Circular Medical

circular Medical is reimagining innovation in Life Sciences & Investment

Our DD Process

Detailed Documentation

The following detailed documentation is essential for a thorough Due Diligence process.

This list serves as a comprehensive guide for projects preparing for Funding Syndicate evaluation, ensuring clarity and reflecting the depth of insight expected by our investors and partners.

General Requirements for All Submissions:

Quality & Completeness: All documents must be comprehensive, well-structured, and provide verifiable evidence.

Official Nature: Wherever possible, documents should be official, signed, or certified copies.

Consistency: All information across various documents must be consistent and coherent.

Timeliness: Financial and operational data should be current, reflecting the most recent fiscal periods and projections.

I. Strategic, Corporate & Governance Documentation 

1. Business Plan (Comprehensive)

Full business plan, go-to-market strategy, operating plan, competitive strategy, financial projections, and execution plan.

Summary of business model, market analysis, and overall strategic vision.

2. Corporate Formation & Structure

Deed of Incorporation: Articles of incorporation, corporate purpose, share capital details, registered office, term, and basic structure. Certified copy filed with the Companies Register.

Shareholders' Register: Updated register (by date) detailing shareholder identity, transfers, number and class of shares/quotas, and encumbrances.

Beneficial Ownership Declaration (UBOs): Identification of ultimate beneficial owners and control structure (direct and indirect).

CAP Table: Capitalization table showing corporate structure, percentage holdings, fully diluted positions, economic and governance rights, and stock options.

Share Capital Deeds:
Share Capital Increase Deed: Documents any increases, new share/quota issues, and shareholder pre-emption waivers (details amount, share premium, payment method).
Share Capital Reduction Deed: Registers any reductions, purpose (loss coverage, redemption, creation of reserves), and effects on equity structure.

Board & Shareholders' Minutes: Records of corporate resolutions and approvals from both board and shareholder meetings.

3. Organizational Structure & Human Resources

Organizational Chart: Detailing reporting lines, key roles, authorized headcount/FTEs by function and location, highlighting vacancies and critical hires.

II. Regulatory & Compliance Documentation 

1. Operating Licenses

Municipal, regional, sectoral, and environmental operating licenses.

Includes license numbers, scope, validity/expiry, renewal requirements, and inspection reports.

Summary of business model, market analysis, and overall strategic vision.

2. Certifications & Standards

ISO/HSE Safety Certifications: ISO 9001 (quality), ISO 14001 (environment), ISO 45001 / OHSAS 18001 (occupational health & safety), and other relevant sector certifications (separate from operating licenses).

3. Intellectual Property (IP)

Intellectual Property Register: Including trademarks, patents, utility models, copyrights, software registrations, and other intangible assets.

Certificates and renewal dates.

4. Litigation & Legal Matters

Litigation Docket: Covering material current, potential, and past disputes, claims, and proceedings. Includes counterparties, stage, amounts at stake, probability of loss, legal opinions, and provisions.

III. Commercial & Market Documentation 

1. Market Study

Detailed market sizing, segmentation, competitive landscape analysis, entry barriers, success factors, and growth opportunities.

Includes cited sources and methodologies.

2. Competitive Advantages

Documentation of defensible competitive advantages with official evidence, supporting the financial model's credibility.

3. Key Customer Contracts

Signed MSAs/SOWs with top customers, including pricing/volume annexes, SLAs, indexation, minimum commitments/take-or-pay, renewal & termination clauses, assignment, change-of-control, payment terms, and guarantees/performance bonds.

Evidence of execution (POs, invoices, acceptance certificates).

4. Commercial Pre-contracts & LOI

Documentation of commercial pre-contracts and Letters of Intent (LOIs), capturing revenue visibility before definitive contracts (committed volumes, pricing, conditions, timelines).

Clearly distinguish "binding vs non-binding", counterparty, validity/termination, and milestones for conversion to final MSAs/SOWs.

5. Commercial Pipeline

CRM pipeline showing opportunities by stage, expected win rates, average ticket, and conversion timeline.

Enhanced with historical conversion data.

6. Key Supplier Contracts

Contracts with key suppliers covering supply terms, pricing, service levels (SLAs), indexation, minimum purchase/volume commitments, exclusivity, lead times, quality standards, warranty/returns, assignment/change-of-control, and termination/renewal clauses.

