What is my business worth? The UK guide
The three drivers of value for UK SMEs - profitability, growth and risk - and how a defensible number is built.
What this guide covers
A practical answer to the most common question we get from UK SME owners: what is my business actually worth?
This guide walks through the three drivers that explain almost every valuation - profitability, growth and risk - and shows how they combine into a defensible number a buyer, HMRC or a co-shareholder would accept.
It is written for UK trading companies typically valued between £500k and £25m. It is not a substitute for a formal valuation, but it should let you sense-check any number you have been quoted and understand where it comes from.
The short answer
A UK private business is worth what a willing buyer would pay a willing seller on a given day, with full information and no compulsion on either side. That figure depends on three things:
- The sustainable profit the business generates today
- The growth a buyer can reasonably expect from that profit base
- The risk that the profit does not materialise as expected
Everything else - the methodology, the comparables, the discounts - is just a structured way of pricing those three drivers.
The three drivers of value
1. Profitability
The starting point of almost every UK SME valuation is sustainable EBITDA - earnings before interest, tax, depreciation and amortisation, adjusted for items a new owner would not bear.
Typical adjustments:
- Owner remuneration above or below a market salary
- One-off legal, restructuring or COVID-era costs
- Personal expenses run through the company (car, travel, family)
- Rent paid to a connected party at non-market rates
- Revenue or cost items that will not recur (insurance claims, grants)
The resulting number is sometimes called adjusted EBITDA or maintainable earnings. It is the figure a buyer would underwrite, not the statutory profit shown in the accounts.
2. Growth
Two businesses with identical EBITDA can be worth very different amounts depending on where their earnings are going.
A buyer pays a higher multiple for:
- A clear, evidenced track record of revenue and margin growth
- A pipeline that supports forward growth (signed contracts, recurring revenue, regulatory tailwinds)
- A market that is itself expanding
A buyer pays a lower multiple when growth has stalled, when the recent trajectory is flat, or when the forward plan depends on assumptions a third party cannot verify.
3. Risk
Risk is the great compressor of value. It is what separates a 4x EBITDA business from a 9x EBITDA business in the same sector.
The risk factors UK buyers price in most heavily:
- Customer concentration - if the top customer is more than 20-25% of revenue, the multiple drops
- Key-person dependence - if the owner is the relationship, the technical lead and the rainmaker, the business is harder to transfer
- Earnings quality - recurring or contracted revenue is worth more than project work
- Supplier concentration - single-source supply chains carry a discount
- Regulatory exposure - pending changes in policy, licensing or tax treatment
- Working capital intensity - businesses that consume cash to grow are valued lower than those that throw it off
How a UK SME valuation is actually built
Most defensible valuations combine two or three methods, cross-check the results, and land on a range rather than a single point.
Method 1: Earnings multiples (the default)
For profitable trading businesses, the dominant method is EBITDA multiples benchmarked against:
- Listed comparables - quoted companies in the same sector, adjusted down for size and liquidity
- Recent private transactions - M&A deals in the same sector, sourced from databases such as Mergermarket or Pitchbook
- Sector benchmarks - published multiples from advisory firms and trade bodies
The valuer picks a multiple range, applies it to adjusted EBITDA, then adjusts for net debt and surplus assets to get equity value.
Method 2: Discounted cash flow (DCF)
DCF is used as a sanity check, or as the primary method where:
- Forecasts are reliable and supported by signed contracts
- The business has a defined investment horizon (infrastructure, energy, long-cycle contracts)
- Earnings are growing quickly enough that a trailing multiple under-states value
DCF discounts forecast free cash flows back to today using a weighted average cost of capital (WACC). It is sensitive to the assumptions, so it almost never stands alone for a UK SME.
Method 3: Net asset value (NAV)
For asset-heavy or loss-making businesses, NAV provides the floor. A trading business should always be worth at least the realisable value of its assets, less liabilities, less the cost of an orderly wind-down.
NAV is rarely the primary method for a profitable trading company, but it is the starting point for property companies, investment holding companies, and businesses in distress.
