Elixir Audits, Chartered Accountants

These two engagements answer the same underlying question from opposite sides. A valuation says what something is worth. Due diligence says whether it is what the seller claims. Both exist because somebody is about to commit money on the strength of information they did not prepare.

What makes a valuation hold

Not length. A valuation report running to eighty pages is usually hiding a thin method behind volume. What survives challenge is a clearly stated basis, a method justified by the facts, evidence for each significant input, and assumptions set out plainly enough that somebody can disagree with a specific one rather than dismissing the whole thing.

The other side will run their own number. The purpose of ours is not to win the argument outright but to put you in a position to defend a figure rather than negotiate from an anchor somebody else set, and to know in advance which assumptions will be attacked.

What due diligence is actually for

Not to re-audit the target. It is to find the things that would change your price or stop the deal. Revenue that will not recur. Working capital that has been managed for the sale. Liabilities that are not on the balance sheet. Tax exposure the seller has not provided for. Customer concentration that survives on one relationship.

The output that matters is not the report, it is the list of things you now know to negotiate about, structure around, or walk away from.

The tax side is where the surprises are

In Ghana, more deals are damaged by tax exposure discovered late than by any other single issue. Withholding tax accumulated at the wrong rate, related party charges without transfer pricing support, exemptions applied without a traceable legal basis, payroll treated informally. None of these appear as liabilities in the accounts, and all of them transfer with a share purchase.

This is why our due diligence covers tax properly rather than as an appendix, and why the tax partner is in the engagement rather than consulted at the end.

IVS

International Valuation Standards, the framework we report under

3 to 6 weeks

Typical duration, constrained by access rather than by resourcing

Per phase

Fees quoted phase by phase, so you can stop when you have enough

Scope

Two engagements, frequently commissioned together

Buyers often need both: a view on value, and a check on whether the information behind it is reliable.

01

Business valuation

A supportable opinion of value for a shareholder exit, an investor entry, a management buy-out, a family settlement or a court process. Method chosen by the facts, inputs evidenced, assumptions stated plainly, and the sensitivities shown so you can see what moves the number.

Shareholder exitsInvestor entryManagement buy-outsFamily settlements
02

Valuation for disputes and litigation

Where the number will be contested by another expert or tested in court. Prepared to a standard that anticipates challenge, with the reasoning exposed rather than summarised, and the author available to explain it.

Expert reportingShareholder disputesMatrimonialCourt processes
03

Financial due diligence

Quality of earnings, normalised EBITDA, working capital requirement, debt and debt-like items, revenue concentration and the gap between management accounts and audited reality. Reported as findings with deal implications, not as a data dump.

Quality of earningsWorking capitalDebt-like itemsRevenue analysis
04

Tax due diligence

Historic exposure that transfers with a share purchase: withholding tax, payroll, VAT, transfer pricing and the legal basis of any exemption being applied. Quantified where possible, so it can be priced or covered by warranty.

Historic exposureWHT reviewPayroll exposureExemption basis
05

Vendor due diligence and sale readiness

Preparing a business to be examined rather than reacting once it is. Finding the issues before a buyer does, so they can be fixed, disclosed on your terms, or priced in rather than discovered.

Sale readinessVendor DDData roomIssue remediation
06

Investment appraisal and funding support

Reviewing forecasts against the ledger, testing the assumptions behind a business plan, and preparing the financial information a lender or an investor will require before they will engage seriously.

Forecast reviewBusiness plan testingLender packsInvestor reporting

Process

Phased, so you can stop when you have enough

Both engagements are scoped in phases with a deliverable at the end of each. Sometimes the first phase makes the rest unnecessary, and you should be able to act on that.

The constraint is access, not resourcingDue diligence timetables slip because the data room is thin or the people who can explain the numbers are unavailable, never because of how the work is staffed. We tell you at the start what access we need and flag it immediately when it is not there.

Scoping conversation

Half a day, no charge. What decision does this support, who will read it, and what would make it useless. Skipping this step is why most badly scoped engagements fail.

Before the proposal

Independence check

Particularly where you are an audit client. If the work creates a conflict we tell you before you commit rather than halfway through.

Before acceptance

Information request

A specific list, and access to the people who know how the business actually runs rather than only to those who hold the documents.

Week 1

Analysis

Normalisation and method selection for a valuation. Quality of earnings, working capital and tax exposure for due diligence. Findings raised as they emerge rather than saved for the report.

Two to four weeks

Draft and challenge

We put the draft to you and invite you to attack it. Better that the weaknesses are found by us than by the other side's adviser.

