Business
Selling Your Business? The Risks SME Owners Often Overlook Before Completion
Selling a business is often viewed as the finishing line. For many SME owners, it represents years of work, risk, reinvestment and personal commitment finally being converted into value.
But the sale process itself can create risks that are easy to underestimate.
Most owners focus heavily on valuation, finding the right buyer and negotiating the headline price. Those are important, but they are only part of the picture. The detail behind the deal can have just as much impact on the final outcome, especially when due diligence, warranties, indemnities, deferred consideration and post-completion claims come into play.
For owners preparing to sell, the question is not only ‘what is my business worth?’ It is also ‘what could come back to affect me after the deal is signed?’
Completion does not always mean the end of risk
A common misconception is that once a sale completes, the seller can simply walk away. In practice, many business sales include ongoing obligations for the seller.
The buyer will usually expect a detailed set of warranties in the Sale and Purchase Agreement. These are statements about the condition of the business, its finances, contracts, employees, assets, liabilities, tax position and other key areas. If a warranty later proves to be inaccurate, the buyer may have grounds to bring a claim.
For SME owners, understanding their personal liability risk after selling a business is an important part of preparing for a cleaner exit. Even where a deal appears straightforward, the wording of the agreement, the accuracy of disclosures and the scope of warranties can all affect the seller’s position after completion.
As John Goodson, Client Director at Macbeths, explains: “Many owners assume the risk ends when the deal completes. In reality, the warranties and statements made during a sale can leave sellers exposed if issues are discovered later. That is why preparation, disclosure and specialist advice matter before terms are agreed.”
This is where owners can be caught out. Even if there is no intention to mislead, a historic issue, missing record or poorly disclosed problem can create friction after completion. The risk is often higher in owner-managed businesses, where key information may sit with a small number of people rather than in a formalised reporting structure.
A buyer does not want surprises after paying for a business. If they discover something that affects the value of what they have bought, they may look for a route to recover that loss.
The risks SME owners often overlook
Every transaction is different, but there are several areas where SME owners often underestimate their exposure.
1. Incomplete or rushed disclosure
Disclosure is one of the seller’s main protections during a business sale. If a known issue is properly disclosed to the buyer before completion, it can reduce the chance of that issue forming the basis of a later warranty claim.
The problem is that disclosure is often rushed. Owners may be balancing the transaction with the day-to-day running of the business, while also dealing with advisers, buyers, employees and confidentiality concerns.
Examples of issues that may need careful disclosure include:
- Customer disputes
- Supplier contract issues
- Late payments or bad debt
- Employment grievances
- Health and safety incidents
- Regulatory concerns
- Pending tax queries
- Lease or property issues
- Data protection breaches
- Software licensing gaps
None of these automatically prevents a sale, but failing to identify and disclose them clearly can create unnecessary risk.
2. Overconfidence in financial records
Many SME owners know their numbers well, but buyer due diligence will often go deeper than management accounts or year-end figures.
Buyers may test revenue quality, customer concentration, recurring income, margins, stock value, debtor recoverability, working capital and normalised profit. They may also look for unusual adjustments, related-party transactions or dependencies on the current owner.
If the buyer finds inconsistencies late in the process, the result may be a reduced valuation, delayed completion, a demand for additional warranties or a larger retention.
Strong financial preparation is not just about presenting the business well. It is about reducing the chance of the deal being renegotiated when momentum should be building.
3. Contract and customer risks
For many SMEs, value is tied closely to customer relationships and key contracts. That creates risk if those contracts are informal, poorly documented or dependent on the current owner.
Owners should pay particular attention to:
- Change-of-control clauses
- Termination rights
- Exclusivity provisions
- Personal guarantees
- Long-term pricing commitments
- Verbal or informal agreements
- Contracts due for renewal shortly after completion
A buyer may be concerned if significant revenue could disappear after the sale. Even where there is no immediate problem, unclear contract terms can weaken the seller’s position during negotiation.
4. Employment and people issues
People risks are often underestimated, especially in smaller businesses where HR processes may have developed informally over time.
Potential issues include unclear employment contracts, undocumented bonus arrangements, unresolved grievances, restrictive covenant concerns, holiday pay issues, contractor status questions and key-person dependency.
A buyer will want to understand whether the business can continue to operate effectively after the owner exits. If knowledge, client relationships or operational control sit too heavily with one person, the buyer may seek additional protections or reduce the price.
For this reason, succession planning and management structure can be just as important as financial performance.
5. Tax, VAT and historic liabilities
Tax and VAT issues can be particularly sensitive because they may relate to periods before the buyer owned the business. Buyers will often seek warranties or indemnities to protect themselves from historic liabilities.
