Due diligence

Every contract verified, in days rather than months

Due diligence is where most brokerage sales slow down and where offers start to drift. We built our own software to deal with that. Here is what diligence involves, what you will be asked for, and how Clearbook shortens the process for both of us.

What due diligence actually is

Due diligence is the verification stage. We have made an indicative offer based on what you have told us, and now both sides confirm that the picture is accurate before money changes hands. It is a straightforward check, not a test of you or your business. Everything we find is shared with you as we find it, and it works both ways: diligence regularly uncovers value in a book that the owner did not know was there.

It runs across five workstreams, in parallel, inside an agreed exclusivity period. Every question and every document sits in your private Secure Area, released stage by stage, so you are never handed a hundred requests at once.

We do it differently

We prefer light touch diligence. Rather than reviewing everything to the same depth, we concentrate on the few things that genuinely determine whether a deal works: the contract book, the commission position, the supplier relationships and anything that could follow the business into our hands. The rest is checked proportionately.

It is run by our own internal team, not outsourced to a panel of advisers billing by the hour. That makes it quicker, cheaper and far less draining for you. You deal with the same handful of people throughout, they already understand energy books, and you are not re-explaining your business to a new reviewer every week.

Just as importantly, potential issues and stumbling blocks are identified early, usually before formal diligence even begins. We would rather find something in the first fortnight and deal with it together than surprise each other in week ten. Everyone starts aligned, and everyone is working towards the same thing: getting the transaction completed.

What that means for you

Proportionate review, focused on what actually drives value and risk.
One internal team, not a rotating cast of external advisers.
Fewer questions, fewer meetings, fewer evenings lost to paperwork.
Lower adviser costs on both sides, and we contribute to yours at completion.
Issues surfaced before diligence starts, so nothing derails it late.
Both sides pulling in the same direction from day one.

The five workstreams

Commercial and book verification

The heart of any energy brokerage deal. We establish which contracts are genuinely live, who the supply is registered to, how consumption compares with forecast, and what commission is realistically still to come. This is traditionally the slowest workstream, and the one where most questions arise. Clearbook does it in hours.

What we will ask you for

A contract or customer list with MPAN/MPRN, supplier, start and end dates and expected commission
Recent commission statements from your main suppliers
Letters of authority and your standard terms of business

Financial due diligence

Led by Sophie Betteridge with our external accountants. We are checking that the profit is real and repeatable: revenue recognition on commission, accrued versus received income, clawback history, owner drawings and any one-off items.

What we will ask you for

Two to three years of statutory accounts and management accounts
Aged debtors and creditors, and your commission accrual position
Payroll summary and details of owner remuneration

Legal due diligence

Handled by Muckle LLP alongside Brendan internally. Company records, share ownership, material contracts, supplier agreements, property, employment contracts and any live or threatened disputes.

What we will ask you for

Statutory books, share register and any shareholder agreements
Supplier agreements and any exclusivity or minimum-volume terms
Employment contracts, and details of any dispute or claim

Regulatory and compliance

Reviewed by Tim Hipperson as Board Advisor on Regulations. Commission disclosure practice, TPI Code of Practice position, complaints and redress history, Ofgem correspondence and data protection.

What we will ask you for

Your commission disclosure wording and sales scripts
Complaints log and any ombudsman or redress cases
Data protection registration and privacy documentation

Operational and people

How the business actually runs day to day: systems, CRM data quality, renewal process, who holds the customer relationships and which people are critical to keeping them.

What we will ask you for

A short organisation chart and who does what
CRM export or a description of how renewals are tracked
Any key-person dependencies you are aware of

Built by Tritility

Clearbook™, our automated contract book due diligence and health reporting platform.

There was no tool that could verify a non-domestic energy book properly, so we built one. Clearbook connects directly to the industry data sources — EES/ECOES, GES/Xoserve, Electralink and the DCC — and checks every contract for itself. It is not a sample and not a spreadsheet reconciliation, but every contract, against the record of truth.

Is the contract live?

Every supply point checked directly against industry records, rather than against a spreadsheet of what should be true.

Is it with the expected supplier?

Confirms the supply is still registered to the supplier the commission is being paid by, catching lost contracts before they are paid for.

Does consumption match the forecast?

Compares actual consumption with the forecast the commission was calculated on, which is where over- and under-payment hides.

What is it actually worth?

Produces an evidenced end-of-contract value for every contract, independent of the supplier's payment structure and of what has already been paid.

