD engagement scenarios based on the type of mandates we run across the UAE and GCC. Client details are strictly confidential in all cases.
Seller's IM presented EBITDA of AED 11.2M. Our QoE analysis identified AED 8M in normalisation adjustments – AED 3.2M above-market owner remuneration, AED 2.1M one-off revenue, AED 2.7M related-party lease income.
Disclosed net debt was AED 1.4M. Our schedule identified AED 4.8M unaccrued EOSB, AED 900K undisclosed shareholder loans, AED 850K excluded leases – total AED 6.55M.
KSA entity had not filed Zakat for three years – AED 9M accumulated liability, AED 1.4M GOSI underpayment, Saudisation non-compliance threatening government contracts.
The most common misconception in UAE M&A: "the business has audited accounts, so we don't need FDD." An audit and FDD serve completely different purposes.
| Dimension | Annual Audit | Financial Due Diligence |
|---|---|---|
| Primary Question | Prepared per IFRS/GAAP? | Are earnings sustainable post-acquisition? |
| Who It Serves | Management, shareholders, regulators | The acquirer, exclusively |
| EBITDA Normalisation | Not performed | Core deliverable, every add-back tested |
| EOSB Liability | May not be flagged | Full statutory calculation, always included |
| Deal Support | None – static report | Price negotiation, earn-out, escrow support |
FDD vs business valuation: a valuation estimates what the business is worth; FDD verifies the inputs the valuation depends on. See our business valuation services and commercial due diligence.
The purchase price mechanism decides how FDD findings become money. We support your legal team on both structures.
| Dimension | Locked Box | Completion Accounts |
|---|---|---|
| Price Fixed | At a historical balance sheet date, pre-signing | Adjusted post-close, based on actual balances |
| Certainty | High – price known at signing | Lower – final price known post-close |
| Best Suited To | Clean, stable businesses; competitive processes | Seasonal, volatile, or carve-out businesses |
In GCC deals, poorly defined working capital pegs and net debt schedules are among the most common sources of post-close disputes. Our FDD reports define both with the precision the SPA drafting requires.
We publish pricing because most advisory firms do not. Every engagement starts with a fixed-scope proposal – agreed before any work begins.
For UAE SME and single-entity targets with 2–3 years of data. Covers all seven core FDD workstreams.
Multi-entity groups, 3–5 years of financials, cross-border GCC entities, regulated sectors.
Combined financial and commercial due diligence run in parallel to compress the deal timeline.
"The FDD identified AED 8M in EBITDA adjustments the seller's IM had completely obscured. We renegotiated pricing and structured an earn-out that de-risked forward revenue assumptions."
"Corvian's FDD identified AED 6.5M in net debt the seller had not disclosed – EOSB, a reclassified shareholder loan, and lease liabilities. We adjusted the deal price accordingly."
"Corvian's UAE Corporate Tax coverage in the FDD was the most thorough we have seen – including from Big 4 firms. The report satisfied our bank's credit committee without additional queries."
An independent verification of an acquisition target's financial position. In the UAE it covers QoE, working capital, net debt and EOSB, UAE CT and VAT, WPS compliance, related-party transactions, and cash flow.
AED 20,000 to AED 80,000 depending on complexity, entities, and GCC-specific workstreams. All fixed and agreed before work begins.
A report bridging reported EBITDA to a normalised EBITDA an acquirer can value, documenting owner salary, related-party, and one-off adjustments.
3–6 weeks from commencement. Single-entity: 3–4 weeks. Multi-entity or cross-border: 4–6 weeks.
UAE Corporate Tax, EOSB, WPS, VAT/FTA exposure, free zone vs mainland. For KSA: Zakat, GOSI, Saudisation.
Yes – UAE, Saudi Arabia, Qatar, Kuwait, Bahrain, Oman, plus cross-border acquirers from India, UK, Singapore.
Yes. An audit verifies accounting compliance; FDD investigates whether earnings are sustainable post-acquisition, which audits do not test.
Yes – documented QoE adjustments give a credible basis. Clients regularly achieve 10–35% price reductions.
After the LOI is signed and exclusivity agreed, before the SPA – the only window findings can still move price and terms.
Buy-side verifies the target for the acquirer; VDD is commissioned by the seller to fix issues early and protect the asking price. See our vendor due diligence service.
A valuation estimates worth; FDD verifies the inputs – whether EBITDA is real, true net debt, and required working capital.
3–5 years of financials, trial balances, receivables/payables ageing, payroll/EOSB, bank/lease agreements, CT/VAT filings, related-party schedules.
Healthcare, technology/SaaS, logistics, F&B, consumer/retail, industrial, fintech, real estate – across UAE, KSA, Qatar, Kuwait, Bahrain, Oman, and cross-border.
Tell us about the target, the timeline, and the deal size. We'll give you a fixed-fee quote within 24 hours – no commitment required.
Financial due diligence (FDD) is an independent verification of an acquisition target's financial position. In the UAE it covers Quality of Earnings (QoE), working capital, net debt and EOSB, UAE Corporate Tax and VAT, WPS compliance, related-party transactions, cash flow, and capex.
Our FDD fees run from AED 20,000 to AED 80,000 depending on target complexity, years of financials reviewed, number of entities, and GCC-specific workstreams required. All fees are fixed and agreed before work begins.
A QoE report bridges from the seller's reported EBITDA to a normalised EBITDA an acquirer can use to value the business, documenting adjustments such as above-market owner salaries, related-party revenue, and one-off items presented as recurring.
A standard UAE FDD engagement takes 3–6 weeks from commencement to final report. Single-entity businesses: 3–4 weeks. Multi-entity or cross-border groups: 4–6 weeks.
UAE Corporate Tax, EOSB gratuity liability, WPS payroll compliance, VAT and FTA exposure, and free zone vs mainland structure implications. For KSA targets: Zakat, GOSI, and Saudisation.
Yes. We conduct FDD across all GCC markets, with Saudi Arabia scope including Zakat, GOSI, Saudisation levels, and Vision 2030 regulatory considerations, and support cross-border acquirers from India, the UK, and Singapore.
Yes. An audit verifies compliance with accounting standards; FDD investigates whether reported earnings are sustainable and recoverable post-acquisition, which an audit does not test.
Yes, a documented QoE report identifying normalisation adjustments gives a credible, evidence-based foundation to renegotiate price. Clients regularly achieve price reductions of 10–35% against the initial indicative offer.
After the Letter of Intent is signed and exclusivity agreed, and before the SPA is signed, the only window where findings can still change price, structure, and contractual protections.
Buy-side FDD is commissioned by the acquirer to verify the target before signing. Vendor due diligence (VDD) is commissioned by the seller before going to market to identify and fix issues early and protect the asking price.
A valuation estimates what the business is worth. FDD verifies the inputs any valuation depends on, whether EBITDA is real and recurring, true net debt, and required working capital.
Neither is universally better. A locked box fixes price at a historical date for speed and certainty; completion accounts adjust post-close for precision in seasonal or volatile businesses. FDD supports both.
Typically 3–5 years of audited financials and management accounts, trial balances, aged receivables/payables, inventory listings, payroll and EOSB calculations, bank facility and lease agreements, UAE CT/VAT filings, and related-party schedules.
Healthcare, technology and SaaS, logistics and distribution, F&B, consumer and retail, industrial and manufacturing, fintech, and real estate services, across UAE, Saudi Arabia, Qatar, Kuwait, Bahrain, and Oman, plus cross-border mandates.