Category: Blog

16-Points to Boost your Exit Valuation (Part II)

September 30, 2025

You’ve built your firm from scratch, delivered projects across geographies, and perhaps now you’re thinking: “If I ever exit, what’s this business really worth?”

Valuation is part art, part science. But more importantly, valuation is something you can influence—if you prepare ahead. Based scores of deal conversations, negotiations and closures driven by Ecosystem Ventures M&A team, we prepared a hands-on guide for Indian IT services founders on how to prepare to optimize their valuations.

Part-I covered the background, valuation methodologies and the 16 Key Factors to boost one’s valuation. In this concluding Part-II, ESV team has added remaining notes on the subject.

6–12 Month Preparation Checklist for Founders

Here’s a practical roadmap to get “deal ready.”

Focus AreaActions to Take
FinancialsPrepare clean, audited books; remove one-off expenses; standardize revenue recognition
Client / Contract DocumentationEnsure all contracts, renewals, SLAs are in place and documented
Operational MetricsStart tracking utilization, billing realization, bench, attrition, project budgets
Legal & ComplianceResolve any lawsuits, ensure IP ownership, verify compliance in SEZ/STPI policies
Leadership & SuccessionGroom second-line leadership; document roles & responsibilities
Founder Transition PlanDraft your own 2–3 year employment or advisory agreement to reassure buyer
Story & PitchCreate a 20–30 slide “investment memo” – why buy you, risk mitigation, growth path

 

You don’t want to enter a negotiation with sloppy books or unresolved legal tangles. Buyers will use every uncertainty to discount your value.

How Buyers Might Structure the Deal

A valuation is only part of the deal. Here’s how buyers often layer in risk mitigation:

  • Upfront cash + Earn-Outs / Milestones: part of the deal is locked in to post-transaction performance.
  • Retention / Holdback: a portion of the purchase price may be held for a period (6–24 months) to guard against surprises.
  • Escrow / Indemnity Reserves: to cover liabilities or breaches uncovered later.
  • Equity Rollover: you may be asked to reinvest part of your proceeds into the new entity, to maintain alignment.

Your goal is to maximize the certain / upfront portion and avoid over-dependence on contingent payouts, however, many times this is not possible due to buyer preferences. Ecosystem Ventures M&A team has deep expertise in figuring out the right balance in such situations.

Common Mistakes Founders Make & How to Avoid Them

  • Waiting too late — Once you lose momentum (e.g. lose a client, flat growth), your valuation multiples collapse.
  • Over-optimistic projections — Don’t promise hypergrowth with skinny evidence. Buyers will stress test and discount.
  • Poor structuring of earn-outs — Too aggressive targets or unrealistic KPIs lead to friction.
  • Neglecting cultural & people risks — Clients or employees leave post-acquisition if not managed well.
  • DIY Approach to deal-making – M&A deals are super-complex, with hundreds of ways one can leave money on the table without realizing it, potential risks and very nuanced expectation management with the acquirer. Get an expert M&A firm specializing in tech deals – you’ll thank yourself later!

Final Thoughts & Next Steps

  • Start 12–18 months before you plan to exit: the best deals come when you have time to fix and polish.
  • Work your valuation levers: reduce concentration, deepen leadership, build recurring revenue, and clean up governance.
  • Run a mock diligence — have advisors or outsiders challenge your books, contracts, contracts, client risks.
  • When you go to market, tell a compelling story (not just a “financial pitch”) that ties together your traction, tech edge, roadmap, and mitigation of risks.

16-Points to Boost your Exit Valuation (Part I)

September 26, 2025

You’ve built your firm from scratch, delivered projects across geographies, and perhaps now you’re thinking: “If I ever exit, what’s this business really worth?”

Valuation is part art, part science. But more importantly, valuation is something you can influence—if you prepare ahead. Below is a hands-on guide for Indian IT services founders, largely derived from scores of deal conversations, negotiations and closures driven by Ecosystem Ventures M&A team.

How Buyers Think: What They Care About

If you flip the conversation—and imagine yourself as the buyer acquiring your company—this is what you’d ask:

  • “What are the risks and how predictable is the future revenue?”
  • “If the founder leaves immediately, how much will value drop?”
  • “Are there technology gaps, or client overdependence, or regulatory/legal holes?”

Valuation is less about “what you want” and more about “what a cautious but opportunity-seeking buyer is willing to pay.”

Use that lens as you read the rest below: each item is not just a “good to have” but a factor in reducing buyer risk—or increasing upside for them.

Common Valuation Methods (Quick Summary)

These are familiar, but worth revisiting to frame expectations:

MethodWhen Usually UsedPros / Cons
EBITDA MultipleMost common in mid-sized service firmsSimple, widely understood. But if margin quality is shaky, buyers will heavily discount.
Revenue MultipleSmaller firms, early stage, or margin volatilityEasier for buyers to relate in early deals. But limited in capturing cost discipline.
Discounted Cash Flow (DCF)As a sensitivity check or for forward projections

(Rarely used for smaller deals or companies)

Helps sanity-check a high multiple, but it is susceptible to assumptions.

In the Indian IT services space, you’ll often see deals quoted in the range of 5x–12x EBITDA, depending on scale, risk profile, and niche specialization. (Note: actual deals may fall above or below based on execution and positioning.)

The 16 Key Factors that can Sweeten Your Valuation

Here are the key drivers that the buyers use to decide on how much to sweeten your exit valuation (and why).

1. Scale & Thresholds

  • Crossing $10M, $25M, $50M revenue tiers opens doors to larger buyers.
  • Scale reduces execution risk for acquirers.

2. Client Diversification

  • If one client = 40% of your revenue, buyers worry.
  • A spread across industries and geographies signals stability.

3. Strong Margins

  • Efficient delivery and cost discipline show resilience.
  • Buyers want to know you can weather shocks without bleeding.

4. Premium Enterprise Tech Skills

  • SAP, Salesforce, cybersecurity, data engineering, AI/ML, and cloud practices often command a strategic premium.
  • Why? Buyers pay extra for capabilities they can’t easily build in-house.

5. Recurring / Contractual Revenue

  • Managed services, annuity contracts, multi-year SLAs = predictability.
  • Reduces fear of revenue “falling off a cliff.”

