Financial Due Diligence

Financial-due-diligence-Nigeria

 

 

Financial Due Diligence – helping investors make the right decision

In mergers and acquisitions, buyers and sellers must identify the risks and the opportunities associated with the business under consideration. Conducting effective financial due diligence can help buyers structure strategic transactions and avoid costly mistakes. It can also help sellers better understand the strengths and weaknesses of their position pursuant to a deal.

At PML Advisory, we conduct detailed due diligence for our clients in relation to merger and acquisition arrangement.

In order to help our Clients develop a complete picture of the financial realities of the target company, we carry out the following actions

  • Assess the quality of the targets earnings, analysing accounting policies and judgements
  • Review of contingent assets and liabilities
  • Evaluate management capabilities and forecasts
  • Identify key business drivers
  • Focus on profitability trends
  • Assess areas of risk concentration
  • Evaluateworking capital trends
  • Evaluate loan covenant compliance
  • Assess personnel trends and requirements

At PML Advisory we understand that no two companies or transactions are the same. Therefore, carrying out financial due diligence, we customize our approach to meet our clients’ specific needs. Our professionals have the requisite skill and experience to deliver your key expectation.

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Financial Due Diligence

The transition to the Nigeria Tax Act (NTA) 2025 is now in its active delivery stage. As of MAY 2026, the "grace period" of the new regime is ending, and the Nigeria Revenue Service (NRS) has begun active enforcement.
Understanding the specific windows for compliance and the penalties for missing them is new to avoiding financial sanctions. It is worth noting that NTA 2025 is not newly introduced. Compliance window or offenses instead the framework is designed to bring absolute clarity to taxpayers.

  1. Timeline of Enforcement
    The transition followed a phased "Activation" model:
    June 26, 2025: President Tinubu signed the four primary Reform Bills. The Nigeria Revenue Service Act, Nigeria Tax Administration Act, Nigeria Tax Act and Joint Revenue Board Act became legally effective on this date to allow for the structural rebranding of the
    FIRS to the NRS.
    January 1, 2026: The Commencement Date. All new tax rates (including the 0% rate for small businesses 30% for large companies and the 4% Development Levy) and administrative procedures became mandatory.
    April - June 2026: The First Filing Cycle. Companies with a December 31 year-end are currently navigating their first full filing period under the unified NTA 2025 rules.
    January 1, 2028: The sunset date for certain Free Trade Zone exemptions. After this date, entities in these zones will be fully liable for tax on sales to the customs territory.
  2. Timelines for Filing and Extensions
    The Nigeria Tax Administration Act (NTAA) 2025 has harmonized filing deadlines across the country.
    Standard Deadlines
    Company Income Tax (CIT): Must be filed within 6 months after the end of the company's accounting year.
    VAT & Withholding Tax: Returns must be submitted on or before the 21st day of the following month (for VAT) and 30th day (for WHT) of the following month.
    PAYE: Must be remitted on or before 10th day of the following month.
    Extensions
    The NRS may grant an extension for filing if a taxpayer applies before the deadline and
    provides a valid reason (e.g., system outages or serious technical difficulties).
    Note: An extension of the filing date does not automatically extend the payment date .
    You may still be required to make a "provisional payment" to avoid interest charges while the extension is active.
  3. Enforcement of the Act: “New Teeth"
    The NRS has significantly more autonomy than the previous FIRS. They are now empowered to enforce compliance through automated and digital means.
    Digital Focalization
    The NRS is deploying a "single window" digital platform. Enforcement is now largely automated:
    Automatic Flags: The system automatically flags businesses that have a turnover above
    ₦100M (tracked via bank records) but are still claiming the 0% "Small Company" tax rate.
    Technology Access: Refusing to grant the NRS access to your business's digital
    accounting systems for an audit carries a massive penalty of ₦1,000,000 for the first day
    and ₦10,000 for every day the refusal continues.
    Modern Sanctions (The "Cost of Failure")
    The 2026 penalty regime is designed to make non-compliance more expensive than the tax
    itself:
    Offense | Penalty (2026 Rates)
    Failure to Register for Tax ₦50,000 first month; ₦25,000 each subsequent month.
    Failure to File Returns ₦100,000 first month; ₦50,000 each subsequent month.
    Late Remittance of WHT Original tax + 10% penalty + Interest at CBN rate.
    False Refund Claims 100% of the amount claimed + interest.
    Obstruction of Officers ₦1,000,000 administrative penalty + potential imprisonment.
    Strategic Advice: With the ₦100,000 initial penalty for simple filing defaults, the NRS is
    signaling that "silence" is no longer an option. Even for small businesses with 0% tax
    liability, filing a "Nil Return" is the only way to prove compliance and avoid automated fine
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