IWhen clients call
Services / 04 — Deals & transaction advisory
The deal that fails is usually the one where nobody looked closely enough, early enough.
Financial, tax and commercial due diligence, business valuations, transaction structuring and completion support — for buyers, sellers and investors in Pakistan and the Gulf.
Most transaction problems are not concealed. They are simply not looked for, because the timeline is tight and the relationship is friendly at the point diligence needs to be unfriendly. We report what we find, on a timeline that respects the deal, and we tell you before signature rather than after.
Signing in weeks, not months?
A compressed timeline changes how diligence should be scoped — it does not mean skipping it. Tell us the timeline and we will tell you what is realistic within it, and what is deliberately not being tested.
We are buying a business and need to know what we are actually buying.
Financial, tax and commercial due diligence before the price is fixed — not as a formality after it.
We are selling, and want to know what a buyer will find first.
Vendor due diligence surfaces problems while you still control the timeline and the narrative around them.
An investor wants numbers in a form we do not currently have them in.
Financial statements re-presented and tested to the standard a diligence process expects.
We need a valuation for a shareholder exit, dispute or restructuring.
Independent valuation is a different exercise from agreeing a price with a counterparty across a table.
The deal has to close in weeks, not months.
Scope calibrated to the timeline, with the highest-risk areas covered first and the gaps made explicit.
We are bringing in an investor for a minority stake.
Structuring that protects control while making the round genuinely attractive to the investor.
Two family-owned businesses are merging.
Combining businesses that have never been tested against a common standard raises its own diligence questions.
The deal closed and the completion accounts are now disputed.
Working capital and completion mechanisms interpreted the way they were drafted — not the way either side now wishes they had been.
IIWhat we do
Scope of the transaction practice
Financial input into a deal from first look to completion, coordinated with your legal counsel rather than in place of it.
01
Financial due diligence
Testing whether the numbers presented are the numbers that exist.
- Quality of earnings analysis
- Net debt and working capital assessment
- Historical trading review
- Related-party transaction review
- Off-balance-sheet exposure identification
- Management information reliability testing
02
Tax due diligence
What liabilities transfer with the company, and what is genuinely being warranted away.
- Income tax and withholding exposure review
- Sales tax and FBR compliance history
- Transfer pricing exposure
- Tax attribute verification — losses and credits
- Historical assessment and litigation review
- Cross-border and permanent establishment exposure
03
Commercial and operational due diligence
Whether the business performs the way its numbers suggest it does.
- Customer and revenue concentration analysis
- Contract and key-relationship review
- Operational capacity assessment
- Management and key-person dependency review
04
Business valuation
Independent of the negotiation, built to be defensible under challenge.
- Discounted cash flow valuations
- Market and comparable transaction approaches
- Net asset valuations
- Valuations for shareholder exit, dispute and restructuring
- Purchase price allocation under IFRS 3
05
Transaction structuring
Structure decided before price is agreed, not fitted around it afterwards.
- Share purchase vs. asset purchase analysis
- Tax-efficient structuring
- Cross-border structuring for Gulf and international investors
- Earn-out and deferred consideration mechanics
06
Sale and purchase agreement support
Financial input into the commercial terms; legal drafting sits with your counsel.
- Diligence findings translated into warranties and indemnities
- Completion mechanism design — locked box vs. completion accounts
- Working capital target setting
- Coordination with legal counsel through negotiation
07
Completion accounts and adjustments
Where deals most often get disputed after signature.
- Completion accounts preparation and review
- Working capital adjustment calculation
- Earn-out calculation and verification
- Post-completion dispute support
08
Post-deal support
The integration questions that surface once the deal is actually done.
- Opening balance sheet preparation
- Finance function integration
- Synergy tracking support
- First post-acquisition audit coordination
IIIWhat each workstream answers
Four types of diligence, and none of them substitutes for another
"We had diligence done" usually means one of these was covered well and the others were assumed.
| Type | What it answers |
|---|---|
| Financial due diligence | Is the financial position what it is presented to be, and is it sustainable — not just accurate on the day it was measured. |
| Tax due diligence | What liabilities transfer with the company, whether they are properly disclosed, and whether the warranties actually cover them. |
| Commercial due diligence | Does the business perform the way its numbers suggest — customer concentration, contract durability and management dependency tested against the plan. |
| Legal due diligence | Handled by your legal counsel. We coordinate our findings with theirs so nothing falls in the gap between the two workstreams. |
We are not a law firm and do not perform legal due diligence ourselves — where a finding needs contractual or title review, it goes to your counsel with our financial analysis attached.
Which side of the deal, stated plainly
Advising both the buyer and the seller on the same transaction creates a conflict our Code of Ethics does not allow, regardless of how the fee is structured. We act for one side of a deal, and we say so before we are engaged.