Across the whole book

Aggregates into an accurate forward commission position rather than an estimate, contract by contract, month by month.

For both sides

The same output that verifies our purchase also gives you a true picture of your own forward position, whether or not you sell.

We use Clearbook on our own portfolio every month, which is why we trust it on yours. When we value your book we are not applying a rule of thumb to a number you gave us. We are pricing evidence.

Everything about Clearbook, including your data protections

What Clearbook finds, on both sides

Risks it surfaces early

Better found now than after completion

Contracts that have been lost to another broker or supplier but are still sitting in the book as live.
Commission calculated on forecast consumption that never materialised, leaving a clawback exposure.
Supplies registered to a different supplier than the statement implies.
Contracts ending sooner than the book records, shortening the forward income.
Customer concentration that is not visible until supplies are grouped by end customer rather than by site.

Finding these in week one is in your interest as much as ours. It is what stops an offer being reduced at the eleventh hour, and it keeps warranties and indemnities narrow because there is less unknown to protect against.

Opportunities it uncovers

Value most sellers do not know they have

Contracts where actual consumption has run ahead of forecast, and commission is genuinely owed to you but has not been claimed.
Supplies attached to your existing customers that are not in your book at all and could be brought in before completion.
Renewal windows opening in the near term that add value to the business you are selling.
Under-billed or missing commission from suppliers, which we have recovered for sellers during diligence.
A verified picture of the book that supports a higher price than a discounted, unverified one would.

Where Clearbook finds commission you are owed, that is yours. It either comes to you before completion or it is reflected in the price.

Against a traditional diligence process

Sampling	Traditional diligence checks a sample of contracts, perhaps 10%, and discounts the rest for uncertainty. Clearbook checks 100%.
Time	Manual book verification typically takes six to twelve weeks of back and forth. Clearbook returns a first pass in hours and a full report in days.
Cost	Fewer adviser hours spent reconciling spreadsheets means lower fees on both sides, and we contribute to yours at completion.
Questions	Because the data is verified directly, you get one batched set of questions rather than months of drip-fed follow-ups.
Price certainty	An evidenced book means we can price with confidence rather than allow for uncertainty, so the offer is far less likely to move late.

The practical effect: a process that commonly runs four to six months elsewhere completes in eight to twelve weeks with us from indicative offer to completion, with fewer adviser hours on both sides and a price that holds.

The diligence timetable

Week 1

Data pack and first Clearbook run

You upload accounts, statements and the contract list. Clearbook runs the book against the industry sources and produces the first position within days.

Week 1 to 2

Indicative offer

The verified book plus the financial picture gives us the confidence to make an indicative offer and issue heads of terms.

Week 3

Exclusivity begins

Heads of terms signed. A six-week exclusivity period starts, with the end date shown in your Secure Area.

Weeks 3 to 6

Financial, legal, regulatory and operational review

All four workstreams run in parallel, with questions batched into your Secure Area rather than emailed piecemeal.

Week 6

Findings call

One conversation covering everything found, what it means for the offer, and anything to resolve before completion.

Weeks 7 to 12

Documentation and completion

Share purchase or asset agreement drafted, disclosure completed, funds paid, handover begins.

How you will be guided through it

Everything happens in your Secure Area. Questions are batched and posted in one place, documents are uploaded to private storage rather than emailed around, and you can see which stage you are at and what opens next. You get a named contact on our acquisitions team throughout, and a single findings call rather than a stream of separate conversations.

Diligence is light touch: Clearbook and our own AI do most of the heavy lifting, and we only ask about what comes out of that work or standard areas of business risk. We contribute to your legal and tax advice costs at completion, and nothing is shared with anyone outside the deal team — no contact with your customers, staff or suppliers without your agreement, written into the mutual NDA.

Confidential throughout

Light touch, start to finish

Register for the Secure Area and sign the mutual NDA. Clearbook evidences your book, so the questions we do ask are few and specific.

What is your business worth?

Answer a few questions and, once you have registered and signed the mutual NDA, see an indicative range straight away.

Light touch diligence

Register for the Secure Area and sign the mutual NDA. Clearbook does the contract due diligence, so the questions we ask you are few and specific.

Indicative value Secure Area login

Have a confidential conversation with us

Thirty minutes with our acquisitions team, with an NDA first if you prefer. We will not contact your customers, staff or suppliers without your say-so.

Confidential enquiry What is my business worth?