6. Founder Commitment (2–3 Years)

  • If you’re willing to stay for a couple of years, buyers see smoother transition.
  • It lowers “founder dependency risk,” and they often pay more for that assurance.

7. Multiple Founders / Leadership Depth

  • Companies led by a team (not one hero) are safer bets.
  • Buyers love knowing the business won’t collapse if one person steps away.

8. Client Geography

  • Acquirers pay more if a higher % of your revenue comes from US, UK, or EU markets.
  • These clients are considered more stable, premium-paying, and offer stronger growth visibility.

9. Client Size

  • Direct contracts with large enterprises (Fortune 500, global MNCs, Tier-1 Indian corporates) fetch higher valuations.
  • Larger clients = stickier relationships, long-term revenue visibility, and upsell opportunities.

10. Industry Specialization

  • Deep domain focus in BFSI, pharma, manufacturing, or healthcare creates differentiation.
  • Buyers see higher margins and growth prospects when you’re not a “generic” IT services provider.

11. Partner Certifications

  • Certifications like Salesforce Summit Partner, Microsoft Gold Partner, or AWS Advanced Partner status send strong signals of capability and credibility.
  • Buyers value this because it indicates client trust, technical maturity, and preferred-vendor access.

12. On-Shore Team Presence

  • A higher number of on-shore consultants (in the US, UK, EU) shows you can manage client relationships closely and align with time zones.
  • Buyers see this as proof of stronger delivery integration and reduced client churn.

13. Pre-Built Accelerators / Products

  • If you have ready-made frameworks, accelerators, or niche products, you differentiate on delivery speed, cost savings, or margin expansion.
  • Buyers love IP-backed differentiation because it moves you from a pure “body shop” to a more scalable services+IP model.

14. Clean Financials & Governance

  • Audited books, clear contracts, no hidden tax/regulatory issues.
  • This reduces diligence “haircuts.”

15. Strong Delivery & Low Attrition

  • Healthy utilization rates and low attrition = operational stability.
  • Buyers want confidence that talent will stick post-deal.

16. Growth Pipeline

  • Visible pipeline > past growth.
  • Buyers pay for future potential if it’s backed by real contracts or credible prospects.

Use this comprehensive list to start preparing for a potential exit way in advance. And feel free to ping the Ecosystem Ventures M&A team for a free consultation on how you can optimize this exit journey for yourself.

Here is the link to Part II.

How AI is Transforming BPOs in 2025

August 27, 2025

The Business Process Outsourcing (BPO) industry has long been an enabler of cost efficiency for enterprises by relocating back-office operations to low-cost geographies. Traditionally, the model revolved around scale of human labor—large teams of agents working under seat-based or FTE (full-time equivalent) pricing models.

Fast forward to 2025, and the industry is undergoing its most significant transformation in decades. Artificial intelligence (AI), intelligent automation, and predictive analytics have shifted the conversation from cost arbitrage to value creation. BPOs are no longer just outsourcing partners—they are evolving into strategic business accelerators, helping enterprises achieve scalability, innovation, and measurable outcomes at speed.

The End of Legacy Models

  • From FTE to Outcome-Based Pricing: Clients are increasingly unwilling to pay for “hours logged.” Instead, they demand outcome-driven contracts, where service providers are compensated based on results—reduced processing time, improved customer satisfaction scores, or compliance accuracy.
  • Decline of Pure Labor Arbitrage: With automation managing repetitive and rule-based tasks, the advantage of relocating work to low-cost locations is shrinking. Instead, differentiation comes from technology adoption, domain expertise, and analytics-driven insights.

AI as the Growth Engine

Smarter, Faster, and Scalable Operations

  • Robotic Process Automation (RPA) and Intelligent Process Automation (IPA):
    Large-scale invoice processing, claims validation, KYC verification, and payroll management are now fully automated with minimal human intervention. Some global BPOs report over 70% cost savings in finance back-office functions using IPA.
  • Natural Language Processing (NLP) and Conversational AI:
    Advanced virtual assistants powered by generative AI manage 80–90% of customer service queries. Unlike first-gen chatbots, they understand context, detect sentiment, and escalate only the most complex queries to humans.
  • Generative AI in Knowledge Work:
    Beyond routine processes, generative AI is transforming areas like financial reporting, regulatory compliance, and contract summarization. CFOs now receive automated, real-time dashboards from outsourced finance partners, enabling better strategic decision-making.
  • Predictive Analytics and Proactive Service:
    AI helps detect fraud, forecast demand surges, and predict customer churn before it happens. For instance, in telecom BPOs, predictive AI helps reduce churn rates by up to 20% by identifying at-risk customers and offering proactive retention solutions.
  • Scalability without Headcount Changes:
    Seasonal spikes (e.g., holiday shopping in retail or tax season in finance) are easily managed by scaling virtual agents instead of recruiting and training thousands of temporary staff.

Real-World Case Studies

  • Financial Services
    A global bank partnered with a leading BPO provider to automate loan processing. Using AI-driven document recognition and validation, the turnaround time reduced from 3 days to 30 minutes, while compliance errors fell by over 95%.
  • Healthcare
    A healthcare BPO deployed AI to automate medical coding and claims processing. Result: claims denial rates dropped by 22%, and revenue cycle management became more efficient, enabling providers to focus more on patient care.
  • E-commerce & Retail
    An e-commerce giant outsourced customer support to an AI-first BPO. During peak holiday season, the BPO scaled from 1,500 to 15,000 concurrent AI-driven chat sessions, maintaining a CSAT score of 92% without proportional hiring costs.
  • Insurance
    An insurer adopted predictive AI for claims fraud detection. Their BPO partner integrated machine learning models, flagging anomalies in claims data. This reduced fraudulent payouts by $20 million annually while accelerating legitimate claims processing.

Strategic Partnerships and Consolidation

  • Tech + BPO Synergy:
    Consulting giants like Accenture, Deloitte, and Infosys BPM are acquiring or partnering with automation-first BPO firms. The goal: to integrate domain expertise with AI-driven solutions, creating end-to-end transformation partners rather than just outsourcing vendors.
  • Private Equity Play:
    PE firms are aggressively investing in mid-sized BPOs and merging them with AI startups. The result: hybrid organizations that deliver technology-driven scale and domain-specific expertise. For example, several roll-up deals in 2024–2025 have combined AI workflow automation firms with traditional healthcare BPOs, creating market leaders in patient data and claims automation.

