Valuation Memorandum — Newco Ltd | Achieve Corporation
Illustrative Sample — Not Verified Financial Information

Achieve Corporation — Financial Modelling

Valuation
Memorandum
Newco Ltd

Acquisition screening and feasibility assessment. Enterprise value estimated by discounted cash flow and market multiples, bridged to equity value. Valuation date: 28 February 2026.

This is a worked example of the acquisition feasibility note a client will receive. Certain historic and forecast figures are illustrative assumptions created to complete the example and should not be treated as verified financial information.

Basis of Value
Market Value
Premise
Going Concern
Currency
GBP (£)
Scope
100% Equity

Valuation Output

Enterprise Value Range
£24.2m — £30.3m
DCF to market multiples cross-check
Equity Range
£23.0–29.1m
DCF (Base)
£24.2m EV
EV / EBITDA
8.18×
WACC
10.0%
Screening Anchor (Equity)
£26.7m
Client / User
Prospective Acquirer
Subject
Newco Ltd (Illustrative)
Methods
DCF + Market Multiples
FY2025 Revenue
£27.0m
Adj. EBITDA
£4.049m (15.0%)
Net Debt / EBITDA
0.07×

Section 1

Investment Committee
Summary

The following summarises the valuation output, headline financials, and the key screening decision. This is the first page a buyer's investment committee would read.

Value Today (from the model)

MetricResult
Enterprise value range£24.2m to £30.3m
Equity value range£23.0m to £29.1m
Screening anchor (equity)£26.7m
Screening anchor (enterprise value)£27.8m

FY2025 Snapshot

ItemFY2025
Revenue£27.0m
Gross margin36%
EBITDA (reported)£3.699m (13.7%)
EBITDA (adjusted, model)£4.049m (15.0%)
Net debt / EBITDA0.07×
ROCE32.2%
Cash conversion cycle57.2 days

Why it looks attractive — buyer view

  • Stable gross margin and improving EBITDA margin suggest repeatable unit economics.
  • ROCE materially exceeds the model hurdle rate (WACC 10%), indicating capital is being deployed efficiently.
  • Very low leverage improves deal flexibility and reduces downside risk.

What could break the deal case

  • !Adjusted EBITDA includes £0.350m of add-backs. Rejection compresses value quickly.
  • !Cash conversion: validate receivables ageing, disputes, and inventory quality.
  • !Capital intensity: confirm maintenance capex is consistent with 3% of revenue.
  • !Risk profile: if concentration or cyclicality is higher than expected, WACC should be higher and DCF value falls.
Screening Stance
Anchor on £26.7m equity value for screening. Allow the final price to migrate toward the top or bottom of the range based on diligence outcomes around earnings quality and cash conversion.

Decision Gate: Progress, Hold, or Decline

Progress to NBO
Value is attractive and key risks are addressable with targeted diligence and deal protections.
Proceed to confirmatory financial due diligence and prepare a non-binding offer anchored on the screening range.
Hold / Request Further Information
Information gaps prevent confident assessment of earnings quality, working capital, or debt-like items.
Pause pricing. Request additional data and re-run the valuation once received.
Decline / Do Not Proceed
Core risks are structural (unsustainable margins, severe concentration, weak cash conversion) or price expectations exceed the value case.
Do not proceed. Document rationale and close the file.
Recommendation
Progress to confirmatory financial due diligence and prepare an indicative offer, subject to validation of EBITDA add-backs and working capital normalisation.

Section 2

Scope &
Basis of Valuation

Indicative valuation based on three years of historic accounts and a five-year forecast, as provided in the model. This note is designed to be read as an M&A investment memo.

It focuses on sustainability of earnings, cash conversion, balance sheet risk, and sensitivity to the key assumptions that drive value.

  • Market value; going concern; 100% equity basis.
  • Enterprise value estimated first; bridged to equity via cash, debt, and debt-like items.
  • No audit or verification procedures have been performed.
  • This note is not investment advice and should not be used as a fairness or solvency opinion.

