Sell-side · For shareholders preparing to exit

Vendor Due Diligence

Do the diligence once, on your terms, and go into the process knowing what a buyer will find.

When you are raising capital or running a sale, buyers and investors will stress-test your technology and product story. Vendor due diligence gives you a defensible, senior-led view of that story first, so you control the narrative rather than the gaps in your data room.

The aim is straightforward. We showcase what is genuinely strong, surface risks early enough that they can be fixed or put into context, and help you present a coherent case as part of the exit. We assess the business in the context of its size, its stage of growth, and an investor's lens, whether that investor wants to scale it, use it as a platform for further acquisitions, move into new markets, or complement something else in their portfolio.

A level playing field

Vendor due diligence has usually been reserved for businesses already backed by private equity, or for large companies exiting to a PE buyer. We think that is the wrong dividing line. A reduced valuation matters just as much to a founder or a retiring owner, and often more, so we support businesses from start-ups onwards. We also work well beyond pure technology companies such as SaaS. For technology-enabled businesses we look at the platforms they rely on, how those platforms fit together, and the security risks that come with them.

How we run the exercise

Every engagement is calibrated to your phase, timeline and transaction context. A typical technology and product vendor due diligence follows a clear arc:

Scope and timeline. We agree what the process must prove, which workstreams matter, and how findings will be used across the data room, management sessions and adviser read-across.
Evidence and discovery. Structured access to architecture, engineering practice, security posture, product roadmap, delivery organisation and the key commercial technology dependencies.
Draft narrative and report. We set out strengths, put risks in context for your stage of growth, and pre-answer the questions investors and corporate buyers routinely ask.
Data room and information request alignment. We help you structure the room, map materials to the information request list, and keep answers consistent, proportionate and traceable.
Question and answer readiness. Coaching on how buy-side teams probe, how to respond under pressure, and where to escalate rather than hold the line.

Standard scope

The exercise covers the areas below, and we tailor the emphasis to each deal.

Product capabilities
Product roadmap and product management
Tech stack and software architecture
Technical debt
Open source software governance
Hosting infrastructure
DevOps practices
Backups, DR and BCP
Technology suppliers and costs
Software development processes and QA
Product and engineering team
Security
Data and AI
Customer support
Professional services
Customer onboarding
Corporate IT
Mergers, acquisitions and integrations

How our scope evolves

Scope is customisable for each deal, and it keeps moving with the technology landscape and what investors want to understand. Recent additions include how effectively teams use AI to accelerate their own development, and whether integration with language models is appropriate and well executed, judged on product capability, defensibility, cost management, vendor risk, and security and privacy.

The benefits of getting ahead

A prepared vendor removes surprises. You are less likely to be tripped up, because you have already seen the areas a buyer will probe rather than meeting them for the first time in a management session. Buyers and investors also need to do less of their own diligence when you are prepared. Handing several interested parties one vendor report is quicker and smoother than three to five buyers each running their own process, and it keeps everyone working from the same set of facts.

Your first line of defence

In a live process the report is your first line of defence, a coherent baseline before ad hoc requests fragment the story. We know what buyers are trying to uncover with their questions, so we can tell the story on your behalf. We also join expert sessions to help management and advisers explain the findings, walk through methodology, and show that the work is considered, materiality-aware and grounded in evidence.

Working with your wider deal team

We collaborate with investment bankers and corporate finance partners so the technology and product chapter matches the equity story and the timetable. Where it helps, we liaise with legal, commercial and financial diligence so assumptions, definitions and remediation themes line up into one consistent narrative across the deal team.

If you are earlier in the journey and building readiness before a formal process, our due diligence coaching may be a better starting point.

What you receive

Deliverables are agreed at scoping; a typical vendor or buy-side technology diligence report includes:

Executive summary and investment-relevant conclusions
Scope, methodology and limitations
Findings across product, architecture, engineering practice, security, infrastructure, data and AI
RAG-style summary with remediation context (not just issue lists)
Supplier, cost and operational dependencies where material to the deal
Management read-out and buyer or investor Q&A support during the process
Reliance and read-across discussions with your corporate finance, legal and financial DD teams where needed

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Frequently asked questions

What is vendor technical due diligence?

Vendor technical due diligence is sell-side technology and product diligence run before or during an exit or fundraise. A senior-led team documents strengths, surfaces risks early, and produces a report your advisers and buyers can rely on—so you control the narrative when buyer diligence starts.

How is vendor due diligence different from buy-side technical due diligence?

Vendor (sell-side) DD is commissioned by the seller to prepare and defend the story. Buy-side DD is commissioned by the acquirer or investor to test the thesis and find issues that affect price or plan. The evidence overlaps, but the audience, tone and timing differ.

How much does vendor tech due diligence cost?

For many founder-led and SME software or tech-enabled businesses, full vendor tech DD typically falls in an indicative band of about £10,000–£50,000 in the UK, with simpler scopes toward the lower end and complex multi-workstream engagements higher. Figures are indicative UK ranges for scoped work; fees depend on company size, access, depth and timeline.

How long does a vendor technology due diligence take?

A focused vendor review often completes in about two to four weeks once access is agreed. Red-flag or narrower scopes can be shorter; large carve-outs or multi-entity groups take longer. We agree timeline with your corporate finance adviser at scoping.

When should we start preparing for tech due diligence before a sale?

Ideally three to twelve months before a formal process, using coaching or a readiness review to close gaps. Vendor DD itself usually runs in the eight to sixteen week window before launch or alongside early buyer work, depending on your adviser’s plan.

What does a vendor tech due diligence report include?

Typically an executive summary, scope and methodology, findings across product, engineering, security, infrastructure, data/AI and suppliers, a RAG-style summary, remediation context, and management session support. Deliverables are agreed at kick-off.

Can buyers rely on a vendor tech DD report?

Many buyers treat a quality vendor report as primary diligence input, sometimes with confirmatory work. Reliance letters can be discussed where appropriate. We write for buyer audiences so findings survive scrutiny.

Do you only work with SaaS companies?

No. We work with SaaS, tech-enabled operators, and businesses where technology is central to value—even when the revenue model is not pure subscription software.