If you’re buying or selling a business, technology due diligence (TDD) is not something you can afford to ignore. Too many organisations walk into transactions thinking, “The other side will handle that.” That assumption leads to missed opportunities, undervaluation, or worse – inheriting risks that could sink future growth.
At Relentica, we’ve seen both sides of the table. We’ve been through acquisitions, divestments, and integrations where technology was either the enabler of value creation or the silent killer of the deal. The truth is simple: technology and data underpin every part of modern business. Overlook them, and you’re gambling with your valuation, your margins, and your ability to scale.
This blog breaks down the essentials of TDD for both sellers and buyers – and why getting it right is the only way to protect value and unlock growth.
For Sellers: Get Your Ducks in a Row
If you’re preparing for sale, the temptation is to let the buyers “figure it out.” That’s a costly mistake. The buyer’s TDD team will come in hard – and if they find skeletons in the server room, your valuation will take a hit.
The playbook for sellers is clear:
Fix the show-stoppers early. If you know you’ve got legacy systems, weak cyber controls, or fragile infrastructure, resolve those issues before you go to market. Nothing tanks confidence faster than unmitigated risks.
Open the floors. Be transparent and provide a coherent plan. Don’t just show what you’ve got today – demonstrate how you’re prepared for tomorrow. Show how your tech strategy supports growth and scalability.
Boss the narrative. A buyer isn’t just looking at your current IT spend – they’re asking whether your tech can support EBITDA growth post-deal. Go in with a credible strategy and position your technology as a driver of value, not a liability.
Getting this right means a better valuation, smoother negotiations, and less chance of deal-breakers emerging late in the process. In short: sellers who invest in TDD upfront command a premium exit.
For Buyers: More Than Just a Cash Transaction
If you’re acquiring, you already know you don’t want to overpay. But price is only part of the story. Without rigorous TDD, you risk inheriting technical debt, security vulnerabilities, and brittle systems that block scale.
Buyers need to probe beyond the surface:
Revenue, Margin, Risk. Every acquisition is judged on these three measures. Does the target’s technology support revenue growth? Will it protect or expand margin? What hidden risks could erode value?
Technical Debt vs Technical Risk. Some legacy systems can be managed, but unmanaged technical debt often becomes technical risk – cyber exposures, compliance failures, or operational bottlenecks that threaten business continuity.
Growth-readiness. Can the business scale without major re-engineering? Will systems and processes support expansion into new markets, products, or geographies?
A disciplined TDD process ensures you don’t inherit costly surprises. Done right, it positions you to integrate, optimise, and grow faster.
The Bigger Picture: Optimisation and Value Creation
The best outcomes happen when both buyer and seller see TDD not as a gatekeeping exercise but as the foundation for growth. Technology and data run through the entire value chain – sales, operations, finance, customer experience.
The opportunity is not just to validate what exists, but to define a viable transformation programme:
Streamline processes. Use the transaction as a chance to drive efficiency across functions.
Fresh thinking. Bring in new perspectives on how to apply data, automation, and AI to deliver smarter, faster, more scalable operations.
Win together. Deals succeed when both sides walk away with confidence that the future state is stronger than the past.
Your Call to Action
Technology due diligence is not a box-ticking exercise. It’s the difference between a premium exit and a costly mistake. For sellers, it’s about fixing weaknesses early and showcasing a coherent, credible tech strategy that boosts valuation. For buyers, it’s about protecting against risk and ensuring the target can scale profitably. For both, it’s the gateway to long-term value.
At Relentica, we help boards, CEOs, and investors get this right. Whether you’re preparing for sale or assessing a buy-side opportunity, we bring the expertise to surface risks, sharpen strategy, and align technology with commercial outcomes.
Relentica can help you. Get us involved early – with your sale or your buy process – and we’ll make sure your deal delivers.