Benefits for Businesses

  • Cost Efficiency – AI-enabled BPOs can deliver 50–70% savings by cutting down repetitive work.
  • Accuracy and Compliance – Virtually error-free processes, particularly in regulatory-heavy industries like BFSI and healthcare.
  • Customer Experience (CX) – AI-driven support provides 24/7, multilingual, omnichannel assistance, raising service benchmarks.
  • Agility & Innovation – Businesses can reallocate savings toward R&D, digital transformation, and customer-facing innovation.

The Challenges and Human Element

Despite rapid automation, human talent remains critical:

  • Complex problem-solving: Disputes, negotiations, and exceptions require human judgment.
  • Creativity & Consulting: AI cannot fully replicate strategy, creative campaigns, or advisory services.
  • Trust & Empathy: Especially in healthcare, insurance, and sensitive customer scenarios, empathy-driven communication remains essential.

The future is a hybrid model, where AI handles scale and speed, and humans provide empathy, critical thinking, and innovation.

Industry Focus & Key Players in 2025

  • Banking & Financial Services (BFSI): Rapid adoption of RPA and compliance automation (Infosys BPM, Genpact).
  • Healthcare: AI-driven claims processing, patient data management (Optum, Cognizant).
  • Retail & E-commerce: Conversational AI for customer support (Teleperformance, TTEC).
  • Telecom: Predictive analytics for churn management (Wipro, Tech Mahindra).
  • Insurance: AI fraud detection, claims management (EXL Service, Accenture).

Emerging Players: Mid-size firms like TaskUs, Firstsource, and Concentrix are positioning themselves as AI-first BPOs, often outpacing larger incumbents in agility.

Evolution of AI-First BPOs

Companies that embraced AI early (2018–2022) have now evolved into end-to-end transformation partners:

  • Shift in Talent Mix: Instead of hiring agents at scale, they now hire data scientists, automation architects, and CX designers.
  • New Revenue Models: Moving away from “per FTE” to shared savings and performance-linked contracts.
  • Geographic Shifts: While India and the Philippines remain dominant, AI allows more nearshoring and onshoring, as cost arbitrage becomes less relevant.
  • Co-creation with Clients: Many AI-driven BPOs now act as innovation partners, co-developing new processes and platforms with their clients.

Conclusion: The New Standard of Outsourcing

The BPO industry of 2025 is not defined by headcount—it is defined by intelligence, scalability, and outcomes. The fusion of AI with traditional outsourcing expertise has reimagined the sector as a strategic growth partner for enterprises worldwide.

The winners in this new era will be:

  • BPOs that balance automation with human expertise.
  • Clients that embrace outcome-driven contracts over legacy pricing models.
  • Investors who back hybrid models blending AI startups with domain-rich service providers.

In short, AI is no longer an add-on in BPO—it is the operating system. Companies that embrace this evolution will not only reduce costs but also unlock innovation, agility, and competitive advantage in an increasingly digital-first world.

 

Sources: Andressen Horowitz, Staple, Technative, Washington Post

Changes in P/E Ratios in the Nifty IT Index Over the Last Decade

August 11, 2025

Introduction: Nifty IT Index—Structure, Purpose, and Constitution

The Nifty IT Index is a sector-specific benchmark on the National Stock Exchange (NSE) that tracks the performance of India’s leading IT companies. Its primary purpose is to serve as a barometer for the Indian information technology sector, helping investors and analysts gauge industry health and make informed strategic decisions. The index includes companies engaged in IT infrastructure, education, and software services.

As Ecosystem Ventures, though our focus has largely been on smaller IT companies (typically <1000 Cr.), we do actively track the larger companies to learn from emerging trends.

How Is the Index Calculated and Maintained?

  • The Nifty IT Index is calculated based on the free-float market capitalization method. This ensures only shares available for trading are considered, making the index a realistic representation of market sentiment.
  • The index is reviewed and rebalanced semi-annually, using data from the prior six months to reflect shifts in liquidity, trading frequency, and sector relevance. Eligible companies must exhibit high turnover, consistent trading activity, and a sustained listing history to be considered.
  • Corporate actions (like stock splits and mergers) are handled via divisor adjustments, ensuring that the index value remains comparable over time.
  • A professional team manages the index, overseen by a three-tier governance structure to ensure integrity and transparency.

Current Constituent Companies (2025):

The index comprises 10 companies, typically the biggest and most liquid IT stocks in India. As of August 2025, the constituents are Tata Consultancy Services (TCS), Infosys, HCL Technologies, Wipro, LTIMindtree, Tech Mahindra, Persistent Systems, Oracle Financial Services Software (OFSS), Coforge, Mphasis

Each company’s weight in the index is based on its free-float market cap, with TCS, Infosys, and HCL Tech collectively dominating the index, reflecting their influence on the industry.

Overview: Why Track the Price-Earnings Ratio (P/E)?

The price-earnings (P/E) ratio is a key valuation metric that expresses what investors are willing to pay per rupee of earnings. In sector indices like Nifty IT, the index-level P/E offers insights into:

  • The market’s growth expectations for the IT sector.
  • Relative valuations versus historical averages and other sectors.
  • Investor sentiment around current and future profitability.

A high P/E typically signals strong earnings growth forecasts and optimism, but can also mean the sector is overheated. Conversely, a low P/E may reflect subdued sentiment or undervaluation due to cyclical downturns.

How Have P/E Ratios of Nifty IT Changed Over the Last Decade?

Historical Trend (2015–2025):

Here’s a heat-map our team created while analyzing how the PE ratio has changed over the last decade.

Key Observations:

  • 2015–2019: The sector traded in a stable P/E range (~17–22), reflecting steady but unspectacular growth as Indian IT matured and global outsourcing demand stabilized.
  • 2020–2022: The sector saw a dramatic surge in P/E, peaking above 35. This can be attributed to the global pivot to digital transformation during the pandemic, as companies rushed to digitize operations, boosting order books and profit outlooks for Indian IT companies. This was also perhaps driven by low interest-rates and sudden surge in liquidity
  • 2023–2025: With the end of pandemic tailwinds and normalizing demand, P/E ratios have moderated to 25–33, reflecting both sustained optimism and some recalibration of growth expectations. It is also notable that there’s a visible decline in PE ratio after the new government in the US.

