CASE STUDY
M&A / ACQUISITIONSSME acquisition audit — 2 high-severity risks found before the deal closed
Result
2 high-severity risks surfaced pre-close
Timeline
4 weeks
Sector
Business Services — UAE
The Context
A private buyer was acquiring a UAE-based business services company — a 60-person professional services firm specialising in outsourced HR and payroll administration. The asking price was AED 8.4M. The buyer had conducted commercial due diligence and was satisfied with the customer base and recurring revenue profile, but had no visibility into how the business actually operated: its systems, data infrastructure, staffing dependencies, and compliance posture.
The seller had positioned the business as "highly systematised and easy to run." The buyer engaged Polar Frequency to verify that claim before committing to close.
The Challenge
Business services firms at this size often have a significant gap between how management describes operational maturity and what the systems actually support. Key risks are rarely in the financials — they sit in operational dependencies that only become visible under scrutiny: custom software with no documentation, processes that exist only in one person's head, compliance gaps that carry liability post-acquisition.
The buyer's primary concern was straightforward: could this business keep running smoothly after handover, or were there hidden costs and fragilities that would erode the return from day one?
Our Assessment
We conducted a structured operational systems assessment over four weeks, covering eight areas: technology infrastructure, data management and retention, internal process documentation, staffing dependency mapping, client contract portability, regulatory and compliance exposure, vendor relationships, and handover readiness.
The assessment included site visits, interviews with the operations lead, payroll manager, and two senior administrators, plus a review of all documented processes, software licensing, client contracts, and data storage practices.
What We Found
Two high-severity findings and three medium-severity items were included in the final report:
Core payroll system was a custom-built Access database — unmaintained since 2019
The business ran its payroll processes on a custom Microsoft Access database built by a contractor who had since left the company. No documentation existed. The current operations lead had developed informal workarounds for three known bugs. A migration to a supported system was estimated at AED 180–240K and 3–4 months of parallel running. This cost was not reflected in the acquisition price.
WPS compliance records were incomplete for 14 clients — potential regulatory liability
Under UAE Wage Protection System (WPS) regulations, the firm was obligated to maintain complete disbursement records for all clients. Spot-checking revealed that 14 of 47 active client accounts had gaps in archived WPS records spanning 6–18 months. These gaps represented potential post-acquisition regulatory exposure for the buyer as the new licence holder.
Three senior client relationships held personally by the outgoing owner
Three clients — representing approximately 22% of recurring revenue — had no formal service agreements. Their relationships were maintained entirely by the outgoing owner on a handshake basis. No transition plan existed for these relationships, and client interviews suggested two of the three were "waiting to see how the sale went" before deciding whether to renew.
The Outcome
The buyer used the report findings to re-open negotiations with the seller. The deal ultimately proceeded — but on materially different terms.
Purchase price reduced by AED 600K to account for the system migration cost and compliance remediation
Seller agreed to a 90-day post-completion obligation to support client relationship transitions for the three at-risk accounts
WPS remediation was made a condition of completion — the seller funded the records reconstruction before close
The buyer completed the acquisition with a clear post-handover systems roadmap and no hidden day-one surprises
"The report gave us something we didn't have before — specifics. Not 'there might be IT issues,' but 'here is the exact system, here is exactly why it's a problem, and here is what it will cost to fix.' That's what you need when you're about to hand over eight million dirhams."
— Private acquirer, UAE
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