At Beyond M&A, not every tech due diligence project is a clean-cut SaaS assessment with code repositories and CI/CD pipelines. In fact, a growing portion of our work focuses on Professional Services firms—businesses where technology is embedded in operations, even if they don’t identify as “tech companies.”
These assessments often start as internal IT reviews, but quickly evolve. That’s because many of these firms don’t just use software—they’ve built it, rely on it, or plan to monetise it. In these cases, what looks like a traditional IT or ops assessment turns into a SaaS evaluation in disguise.
Here are the high-level questions we typically explore:
- How does the software contribute to the P&L?
- What operational efficiency does the tech enable?
- Where are the value creation levers post-deal, particularly through tech-enabled growth?
The Three Scenarios We Encounter
Most of these transformations happen because the target firm falls into one of three categories:
1. They’ve Built Their Own Business Management System (BMS)
This is where it gets interesting. Often, a founder met a developer in a pub or learned to code themselves. They spun up a custom system to match their workflows, pulling in useful APIs and automating manual processes. It’s scrappy, powerful—and undocumented.
Examples:
- A car servicing chain that built a system for job tracking, eliminating paper waste and increasing throughput
- A language translation agency with tech that assigns projects and manages distributed contractor teams
- An IT MSP with a custom CRM and service platform supporting 900 concurrent users
These are real assets. But when the dev team is reactive, and nothing is documented, investors start asking: “Why are we spending so much on this team?”
The main issue isn’t code—it’s communication. The value the BMS delivers is often taken for granted by management. The dev team may be on the chopping block when, in fact, they’re maintaining a platform that’s holding the business together.
2. They Want to Productise the BMS Into a SaaS Platform
This is a common story: “Our internal system works so well, we want to sell it.” The vision? A recurring revenue stream, potentially bigger than the services business itself.
We’ve seen:
- An energy broker aiming to license their quoting and compliance engine
- An HR consultancy spinning up a self-serve platform for SMEs
- A manufacturing firm launching a separate software company
These are ambitious, exciting moves. But there’s a catch: the original BMS was never built with multi-tenancy, cybersecurity, or commercial scale in mind. So while the concept is strong, the product often lacks SaaS architecture maturity—posing a risk if marketed prematurely.
3. They Use a Niche SaaS Platform Maintained by a Solo Developer
Some firms rely on highly specialised software that’s perfect for their needs—and maintained by a single developer or micro team. These tools are often deeply embedded, running everything from CRM to invoicing.
Examples:
- Manufacturing firms relying on custom platforms tailored over a decade
- Logistics firms using legacy systems that still “just work”
The risk here isn’t with the target firm—it’s with the third-party SaaS provider. If the codebase is fragile, unsupported, or undocumented, the entire business process is at risk. In these cases, Tech DD expands to include the provider itself: their security, hosting, version control, and continuity planning.
Why This Matters for Buyers
Services firms that rely on tech—especially custom or third-party platforms—require a different lens in DD. What starts as an ops or IT review quickly turns into a strategic assessment of tech debt, optionality, and resilience.
So next time someone says “it’s just a services business,” remember:
It might be a SaaS business in disguise.
