Business plan for selling your company: 6 key points to win the buyer’s trust

When an entrepreneur prepares to sell their company, the financial projections usually paint an attractive picture of the future: sustained growth, rising margins and cash generation. However, as soon as discussions with a buyer begin, those projections cease to be merely a spreadsheet and become a test of credibility. The questions come thick and fast: why will the company grow faster than in recent years, how much of that growth will come from existing customers, how much investment is required, and what happens if there are delays.

A buyer does not expect projections to predict the future with mathematical precision. No business plan to sell your company is ever followed to the penny, and professional buyers know this. What they do expect is for the assumptions to be logical, grounded in the reality of the business, and capable of being defended when the tough questions arise.

In this article, you will learn the six key factors that distinguish a plan designed to impress from one built to stand up to a buyer’s scrutiny: starting with the financial history, justifying each growth spurt, translating the strategy into figures, recognising the costs, documenting the assumptions and working with scenarios.

1. Part of your financial history

Before asking a buyer to believe in your company’s future, you must help them understand its past. It is common for owners to draw up a three-year plan based on their ambitions or the market’s potential, but the buyer will start from a different place: what the company has already achieved.

It will analyse how revenue has evolved, what profit margin has been generated, what proportion of turnover is recurring, which customers have been retained and which have been lost, how much it costs to sell and deliver the service, and how much cash the business generates. This historical data forms the basis of trust upon which everything else will be assessed.

If a company has grown by 15 per cent annually and forecasts growth of 35 per cent, the buyer need not reject it, but will ask for an explanation. There must be a bridge between the past and the future: a new product, geographical expansion, a commercial improvement or a more mature customer base. The common mistake is to present the future as if it were unrelated to the past. A good plan first shows what has been the norm so far, then explains what is changing, and only then projects what might happen.

This is also why the normalisation of financial statements prior to a sale is a prerequisite, not an optional step: without historical figures free of discretionary expenditure and non-recurring items, the starting point for the three-year plan is already distorted from the outset.

2. Justify each growth jump

Growth cannot be explained simply by an upward trend on a spreadsheet. If the projections show a significant jump, the buyer’s question will be straightforward: ‘Why now?’. That question challenges not only the figure itself, but also the reasoning behind it.

When a company that has been growing steadily suddenly projects that it will double its revenue, it is not enough simply to point to the size of the market. The buyer will need to see what has changed: a new product launch, signed contracts yet to be recognised as revenue, a new sales channel, a sales team that is already generating leads, a reduction in customer churn, or price increases accepted by key accounts.

In sales processes, unexplained leaps in the data breed mistrust: they come across as wishful thinking, pressure to justify a valuation, or a narrative concocted to sell rather than to deliver. By contrast, a well-explained leap reinforces the value proposition, because it indicates that the potential is already beginning to materialise. The rule is simple: don’t just sell a graph; explain the reason behind it that makes it reasonable.

3. Translate the strategy into figures

A strategy that is not reflected in the financial model remains merely an intention. It is common for business owners to set out an attractive vision — internationalisation, new products, strengthening sales, improving margins — but the buyer will interpret this in very concrete terms: where does that strategy appear in the model?

Each initiative must be developed into a financial proposal with a clear rationale, cost and timetable:

• Geographical expansion: the plan must set out when revenue from the new market will begin, how much it will cost to enter that market, how long it will take for the team to become productive, and what the expected margin will be at the outset.
• Product launch: the model must include the projected price, the adoption curve, the required investment and the development and marketing timetable.
• Margin improvement: it is necessary to determine which costs are reduced, what efficiency gains are achieved, and at what point these begin to have an impact on the profit and loss account.

This is where a well-thought-out plan can be distinguished from a superficial one. A superficial plan claims that the company will grow simply because the market is large; a well-thought-out plan specifies target regions, recruitment, expected productivity and existing signs of demand. If an initiative does not feature in the model, it is merely an intention; if it is presented with a logical rationale, cost estimates, a timetable and supporting evidence, it is a defensible hypothesis.

