Business acquisition opportunity
Mission-critical compliance software business, United Kingdom
Anonymised as Project Beacon
Anonymised mandate, codename PROJECT BEACON
Mission-critical compliance software business, United Kingdom
Business-to-business compliance software for regulated building operations
Why this business is called Project Beacon
Project Beacon is a working codename, chosen at random by DealFlowAgent (DFA) and standard practice in mergers and acquisitions. It exists so the business can be discussed with acquirers, funders and advisers without naming the company or alerting its staff, customers and competitors. The codename is not connected to the company, its brand or its trading name, and searching for it online will return nothing about this business. Everything you need in order to judge fit is on this page in banded form. The company is named to one verified acquirer only, after the owner approves that specific introduction in writing.
A bootstrapped, profitable software business whose product is used by facilities, estates and compliance teams to plan statutory inspections, hold the evidence and produce the audit trail a regulator or insurer asks for. The software sits in the daily workflow rather than in a reporting layer, which is why customers renew. Not on the market, and not represented by anyone else.
Verified acquirers only. A short non-disclosure agreement releases the financial pack, the reserve figure and the contract base analysis. Identity is disclosed at the third gate, with the owner's written approval.
Indicative value range
£16M to £26M
Derived from comparable UK transactions in this sector over the last 24 months. This is a market reference, not the owner's number. The reserve is set separately and disclosed under non-disclosure agreement.
- Sector
- Business-to-business compliance software
- Region
- United Kingdom, customers nationwide
- Ownership
- Founder-owned
- External investors
- None, bootstrapped
- Structure sought
- 60% to 100%
- Adviser status
- Unrepresented
£4-6M
Annual recurring revenue
25-32%
EBITDA margin
90%+
Recurring share
90%+
Gross revenue retention
Above 105%
Net revenue retention
300-600 organisations
Customers
10+ yrs
Trading history
30-45
Employees
Why every figure is a band
Companies on this register are real businesses with staff, customers and suppliers who do not know their owner is listening to the market. Exact figures are a fingerprint: a precise turnover, a filing date and a region will narrow most UK sectors to a single company. These bands are wide enough to protect identity and wide enough that a growing business does not fall out of its own mandate. Every band is verified against filed accounts and management information held by DealFlowAgent (DFA). Precise figures are released under a non-disclosure agreement.
01 Opportunity at a glance
What the business actually does
Customers are building owners, managing agents and compliance contractors who must evidence statutory inspection regimes. The product schedules the work, captures the evidence at the point of inspection and produces the reporting an auditor accepts. Because the record of compliance lives in the system, switching cost is high and churn is concentrated in the smallest accounts.
Over ninety per cent of revenue is contracted annual subscription, with the balance from implementation and integration work at the start of a customer relationship.
- Revenue model
- Annual subscription, invoiced up front
- Gross revenue retention
- Above 90%
- Net revenue retention
- Above 105%
- Largest customer share of revenue
- Under 8%
- Contract length
- Predominantly annual, some multi-year
- Hosting
- UK data residency, ISO 27001 certified
- Product engineering
- Directly employed, no outsourced core team
- Outstanding litigation
- None disclosed
02 Why now
Sector timing
Building safety legislation has made the evidence of compliance as important as the inspection itself, and spreadsheets no longer survive an audit. Vertical software with statutory demand, high gross retention and genuine profitability is scarce in the United Kingdom, because most assets of this size are venture funded and loss making.
Nothing distressed. The founders have set a reserve so that only acquirers prepared to meet it are ever put in front of them.
What has changed for this owner
Nothing distressed. The founders have never taken outside capital and have had unsolicited approaches from two software platforms. The decision was to appoint DealFlowAgent (DFA) as the filter and see qualified interest at a figure set in advance.
03 Financial profile
Three years, published as bands
Three years apart, published as bands and verified against filed accounts, the billing system and the customer contract schedule. Recurring revenue is stated on an annualised contracted basis, not on a run rate of invoiced cash.
| Measure | Three years ago | Most recent full year |
|---|---|---|
| Annual recurring revenue | £2.5-4M | £4-6M |
| Recurring share of revenue | 85%+ | 90%+ |
| EBITDA margin | 20-27% | 25-32% |
| Gross revenue retention | 88%+ | 90%+ |
| Deferred income | Material, quantified and disclosed under NDA | |
| Founder remuneration adjustment | Identified and quantified | |
Where the earnings quality sits
- Recurring revenue is contracted and reconciled to the billing system.
- The business is profitable and has never raised outside capital.
- Deferred income is disclosed, so working capital on completion can be modelled properly.
- Core engineering is directly employed rather than outsourced.
