Sell-side due diligence.

You Are Selling Your Company. We Help You Pass Technology DD.

Your technology is about to be scrutinised by someone whose job is to find problems. What they find — or do not find — will directly affect your valuation, the deal terms, and whether the transaction completes at all. We are not consultants producing a generic readiness report. We sit on the other side of the table every week. We know the questions because we ask them, we know the red flags because we flag them, and we know the difference between issues that genuinely affect value and issues that look alarming but do not matter.

The Sell-Side Problem

Most companies approaching a sale have never been through technology DD. They do not know what buyers assess, what standards apply, or what findings cause concern. Buyers have a methodology, a framework, and decades of pattern-matching. Your technology team, however capable, is being evaluated — answering questions they have never been asked, about standards they may not have considered, in a process designed to surface problems.

This asymmetry creates surprises. Issues the team considers minor become headline findings. Technical debt managed pragmatically is presented as material risk. Architecture decisions that were sensible when made are flagged as growth constraints. These surprises erode trust, give buyers leverage, and slow the deal at the worst moment. Every issue that surfaces during buyer DD could have been identified and addressed beforehand. That is what sell-side DD does — it eliminates surprises.

The Pre-Sale Audit

Our sell-side engagement begins with a comprehensive assessment that mirrors what a buyer would conduct. This is not a superficial scan — it is genuine technology due diligence using the same methodology, rigour, and standards.

What Buyers Always Look For

People. Who is in the team, and what happens if key people leave? Buyers assess structure, leadership quality, key-person dependencies, and the gap between the current team and what the business plan requires. A CTO who alone understands the architecture is a risk. A team of thirty engineers with no engineering management is a risk. We identify these dependencies and help you address them — through documentation, cross-training, or honest conversations about leadership for the next phase.

Process. How does the team build and ship software? Buyers assess development workflows, deployment practices, testing discipline, and engineering maturity. We are pragmatic: not every company needs enterprise-grade CI/CD. But buyers expect the basics — version control, automated testing, deployment that does not depend on one person, and a workflow that supports scaling.

Product. What has been built, and is it fit for purpose? This is where the most material findings emerge. Technical debt is universal — the question is whether it has been managed deliberately or accumulated unconsciously. Buyers distinguish between deliberate trade-offs and systemic debt. We help you identify which debt matters, quantify it, and either fix it or document it credibly.

Platform. Where does the technology run, and is the infrastructure sound? Buyers assess cloud architecture, cost management, disaster recovery, and operational maturity. DR and business continuity planning are among the most common gaps — and among the most straightforward to address. Establishing and testing a DR plan can be done in weeks and eliminates a finding that otherwise raises questions about operational maturity.

Protection. Is the technology secure and the organisation compliant? Buyers assess penetration testing, access controls, data protection, vulnerability management, and regulatory compliance. No pen testing, production data accessible to all developers, encryption gaps — these feature regularly. Security remediation takes time, so start early: annual pen testing should be established as soon as possible.

The Sales Readiness Roadmap

After the audit, we deliver a prioritised remediation plan — what to fix, in what order, with what investment, and by when. High-impact, short-timeline items come first. Every item includes an estimate of cost, effort, and the commercial consequence of leaving it unaddressed.

For companies that need hands-on support, we provide fractional CTO engagement alongside the roadmap. The partner who conducted the assessment stays to drive the improvements — the same person who identified the issues is now accountable for resolving them. We also prepare the technology team for the DD process itself: coaching on how to present confidently, preparing data room materials, and rehearsing the questions buyers typically ask.

The Timeline

Eighteen months before sale: ideal. Time to address everything — architecture, team structure, security, compliance, and the cultural work that turns a reactive technology organisation into a mature one. Every material finding in a buyer's DD report costs you money. Every issue you address beforehand is a discount you avoid.

Six months before sale: tight. Architecture changes are largely off the table. Focus shifts to fixable issues: security hygiene, documentation, process improvements, DR, and targeted debt reduction. You can make meaningful progress, but you are prioritising ruthlessly.

Three months before sale: crisis mode. The focus shifts from remediation to mitigation. Document the issues you know about. Build a credible plan for the buyer to execute post-acquisition. Ensure the team can answer DD questions competently. Quick wins still matter: establishing pen testing, improving documentation, and preparing confident responses. The goal is not perfection — it is credibility.

For Companies That Have Already Failed DD

This happens more often than you might expect. A buyer's DD identified material issues, the deal fell through or the price was adjusted, and now you need to fix the problems before going back to market. We know exactly what was found because we conduct these assessments ourselves. We build the remediation programme, execute it, and prepare a narrative that demonstrates genuine progress — because the next buyer's advisor may have access to the previous report, which means the issues need to be genuinely fixed, not papered over.