4. Recognise the costs of growth

A common mistake in business plans is to highlight the benefits of growth whilst concealing the costs involved in achieving it. The model shows higher revenue, improved margins and greater cash flow, but it does not reflect the additional commercial investment, the need for enhanced support, the increased delivery capacity or the working capital required to sustain a larger business.

Buyers spot this quickly. When a company doubles its revenue, it usually needs more capacity: more sales staff, more customer service staff, more technical staff or more investment in technology, depending on the business model. Growth rarely comes for free.

For this reason, a plan that is too polished often has the opposite effect to that intended: rather than making a good impression, it gives the impression that something is missing. And when the buyer senses that something is missing, they begin to adjust costs, margins, cash flow and investment; frequently, this adjustment ends up affecting the valuation — something that is worth anticipating by first understanding how buyers value a technology company.

Recognising the cost of growth does not diminish ambition: it makes it more justifiable. A realistic plan conveys maturity and demonstrates that the management team knows what it wants to achieve and what it takes to get there. Because the buyer is not just buying growth: they are buying the ability to deliver it.

5. Document your hypotheses

A good plan does not force the buyer to trust it: it gives them reasons to do so. Assumptions cannot exist solely in the mind of the owner or the finance director; they must be documented, with a clear rationale behind every relevant figure.

• Revenue growth: explain where each component comes from, distinguishing between existing customers, new customers and new products or markets.
• Margin improvement: explain what changes in the cost structure or pricing, and from when the effect takes place.
• Customer retention: provide the available evidence if you are forecasting a reduction in customer churn or price increases.
• Investment in staff: this indicates when new recruits join the organisation, how long it takes for them to become productive, and what level of performance is expected.

The assumptions sheet is not a technical appendix, but a tool for building trust: it reduces the ‘black box’ effect and makes it possible to distinguish between what is based on historical data, what stems from strategic decisions, and what depends on future execution. It also benefits the business owner, because by documenting the plan, they discover which parts are well-founded, which are fragile, and what questions are likely to arise during financial due diligence– the in-depth review process carried out by the buyer before closing the deal. Selling effectively is not about avoiding questions, but about being prepared to answer them.

6. Work with different scenarios, including a downside scenario

Many business owners are reluctant to present a pessimistic scenario because they believe it undermines their narrative. In practice, however, the opposite is often true. An experienced buyer knows that there is no single version of the future: a key client may fall behind schedule, a contract may take longer to finalise, an expansion may progress slowly, or margins may suffer if growth requires more staff than anticipated.

Hiding these possibilities does not eliminate them; it merely leads the buyer to believe that they have not been taken into account. A sound plan sets out a reasonable base case, an upside case and a downside case– not to dampen ambition, but to demonstrate an understanding of the variables that drive the business.

The ‘worst-case scenario’ addresses a fundamental question: what happens if things don’t go as expected? If you can respond calmly — which levers to pull, where to prioritise, which customers to protect, which costs to make more flexible — you gain credibility. Highlighting risks does not undermine a value proposition; it is a failure to manage them that does.

The path to a sound business plan

Drawing up a business plan to sell your company is not about painting the most attractive picture of the future possible, but about building a future that the buyer can understand, question and believe in. A weak plan tries to impress; a sound plan explains: it links the financial story to the ambitions, translates the strategy into figures, acknowledges the costs of growth, documents the assumptions and considers various scenarios.

This preparation matters because, when the buyer has confidence in the way the projections have been drawn up, they not only have greater confidence in the model: they also have greater confidence in the entrepreneur and in the quality of the company that has produced it. Before embarking on a sales process, the key question is simple: do your projections tell a story that you can defend?

This is precisely one of the ten points we assess in the Ready4Exitfinancial diagnosis, our method for preparing a business for sale: having a three-year forecast model based on realistic and well-documented assumptions is one of the factors that carries the most weight in building buyer confidence from the very first point of contact.

If you’re considering selling your tech company and want to know whether your business plan would stand up to a buyer’s scrutiny, at Baker Tilly Tech M&A we can help you draw it up or review it before you go to market.