MAD-01
Buy-Side Financial & Commercial Due Diligence
Forensic review of historical revenue quality, gross margins, customer churn, debtor aging, and contingent liabilities.
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PILLAR 02 // TRANSACTION ADVISORY & DUE DILIGENCE
Rigorous Buy-Side & Sell-Side Due Diligence, Quality of Earnings & Valuation Support
Reduce uncertainty before acquisitions, disposals, or private-equity investments. Wealth Matrix conducts independent financial and commercial due diligence, Quality of Earnings (QoE) reviews, valuation modeling, and transaction risk identification.
Buy-Side & Sell-Side Diligence
Quality of Earnings (QoE) Reviews
Enterprise Valuation Modeling
Transaction Risk Registers
PILLAR 02 // M&A & DUE DILIGENCE
QoE
Historical Earnings Normalization
DCF & Comp
Multi-Method Valuation Modeling
360°
Financial, Tax & Commercial Review
Strict NDA
Ring-Fenced Data Room Protocol
DE-RISKING HIGH-STAKES TRANSACTIONS
Uncovering Hidden Liabilities and Normalizing True Earnings Before You Commit Capital
Headline financial statements rarely tell the full story of an acquisition target. One-off revenue spikes, unrecorded tax exposures, related-party cost distortions, or under-provisioned working capital can erode transaction value overnight.
Wealth Matrix Limited provides composed, forensic buy-side and sell-side due diligence—working alongside your external legal counsel and statutory auditors to surface deal-breakers early and equip your negotiation team with defensible valuation evidence.
Audience Fit: Acquirers, Private Equity Funds, Family Offices & Selling Shareholders
Comprehensive Quality of Earnings (QoE), Working Capital & Tax Risk Discovery
Clear Distinction Between Transaction Due Diligence and Statutory Audit Opinions
M&A DUE DILIGENCE WAR ROOM // NAIROBI
EST. 2018
SIX DUE DILIGENCE & M&A WORKSTREAMS
Core Capabilities Across Buy-Side and Sell-Side Mandates
We tailor our transaction review to the specific risks and size of the target business or asset.
MAD-01
MAD-02
Quality of Earnings (QoE) & Working Capital
Normalizing reported EBITDA for non-recurring items, owner expenses, and accounting policy shifts, plus calculating the target working-capital peg.
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MAD-03
Sell-Side Vendor Readiness & VDR Setup
Preparing selling shareholders prior to buyer diligence: cleaning up financial schedules, resolving tax/secretarial gaps, and structuring the Virtual Data Room.
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MAD-04
Enterprise & Equity Valuation Support
Building Discounted Cash Flow (DCF), trading comparable, and precedent transaction models to establish a defensible valuation range.
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MAD-05
Tax & Statutory Exposure Coordination
Reviewing KRA ledger compliance, withholding tax, VAT, and BRS company register alignment in tandem with our Tax and Secretarial practices.
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MAD-06
Deal Structuring & Post-Transaction Planning
Supporting commercial SPA schedule reviews (price adjustment mechanisms, earn-outs) with legal counsel and planning 100-day post-merger financial integration.
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DILIGENCE PROCESS & SAFEGUARDS
Six Steps From Mandate Scoping to Closing Support
How we execute transaction reviews efficiently while protecting deal confidentiality.
MDP-01
Step 1: Conflict Check, NDA & Information Request
Clearing conflicts, executing bilateral NDAs, and issuing a tailored Due Diligence Information Request List (IRL).
STEP 01 // IRL
MDP-02
Step 2: Data Room Ingestion & Ledger Tie-Out
Reconciling management accounts to trial balances, bank statements, tax filings, and audited financial statements.
STEP 02 // TIE-OUT
MDP-03
Step 3: Management Q&A & Site/Commercial Review
Structured interviews with target CFO/management to test revenue assumptions, supplier terms, and operational dependencies.
STEP 03 // Q&A
MDP-04
Step 4: Red-Flag Flash Report
Early escalation of any material deal-breakers or critical tax/working-capital exposures before full report drafting.
STEP 04 // RED FLAGS
MDP-05
Step 5: Comprehensive Due Diligence & Valuation Report
Delivering the full written report, normalized EBITDA schedules, risk register, and valuation considerations to the Board.
STEP 05 // REPORT
MDP-06
Step 6: Commercial Negotiation & Closing Coordination
Working alongside your legal counsel to reflect diligence findings in purchase price adjustments, warranties, or indemnities.
STEP 06 // CLOSING
TRANSACTION DILIGENCE MATRIX
Deliverables, Scope & Statutory Boundaries
Overview of work products delivered under Pillar 02 engagements.
| Deliverable Code | Work Product | Core Analytical Contents | Primary Recipient | Professional Boundary |
|---|---|---|---|---|
| DD-01 | Red-Flag Due Diligence Memo | High-priority financial, tax, and commercial deal risks | Acquirer Board / IC | Advisory Review (Not Statutory Audit) |
| DD-02 | Full Financial Due Diligence Report | QoE EBITDA bridge, net debt, working capital peg & schedules | Buyer, PE Fund or Lender | Scoped to Engagement Letter |
| DD-03 | Vendor Readiness Pack (Sell-Side) | Cleaned data room index, financial pack & gap remediation | Selling Shareholders | Pre-Transaction Preparation |
| DD-04 | Valuation Analysis Dossier | DCF, multiples sensitivity matrix & enterprise-to-equity bridge | Board / Transaction Committee | Advisory Valuation Support |
| DD-05 | Audit-Readiness & Control Review | Trial balance reconciliation & internal control improvement plan | CFO & Audit Committee | Prepares for External CPA Audit |
ADVISORY KNOWLEDGE BASE
Frequently Asked Governance & Mandate Questions
Clear answers regarding scope, confidentiality, fees, and professional boundaries at Wealth Matrix Limited.
A statutory annual audit (performed by an external licensed CPA auditor) checks whether historical financial statements comply with IFRS. Financial Due Diligence is a forward- and backward-looking commercial investigation that normalizes true recurring earnings (QoE), analyzes customer/margin sustainability, calculates net debt and working-capital pegs, and identifies transaction-specific risks.
Yes. Our Sell-Side Vendor Readiness service identifies and fixes accounting, tax, and corporate secretarial gaps before buyers inspect your data room—protecting your valuation and preventing deal delays.
While your advocates draft the Share Purchase Agreement (SPA) and conduct legal title/litigation searches, our financial diligence findings directly inform the financial definitions (Net Debt, Working Capital), price-adjustment clauses, and tax indemnities in the SPA.
No review can eliminate all commercial risk, as findings depend on the completeness and truthfulness of records provided. However, structured due diligence substantially reduces blind spots and gives buyers clear negotiation leverage.
A focused Red-Flag review can be delivered in 2 to 3 weeks, while a comprehensive Financial, Tax & Commercial Due Diligence report typically takes 3 to 6 weeks.
Contact us via `/contact/` or `advisory@wealthmatrix.co.ke` with a non-sensitive inquiry to initiate conflict clearance and NDA execution.
Prefer a direct conversation with our Westlands office?
Call +254 799 000 595
MIRAGE TOWERS MANDATE DESK
Book a Confidential Boardroom Consultation
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