A set of good management accounts is a strong place to start a sale, but it is not where a buyer’s questions end. Clear profit figures, tidy margins and a finance function that understands them all help, yet a buyer of an IT support business will treat the accounts as a guide to where to look rather than as proof of anything.
Part one of this pair looked at how buyers test recurring revenue. This article looks at what sits behind those figures, because owners are often surprised when a buyer who has seen healthy accounts goes on to ask for PSA exports, the client contract register, a list of RMM and security tools, technician utilisation, service-level reports, vendor commitments and details of any past security incidents. It can feel excessive, but the buyer is usually just trying to establish whether the business can deliver after completion what the accounts say it delivers today.
The numbers need an operational explanation
Take a support contract that pays a good monthly fee and shows a healthy margin in the accounts. A buyer will want to know how much technician time that client really consumes, how many priority tickets it raises, whether the agreement was updated as the client grew and whether the service desk data agrees with what is being billed. The aim is rarely to find a reason to reduce the price; it is to see what the service costs to deliver and whether the business can be taken on without unwelcome surprises.
Recurring revenue is tested in the same way. If the accounts show a steady monthly base, the buyer will tie it back to invoices and PSA records, and if you describe churn as low they may ask for client movement by revenue rather than a simple list of who left. Where one large client produces much of the profit, they will also want to know who holds that relationship and what the contract actually says.
In an MSP sale, operational detail is often part of the financial evidence.
The stack tells a buyer about future cost and disruption
Most MSPs build their tooling gradually, so an RMM, a PSA, several security products, a backup platform, documentation software and a collection of vendor contracts is entirely normal. A buyer will still want a complete list showing what each tool costs, how long each contract runs, any minimum commitments and renewal dates, and whether every client is on the same tools or some are set up differently.
The Host Broker’s checklist for MSP buyers makes a related point: two MSPs rarely use exactly the same tools, and migrating an acquired business onto the buyer’s own RMM, PSA or security platforms takes time and money, so a fragmented stack can make consolidation longer and more disruptive.[1] A different stack is not a defect in itself and can even be part of what attracts a buyer, but it does become a problem when the owner cannot explain what is in use, why it was chosen and what changing it would involve.
Staff and security cannot be treated as separate issues
A buyer will look closely at the people who keep the service running, which means asking who understands the older client environments, who owns the technical documentation, who makes decisions when the owner is away, which technicians hold the relationships with important clients and how often staff leave, along with any employment terms or retention arrangements that need attention.
Security sits alongside that, because an MSP often holds privileged access, credentials, backup responsibilities and sensitive client data. The buyer will want to know how access is controlled, how any past incident was handled and whether there are known gaps that will need investment, and since that investment comes out of the buyer’s pocket after completion it tends to show up in the offer.
Why preparation changes the tone of a process
When the information a buyer asks for is organised and the figures reconcile, diligence is largely a matter of confirmation. When it is scattered, contradictory or held in the founder’s head, it becomes an investigation, which slows the process and gives the buyer more reasons to reopen points that seemed settled.
Aventis Advisors, which tracks IT services deals, counts about 2,500 MSP acquisitions between 2015 and 2025, and its data shows repeat buyers taking a growing share, with acquirers who have made three or more MSP purchases accounting for 36% of deals in 2023 to 2025, up from 22% in 2015 to 2019.[2] I would not use that as a guide to UK pricing, but it does suggest that many buyers have asked these questions many times before, and a seller is better off meeting them before a sale begins than halfway through one.
A practical pre-sale review
You do not have to be selling this year to do a short pre-sale review, and it is just as useful for a founder with a few technicians as for a larger team. A sensible starting point is the evidence a buyer is likely to ask for first.
A buyer’s-eye starting list
- Reconcile monthly billing to the PSA system.
- Bring the contract register up to date.
- Record client renewal and notice terms.
- List the main systems and vendor commitments.
- Make sure technical documentation is owned by the business, rather than sitting in the head of one technician.
- Review where privileged access is held and how it is controlled.
Once that is done, put the management accounts alongside the operational data and look for the places where the figures need explaining, such as margins that depend on you or one employee working well beyond a sustainable level, or clients that take more effort to serve than the accounts suggest.
You do not need a perfect data room before you speak to an adviser, but you do need an honest view of what a buyer will find, and if you want a starting point on value my page on business valuation explains how I approach it. The management accounts are where the picture begins, but they are not the whole of it.
Frequently Asked Questions
Want to know what a buyer would find?
Talk it through with me in confidence. We can look at what a buyer is likely to ask about your MSP and where to start.
Book a free initial discussionSources and notes
[1] The Host Broker, A buyer’s due diligence checklist for MSP acquisitions, published October 2026.
[2] Aventis Advisors, Who Is Buying MSPs? Top Acquirers of Managed Service Providers: 2015-2025, published November 2026. Figures are from Aventis’s IT services deal database, which draws on Mergermarket, acquirer announcements and its own research. They provide sector context and are not a UK valuation benchmark.