What Does This Shift in P/E Ratios Indicate?

1. Changing Growth Narrative
The jump in P/E during 2020–22 indicates investors anticipated a step-change in sector profitability. IT companies secured multi-year transformation deals, saw improved pricing power, and benefited from cost optimization. This gold rush, however, also resulted in premium valuations that eventually normalized as growth rates stabilized.

2. Investor Sentiment & Risk Appetite
High sector P/Es signaled robust investor appetite for tech exposure and willingness to pay up for perceived certainty and secular growth. As interest rates and macro risks have evolved (especially in the US and Europe where clients are concentrated), investor focus has shifted more toward sustainable, profitable growth and resilience.

3. Cyclicality and Resilience
The moderation of P/E ratios post-2022 demonstrates typical market behavior: early exuberance for structural winners gives way to more nuanced views as economic cycles reassert and earnings volatility returns. Yet, even at 2025 levels, the P/E remains relatively high, reflecting the enduring strategic importance of Indian IT to global business.

4. Long-Term Outlook

  • The premium assigned to the sector is likely sustainable as long as Indian IT companies continue to win large deals, expand digital and cloud offerings, and deliver on operational efficiency.
  • Any sharp drop in P/E (without an earnings collapse) could signal either a buying opportunity or, conversely, a warning of deeper cyclical headwinds.

Investment and Business Strategy Perspective

For investors and business strategists:

  • Watch P/E Relative to Earnings Growth: The sector’s ability to maintain premium multiples relies on demonstrating both topline (revenue) and bottomline (earnings) growth. Any missed expectations can lead to swift corrections, as seen in the post-pandemic normalization.
  • Diversification Within IT: While TCS and Infosys lead, companies like Persistent Systems and Coforge are nimbler and focus on cutting-edge, high-growth niches (AI, automation, etc.), which may command even higher P/Es during tech upcycles.
  • Macro Sensitivity: With the majority of revenue from US and Europe, the sector is sensitive to currency moves, recessions, and tech budgets abroad—key risks that affect future multiples.

Conclusion

The past decade’s data paints a picture of a sector that’s oscillated between stable growth, exuberant optimism, and rational recalibration—mirroring global digital trends and investor sentiment. As the tech landscape continues to evolve, so too will investor expectations and sectoral P/E ratios.

For smaller tech companies – whether listed, or those looking to list at some point in their journey, it’s critical to have a deep understanding of how the wider / more mature market is evolving, and investor appetite and perception of the overall industry.

Inside the Mind of the IT Services Founder: What Drives M&A Decisions on the Buy Side?

August 2, 2025

When you ask the founder of a small IT services company why they decided to acquire another firm, you’re unlikely to hear them talk about EBITDA multiples or valuation models. Instead, you might hear something much more personal:

“We just couldn’t build that capability quickly enough.”

“We liked the team—they shared our mindset.”

“We identified an opportunity in the UK market and didn’t want to wait two years.”

This is the true narrative behind mergers and acquisitions in the small IT services sector. It’s not about spreadsheets; it’s driven by ambition, identifying gaps, and following gut instinct.

1. Building Capabilities They Can’t Build Alone

Most small IT services firms begin with a specific niche, such as cloud migration, DevOps support, or SAP rollouts. However, markets are constantly evolving. AI is changing client expectations, cybersecurity has become essential, and clients increasingly seek a single partner who can manage all their needs.

For founders, acquiring another firm is not merely about growth; it’s about filling a crucial gap in their capabilities. For example, when Mumbai-based Xebia acquired Appcino, a low-code specialist, it was not just a financial decision. This acquisition provided Xebia with expertise in a rapidly growing area that its enterprise clients were demanding. Similarly, a founder in Pune might consider purchasing a 40-person cybersecurity consultancy in London, as it’s often faster and more efficient to acquire expertise than to develop it internally from the ground up.

2. Reaching New Clients and New Markets

Many Indian IT services companies aim to enter the markets in the US or UK, but achieving organic growth can be slow, costly, and challenging. Acquiring a firm with an established local client base and sales team can dramatically change this situation overnight.

I remember a founder from Delhi sharing his experience after acquiring a boutique firm in Texas: “We weren’t just buying revenue; we were buying relationships. They already had CIOs at Fortune 500 companies responding to their calls.”

This strategy is also applicable within India. For instance, a firm based in Hyderabad might acquire a Bengaluru-based company to gain access to clients in the banking, financial services, and insurance (BFSI) sectors. Similarly, a boutique firm in London might purchase a development team in Manchester to secure government contracts. Ultimately, geography plays a significant role, and acquisitions can provide a fast track to market entry.

3. Culture First, Always

Here’s something that spreadsheets can’t capture: culture.

When the Australian firm Nuago (with just 60 employees) agreed to be acquired by Brennan IT, it wasn’t the highest bidder that won them over—it was the one that understood their company culture. Nuago’s founders wanted their team to feel valued and for their way of working to continue after the merger.

Similarly, small IT founders on the buying side think along the same lines. No founder wants to acquire a team that resents the deal or leaves immediately after the agreement is finalised. They seek companies that share their values, work ethic, and a similar approach to serving clients. In the IT services sector, your real “assets” go home every night.

4. Growth at the Right Pace

Every founder faces a choice: grow gradually or take a leap. Organic growth is safer, but it can be slow—often too slow for a rapidly changing market. On the other hand, an acquisition can significantly accelerate growth by introducing new service lines, clients, and geographical markets.

However, what many don’t openly acknowledge is that founders are not pursuing “growth at any cost.” They have witnessed the consequences of overpaying or hastily pursuing an ill-suited acquisition. A prime example is Atos’ acquisition of Syntel, where the company paid more than three times the market value and struggled with integration, ultimately leading to financial difficulties. Founders pay close attention to these cautionary tales; they desire acceleration without the accompanying complications.