Week 4 to 5

Report and decision meeting

A short written deliverable, then a working session with the people who have to act. The meeting is the point, not the document.

On completion

Engagement

Fees, timing and who does the work

Fee basis

Fixed fee per phaseYou commit to the first phase only. Quoted in the proposal, held unless the scope changes.

Who does the work

A partner throughoutThis is judgement work. The partner is in the analysis and in the room, not only on the report cover.

Timeline

Three to six weeksA focused valuation at the shorter end. Due diligence across financial and tax at the longer end.

Indicative only. Every fee is quoted in the proposal, before any work starts, and held unless the scope changes.

Sectors

Where we are asked most often

Financial services

Portfolio valuation, regulatory capital and recapitalisation.

Energy and petroleum

Asset valuation, licence value and working capital under levy pressure.

Manufacturing and FMCG

Normalised earnings, distributor economics and stock valuation.

Technology

Revenue quality under IFRS 15, recurring revenue and funding readiness.

Healthcare

NHIS receivable valuation, and practice and facility acquisitions.

Construction and real estate

Contract accounting, retentions and property holding structures.

Family businesses

Succession, shareholder exits and settlement valuations.

Owner-managed businesses

Normalisation of director remuneration and personal expenditure.

Method

Three ways to value a business, and when each applies

The method is chosen by the facts, not by which number the client prefers. A valuation that reaches for the highest-yielding method without justifying it does not survive challenge.

Valuation approaches
ApproachWhen it fitsWhat attacks it
Earnings basisA trading business with sustainable, reasonably predictable profits. The most common basis for an owner-managed company.The normalisation adjustments and the multiple. Both are judgement and both will be contested.
Asset basisAsset-heavy businesses, property holding companies, and businesses being wound down or sold for their assets.Whether the asset values are current, and whether liabilities are complete.
Market comparisonWhere genuinely comparable transactions or listed peers exist. In Ghana the comparable set is often thin.Comparability. A peer in a different market with different risk is not a comparable.
The part that decides the outcome Normalisation. Owner-managed businesses routinely carry director remuneration set for tax reasons, personal expenditure, related party rent above or below market, and one-off items. Adjusting for these honestly, in both directions, is what separates a valuation that holds from one that gets dismantled in the first meeting.

Questions

Questions we are asked before the proposal

How is a business valued in Ghana?
By the method the facts justify: an earnings basis, an asset basis or a market comparison. A trading business with sustainable profits is normally valued on earnings, an asset-heavy or loss-making business on assets. The method matters less than whether the assumptions behind it are stated clearly enough for the other side to test.
Will an investor or a court accept your valuation?
An investor will run their own, and a court will hear the other expert. What ours does is put you in a position to defend a figure with reasoning and evidence, and to know in advance which assumptions will be attacked. That is usually worth considerably more than the fee.
What is normalisation and why does it matter so much?
It is adjusting reported profits to what a third-party owner would actually earn: director remuneration set for tax reasons, personal expenditure, related party rent above or below market, and one-off items. In an owner-managed business these adjustments frequently move the value more than the multiple does, which is why they are contested first.
How long does due diligence take?
Three to six weeks for a mid-sized target with reasonable records, from access to the findings report. The constraint is almost always access, both to documents and to the people who can explain them. A thin data room delays the timetable regardless of resourcing.
What tax issues transfer when we buy shares?
Historic exposure comes with the company: withholding tax accumulated at the wrong rate, payroll treatment, VAT positions, related party charges without transfer pricing support, and exemptions applied without a traceable legal basis. None of these appear as liabilities in the accounts, and all of them are yours after completion.
Can you value a business that is losing money?
Yes, though usually on a different basis. A loss-making business may be worth its net assets, its recoverable customer relationships, or nothing above its liabilities. The honest answer is sometimes that the value is negative, and it is better to hear that from your own adviser.
Can you do due diligence if you audit the target?
No. Examining a business we audit, for a buyer, is a conflict. We will tell you immediately if that applies and, where it does, help you appoint another firm rather than taking work we should not.
Do you also act as a broker or find the buyer?
No, and that is deliberate. We do not act as a placement agent or take a success fee, so there is no incentive on our side for the transaction to happen. Our view on value and on risk is the same whether you proceed or walk away.

Next step

Tell us the decision you are trying to make.

Half a day of scoping, no charge, and you will know whether this is work worth commissioning and roughly what it costs.

Request a scoping call Speak to an adviser

Contact

+233 53 362 2433 info@elixiraudits.com

1 Alex Nkrumah Street, Airport West, Accra