Facts · Risks · Decision
Verify what you are buying before commitments become binding.
VM.Capital conducts integrated legal, financial, tax and regulatory due diligence on companies, assets and business partners in Kyrgyzstan.
We test seller statements against documents and actual operations, identify material limitations and translate findings into practical decisions on price, structure, transaction documents and closing.
The Right Scope
Due diligence starts with the investor’s question, not a document folder
Scope depends on the transaction, sector, value, ownership, funding and acceptable level of risk.
- what is being acquired: a company, interest, asset or right;
- which findings could affect the decision and price;
- which period and entities are in scope;
- which matters are critical;
- what information-access limitations exist;
- when preliminary and final findings are required.
Review Workstreams
One transaction view instead of separate reports
Corporate and legal
Formation, authority, ownership, governance, material contracts, disputes and contingent obligations.
Financial
Statements, cash flows, quality of earnings, debt, assets, liabilities and material variances.
Tax
Tax regimes, calculations and filings, past inspections, uncertain positions and potential assessments.
Regulatory and operational
Licences, approvals, sector requirements, key processes and alignment between declared and actual activities.
Ownership and counterparties
Ownership structure, beneficial owners, public information, sanctions exposure, politically exposed persons and other elevated-risk indicators.
Assets and intellectual property
Title, encumbrances, real estate, equipment, software, brands, technology and chain of ownership.
The workstreams are determined by the agreed scope. Missing documents and access limitations are reflected in the findings and confidence level.
Process
From scope to a transaction decision
Scope
Define the objective, materiality, workstreams and deliverable.
Information request
Prepare the document list and structure the secure data room.
Analysis
Review documents, records, calculations and connections between facts.
Questions
Interview management and test explanations against further evidence.
Report and action
Deliver findings, risks and recommendations for structure and documents.
The Deliverable
Decision-makers see the priorities; specialists see the evidence
The report combines an executive decision summary with the supporting basis for each material finding.
- executive summary and critical findings;
- scope and limitations;
- identified facts;
- likelihood and potential impact;
- matters requiring remediation before closing;
- recommendations for price, structure and documents;
- appendices and references to supporting materials.
Transaction Impact
How findings change the deal
Adjust the price
Reflect debt, a missing asset, tax exposure or overstated earnings.
Change the structure
Acquire selected assets rather than the company or separate a problematic business line.
Add a condition
Require consent, approval, remediation or correction of title before closing.
Add protection
Use warranties, indemnities, retention, escrow or another security mechanism.
Commission specialist work
Bring in technical, industry or independent audit expertise for a defined issue.
Do not proceed
Where risk cannot be acceptably remedied, quantified or allocated.
When It Matters Most
Before acquisition, funding or partner selection
Business or equity acquisition
Understanding the target and liabilities that will pass to the investor.
Joint venture
Assessing the partner, contributions, permits, assets and starting assumptions.
Financing
Reviewing the borrower, security, financial resilience and use of proceeds.
Material asset purchase
Real estate, production facilities, equipment, technology or an asset complex.
Market entry
Reviewing a local partner, supplier, distributor or acquisition target.
Vendor preparation
Identifying and remediating issues before information is released to a buyer.
Confidentiality and Coordination
Controlled access, questions and reporting
We agree participants, document exchange, access levels and report recipients. In cross-border transactions, we coordinate local and foreign specialists and define their respective scopes.
A transaction financial review is not an independent statutory audit. Where an audit opinion is required, it is arranged separately through an independent licensed auditor.
Scoping Discussion
Obtain the facts before the decision becomes irreversible
Describe the target, parties, stage, proposed timetable and key concerns. We will propose the workstreams, initial information list and reporting format.