
Will the distributions consultation give demergers a workable route?
What HMRC’s distributions consultation could mean for demergers and business restructuring.
Price Bailey’s technology team works with founders and shareholders of AI, hardware, software, and SaaS businesses, specifically those aiming to grow their value by 3x to 10x over the next three to five years.
This range is deliberate: if you are targeting 25x to 50x, you are probably earlier in your journey than the point at which we can offer the most value; if you are targeting less than 3x, you are unlikely to need the kind of support we offer for high growth technology companies.
Between those two points, the financial, tax and advisory decisions you make will shape the valuation you exit on. We support that growth across four areas:
The decisions you make in year one are the cheapest to get right and the most expensive to unpick. Most founders incorporate, split the equity, and start building. A round or two later, a funder or buyers open the cap table and the discount starts.
Growth will break the systems that originally got you here. The finance function that coped at 10 people, fails at 50, and usually at the worst moment.
Growth will break the systems that originally got you here. The finance function that coped at 10 people, fails at 50, and usually at the worst moment.
The moment you cross a border, you inherit another country’s tax authority, another set of filings rules, and set of questions your buyer will eventually ask.
This is the moment when every initial decision gets tested. Whether it’s the structure, valuations, or reporting, all of it surfaces during diligence, and all of it affects price.
The exit is not the finish line: the wealth you have realised now needs the same care you gave the business, and a plan for whatever comes next.
Most accountants count the money, but fewer understand how that money was made, or what it is worth to someone else. The valuation drivers of an AI business are not those of a hardware manufacturer, the drivers a funder rewards are not the drivers a trade buyer pays for.
We complete over 50 valuations a year for complex and high growth businesses, advise on 12 to 24 mergers and acquisitions deals, and advise buyers and funders on around 12 due diligence assignments. That volume is why we understand how different technology companies are valued, in different circumstances, by different buyers and funders.
Your business does not have one value, it has several which co-exist. An inexperienced valuer gives you one of them and rarely tells you it doesn’t apply to the other three.
| Who is valuing you | What they price | When it applies |
| Funders | Growth, retention, market size, and the team | At each raise |
| Buyers | Different by market: UK, Europe, Middle East, USA | At a trade sale |
| Tax authorities | Their own basis and precedents | On tax events |
| Auditors | Accounting standards, including options and growth shares | Past audit thresholds |
Founders will discover this at the worst moment. You are raising or selling, and the other side sees a tax valuation, an audit valuation, and a funding valuation that cannot all be right. If you believe you’ve built a £50m business, but your valuations contradict each other, that quickly becomes embarrassing, and gives the other side a reason to discount.
We understand how those valuations interconnect, and we build them so they hold up together. In short, every valuation is different; what matters is knowing which one you are being given, and what it means for the other three.
Want to know what your business may be worth to a funder, buyer, HMRC or an auditor? Get in touch with our team today. You can also register for our quarterly Company valuation webinar series
SaaS heavily depends on metrics investors trust, such as recurring revenue, annual recurring revenue (ARR), monthly recurring revenue (MRR) reporting, and revenue recognition. We handle SaaS forecasting alongside the investor metrics that set your valuation, so the numbers tell the story your growth deserves.
Explore our SaaS sector specialists
Hardware ties up cash in ways software never does. Inventory, manufacturing margins, supply chain, and working capital all shape what the business is worth and how fast it can grow. We help hardware founders manage that cash cycle and fund product development, so growth is not throttled by the balance sheet.
While most firms will simply just file your accounts, we’ll understand what your business is worth, how to grow that value, and what a funder or buyer will pay for it.
We advised on Millnet Limited’s acquisition of Docbuster Limited and the trade and assets of the UK paper division of Consilio Global. Acting for Steve Chadd, we supported the transaction structure, funding requirements, and cash flow planning, and carried out financial and tax due diligence across both the company and the assets being acquired.
The deal combined software and operational elements, including Docbuster’s print management software alongside the Millnet Document Services business, bringing together our transaction, tax, and financial advisory expertise to help lay the foundations for growth after completion.
“They were alongside me for every step of the process and worked highly collaboratively with my other advisors.”
-Steve Chadd, Managing Director, Millnet Ltd
A technology company is often an R&D, marketing, sales and training company all in one, and if it makes hardware., it’s a manufacturing and shipping business too.
Bundle all of that into a single limited company, and you get unusual interactions between the p&l account, the cash flow statement, and the balance sheet. For example, a business selling subscriptions paid 12, 24 or 36 months in advance will see a significant difference in how revenue is recognised in the p&l account when the cash arrives, and this will flow through to the cash flow statement and the balance sheet. Getting this wrong means your accounts tell a different story to your business.
