Due Diligence
Response Form

Why we need this: The filed accounts are balance sheet only under the small LLP regime. No lender or investor will proceed without sight of the P&L. This is the single most important document in the process.

Why we need this: Lenders require a minimum of two years of P&L trend data. One year in isolation gives no read on trajectory, consistency of revenues, or cost movement.

Why we need this: This is the trading period GNS BidCo actually acquired. Lenders anchor their credit assessment to the most recent trading position, not the prior year-end.

Why we need this: The financial model assumes payroll is 50% of revenue — the single largest cost assumption. Any lender will test this immediately. We cannot include this figure in any external document without verifying it against actual payroll data.

Why we need this: In an LLP the designated member's profit share typically accumulates as a debt due to members — which has grown from £250k to £299k over three years. If his remuneration is excluded from the cost base, the true cost of running the business is higher than the payroll figure suggests, directly affecting the EBITDA margin.

Why we need this: This is the most notable balance sheet movement across the three years of filed accounts. A lender will ask about it. We need to confirm it does not represent an ongoing liability sitting with GNS BidCo post-acquisition.

Why we need this: This is a creditor within the acquired entity. A lender taking security over GNS BidCo needs to understand whether it remains on the balance sheet and its ranking relative to senior debt.

Why we need this: Lenders financing a consolidation platform are lending against recurring client revenues. Any single client representing more than 10% of platform revenue will require explanation and may affect collateral quality assessment.

Why we need this: We need to understand the facility type, drawn amount, interest rate, repayment profile and covenant package before structuring any new facility. Several structural questions — including whether a new TopCo facility can sit ahead of or alongside HSBC — cannot be answered without the documentation.

Why we need this: GNS BidCo Ltd is newly incorporated with no filed accounts, so the HSBC documentation is the only independent source of information on the acquisition debt. Note: the declining debt in the Infantino LLP filed accounts is Infantino's own pre-acquisition borrowing — entirely separate from the HSBC facility at BidCo level.

Why we need this: Almost all bank facilities contain change of control provisions. If consent was not obtained, the facility may technically be in default — this must be resolved before any new lender undertakes due diligence.

Why we need this: Depending on the new lender's preferred structure, we may need to release the HSBC charge to allow a new first-ranking lender to take security over GNS BidCo. Understanding the release mechanics is essential to structuring the new facility.

Why we need this: Personal guarantees affect the founders' risk profile and may be relevant to a new lender's appetite. They will appear in lender due diligence and must be disclosed.

Why we need this: Lenders and investors backing a buy-and-build platform need confidence that deal flow is repeatable and not dependent on a single relationship. A clear, multi-channel sourcing strategy materially strengthens the investment case.

Why we need this: This demonstrates the discipline of the acquisition process and gives lenders confidence GNS will not overpay under pressure to deploy capital. Declined deals are often more revealing than completed ones.

Why we need this: Infantino is the only live proof point for the GNS model. A concise, honest 100-day account will carry more weight with lenders and investors than any projection.

Why we need this: Lenders and investors need to understand the sustainable competitive advantage. In a sector where motivated sellers have multiple exit options, a clear articulation of why GNS is the preferred buyer is central to the investment thesis.

Why we need this: All lender documentation and security agreements must use the correct legal entity name. An inconsistency will be picked up immediately in due diligence.

Why we need this: Client and staff retention risk is the primary credit concern for any lender backing an accountancy consolidator. Contractual protections must be in place before lenders will advance funds against those recurring revenues.