5. Legacy and the Human Side of the Deal

Whether buying or selling, most IT founders think about their legacy.

On the buy side, they want to preserve what the seller has built—they aim to enhance it. On the sell side, founders are not merely looking for a check; they want to ensure their team is well taken care of.

This is why many deals include arrangements like earn-outs or partial exits. Founders appreciate flexibility: some may choose to stay on for three years to help transition clients, while others may step away immediately but still provide strategic guidance.

Ultimately, what matters most to founders is the story behind the acquisition: Will it strengthen their company, make their team proud, and better serve their clients?

So, What Does This Mean for Sellers?

If you’re a founder considering the sale of your IT services company, it’s important to understand that buyers are looking beyond just the numbers. They want to know:

  • Will your skills, clients, or intellectual property fill a gap for them?
  • Do your employees align with their company culture?
  • Will this acquisition enable them to access opportunities they couldn’t achieve on their own?

Providing strong answers to these questions is often more significant than presenting a flawless profit and loss statement.

The Bottom Line

Small IT services acquisitions aren’t typically made in boardrooms; they happen through conversations between founders, late-night WhatsApp chats, and quiet gut-checks about whether “this feels right.”

To truly understand how mergers and acquisitions (M&A) work in the IT services sector, you need to grasp what motivates a founder to acquire capabilities they cannot develop on their own, reach new markets, or preserve specific cultures.

At this level, M&A is not solely about financial gain. It encompasses momentum, meaning, and the legacy a founder wishes to establish.

Why Strategic Buyers Are Paying More than Financial Buyers in IT Services Acquisitions

July 28, 2025

If you’ve built an IT services company, you’ve probably had that email land in your inbox.

A private equity firm saying they’re “rolling up” companies like yours.

A larger competitor mentions “synergies” and “growth opportunities.”

On the surface, all buyers seem the same—they’re interested in your company, and you want a fair deal. But here’s the truth: not all buyers see your business the same way.

Some will offer you a valuation that feels like a spreadsheet exercise. Others will surprise you with a number that makes you wonder, “What do they see that’s worth paying extra for?”

The answer often comes down to who the buyer is—and why they’re buying.

Strategic Buyers vs. Financial Buyers (and why it matters)

Let’s strip away the jargon.

  • Financial Buyers (private equity firms, family offices, investors) buy companies to generate returns. They care about clean numbers, good margins, and the potential to “buy, improve, and sell” in a few years.
  • Strategic Buyers are companies—often larger IT services firms, product companies, or enterprises from adjacent sectors—buying for a different reason: your company helps them grow faster, fill a gap, or gain a competitive edge.

One sees you as an asset.

The other sees you as a missing piece of their growth story.

Why Strategic Buyers Often Pay More

Here’s why the same business can get very different offers depending on who’s sitting across the table:

1️. They See Synergies You Can’t Monetise Alone

When Persistent Systems acquired MediaAgility, a U.S.–India–based Google Cloud partner, in 2022, industry insiders reported the deal closed at close to 2x revenue—well above what a private equity buyer would have offered.

Why? Because Persistent could plug MediaAgility’s team and cloud expertise straight into its global operations, it immediately won larger enterprise projects.

That premium wasn’t about today’s revenue—it was about tomorrow’s opportunities.

2️. They Value Relationships and Reputation

A financial buyer sees contracts and client concentration risk.

A strategic buyer looks at how you’re embedded in those clients.

  • Do you have relationships in Fortune 500 companies?
  • Are you trusted in a niche (like Dynamics 365 or cybersecurity)?
  • Does your team have skills they can’t easily hire?

Take Accenture’s acquisition of Flutura (an industrial AI solutions firm) in 2023. Accenture didn’t just want Flutura’s tech—it wanted its deep relationships with oil & gas clients and its reputation as an industrial AI expert. Those relationships don’t show up neatly on a P&L, but they commanded a premium price.

3️. They Pay to Skip the Line

Building a new capability or entering a new market takes years.

For a strategic buyer, acquiring your company is like hitting “fast forward.”

  • Why build a Salesforce practice from scratch when you can buy a 40-person team already running projects?
  • Why spend 18 months setting up a delivery centre in India when you can acquire one and be operational next quarter?

When ThoughtWorks acquired Gemini Solutions in India (2021), they weren’t buying a book of business—they were buying instant scale and a ready-made engineering talent base.

That urgency translates into a higher price.

4️. They’re Playing a Long Game

Financial buyers have an exit clock—usually 5–7 years.

Strategic buyers aren’t thinking about flipping you—they’re thinking about what your business will help them become over the next decade.

A Bain & Co. study found that strategic buyers in IT services regularly pay 20–40% more than financial buyers, because they see your company not as an isolated investment, but as a permanent part of their growth engine.

What Does This Mean for Founders?If you’re a founder thinking about selling—whether it’s next year or five years from now—understanding this difference is critical.

Because if you want to attract the buyers who will pay more, you need to build with them in mind.

How to Attract Strategic Buyers (A Quick Checklist)

  • Own a niche, don’t just “do IT.” Be the go-to shop for something valuable—AI automation, DevOps, Dynamics 365, etc.
  • Make your client relationships visible. Document success stories, reference clients, and your role in their ecosystem.
  • Strengthen your team’s expertise. Strategic buyers pay for talent they can’t easily hire elsewhere.
  • Clean up your house. Even strategic buyers need financials, contracts, and compliance to be clean—it makes integration easier.
  • Tell your growth story. Don’t just present numbers—show how your company helps them grow faster.

The Bottom Line

Two buyers can look at the same 80-person IT services firm and see two different things.

One sees a set of contracts and a profit margin.

The other sees a launchpad for a new market, new capabilities, and new revenue streams.

The second one—the strategic buyer—is the one who will pay more.

If you position your company as that missing piece, you won’t just get offers—you’ll get offers that change what’s next for you, your team, and the company you’ve built.

The Role of Earn-Outs in IT M&A: Structuring Win-Win Deals

July 16, 2025

When it comes to selling an IT services company, one aspect of the deal often makes founders nervous and buyers cautious: the earn-out.

For many small and mid-sized IT services mergers and acquisitions, particularly those in the $5 million to $50 million revenue range, earn-outs are not just optional; they serve as a crucial link between the price the seller believes the business is worth and the amount the buyer is willing to pay upfront.

