Anchored to UK statute. Last verified 21 June 2026. View source-of-record.

maduediligencechecklist.co.uk

The UK M&A Due Diligence Checklist

Schedule

II

Financial


Trading performance, quality of earnings, working capital and net-debt definition. Owns the price.


  • II.1
    Obtain audited statutory accounts for the last three financial years.
    Severity A
  • II.2
    Obtain management accounts to the most recent month-end (P&L, balance sheet, cash flow).
    Severity A
  • II.3
    Tie management accounts back to audited results; explain any variance > 2%.
    Severity A
  • II.4
    Obtain trial balance and chart of accounts; map to FDD reporting structure.
    Severity B
  • II.5
    Test revenue recognition policy against FRS 102 or IFRS 15 as applicable.[FRC]
    Severity A
  • II.6
    Identify and quantify all QoE adjustments (non-recurring, owner remuneration, normalisations).
    Severity A
  • II.7
    Build a working-capital normalisation: 12-24 month average, seasonality, day-count.
    Severity A
  • II.8
    Define net debt: cash, debt, debt-like items, IFRS 16 lease liabilities, deferred consideration.
    Severity A
  • II.9
    Obtain monthly KPI pack (volume, ASP, margin) for the last 24 months.
    Severity B
  • II.10
    Test gross-margin walk by product/service line; identify mix-shift effects.
    Severity B
  • II.11
    Reconcile bank statements to ledger cash for each period-end.
    Severity B
  • II.12
    Obtain debtor and creditor ageing; test for overdue balances and concentration.
    Severity B
  • II.13
    Identify any factored or invoice-financed receivables and recourse position.
    Severity B
  • II.14
    Confirm bad-debt provisioning policy and movement over the period.
    Severity C
  • II.15
    Obtain stock listings; test NRV and slow-moving / obsolete provisioning.
    Severity B
  • II.16
    Review capex history and forecast; distinguish maintenance vs growth.
    Severity B
  • II.17
    Confirm depreciation policy, useful-economic-life assumptions and asset register integrity.
    Severity C
  • II.18
    Obtain board pack and management commentary for the last 12 months.
    Severity C
  • II.19
    Obtain forecast model (P&L, balance sheet, cash flow) for the next 24 months.
    Severity B
  • II.20
    Sensitivity-test the forecast on revenue, gross margin, capex and working capital.
    Severity B
  • II.21
    Identify any post-period-end trading variance vs forecast.
    Severity A
  • II.22
    Confirm cut-off testing: revenue, costs and stock at each period-end.
    Severity B
  • II.23
    Identify any change in accounting policy, estimate or judgement during the period.
    Severity B
  • II.24
    Obtain auditor's management letter and partner-review file for each year.
    Severity B
  • II.25
    Confirm any covenant compliance reporting to lenders and headroom on each test date.
    Severity A

Reviewed by Oliver Wakefield-Smith, Founder, Digital SignetLast verified 21 June 2026Schedule II

This page is anchored to UK primary legislation and named regulator guidance only. Not legal advice. Confirm position with your appointed adviser before signing.