04 The owner's position
Stated in advance, in writing
| Question | Stated position |
|---|---|
| Is the business for sale? | No |
| Would they transact at the right figure? | Yes, confirmed in writing |
| Reserve figure | Set, disclosed under NDA |
| Preferred structure | 60% to 100% of equity |
| Rollover appetite | Open to a meaningful rollover |
| Post-completion involvement | 12 to 24 months, product and customer facing |
| Management team | Engineering and customer success leadership expected to remain |
| Represented elsewhere? | No adviser, no other process |
What a reserve figure is
A reserve, as at auction. Before a mandate goes live, the owner completes a full valuation exercise with DealFlowAgent (DFA) and commits, in writing, to the figure at which they will engage seriously. It is private and it is never published. Nothing below it is ever put in front of them, so no acquirer is invited into a conversation that was never going to happen, and the owner is never asked to decline a low offer.
The reserve is disclosed to verified acquirers at non-disclosure agreement stage. It is a threshold for engagement. It is not an asking price and it is not a cap.
We have been profitable every year because we never had the option not to be. That is not a common starting point for a buyer.
05 Transaction process
The four gates
01
Acquirer verification.
Funding position, sector experience, prior completions and decision-making authority are confirmed by DealFlowAgent (DFA) before any company information is released. Unfunded parties and brokers acting without a named principal do not proceed.
No company information released
02
Non-disclosure agreement and financial pack.
A short non-disclosure agreement releases the financial pack, the reserve figure, the contract base analysis and the management structure. The company is still not named.
Identity withheld
03
Owner approval and introduction.
We put the acquirer to the owner with a written profile covering their intent, their integration approach and their treatment of teams in previous acquisitions. The owner decides. Only on their written approval is the company named and a meeting arranged.
Owner's written approval required
04
Indicative offer.
Acquirers who meet the reserve are invited to submit an indicative offer. Where more than one qualifies, we run a structured process from that point.
Reserve must be met
06 Which acquirers this suits
A strong fit, and not a fit
A strong fit
- Vertical software platforms in property, compliance or field service
- Software investors seeking a profitable bootstrapped asset
- Strategic acquirers serving facilities management customers
- International software groups entering the UK compliance market
Not a fit
- Parties without committed funding at the indicative range
- Buyers requiring both founders to exit at completion
- Structures weighted heavily to deferred consideration linked to renewals
- Acquirers intending to offshore the core engineering team
07 About the Off-Market Register
What this register is
How the register works, and where to start
The Off-Market Register carries companies that are not for sale, at prices their owners have already set. Each owner has completed a full valuation exercise with DealFlowAgent (DFA) and committed in writing to the figure at which they will engage.
Every acquirer is verified before they see anything, every document released is watermarked to the recipient, and every access is logged. Before a mandate goes live it is tested three ways for de-anonymisation, and all three tests must fail to identify the company.
If you own a business in this sector, start with the free valuation, read the sector valuation guides or speak to us confidentially. If you acquire businesses, request acquirer access.
08 Questions
Answered in full
If the owner is not selling, is this a waste of my time?
The owner has committed a reserve figure in writing and has agreed in advance to meet acquirers who clear it. You are seeing a business before any process exists, without a competitive auction and without six other parties at the table. What you are not getting is a motivated seller, and you should price accordingly.
Why are the figures banded?
Because precise figures identify the company. A turnover to the pound, a filing date and a region will narrow most UK sectors to one business. Exact figures are released at non-disclosure agreement stage.
Will I be told the reserve before I commit time?
Yes. The reserve is disclosed at non-disclosure agreement stage, before any meeting and before any diligence.
Can I approach the company directly if I work out who it is?
Acquirers who circumvent the register are removed permanently and the owner is informed.
Who pays DealFlowAgent (DFA)?
The owner, on completion only. There is no charge to acquirers at any stage, and no fee is payable by anyone if a transaction does not complete.
Own a business like this one?
Every mandate on this register began with a ninety-second valuation and a conversation. No retainer, no exclusivity, and your company is never named until you approve a specific introduction in writing.
Request access to Project Beacon
Verification takes under a working day. On approval you receive the financial pack, the reserve figure and the contract base analysis under a non-disclosure agreement. The company is named only with the owner's written approval.
DealFlowAgent (DFA)
Business-to-business compliance software for regulated building operations
Project Beacon is a confidential mandate on the DealFlowAgent (DFA) Off-Market Register. All figures are banded and verified against filed accounts and management information. Nothing on this page constitutes an offer or an invitation to treat. DealFlowAgent is a trading name of BTB Holdings Ltd, registered in England and Wales.