Document Control

ItemDetail
Client / Intended userProspective acquirer or investor (screening use only)
Subject companyNewco Ltd (illustrative)
PurposeAcquisition screening and feasibility assessment
Basis of valueMarket value; going concern; 100% equity
MethodsDiscounted cash flow (DCF) plus market multiples (EV/Revenue and EV/EBITDA)
ConfidentialityConfidential; not for wider distribution without consent

This document is a worked example of the acquisition feasibility note a client will receive. It is designed to be repeatable: inputs are modelled in Excel, and the written analysis is generated to a consistent structure and standard.

Section 3

Company Overview

Newco Ltd is an illustrative mid-market engineering business used to demonstrate the screening format. In a live engagement, this section summarises products, end-markets, competitive position, customer concentration, and operational footprint.

Business Model

Manufactures tight-tolerance, mission-critical components and sub-assemblies in small-to-medium batch runs. Value proposition: reliable quality, repeatable delivery, and problem-solving capability for complex parts.

End-Market Mix

Industrial Aerospace / Defence Automotive Medical Devices Specialist Machinery

Regulated sectors support stickier margins; cyclical sectors can amplify downside risk.

Competitive Levers

  1. 01Documented quality management discipline.
  2. 02Engineering capability reducing customer rework and scrap risk.
  3. 03Short lead times driven by planning and capacity flexibility.
  4. 04Embedded relationships with procurement and engineering stakeholders.

Customer Concentration Risk

Treated as a first-order risk. In a live mandate, tested by revenue, margin by customer, length of relationship, and whether demand is contract-backed or purchase-order driven.

Screening Triggers

Any single customer exceeding 20% of revenue or the top five exceeding 50%.

Operational Footprint

One main UK manufacturing site with CNC capacity, inspection/metrology capability, and a supporting engineering and commercial team.

Diligence would validate machine utilisation, maintenance standards, scrap and rework levels, and depth of management below the owner/MD.

Section 4

Historical Financial
Performance

FY2023–FY2025. A business with meaningful scale and improving unit economics. The key screening question is whether the margin profile is repeatable — and on what evidence.

4.1 — P&L Highlights (FY2023–FY2025)

MetricFY2023FY2024FY2025 (model)
Revenue£24.0m£25.5m£27.0m
Gross margin35.0%35.5%36.0%
Gross profit£8.4m£9.1m£9.7m
EBITDA (reported)£2.95m (12.3%)£3.35m (13.1%)£3.699m (13.7%)
EBITDA (adjusted)£3.20m (13.3%)£3.60m (14.1%)£4.049m (15.0%)
Net margin6.5%7.0%8.0%
Net income£1.56m£1.79m£2.16m

FY2023 and FY2024 figures are illustrative assumptions for sample purposes. FY2025 figures are taken from the model snapshot.

4.2 — EBITDA Quality: Reported vs Adjusted

FY2025 EBITDA BridgeAmount
Reported EBITDA£3.699m
Total add-backs / normalisation£0.350m
Adjusted EBITDA (model)£4.049m
Buyer Implication
If add-backs are evidenced and accepted, adjusted EBITDA supports a higher and more defensible price. If add-backs are rejected, value compresses quickly under EV/EBITDA pricing.

4.3 — Balance Sheet & Leverage Bridge (FY2025)

Bridge ItemAmount
Cash£2.2m
Debt (excluding leases)£2.45m
Lease liabilities (debt-like)£0.9m
Net debt (excluding leases)~£0.25m
Net debt (including leases)~£1.15m

Leverage is very low (net debt/EBITDA 0.07×). Lease liabilities are debt-like and included in the EV-to-equity bridge.

4.4 — Working Capital & Cash Conversion (FY2025)

MetricFY2025Why it matters (acquisition view)What to test in diligence
Receivable days55Cash tied up in debtors; growth can absorb cash.Ageing, disputes, concentration, payment discipline.
Payable days40Supplier funding supports cash; too high can indicate stress.Validate terms vs actual and supplier dependency.
Inventory days42.2Inventory quality impacts cash and potential write-downs.Obsolescence, WIP valuation, slow-moving stock.
Cash conversion cycle57.2 daysIndicates ~2 months of cash tied up in operations.Seasonality and working capital volatility under growth.

Section 5

Key Ratios (FY2025)
— Acquisition Interpretation

ROCE of 32.2% materially exceeds the WACC hurdle of 10%, signalling capital is being deployed efficiently. Net leverage is very low. The principal operational risk is cash conversion — roughly two months of cash tied up in working capital.