This does not mean every business needs to have a perfect tax history before going to market. But it does mean sellers should understand any areas of uncertainty and take appropriate tax advice before they become buyer concerns.
Waiting until due diligence is underway can leave the seller with less control over the narrative.
6. Data, cyber and systems risk
Cyber and data protection risks are now part of mainstream transaction due diligence. Buyers may want to know how customer data is held, whether systems are secure, whether there have been historic breaches and whether software licences are valid and transferable.
For SMEs, this can be a weak spot. Systems may have been built gradually over many years, with old platforms, shared logins, informal processes or unclear ownership of digital assets.
A buyer does not just want the trading business. They want confidence that the infrastructure supporting it is stable, compliant and transferable.
7. Deferred consideration and earn-outs
Not every sale is paid entirely on completion. Some deals include deferred consideration, earn-outs or performance-based payments. These structures can help bridge a valuation gap, but they also create risk for the seller.
If future payments depend on performance after completion, the seller needs to understand how that performance will be measured and who controls the factors that influence it.
Common points of dispute include:
- Revenue recognition
- Cost allocation
- Management control
- Customer retention
- Integration decisions
- Accounting treatment
- Targets that are not clearly defined
A headline price can look attractive, but the certainty of payment matters just as much.
How owners can reduce risk before going to market
The strongest position is usually built before the business is formally marketed. Once a buyer is engaged and due diligence has started, the seller has less time and less control.
Owners considering a sale should take practical steps early.
Get the business sale-ready
This means organising financial records, contracts, policies, employee documentation, supplier agreements, leases, licences and corporate records before they are requested.
A clean data room can give buyers confidence and reduce delays. It also helps advisers identify issues before they become deal obstacles.
Review the likely warranties in advance
Owners should not wait until late in the process to think about warranties. Reviewing the likely warranty areas early can help identify where information is missing, where disclosures may be needed and where advice should be taken.
This can also prevent sellers from agreeing to statements they cannot properly verify.
Resolve obvious issues where possible
Some issues cannot be fixed before sale, but many can be improved.
For example, expired contracts can be renewed, informal employee arrangements can be documented, customer disputes can be resolved, software licences can be checked and governance records can be updated.
These actions may seem administrative, but they can support buyer confidence and reduce negotiation pressure.
Take advice early
A business sale is not the time to rely on assumptions. Legal, tax, accounting and corporate finance advice should be brought in early enough to shape the transaction, not just react to it.
For some transactions, insurance advice is also worth including in the conversation before terms are finalised. Alongside legal, tax and financial input, specialist mergers and acquisitions insurancecan help address certain risks connected to warranties, indemnities and post-completion claims. The suitability of this type of cover will depend on the structure of the deal, the size of the transaction and the specific risks being transferred, and any cover will be subject to policy terms, conditions and exclusions.
The important point is timing. Insurance should not be treated as a last-minute consideration once the deal is already advanced. If it may be relevant, it is better to explore it early.
The value of a cleaner sale process
A well-prepared sale process does not only reduce risk. It can also protect value.
Buyers are more likely to challenge price or seek additional protections when they find uncertainty. By contrast, a seller who can provide clear records, sensible disclosures and a well-organised due diligence process is usually in a stronger negotiating position.
This does not mean hiding weaknesses. It means understanding them, addressing them where possible and disclosing them properly where needed.
For SME owners, this can make the difference between a sale that proceeds smoothly and one that becomes slower, more expensive and more stressful than expected.
A final checklist for SME owners preparing to sell
Before going to market, owners should ask themselves:
- Are our financial records complete, consistent and easy to explain?
- Are key customer and supplier contracts properly documented?
- Do any contracts include change-of-control clauses?
- Are employee contracts, policies and records up to date?
- Are there any unresolved disputes, claims or complaints?
- Have we reviewed tax, VAT and historic liabilities?
- Are software, data and cyber risks properly understood?
- Could the buyer ask for deferred consideration, retention or escrow?
- Are we clear on what warranties we may be asked to give?
- Have we taken advice on how to reduce post-completion exposure?
Selling a business is one of the most important commercial decisions an owner can make. The most successful exits are rarely built at the negotiation table alone. They are built through preparation, clear records, early advice and a realistic understanding of where risk may sit after completion.
For owners thinking about a sale, the best time to address these issues is before the buyer starts asking difficult questions.
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Betting on India’s travel boom? Motilal Oswal sees TBO Tek and Ixigo as key beneficiaries
The industry has evolved significantly over the past two decades—from a fragmented, offline agent-driven market to a digitally enabled ecosystem led by online travel platforms.