However, if you’ve heard cautionary tales about earn-outs, such as targets being “unrealistic,” founders feeling disillusioned, or buyers overpaying due to unrealistic projections, you’re not alone. Earn-outs can be complicated. Yet, if structured properly, they can transform a potentially contentious negotiation into a mutually beneficial agreement.

What Is an Earn-Out—and Why Does It Matter?

An earn-out is an agreement in which a portion of the purchase price depends on the future performance of the business.

For example, consider a scenario where a buyer acquires a 60-person DevOps consultancy in Gurugram. The buyer pays $4 million upfront but agrees to pay an additional $1.5 million over the next 24 months, contingent on the company maintaining a 90% client retention rate and achieving projected revenue growth.

For buyers, earn-outs serve as a safety net. They want to avoid overpaying for growth that may not materialise. And for sellers, earn-outs provide an opportunity to prove their projections and be rewarded for their success.

Why Earn-Outs Are Especially Common in IT Services

Earn-outs show up in many industries, but they’re particularly prevalent in IT services for a few reasons:

  • Founder-led client relationships: Buyers need reassurance that those relationships—and the revenue they bring—won’t walk out the door after the founder leaves.
  • Project-based revenue models: Unlike SaaS companies with predictable recurring revenue, IT services firms often deal with fluctuating project pipelines. Earn-outs help hedge that volatility.
  • Integration risk: A boutique IT firm’s culture, delivery model, and team morale can shift post-acquisition. Earn-outs encourage sellers to stay engaged and smooth that transition.

Why Earn-Outs Get a Bad Reputation

Talk to a founder who’s lived through a bad earn-out, and you’ll hear the same complaints:

  • “The targets were unrealistic—they tied my payout to factors I couldn’t control.”
  • “The buyer changed the rules after closing, and my earn-out became unreachable.”

On the flip side, buyers have their frustrations:

  • “The founder checked out once the ink dried, and growth stalled.”

These misalignments lead to disputes, distrust, and in extreme cases, litigation. Infosys’ acquisition of Noah Consulting (2015) reportedly faced tension when earn-out targets clashed with integration changes—a classic example of how these structures can become battlegrounds.

The lesson? Earn-outs aren’t inherently bad—they’re just too often structured poorly.

How to Structure an Earn-Out That Works for Both Sides

  • Keep the metrics simple
    Use no more than one or two KPIs—typically revenue or EBITDA in IT services. Complex earn-outs with multiple metrics often lead to conflict.
  • Set a reasonable timeframe
    Most IT earn-outs span 12 to 36 months. Anything longer can feel restrictive, while anything shorter may not give the business enough time to stabilise.
  • Define “business as usual”
    Sellers worry buyers will alter pricing, sales strategy, or staffing to make targets harder to achieve. Buyers worry sellers will focus only on short-term wins. The solution is to put it in writing—clearly outline which operational decisions require joint sign-off during the earn-out period.
  • Consider non-financial milestones
    Retention of key clients or entry into a new geography can be as important as revenue. Including these alongside financial targets keeps incentives balanced and realistic.
  • Allow for partial payouts
    Avoid all-or-nothing earn-outs. A tiered structure—such as paying 80 per cent of the earn-out if 80 per cent of the target is met—keeps motivation high even if goals fall slightly short.
  • Build in regular checkpoints
    Quarterly performance reviews during the earn-out period keep both parties aligned and prevent surprises that could damage trust.

Final Thought: Earn-Outs Shouldn’t Be a Trap

Earn-outs don’t have to be a “gotcha” clause in the purchase agreement. Done right, they can be a trust-building tool.

For sellers, they provide a way to unlock the value they’ve built without feeling like they’re working for free.

For buyers, they offer a way to de-risk the acquisition without demotivating the very person who built the business.

Earn-outs can make or break deals. When they’re structured thoughtfully—with clear KPIs, fair timelines, and transparency—they turn a transaction into a true partnership.

Thinking about selling or buying an IT services company? Don’t let earn-outs scare you. Structure them the right way.

Should You Merge with a Peer? Pros and Cons of Horizontal Consolidation in IT Services

July 3, 2025

You’ve built a steady IT services firm — 50 employees, loyal clients, solid revenue. But lately, growth feels… stuck. Big enterprise deals seem out of reach. Clients keep asking for services you don’t offer. And finding senior talent? Harder than ever.

At this stage, many founders quietly start asking the same question: Should I merge with a peer?

What does “merging with a peer” actually mean?

In simple terms, it means partnering with a company that is quite similar to yours — of comparable size, offering similar services, and possibly located in the same area.

This type of “horizontal consolidation” doesn’t attract as much attention as when Accenture acquires a boutique AI consultancy. It’s more understated, such as a $7 million Dynamics firm in Bangalore merging with a $9 million Salesforce consultancy in Chennai, or a 40-person managed service provider (MSP) in Texas joining forces with a DevOps team in Colorado.

And here’s the thing: it’s happening more than ever

Why are founders suddenly looking sideways, not just upwards?

  • Margins are under pressure. Competing with offshore giants and VC-backed startups leaves little room to raise prices.
  • Clients want “one-stop” partners. A client who came to you for Microsoft 365 support now wants cybersecurity and cloud migration too. A merger fills those gaps overnight.— In 2022, Ahmedabad-based Intech Systems — a Microsoft partner — merged with SAP specialist CorporateServe 1. Overnight, clients got both ERP stacks from one shop.
  • Talent is the real bottleneck. Every founder says the same thing: “We can win work, but we can’t staff it fast enough.”
  • Exit paths are narrowing. Private equity and large strategics usually want $20M+ revenue targets. Two sub-$10M firms merging can suddenly hit that threshold.

The upside: When 1 + 1 really can make 3

Merging with a peer isn’t just about getting bigger — it’s about getting better.

