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Vendor Due Diligence (VDD) – UAE & GCC

Sell-side commissioned due diligence that gets ahead of buyer questions before you go to market – quality of earnings, working capital, net debt, and UAE Corporate Tax exposure verified and packaged for bidders in advance, speeding up your process and protecting your negotiating position.

Vendor Due Diligence UAE Sell-Side VDD GCC Quality of Earnings Exit Readiness
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Getting ahead of buyer diligence

Rather than waiting for a buyer's financial due diligence to surface issues mid-negotiation, a vendor due diligence report identifies and addresses them proactively , before a bidder's advisors find them and use them as negotiation leverage against the asking price.

The same report is shared with all shortlisted bidders on a reliance basis, which accelerates every bidder's own due diligence process, reduces the number of duplicate advisor engagements, and shortens the path from indicative offer to signed SPA.

VDD is particularly valuable in competitive, multi-bidder processes where speed and certainty of close are what differentiate one offer from another , and in GCC mid-market sales where unaudited accounts and related-party activity are common enough that an independent, pre-verified financial pack materially increases buyer confidence.

VDD Workstreams

What Our Vendor Due Diligence Covers – In Full

01

Quality of Earnings (QoE)

Reported EBITDA bridged to normalised EBITDA before bidders ask – every non-recurring item, owner adjustment, and related-party distortion identified and documented with supporting evidence.

02

Working Capital Normalisation

A defensible normalised working capital peg established ahead of the SPA negotiation, with seasonality, receivables ageing, and inventory obsolescence addressed before a buyer raises them.

03

Net Debt & Debt-Like Items

Full net debt schedule including EOSB gratuity liabilities, IFRS 16 lease obligations, and contingent liabilities – disclosed proactively so it cannot be used to re-trade the price post-signing.

04

UAE Corporate Tax & VAT Readiness

CT registration status, free zone qualifying income classification, transfer pricing exposure, and VAT/FTA audit history reviewed and remediated ahead of buyer tax due diligence.

05

Red-Flag Remediation Plan

Every issue identified is paired with a remediation recommendation and, where practical, fixed before the data room opens – rather than disclosed as an open item for bidders to price against you.

06

Reliance-Ready Reporting

Reports structured so shortlisted bidders and their financing banks can rely on the findings directly under a reliance letter – removing the need for each bidder to commission a duplicate FDD.

Engagement Process

How a Corvian VDD Engagement Runs

01
Scoping & Structuring Call
We understand the transaction, timeline, and buyer universe, and agree the workstreams, legal entities in scope, and fixed fee before work begins.
02
Financial & Tax Data Review
Historical financials, working capital cycles, net debt items, and UAE CT/VAT position reviewed against the standard six FDD workstreams.
03
Red-Flag Identification & Remediation
Issues are surfaced early and, wherever practical, corrected or contextualised before the data room opens to bidders.
04
Reliance-Ready Report
Final VDD report drafted for direct reliance by shortlisted bidders and their financing banks, subject to a reliance letter.
05
Bidder Q&A Support
We remain available through exclusivity and confirmatory diligence to answer bidder and lender follow-up questions on the report.
VDD vs FDD

Vendor Due Diligence vs. Buy-Side FDD

DimensionVendor Due DiligenceBuy-Side FDD
Commissioned bySeller, before going to marketBuyer, post-LOI and pre-SPA
PurposeIdentify and fix issues before bidders find themIndependently verify the target's numbers
Shared withAll shortlisted bidders, on a reliance basisThe commissioning buyer only
Effect on processShortens the sale, reduces duplicate advisor cost across biddersConfirms the buyer's own price and structure
Effect on priceProtects the asking price by removing negotiation ammunitionMay reduce price if issues are found
In Practice

Vendor Due Diligence Case Studies

Dubai Logistics Group , Competitive Multi-Bidder Sale

A Dubai-based logistics operator preparing for a competitive sale process engaged Corvian to prepare a VDD report covering QoE, working capital, and UAE CT exposure across three legal entities ahead of launching to five shortlisted bidders.

Outcome: sale process shortened by an estimated 4 weeks; no material re-trade requested by the winning bidder.

Abu Dhabi Healthcare Platform , PE Exit

Ahead of a PE-backed exit, Corvian prepared a reliance-ready VDD report identifying EOSB and IFRS 16 lease exposures the sponsor had not previously quantified, allowing them to be addressed before bidder due diligence began.

Outcome: net debt exposure disclosed proactively removed as a negotiation point; deal closed at the original headline multiple.
Fees

Vendor Due Diligence Fees – Fixed, Agreed Up Front

Single-Entity VDD
AED 20,000–35,000

One legal entity, standard QoE, working capital, and net debt scope for a straightforward sale process.

Multi-Entity VDD
AED 35,000–50,000

Multiple UAE or GCC legal entities, full UAE CT and VAT workstream, reliance-ready reporting for multi-bidder processes.

Complex / Group VDD
AED 50,000–65,000

Group structures across multiple GCC jurisdictions, cross-border tax exposure, and PE sponsor exit reporting.

Vendor Due Diligence – Common Questions

What is vendor due diligence (VDD)?
An independent financial, tax, and operational review commissioned by the seller before a business goes to market , verifying quality of earnings, working capital, net debt, and tax exposures ahead of time, then shared with bidders as a credible, pre-verified pack.
What is the difference between buy-side FDD and vendor due diligence?
Buy-side FDD is commissioned by the acquirer to verify the target before signing. VDD is commissioned by the seller before going to market – issues are found and fixed early, bidders receive a pre-verified pack, the process shortens, and the asking price is protected.
When should I commission vendor due diligence?
Ideally 6–8 weeks before launching a competitive sale process, so the report is complete and ready to share with shortlisted bidders as soon as they enter data room access.
Does VDD replace buyer-side diligence?
Not entirely , buyers typically still conduct confirmatory diligence, but a well-prepared, reliance-capable VDD report significantly narrows the scope and duration and reduces buyer queries.
How much does vendor due diligence cost in the UAE?
Corvian Advisory VDD engagements range from AED 20,000 to AED 65,000 depending on transaction size, number of legal entities, and whether UAE CT and VAT workstreams are in scope. Fees are fixed and agreed before work begins.
Can bidders rely on a Corvian VDD report?
Yes. Reports are prepared on a reliance basis so shortlisted bidders and their financing banks can rely on the findings directly, subject to a reliance letter – removing the need for each bidder to commission a duplicate FDD.
What does a VDD report cover?
Quality of earnings and EBITDA normalisation, working capital analysis, a full net debt schedule (including EOSB and IFRS 16 leases), UAE Corporate Tax and VAT exposure review, and a red-flag remediation plan.
How long does a VDD engagement take?
A standard vendor due diligence engagement takes 3 to 6 weeks depending on the number of legal entities, record quality, and whether UAE CT/VAT remediation is required before the report is finalised.

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