Putting the methods together
The output is usually a range, not a point estimate. A typical conclusion looks like:
> "On the basis of adjusted EBITDA of £620k, a peer multiple range of 5.5x-7.0x, and net cash of £180k, we conclude an equity value range of £3.59m-£4.52m, with a central estimate of £4.05m."
That range is what gets negotiated against a buyer's offer, defended in front of HMRC, or used to size an EMI option pool.
What drives the multiple
Two businesses with identical EBITDA in the same sector can attract very different multiples. The factors that move the multiple up or down:
| Factor | Pushes multiple up | Pushes multiple down |
|---|---|---|
| Revenue model | Recurring, contracted, subscription | Project-based, one-off |
| Customer concentration | Diversified, top customer under 10% | Top customer over 25% |
| Growth rate | Consistent double-digit | Flat or declining |
| Margin trajectory | Expanding | Compressing |
| Owner dependence | Fully delegated management team | Owner-operator central to delivery |
| Sector | Software, healthcare, professional services | Cyclical, commoditised |
| Working capital | Negative or low | High and growing |
| Forecast visibility | 12 months+ of pipeline | Quarter by quarter |
A useful internal exercise: score your business against this table before you commission a valuation. It will not give you the number, but it will tell you which end of the typical range you should expect.
When a number is not the answer
The figure produced by a valuation depends on why the valuation is being done. The same business can be worth different amounts in different contexts:
| Context | What "value" means | Typical relationship to fair market value |
|---|---|---|
| Open-market sale to a trade buyer | Strategic value, includes synergies | Often higher |
| Sale to a financial buyer (PE) | Standalone value, no synergy | Around fair market value |
| EMI option valuation | HMRC-compliant market value of the share | Lower than enterprise value per share due to minority and restriction discounts |
| Probate / IHT (s.160 IHTA 1984) | Open market value of the holding | Adjusted for minority status |
| Matrimonial / divorce | Value to the holder, often on a going-concern basis | Method-dependent |
| Shareholder dispute | As defined by the articles or court | Article-specific |
This is why two valuers can produce two different numbers for the same business without either being wrong - they may be answering different questions.
Common owner-side mistakes
| Mistake | Why it matters |
|---|---|
| Using statutory profit instead of adjusted EBITDA | Understates earnings power - the resulting valuation is too low |
| Ignoring net debt | Equity value equals enterprise value minus net debt; ignoring debt overstates the cheque the seller receives |
| Anchoring on a competitor's headline sale price | Headline prices include deferred consideration, earn-outs and synergies the seller never receives |
| Treating the valuation as a single number | Buyers negotiate against a range; treating one figure as gospel weakens the seller's position |
| Forgetting the working capital peg | Buyers expect a normal level of working capital at completion; surplus or shortfall changes the cheque |
| Confusing tax value with sale value | An EMI or probate value is deliberately conservative - it is not what a buyer would pay |
Worked example
A UK B2B services company:
- Revenue £4.2m, growing at 12% per year
- Statutory PBT £480k
- Owner taking a £60k salary on what the market pays at £140k
- Top customer 18% of revenue, top three 40%
- Management team in place under the founder
Step 1 - rebuild EBITDA:
- Statutory PBT: £480k
- Add back depreciation and amortisation: £75k
- Add back excess owner remuneration: -£80k (raise salary to market)
- Add back one-off legal costs: £35k
- Adjusted EBITDA: £510k
Step 2 - pick a multiple:
- Sector range for sub-£10m B2B services: 5x-7x EBITDA
- Customer concentration above 15%: push toward the lower end
- Strong growth and management team in place: push toward the higher end
- Selected range: 5.5x-6.5x
Step 3 - enterprise to equity:
- Enterprise value range: £2.81m-£3.32m
- Add net cash of £180k
- Equity value range: £2.99m-£3.50m
Step 4 - sanity-check with DCF:
A 5-year DCF using the company's own forecast lands at £3.18m. The result sits comfortably inside the multiples range, so the conclusion holds.
Central estimate: £3.20m, with a defensible range of £2.99m to £3.50m.
FAQ
Related guides
- EMI valuation guide - how a tax-compliant valuation for EMI options is built
- What is HMRC SAV? - the HMRC team that reviews UK share valuations
- UMV vs AMV explained - the two values that appear on every employment-related valuation
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