Where we are the statutory auditor for a party to the transaction, valuation and diligence work for that same party can create a self-review threat under the ICAP Code of Ethics — for public interest entities, this work is provided only to non-audit clients. We will tell you which side of that line your engagement falls on before we quote, rather than after you have engaged us.
IVHow we work on transactions
Six things that make diligence findings hold up
01
We report what we find, not what makes the deal work
Our job is to tell you what is there. Whether the deal still makes sense with that information is your decision to make — not ours to make for you by shading a report.
02
Findings are escalated as they surface
A material issue reaches you the week it is found, not batched into a report delivered at the end of the timeline when there is less room to react to it.
03
Scope is calibrated to the timeline, not the other way round
A two-week close means the highest-risk areas get covered first, and everyone agrees explicitly on what is deliberately not being tested.
04
Local and cross-border coordinated from one team
Pakistan tax and company law expertise sits alongside the team advising on Gulf and cross-border structuring, so a transaction spanning both isn't handed between two disconnected advisers.
05
Findings are written to be used
Reports are structured so the negotiation can lift warranties, indemnities and price adjustments directly from them, not translate a narrative into legal language after the fact.
06
We hand off to legal counsel, not around them
We are not a law firm. Where a finding needs contractual drafting, it goes to your counsel with the financial analysis attached — not a redraft attempt of our own.
These are the firm's controls applied to transaction work specifically. The full set, applied to every engagement of any type, is published.
VHow a deal gets done
Three ways a transaction gets structured
The route chosen changes what transfers, what the warranties need to cover, and what completion actually looks like.
Route 01
Share purchase
The buyer acquires the company itself, including its full history.
- Typically used for
- Acquiring the whole business, including contracts and licences that would be costly to re-establish
- What transfers
- Everything — assets, liabilities, contracts, and anything diligence did not find
- Watch for
- Warranties and indemnities carry more weight, because undisclosed liabilities transfer with the shares
Route 02
Asset purchase
The buyer acquires specific assets or a division, leaving unwanted liabilities behind.
- Typically used for
- Acquiring a division, product line or asset set without inheriting the whole entity's history
- What transfers
- Only what is scheduled — contracts, employees and licences may need separate transfer or consent
- Watch for
- Third-party consents and novations can move slower than the deal timeline assumes
Route 03
New investment or JV
Growth capital or a strategic partner is introduced without a full sale.
- Typically used for
- Bringing in a minority investor or forming a joint venture around a specific opportunity
- What transfers
- Nothing changes hands — new capital or a new shareholder is introduced into the existing structure
- Watch for
- Minority protections and governance terms matter more than the headline valuation once the round has closed
The right structure changes the tax position, what the warranties need to cover, and what completion looks like — we help decide it before terms are agreed, not after signature.
VICommon questions
Questions we are asked
Can you act for both the buyer and the seller?
No. Advising both sides of the same transaction creates a conflict our Code of Ethics does not allow. We act for one side, and we tell you which side we are able to take before we are engaged — including where our audit relationships on either side of the deal rule us out entirely.
How long does due diligence take?
It depends on the scope agreed and how readily available the target's records are — a clean, well-documented business with a cooperative management team moves considerably faster than one reconstructing records mid-process. We give a realistic estimate once we know the scope and the timeline you are working to, rather than a standard figure that doesn't reflect either.
We are the seller — should we commission our own due diligence?
Often, yes. Vendor due diligence lets you find and address problems while you still control the timeline and the story around them, rather than discovering them for the first time in the buyer's report with the deal already under pressure.
Do you carry out legal due diligence?
No. We are not a law firm. We coordinate closely with your legal counsel so financial and legal findings are read together, but title, contract enforceability and litigation review sit with them.
Can the same firm value a business and later audit it?
Not always. Where we are the statutory auditor for a party to the deal, valuation work for that same party can create a self-review threat under the ICAP Code of Ethics — for public interest entities, this work is provided only to non-audit clients. We tell you where that boundary falls before we quote.
What happens if diligence finds something that could kill the deal?
We report it as soon as it is confirmed, with enough detail for you to assess it — we do not sit on findings until a final report. Whether to renegotiate, adjust structure or walk away is your decision; our job is to make sure you are making it with full information.
Can you help with a valuation for a dispute or shareholder exit, not a sale?
Yes. Independent valuation for a shareholder exit, family settlement or dispute is a different exercise from negotiating a transaction price, and we treat it as one — built to be defensible if it is later challenged or tested in a forum.
How is transaction work priced?
Diligence and valuation engagements are scoped and quoted once we understand the target, the timeline and what has already been done. Compressed timelines are priced to reflect the resourcing they require, agreed upfront rather than added after the fact.
Related
Where transaction work usually leads
Let's work together
Tell us where the deal is.
Exploring, in negotiation, or documents already on the table. A partner will tell you what's realistic within your timeline before anything is scoped.