Build · Scale · Exit

The Model

The HoldCo playbook for £1m–£10m owners

Ric Wilson ·

You're closer to this than you think

There's a story owners tell themselves. Building a group of businesses is what other people do. People with a fund. People in glass offices in Mayfair. People who wear the right shoes and speak in acronyms.

Rubbish.

The people running the smartest buy-and-build groups in the country started exactly where you are. One decent business making somewhere between one and ten million. What they had that you might not yet is a playbook. So here it is, in plain English, with nothing left out to keep it mysterious.

Step one: pick the platform

A HoldCo needs a platform. That's the business everything else gets built on and around. Usually it's the one you already own.

Before it can be a platform, it has to be able to carry weight. Right now, be honest, yours probably can't. Most owner-run businesses this size run on the owner's head. You are the system. You are the memory. You are the thing that stops it falling over on a bad week.

That's fine for a job. It's useless as a platform, because the day you try to bolt another business onto it, you become the single point of failure for two companies instead of one.

So step one is to fix your own house first. Align the people so the place doesn't depend on your mood. Build the process so it runs the same way whether you're there or in Portugal. Get everything onto one system so you can actually see the numbers. Do this and you've turned a job into a platform. Skip it and every acquisition just doubles the chaos.

"Right now you're not the owner of the business. You're the operating system. Change that first."

Step two: get the group structure right

Before you buy anything, get the wrapper sorted. This is the boring bit that saves you a fortune later.

A HoldCo, put simply, is a parent company that owns the shares in your trading businesses. You buy the next business into the group, not into your existing company. Each one sits underneath the holding company as its own entity. Get a proper corporate adviser and a tax adviser in early, because how you structure this affects how much tax you pay when you eventually sell, and that's not a number to guess at.

I'm not going to throw fake figures at you here. The point is simple. The structure you set up at the start decides how clean and how rich your exit is at the end. Cheap and rushed at the beginning gets expensive at the finish. Sort it before deal one.

Step three: buy the first one properly

Your first acquisition teaches you more than the next five. So buy small enough that a mistake won't sink you, and buy something you actually understand.

Look for tired owners in your own world. A competitor whose founder wants out. A supplier whose kids don't want the business. A smaller firm that's good at the work but bad at running itself. These sell on low multiples because they're small and dependent, and that's the whole opportunity. You buy the earnings cheaply and revalue them by putting them inside your bigger, better-run group.

Approach the owner like a person, not a spreadsheet. Most sellers this size care who takes over the thing they built. They'll often take a fairer price from someone who'll look after their people than a higher one from a stranger who won't. Trust does more for your buy price than any clever offer.

Fund it sensibly. There are more ways to pay for a small business than emptying your own account, including seller finance, where the person selling lets you pay part of it over time out of the profits the business makes. Take proper advice on funding. Don't bet the platform on one deal.

Step four: fold it in, don't bolt it on

This is where most HoldCo dreams die. The owner buys three businesses and ends up with three businesses, not one group.

Every acquisition has to disappear into the platform. Same system. Same way of working. Same numbers on the same dashboard. Within a few months, the business you bought should look and run like the rest of the group, not like a lodger with its own front door.

If you can't see the combined numbers of the whole group on one screen, what you've built is a collection, not a group. And a collection sells for far less than a group, because a buyer can't see into it and won't pay for what they can't see.

Fold each one in properly before you buy the next. Discipline here is what separates a portfolio worth owning from an expensive pile of admin.

Step five: build toward the buyer

From day one, build the group that a private equity firm would want to own. That means predictable earnings, clean data, and a management team that runs the place without you.

You're building to sell it, one day, for a number that reflects the whole group and its size, not the sum of a few small businesses. Every decision, from the system you choose to the managers you promote, either moves you toward that or away from it.

Keep the buyer in mind at every step and the exit takes care of itself. Forget them until you're ready to sell, and you'll spend your last two years frantically fixing what you should have built all along.

Start with an honest score

The whole playbook rests on step one. If your platform can't carry weight, nothing above it stands.

A strategy call gives you a straight read on exactly that. We map your business against what a buyer looks for and show you whether you're ready to start buying, or whether you've got foundation work to do first. No pitch. Just the truth about where you stand.

Get the score. Then start building the group.