Includes raw-material logistics and critical inputs.

IV. Financial & Accounting Documentation 

1. Audited Annual Accounts

Statutory financial statements of the parent company (balance sheet, profit & loss, statement of changes in equity, cash flow statement, and notes).

Audit opinion by a recognized firm.

Required for the last 4 fiscal years (minimum) + latest interim if available.

2. Annual Accounts Affiliated Companies

Financial statements for each affiliated/related company (by legal name and tax ID), consolidated where applicable.

3. Corporate Tax Returns

Jurisdiction-specific corporate income tax returns (e.g., ES: Form 200, US: Form 1120).

Includes filed returns, full supporting schedules, tax computations, book-to-tax reconciliations, deferred tax notes, loss carryforwards, transfer-pricing files (Local/Master File), e-filing receipts/assessments, and payment proofs.

4. Asset Register & Valuation

Fixed Asset Register: Listing assets, acquisition cost, dates, locations, useful lives, accumulated depreciation, and disposals.

Asset Valuation Report: Appraisals by accredited independent valuers for relevant asset classes (real estate, machinery, equipment, vehicles, and others) dated within the last 10 months.

Detailed Inventory Aging: Detailed inventory lists including level listings, quantities, locations, and aging analysis.

5. Lease Contracts

IFRS16 Lease Contracts: Including property, vehicle, and equipment leases. Details right-of-use assets, payment schedules, and lease liability.

6. Insurance Policies

Insurance dossier including policies, coverage/sums insured, premiums, deductibles/excesses, exclusions, endorsements, broker slips/schedules, and certificates.

Claims history and outstanding claims.

7. Banking & Debt Documentation

Banking Pool Overview: Relationship banks, account structure, credit lines (type, limits, pricing), utilization, undrawn headroom, collateral, guarantees, and tenor. Evidenced by bank confirmations.

Financing Agreements: Facility/loan agreements, intercreditor/subordination, security/pledge agreements, assignments of receivables, mortgages, and guarantees.

Debt Breakdown: By instrument type (loan/bond/lease), currency, base rate & margin, amortization profile, maturity, outstanding principal, drawdowns, and repayment schedule, prepayment clauses.

Bank Guarantee Policies: Performance bonds, advance-payment guarantees, standby letters of credit (SBLC), surety bonds (issuer, beneficiary, amount, expiry, underlying obligation, counter-guarantees/collateral).

Hedging/Derivative Contracts: FX, interest rate, commodities (ISDA/GMRA/EFET master agreements, confirmations, notionals, maturities, counterparties, collateral/margining (CSA), valuation/mark-to-market).

8. Covenant Tests & Waivers

DSCR, ICR, Net Debt/EBITDA, Equity Ratio, and other tests.

Definitions per agreement, testing frequency, latest compliance certificates/letters, historical headroom, and any waivers.

9. Financial Projections

Projected income statement, balance sheet, and cash flow under different scenarios.

Includes key assumptions, sensitivities, and modeling files for sensitivity analysis.

10. Budgeting

CAPEX Budgets: Detailed CAPEX plan by project/category (timing, approvals, verifiable quotes/contracts: WBS, BOM/BOQ, vendor quotations, EPC/turn-key bids, machinery/equipment specs, delivery, installation & commissioning, civil works budgets, spare parts, warranties, permitting/connection fees, land/leasehold improvements, import duties, FX, taxes, and VAT treatment).

OPEX Budgets: By cost center/category, with drivers and documented assumptions (headcount plan, marketing/media plan, customer support, logistics, utilities/energy tariffs, SaaS/licenses, maintenance/consumables, efficiency initiatives).

Provide monthly phasing/seasonality.

V. Technical & Operational Documentation

1. Technical Feasibility Report

Covers technology, development roadmap, and required resources.

Includes assessment of alternatives, risks, constraints, and dependencies.

2. Inspection Reports

Minutes/reports from tax inspections, detailing audits, findings, assessments, resolutions, status, and possible impacts on tax management.

3. Funding Syndicate DD and Visit Report

A detailed report based on the DD Manual, assessing the company, congruency of strategic components, risk management, stakeholders, financials, feasibility, ESG, providers, auditors, and banks. (Note: This is an internal report generated by CM/Funding Syndicate during DD, but it reflects the underlying information gathered.)