Gross Margin
36%
Stable unit economics and pricing discipline.
Could mask customer-specific pricing pressure — test margins by customer and product.
EBITDA Margin (Adj.)
15.0%
Higher sustainable earnings if add-backs are proven.
Add-backs may be rejected — value compresses quickly if earnings quality is challenged.
ROCE
32.2%
Return exceeds WACC (10%): clear evidence of value creation.
May be inflated if maintenance capex is understated — confirm the asset condition.
Net Debt / EBITDA
0.07×
Very low gearing — reduces downside risk and improves deal flexibility.
Confirm off-balance sheet debt-like items (leases, deferred revenue, provisions).
Ratio FY2025 Benefit (why a buyer cares) Downside / What to test
Net margin8.0%Strong conversion to bottom-line profitability.Can still hide cash drag from working capital growth.
Current ratio2.49×Comfortable short-term liquidity.Very high liquidity can signal inefficient working capital management.
Quick ratio1.92×Liquidity remains strong excluding inventory.Receivables quality matters — test ageing and disputes.
Cash ratio0.63×Solid immediate liquidity vs current liabilities.Sensitive to debtor slippage or seasonal working capital swings.
Debt-to-equity0.35×Conservative leverage; deal flexibility retained.May be under-optimised capital structure (not a risk per se).
Interest cover (EBITDA/interest)24.7×Debt service not a constraint.Will compress if rates rise materially — starting point is strong.
Altman Z-score3.84Low distress risk on model fundamentals.Not a substitute for diligence; operational shocks can still hit cash.
Asset turnover2.00×Efficient revenue generation from assets.Could signal underinvestment — check maintenance capex against replacement cycle.

Section 6

Forecast & Cash Flow
FY2026–FY2030

Forecasts are treated as assumptions to be tested in diligence. The few variables that drive value: revenue growth, margins, working capital intensity, and reinvestment.

6.1 — Forecast Summary (FY2026–FY2030)

MetricFY2026FY2027FY2028FY2029FY2030
Revenue£28.35m£29.77m£31.26m£32.82m£34.46m
EBITDA (reported)£3.97m£4.23m£4.50m£4.82m£5.17m
EBITDA margin14.0%14.2%14.4%14.7%15.0%
Free cash flow (FCF)£1.675m£1.759m£1.847m£1.939m£2.036m

Revenue and EBITDA figures are illustrative to complete the sample. Free cash flow is set to be consistent with the DCF output.

6.2 — DCF — Model Inputs (Base Case)

InputValue
WACC (discount rate)10%
Terminal growth2.5%
Maintenance capex (assumption)3% of revenue

Base-Case DCF Output

Enterprise Value
£24.2m
Equity Value
£23.0m

DCF anchors value to cash conversion and risk pricing, not market sentiment. Sensitive to WACC and terminal growth — stress-test in diligence.

DCF Sensitivity — WACC vs Enterprise Value

Terminal growth held at 2.5% across all scenarios.

WACCImplied Enterprise Value (EV)
9%£28.0m
10% (base)£24.2m
11%£21.3m
WACC 9% £28.0m
WACC 10% ★ Base £24.2m
WACC 11% £21.3m

Section 7

Market Multiple Valuation
— Cross-Check

Multiples validate the valuation range against comparable listed engineering businesses, adjusted down for SME size and liquidity. EV/EBITDA is the primary yardstick; EV/Revenue is the secondary cross-check.

7.1 — Multiples Applied

MethodApplied MultipleEVEquity
EV / Revenue1.10×£29.8m£28.7m
EV / EBITDA (adj.)8.18×£30.3m£29.1m
Overall EV Range £24.2m — £30.3m
Working Equity Anchor £26.7m

Why Two Lenses?

DCF anchors value to free cash flow after working capital and reinvestment needs — the most disciplined test. However, it is sensitive to WACC and terminal growth assumptions.

EV/EBITDA is the most common acquisition pricing mechanism in the mid-market. Capital-structure neutral and gives a quick read on debt capacity. Primary yardstick.

EV/Revenue is less sensitive to accounting classifications, but can overstate value in low-margin businesses — hence secondary only.