  • Broader client portfolio
    Founders often discover they’re serving different corners of the same ecosystem. A DevOps consultancy in Austin and a managed services firm in Boston might combine to serve clients coast-to-coast, without stepping on each other’s toes.
  • Shared costs, stronger margins
    Two firms paying for separate sales teams, separate HR, separate offices… all that duplication disappears. A merger can turn thin 8–10% margins into a healthier 15–18%.
  • Better positioning for the “next buyer”
    Private equity and large strategics often skip over sub-$10M firms. Merge with a peer, hit $20–25M, and suddenly you’re on the radar.
  • Founders gain breathing room
    Many small IT company founders are trapped in the day-to-day — managing delivery, handling clients, chasing invoices. Post-merger, responsibilities can be divided, allowing founders to focus on strategy (or finally take that vacation).

The challenges: what founders don’t see coming

Let’s be honest — it’s not all champagne and synergies.

  • Culture Collisions
    Differences in work styles, policies, and even email etiquette can create friction. One founder humorously remarked, “It took us six weeks just to agree on what to call a ‘project kickoff.’”
  • Leadership Decisions Get Messy
    Deciding who becomes the CEO and who leads sales can be complicated. Dual-CEO setups rarely endure; ultimately, someone will need to take charge while another must step back.
  • Client Concerns
    Some clients choose to work with you because of your involvement. A merger may lead them to question, “Will we still receive the same level of attention?”
  • Integration Fatigue
    Aligning payroll systems, billing processes, and even project scoping is not a quick task. Founders often underestimate the significant effort required for true integration.

What makes a peer merger work?

From the deals we’ve seen succeed, a few patterns stand out:

  • Shared Culture and Values: Aligning technology stacks is relatively straightforward, but aligning team cultures can be challenging. If work styles are incompatible, the merger is likely to face difficulties as well.
  • Clear Leadership Structure: Establish a single CEO and a unified decision-making process. Eliminate any grey areas to ensure clarity.
  • Real Synergy Math: Instead of simply claiming that “we’ll be bigger,” clearly outline how costs will decrease and how revenue will benefit from cross-selling opportunities.
  • Client-First Thinking: Frame the merger with a focus on clients: “This means better service for you—more offerings, wider coverage, and enhanced expertise.”

So, should you merge with a peer?

Here’s the real filter:

  • Are you growing but plateauing?
  • Do you have service gaps clients already ask about?
  • Are you too small to attract the buyer you want?

If the answer to any of these is “yes,” a peer merger isn’t about losing control. It’s about gaining scale, stability, and strategic strength for what comes next.

Final thought

Merging with a peer isn’t just a transaction — it’s the start of a new company you’ll be building together. Done well, it’s not about diluting your identity. It’s about giving your firm the muscle to go after deals and clients you could never chase alone.

At Ecosystem Ventures, we’ve sat in the room for these conversations — founders debating, hesitating, finally shaking hands. If you’re wondering whether merging with a peer is a step forward or a step you shouldn’t take yet, let’s talk. Sometimes, the partner you need isn’t across the ocean. They’re across the street.

Acquirers: How to gauge intent/seriousness of the Target

June 29, 2025

For any company looking at acquisitions as a strategic tool for growth, one of the biggest challenges is to gauge whether the target company is ‘serious’ enough about getting acquired. I recently spoke to the founder of a listed IT company, who has been spending a lot of dedicated time in exploring acquisition opportunities. The company has been issuing 5-6 term sheets a year for last 4 years, of which only 1 deal in total materialized.

This is a common and critical challenge in M&A, especially in the IT services space where founders often entertain acquisition conversations casually—sometimes as a way to explore valuation benchmarks, career alternatives, or partnerships.

Based on our past experiences, we’ve put together some practical steps and signals to help an acquirer assess the intent / seriousness of a founder/seller:

 1. Ask for Key Information Early

Founders who are serious about selling will usually be willing to share basic but sensitive information under NDA, such as:

  • Revenue breakdown (past 2–3 years)
  • Client concentration (top 5 clients)
  • Org structure and key dependencies
  • Profitability / EBITDA margins
  • Pending litigations or red flags
  • Founder’s personal involvement in delivery/sales

Red flag: If they hesitate or delay repeatedly in sharing this, they may not be serious.

2. Discuss Deal Structure Preferences

Ask about their preferences early:

  • Would they be open to an earnout, or do they want a full cash exit?
  • Do they want to stay post-acquisition or exit?
  • Would they be open to part-equity deals?

Red flag: If the founder is vague, non-committal, or overly idealistic (“only full cash at high multiple, and I walk away immediately”), they’re likely not ready.

3. Time Commitment & Responsiveness

Gauge their seriousness by how quickly and consistently they respond:

  • Are they showing up on time to calls?
  • Do they revert with follow-ups/documents as promised?
  • Are they pushing timelines or making excuses?

Red flag: Repeated reschedules, generic conversations, or delays often mean they’re testing the waters.

4. Motivations for Selling

Ask this question directly:
“Why are you considering a sale now?”

Look for clarity and alignment in motivations:

  • Market is consolidating, and they want scale
  • Personal reasons (health, burnout, new opportunity)
  • Strategic alignment or synergies with your firm

It’s also important to ask if they have engaged in acquisition conversations with other companies, and what was the outcome of those conversations.

Red flag: If the answer is vague, e.g., “just exploring” or “everyone’s getting acquired these days,” they’re not committed.

5. Willingness to Engage in a Valuation Discussion

You don’t need to agree on price immediately—but founders serious about selling will be open to a discussion on:

  • Valuation expectations
  • Multiples they’ve seen or want
  • Flexibility on structure (cash, equity, earnout)

Red flag: If they refuse to talk numbers at all, or if their expectations are wildly unrealistic, it’s a strong sign they’re not serious.

6. Test Intent with Small Diligence Request

Before investing full effort into diligence, ask for a light data room:

  • Client contracts (redacted)
  • Employee list
  • Brief financial model or MIS

Also, see if they are looking to engage a legal team to guide them through the deal process. It would show seriouness on their part.

Serious sellers will be prepared—or will say they’re working on it.

7. Is There a Board or Investor?

If the company has other stakeholders (co-founders, investors, family), ask:

  • Have they discussed it internally?
  • Is everyone aligned?

Personally, I have asked to be introduced to other board members / investors, so that I can get an alternative perspective of all the stakeholders.

Red flag: If the founder says “I need to talk to others” after multiple discussions, it’s a stalling tactic.