The next phase of growth is expected to be driven by artificial intelligence, enabling hyper-personalized travel planning, dynamic packaging, and real-time decision-making.
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Easing international travel regulations and growing connectivity are further accelerating travel demand across both domestic and international segments.
Against this backdrop, India’s online travel market is expected to outpace global growth trends. The market is projected to expand from approximately INR 2.1 trillion in FY23 to INR 3.8 trillion by FY28, reflecting a CAGR of around 13%, significantly higher than the global online travel market growth rate. Online channels are also expected to gain share, with digital penetration rising to nearly 65% of total travel bookings from about 54% currently.Scalability within the sector is increasingly determined by technological capabilities, supplier network depth, automation, customer acquisition efficiency, and the ability to cross-sell complementary travel services.
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While competitive intensity, supplier dependence, macroeconomic sensitivity, and technological disruption remain key risks, the medium-term outlook remains favorable.
The combination of underpenetrated online travel adoption, expanding digital infrastructure, and AI-enabled personalization positions India’s travel technology ecosystem as a compelling long-term growth theme.
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TBO Tek delivered a resilient performance despite geopolitical disruptions across key travel corridors. Management expects travel demand to rebound as conditions normalize, supported by recovery in Middle East markets, strong momentum in Europe, increasing international travel, and ongoing integration of Classic Vacations, which should enhance scale and operating synergies. Revenue grew 83% YoY in 4QFY26, aided by the consolidation of Classic Vacations, while organic revenue increased 21% YoY. MTB grew 15% YoY, EBITDA rose 23% YoY, and PAT increased 2% YoY. For FY26, consolidated GTV grew 19% YoY, reflecting healthy underlying demand despite temporary disruptions in key travel markets. We maintain a BUY stance on TBO Tek, supported by its diversified travel platform, strong execution, and favourable industry trends. We expect revenue/EBIT/PAT CAGR of 37%/35%/30% over FY25-28E, driven by increasing contribution from high take-rate hotel and ancillary segments, international expansion, and benefits from the Classic Vacations integration.
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(The author is Siddhartha Khemka, Head – Research, Wealth Management, Motilal Oswal Financial Services Ltd.)
(Disclaimer: Recommendations, suggestions, views, and opinions given by experts are their own. These do not represent the views of the Economic Times)
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“The jury is still out”: Why Kohli has zero IT exposure
Kohli has held a bearish view on the sector for several months and is not softening his stance. His core concern is not that Indian IT companies will disappear, he is clear they won’t, but the sector’s defining characteristic, growth, is missing. “My style of investment is basically growth and that is going to be missing here,” he told ET Now, adding that the exaggerated market reaction to every piece of weak data signals how deeply investors distrust the sector’s near-term trajectory.
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How an Off-Grid Founder Retreat Actually Resets Your Thinking (and What It Costs)
The founders I speak to are tired. Not in a “long week” way. Tired in a way that doesn’t fix itself with a Friday off or a weekend in the Cotswolds. The phone follows them everywhere. Slack notifications onto the train. An investor email they “just need to glance at” before bed.
If you’re reading this, you probably know what I mean.
I want to talk about something that has worked for me, and a handful of founders I’ve sent the same way — a real, deliberate, off-grid founder retreat in a place that physically refuses to let you stay reachable. I’ll be honest about what it costs, where it falls down, and the parts most articles miss.
Why a spa weekend doesn’t actually work
The spa weekend is the polite version of the problem. You arrive. You meditate badly. The food is good. You check your email at 7am and 11pm because the signal is still there, and so are you.
The Harvard Business Review has been writing about executive burnout for years now, and one of the threads researchers keep returning to is that recovery requires psychological detachment — not just physical absence from work. You need an environment where the temptation is genuinely removed, not just frowned upon. Most UK spa breaks fail that test.
I tried the local route first. A long weekend in Wales. Phone in a drawer. Within forty-eight hours I’d opened it three times “just to check the weather.” The reset didn’t take.
What being properly off-grid does to your brain
The first time I genuinely lost signal was inside Masai Mara National Park in Kenya. Not by choice, exactly. The lodge had Wi-Fi at reception and that was the entire offering. You walked there. You sat down and queued.
By day three I’d stopped going to reception.
There’s a particular thing that happens when your phone stops being an option. Your brain stops the background calculation of what if someone needs me. The cortisol drops in a way it can’t drop when you’re 200 yards from a Wi-Fi router. You start sleeping properly, which is a thing most founders haven’t done in years.