Hardware and AI businesses encounter the same problem from a different direction, through heavy capital expenditure that lands across the statements in ways a generalist accountant won’t anticipate.
Founders usually discover this too late: when they try to raise, borrow, or sell, and an investor sees numbers that don’t add up the way a technology business should.
So at the minimum, a high growth technology company needs an accountant who has done it before, and who understands:
Getting this established early is far easier than fixing it during due diligence.
We prepare R&D tax relief claims for technology businesses, using tax specialists and technical reviewers together so the numbers and the technical narrative stand up as one.
Most technology companies qualify without realising the full extent of it. The work you do in software, AI, and hardware, solving technical problems with no off-the-shelf answer, is often exactly what the relief is designed for.
The difficulty is in submitting a claim that holds up. HMRC has tightened its approach, and weak or overstated claims now invite enquiry rather than payment. A claim that looks fine in isolation can also sit awkwardly against your accounts and valuations, which is the kind of inconsistency a funder or buyer notices.
That is where we work:
R&D relief works best as part of how your finances fit together, not as a bolt-on once a year.
Yes. A hardware company is rarely just a technology business. It is usually a manufacturer, a logistics company, a stock-holding business, an R&D business, and a technology company, all at once.
That combination is what makes the accounting hard. Each part pulls on cash and the balance sheet differently, and the interactions between them are where inexperienced Boards get caught out. Managing cash flow across manufacturing, inventory, and shipping takes specialist skills, and it takes a Board with the range to understand what the numbers are telling them.
Most hardware founders discover this too late, when working capital is tight or an investor starts asking questions the accounts cannot answer.
The support a hardware business needs:
The two put opposite pressures on your accounts, and they need different things from an accountant.
A hardware business ties up cash in physical things: raw materials, manufacturing, inventory, and shipping. The complexity sits in the balance sheet and the cash cycle, and it changes slowly.
A SaaS business is different. Cash flow pressures come from subscriptions and the timing of revenue, not stock. SaaS companies are usually more nimble, with a far greater emphasis on sales and marketing. At the extreme, many are effectively sales and marketing businesses with technology attached, a shift driven by how fast development now happens with AI.
That speed changes what the accounting has to keep up with. A SaaS company’s chart of accounts, the underlying structure of how its finances are recorded, often evolves every six months as the business model moves. A hardware chart of accounts does not.
So the two need different accountants:
Most technology companies start as a single limited company. As they grow, that structure stops serving them, and the classic path is to move into a planned group structure.
A typical group has a top company that raises investment, sitting above subsidiaries that each take responsibility for a distinct part of the business: technology, sales, marketing, and distribution. That structure is usually built with an international mindset from the outset, with a Board at each level suited to the challenges that entity faces.
The move from single entity to group is where technology companies get it wrong. Restructure too late, or without the funding round and exit in mind, and you inherit tax and complexity that a planned transition would have avoided.
We are experienced in helping technology businesses make exactly that transition:
There is no single answer, and that is the point. The same technology company can be worth four different numbers at once, because a funder, a buyer, a tax authority, and an auditor each value it on a different basis. An inexperienced valuer gives you one of those numbers and rarely tells you it does not apply to the other three.
The valuation drivers also differ by business model. What a funder rewards in an AI business is not what a trade buyer pays for in a hardware manufacturer.
We complete over 50 valuations a year for complex and high growth businesses, so we understand how those numbers interact and how to build them so they hold up together.
See the full explanation in [How are tech companies valued?] above.
The finance, tax, and structuring decisions you make now will shape the value of your business when you come to raise or sell. We work with founders of AI, hardware, software, and SaaS businesses to get those decisions right, from the first structure through to the final sale.
Our technology clients work with partners directly, supported by sector specialists and a full corporate finance team who complete over 50 valuations and advise on 12 to 24 deals a year.
Whether you are incorporating for the first time, preparing for a funding round, expanding overseas, or planning an exit, we can talk through where you are and what needs to happen next. That might be a valuation, an R&D claim, a group restructure, or simply a second opinion on the advice you are already getting.
Use the button below to get in touch, and we will arrange a conversation with the right specialist for your business.
Contact us today to find out more about how we can help you

What HMRC’s distributions consultation could mean for demergers and business restructuring.

Price Bailey announces trainee and apprenticeship openings across East Anglia.

Whilst most invoice, expense and purchasing card processes are put in place to provide appropriate checks and controls, once they are up and running, they are not always reviewed as regularly as they perhaps should be.

Learn if your business qualifies for Patent Box relief and how you can claim it.