8. Sign a Term Sheet

This is a strong litmus test. Ask if they’d be willing to:

  • Enter an exclusivity period
  • Sign a non-binding term sheet

If they avoid this or want to keep everything informal for too long, it’s a sign of low intent.

ESV team has been on all sides of the table – an operator, an acquirer, a seller and a consultant. We’ve had excellent success in identfying great acquisition targets, building a trusted relationship with exiting founders and ensuring a successful deal. Ping us if you’re interested in knowing more.

Building Your M&A Strategy: A Practical Framework for IT Companies (6/6)

June 9, 2025

Over the past five weeks, we’ve explored the ₹50-150 crore growth ceiling facing Indian IT companies, why traditional approaches fail, and how acquisition serves as an effective growth tool. Today, I want to provide a practical framework for companies ready to move from understanding the problem to implementing the solution.

The journey from recognizing the need for strategic acquisition to successful implementation requires careful planning, realistic assessment, and disciplined execution. Based on market analysis and successful case studies, here’s a framework that consistently delivers results.

Phase 1: Strategic Readiness Assessment

Before exploring acquisition opportunities, companies must honestly evaluate their readiness for M&A as a growth strategy:

1. Organizational Readiness

The foundation of successful acquisition lies in organizational preparedness. Companies need to assess whether they have the leadership bandwidth, financial resources, and operational systems to successfully integrate another business.

Key indicators of readiness include leadership team stability, documented processes that can be scaled, and financial systems capable of managing increased complexity. Companies struggling with basic operational challenges rarely succeed with the additional complexity of acquisition integration.

2. Strategic Clarity

Successful acquisitions start with clear strategic objectives. Companies must define what specific capabilities, markets, or client relationships they seek to acquire and how these align with their long-term vision.

Market analysis shows that acquisitions driven by clear strategic goals (capability expansion, geographic reach, client diversification) consistently outperform those motivated by opportunistic financial considerations.

3. Financial Foundation

Acquisition readiness requires more than just access to capital. Companies need strong financial systems, clean books, and the ability to accurately value both their own business and potential targets.

The most successful acquirers have already established relationships with legal and financial advisors, enabling them to move quickly when attractive opportunities emerge.

Phase 2: Target Identification and Evaluation

1. Strategic Fit Assessment

The most critical factor in acquisition success is strategic fit. Companies should focus on targets that complement their existing capabilities rather than simply adding revenue.

Ideal targets typically offer one or more of the following: adjacent technology capabilities, access to new client segments, geographic expansion opportunities, or specialized domain expertise that enhances the combined entity’s market position.

2. Cultural Compatibility

Technical integration challenges are often overcome more easily than cultural misalignment. Successful acquirers invest significant time in understanding target company culture, leadership style, and operational philosophy.

Companies with similar approaches to client service, team management, and business development typically integrate more successfully than those with fundamental cultural differences.

3. Market Timing Considerations

The current market environment creates unique opportunities for strategic acquirers. With mid-market acquisitions increasing by 37% year-over-year, attractive targets are becoming scarcer and more expensive.

Companies that move decisively while quality targets remain available position themselves advantageously compared to those who delay until market competition intensifies.

Phase 3: Deal Structuring and Execution

1. Valuation and Structure

Successful acquisitions balance fair valuation with creative deal structures that align interests of both parties. The most effective deals often include performance-based components that reward target company leadership for successful integration and continued growth.

Market analysis reveals that deals structured with combination of upfront payment, earnouts based on performance, and retention incentives for key personnel consistently achieve better integration outcomes.

2. Due Diligence Excellence

Thorough due diligence extends beyond financial analysis to include operational systems, client relationship assessment, technology infrastructure evaluation, and cultural fit analysis.

Companies that invest in comprehensive due diligence, including client reference calls and team interviews, experience fewer post-acquisition surprises and achieve smoother integration.

3. Integration Planning

The most successful acquisitions begin integration planning before deal closure. Companies should develop detailed plans for combining operations, retaining key personnel, maintaining client relationships, and capturing identified synergies.

Integration planning that includes both companies’ leadership teams and addresses potential challenges proactively significantly improves post-acquisition performance.

Phase 4: Post-Acquisition Integration and Growth

1. Leadership Integration

Successful integration typically requires clear leadership structure that leverages strengths from both organizations. The most effective approach often involves maintaining target company leadership for client-facing roles while integrating operational and strategic functions.

Market data shows that acquisitions retaining key target company personnel in appropriate roles achieve higher client retention and faster revenue synergy realization.

2. Client Relationship Management

Protecting and enhancing client relationships during integration is paramount. Successful acquirers proactively communicate with all clients, ensure service quality maintenance, and identify opportunities for expanded engagement.

Companies that lose significant client relationships during integration rarely achieve projected acquisition benefits, regardless of other integration successes.

3. Synergy Realization

The value creation from acquisition comes through systematic realization of identified synergies. This includes cross-selling opportunities, operational efficiencies, and enhanced capability delivery.

The most successful acquirers establish specific metrics for synergy realization and regularly track progress against these goals throughout the integration period.

The Strategic Imperative

As we’ve seen throughout this series, the Indian IT services market is consolidating rapidly. Companies that master acquisition as a growth tool position themselves to lead this consolidation rather than be absorbed by it.

The choice facing mid-market IT companies isn’t whether the market will consolidate—it’s whether to develop the capability to drive that consolidation strategically.

Companies that build systematic M&A capability and execute thoughtful acquisition strategies consistently break through the ₹150 crore ceiling and establish sustainable competitive advantages in the evolving market landscape.

Taking Action

For companies recognizing the need to move beyond organic growth limitations, the first step is honest assessment of M&A readiness followed by development of strategic acquisition capability.

The companies that begin building this capability today will be best positioned to capitalize on the market opportunities and consolidation trends that will define the next phase of India’s IT services evolution.

This concludes our six-part series on breaking through growth barriers for mid-sized Indian IT companies. Thank you for following along with these insights into one of the most critical strategic challenges facing our industry.

Rahul Vaidya is a Fractional CMO, IT M&A Advisor, and Stanford Seed Consultant specializing in growth strategies for technology companies. He helps founders navigate critical inflection points through strategic partnerships and acquisitions.

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