The lodge I stayed at was arranged through an operator I’d researched in advance. The time saved here matters more than people realise. Look at established East African travel specialists who handle the planning end-to-end rather than trying to stitch flights, transfers, and park permits together yourself when you’re already running on fumes.
The part I wasn’t expecting
Here’s something I haven’t seen written about properly in the corporate-retreat articles.
It wasn’t the wildlife that did the work. The lions were extraordinary, the migration crossings were genuinely a sight you don’t forget — wildebeest in their hundreds piling into a brown river while the air smelled of dust and wet hide. But that’s not what reset me.
It was the silence at 4:30pm when the wind dropped, the grass stopped moving, and you could actually hear your own breathing. There is no equivalent in a London co-working space. There is no equivalent in a Cornwall holiday cottage. The sound of nothing, in a landscape that extends past the horizon in every direction, does something a meditation app can’t fake.
A friend who runs a fintech in Manchester told me the same thing, in different words, after she went the following year. “I didn’t realise how loud my life was until it stopped.”
The honest cost picture for 2026
Park fees were updated in 2026 and the payment systems are now mostly digital. Kenya Wildlife Service parks are paid through kwspay.ecitizen.go.ke before you arrive. Masai Mara uses a separate Narok County system, which catches almost everyone out the first time.
Where the entry rates sit right now for international visitors:
- Masai Mara: $100 per adult per day from January through June, $200 per adult from July through December.
- Nairobi National Park: $80 per adult per day. There is also a combined “Nairobi Package” pairing the Park with the Safari Walk and Animal Orphanage for $105 per adult — useful if you’ve a stopover day before flying onward.
A practical detail nobody mentions until you’re at the gate: Mara tickets are valid for 12 hours, not 24. KWS tickets are 24. Enter the Mara at 4pm thinking you’ve covered tomorrow morning’s drive, and you haven’t.
Entry fees are only part of the cost. A serious off-grid retreat — flights, transfers, a good lodge, a private vehicle — typically runs $4,000 to $8,000 per person for five to seven nights. There are cheaper versions and considerably more expensive ones. For a realistic sense of what a full itinerary looks like and how seasonal pricing affects the budget, it’s worth reviewing typical Mara-region trip itineraries and recommended travel windows before you brief your assistant on the booking.
Concerns founders raise
“I can’t be unreachable for a week.” This is the most common one, and it deserves a bit of pushback. If your business genuinely can’t function without you for seven days, that itself is the burnout signal — the company is too dependent on a single nervous system. Most founders who go discover the team copes. The ones who plan it well brief two deputies and set an emergency contact protocol before they leave.
“What if something goes wrong out there?” A reasonable question. Malaria is a real risk in the Mara, and a travel-medicine appointment in the UK before you fly isn’t optional. Most reputable operators have evacuation insurance built into the package, but I’d verify it rather than assume.
“Will I actually disconnect, or will I just stew on work for a week?” Honestly, the first couple of days are awkward. The mental chatter doesn’t stop because the signal does. By day three or four most people I know describe something shifting. If it doesn’t, you’ve learned something important about how much your work has colonised your inner life — and that’s information worth having.
Where I got the planning wrong
My first attempt at this, I packed it too tight. I had built an itinerary with three lodges in seven days, an internal flight transfer in the middle, and a pre-dawn balloon ride on day four. By day five I was more tired than when I’d arrived. Moving accommodation is exhausting in the Mara because the roads are rough and the days start before dawn.
The version that worked, two years later, was simpler. One lodge. Six nights. No internal flights. A guide called Patrick — a licensed safari guide with a decade in the job — suggested we skip the dawn drive on day three and have a slow morning instead. That single piece of advice did more for me than the rest of the itinerary combined.
The trade-off is real, though. You see less wildlife when you slow down. If your goal is photography or a comprehensive Big Five tick-list, the slow version isn’t for you. If your goal is to feel like yourself again, it is.
When this isn’t the right answer
Worth saying — this won’t fix a burnout that’s been building for five years. It won’t fix a co-founder relationship that’s broken. It won’t replace therapy if you actually need therapy. BMMagazine has covered why rested founders build better businesses more thoroughly than I can here, and it’s worth reading alongside this piece.
What an off-grid week can do is interrupt the pattern long enough for you to see clearly what needs changing when you come home. That’s the pitch. It’s a smaller claim than the wellness industry usually makes, and it happens to be true.
If you’re considering one, the practical advice is unromantic. Book early. Peak season (July through October) sells out at the better lodges twelve to fourteen months ahead. Brief your team months out, and build buffer days at both ends so you’re not stepping off a long-haul flight straight into a board meeting.
The rest of it — the actual reset — that part the wilderness does for you. You just have to get yourself there.
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