"The practical conclusion is a valuation range rather than a single number: £24.2m to £30.3m EV. Anchor at £26.7m equity for screening, with the explicit intent that diligence outcomes move price toward the top or bottom of the range."

Section 8

Buyer Conclusion
& Offer Strategy

On the modelled information, the business screens as an attractive acquisition candidate. The following frames the offer anchor, conditions for the top end, and deal protections to manage downside.

8.2 — Screening Anchor

£26.7m
Equity Value

Working price for screening. Final price migrates toward the top or bottom of the range based on diligence outcomes.

8.3 — Top-End Conditions

  • Adjusted EBITDA is evidenced and accepted.
  • Working capital predictable; receivables ageing clean; inventory quality confirmed.
  • Forecast growth supported by order book, retention, pricing history.
  • Maintenance capex consistent with model assumptions.

8.4 — Deal Protections

Use a working capital peg and completion accounts. The offer is based on a normal trading level of working capital.

Completion accounts adjust price versus the peg: if working capital is above the peg, price increases; if below, price decreases. Ensures the business transfers with the appropriate level of debtors, stock, and creditors to trade normally.

8.5 — Progression Plan: From Screening to Offer

01
Screening
Decide if the opportunity merits diligence.
Value range, anchor & diligence tests
02
Confirmatory Financial Diligence
Validate earnings quality and cash conversion drivers.
QoE items; working capital normalisation
03
Indicative Offer (NBO)
Set price and key terms while preserving optionality.
NBO with value, structure, conditions & timetable
04
Full Financial Due Diligence
Deep-dive on risks and confirm deal economics.
Formal QoE report; SPA term support
05
Completion
Execute SPA and transfer ownership.
Signed SPA; completion accounts; integration plan
Indicative Offer Guidance
An indicative offer could be framed on a debt-free/cash-free basis at an enterprise value of ~£27.8m, bridging to equity value via a net debt and lease adjustment (c.£1.1m–£1.2m). The offer should be conditional on QoE validation and a working capital peg.

Section 9

Diligence Tests &
Information Request

The purpose of diligence is to convert a screening range into a defensible final price by testing the assumptions that drive value.

9.1 — Priority Financial Diligence
  • Validate EBITDA add-backs: supporting invoices, contracts, and recurrence assessment.
  • Working capital: receivables ageing, dispute log, credit notes, and customer concentration.
  • Inventory: ageing, obsolescence policy, WIP valuation method, and write-down history.
  • Capex: maintenance vs growth split; asset condition; replacement cycle; capex backlog.
  • Debt-like items: leases, deferred revenue, provisions, warranty liabilities, and customer rebates.
9.2 — Commercial Diligence: Value Drivers
  • Customer concentration and contract durability (renewal history, pricing clauses).
  • Margin by customer and product to identify cross-subsidy or pricing pressure.
  • End-market cyclicality and exposure to single sectors.
  • Supplier dependency and pricing volatility on key inputs.

Section 10

Limiting Conditions

This report is prepared for acquisition screening only. It is based on information and assumptions provided in the model and has not been audited or independently verified. Actual results may differ materially from forecasts. No responsibility is accepted for decisions made by third parties based on this document.

Glossary

Key Terms

Enterprise Value (EV)
Value of the operating business before financing items.
Equity Value
Value attributable to shareholders after adjusting EV for cash, debt, and debt-like items.
EBITDA
Proxy for operating earning power. Not the same as cash.
Free Cash Flow
Cash generated after tax, working capital movement, and reinvestment (capex).
DCF
Values the business based on forecast free cash flow discounted back to today.
WACC
Hurdle return reflecting risk. Higher WACC reduces DCF value.
Terminal Growth
Long-run growth rate assumed after the explicit forecast period. Held at 2.5% in the base case.

Achieve Corporation — Financial Modelling

Commission Your
Own Valuation Model

This is the standard output a client receives: a deal-grade valuation model in Excel, paired with a structured acquisition feasibility note. Built to the same standard whether you are screening an acquisition or preparing to buy.

What you receive

DCF model + market multiples cross-check + acquisition feasibility memo, structured to investment committee standard.

Delivered by

Mark Ross Roberts FMVA, CBCA — directly. No junior analysts. No delegated modelling.

Book a Confidential Discussion [email protected]