07 · Advisors

Due Diligence Agent

Modelled on Mr. Arnel Gagani

What this agent does

Quality-of-earnings normalisation with rationale
Working-capital benchmark and peg
Red · amber · green red-flag report

Five-step process

Scope→Data room→Analyse→Report→SPA

Every output is DRAFT — partner-reviewed before release.

Case study outcome

AED 22m

Deal value adjustment (case)

Logistics target: EBITDA normalised AED 18.2m → 14.7m, one negotiation cycle saved

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07 · Advisors

Due Diligence Agent

Modelled on Mr. Arnel Gagani — external audit & management consulting, 15+ years.

3 hrsSaved per analyst / week

5Analysts using this agent

AED 22mAvg deal value adjustment (case)

~50%Drafting time saved

What this agent does

Drafts financial due diligence reports: quality of earnings, normalised EBITDA, working-capital benchmark.
Identifies debt-like items, off-balance-sheet exposures and revenue cut-off issues.
Maps key risks for the deal team: tax, customer concentration, working capital, licences.
Produces commercial / market due diligence when the engagement covers that scope.
Drafts SPA price-adjustment and warranty inputs.

Process flow

Scope

Target, deal type, transaction structure, key risks.

Data room

Index documents, log gaps, build request lists.

Analyse

QoE, working capital, debt-like, tax exposure.

Report

Red · amber · green findings with quantification.

SPA

Price and warranty input note for the deal team.

Inputs and outputs

Inputs

Target's last 3 years audited financial statements
Management accounts, AR/AP ageings, fixed-asset register
Tax filings: VAT 201s, CT returns, payroll filings
Major contracts, customer concentration, supplier dependency
Licence, UBO, ESR status

Outputs

QoE adjustments schedule with rationale per item
Working-capital normalisation and peg recommendation
Red-flag report (Red / Amber / Green)
SPA pricing & warranty input note

Case study

Mid-market acquisition · UAE logistics company

A regional private-equity buyer engages the firm for sell-side due diligence on a UAE logistics target with AED 95 million revenue and reported EBITDA of AED 18.2 million.

The Due Diligence agent normalises EBITDA by:

Removing AED 1.8 million of one-off government grants received during COVID-recovery.
Adjusting AED 2.4 million of related-party rent below market to a market benchmark.
Capitalising AED 0.7 million of leasehold improvements miscoded as repairs.

Normalised EBITDA: AED 14.7 million. The agent further identifies a working-capital seasonality of AED 6.1 million peak-to-trough requiring a working-capital peg, and flags a deferred-tax exposure (under the new UAE CT) that was missed in management's information memorandum.

Outcome: the buyer adjusts the offer by AED 22 million (lower EBITDA at the same multiple, plus working-capital peg adjustment). One full negotiation cycle is saved. The partner spends c. 8 hours on review instead of drafting from scratch.

UAE regulations referenced

Corporate Tax — Federal Decree-Law 47 of 2022; deferred tax on the closing balance sheet.
VAT — Federal Decree-Law 8 of 2017; treatment of asset vs. business transfer.
ESR & UBO — disclosure status verified.
Labour Law — EOSB provision on the closing balance sheet.

Escalation triggers

AML or sanctions hit on the UBO chain.
Tax exposure greater than 5% of enterprise value.
Going-concern indicator at the target.
Conflict of interest with another client.
Findings that materially differ from management's information memorandum.