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How to Sell a Manufacturing Business in the UK

Amrita04 May 202623 min read
no text older buyers UK business marketplace scene for guide: How to Sell a Manufacturing Business in the UK

Executive Summary

Learn how to sell a manufacturing business in the UK, including valuation, machinery, stock, WIP, order book, supply chain, health and safety, product compliance, premises and due diligence.

Manufacturing businesses are asset-heavy, process-heavy and detail-heavy — and buyers know it. The seller who goes to market with organised machinery records, clean stock schedules, documented processes and a realistic order book will always outperform the one who doesn't.

Quick Answer

To sell a manufacturing business in the UK, prepare clear evidence of revenue, gross margins, adjusted EBITDA, customer concentration, order book, stock and work-in-progress (WIP), machinery ownership and condition, product compliance, health and safety records, staff skills, supplier terms, premises and IP. Manufacturing buyers are careful, methodical acquirers — they want to understand exactly what they are buying, in what condition, and whether it can operate without the current owner.

Contents

  1. What makes selling a manufacturing business different?

  2. When is the best time to sell?

  3. How much is a manufacturing business worth?

  4. Financial information to prepare

  5. Machinery, stock and work-in-progress

  6. Customers, suppliers and order book

  7. Health and safety and product compliance

  8. Staff, premises and IP

  9. How to write a strong manufacturing listing

  10. What mistakes should sellers avoid?

  11. Manufacturing seller checklist

  12. FAQs

  13. Key takeaways

What makes selling a manufacturing business different?

Manufacturing businesses are typically asset-heavy, process-heavy and working-capital-heavy. They have physical machinery, significant stock, work-in-progress that needs valuing, skilled staff who are hard to replace, premises with specific utility and access requirements, and compliance obligations that go well beyond standard SME due diligence.

Buyers of manufacturing businesses are usually experienced operators or strategic acquirers with sector knowledge. They will not rely on a summary financial pack — they will want to inspect machinery, review maintenance records, understand the production process, assess the order book carefully and check compliance documentation. A manufacturing business sale is a serious transaction that rewards careful preparation.

A buyer may be acquiring any combination of:

  • Machinery, tooling and specialist equipment

  • Finished goods stock, raw materials and packaging

  • Work-in-progress on the production floor

  • Customer contracts and order book

  • Supplier relationships and pricing agreements

  • Skilled production, technical and management staff

  • Production processes, methods and know-how

  • Quality systems — ISO, sector-specific certification

  • Product designs, technical drawings and intellectual property

  • Premises — leasehold or freehold

  • Health and safety records and compliance documentation

  • Brand, goodwill and customer relationships

Each of these elements requires specific preparation. Gaps in any area will slow the transaction, reduce the price or cause buyers to walk away.

When is the best time to sell?

The best time to sell a manufacturing business is when the business is performing well on every dimension a buyer will scrutinise — not just profit. A manufacturing business that is profitable but has ageing machinery, poor health and safety records, an opaque WIP process and a single dominant customer is a much harder sell than one where all the levers are in good shape simultaneously.

Conditions that support a sale:

  • Profit is stable or growing over at least three years

  • Order book is credible — confirmed orders, not just forecasts

  • Machinery is maintained and service records are current

  • Stock records are clean and up to date

  • WIP is understood and can be valued accurately

  • Customer concentration is manageable — no single customer over 25–30% of revenue

  • Supplier terms are documented and alternatives exist

  • Staff are stable, skilled and have contracts in place

  • Health and safety records are organised and current

  • Product compliance documentation is complete

  • Lease or freehold position is ready — remaining term is adequate for a buyer

  • Owner dependency is being managed — the business can operate without the seller

Conditions that may require preparation before listing:

  • Major machinery replacement is overdue or imminent

  • Stock includes significant obsolete or slow-moving inventory

  • Gross margins are unclear or inconsistent

  • One customer dominates revenue significantly

  • All technical knowledge is held by the owner personally

  • Health and safety records are incomplete or out of date

  • Product compliance documents are missing or expired

  • The lease has fewer than three years remaining with no renewal agreed

  • WIP cannot be valued reliably

Addressing these issues before going to market — even if it takes six to twelve months — typically produces a better outcome than rushing to market with unresolved problems that buyers will discover and price into their offer.

How much is a manufacturing business worth?

Manufacturing businesses are most commonly valued on a multiple of adjusted EBITDA, reflecting maintainable profitability after appropriate add-backs for owner's salary, non-recurring costs and personal expenses.

EBITDA alone does not capture the full picture in manufacturing, because capital expenditure requirements — the ongoing investment needed to maintain machinery and equipment — can be significant. Buyers will consider normalised capex when assessing the true earnings power of the business, and may also conduct a separate asset valuation for machinery and equipment alongside the earnings-based valuation.

Factors that increase value:

  • Strong, stable gross margins over three or more years

  • Diverse customer base with no dangerous concentration

  • Confirmed repeat orders and framework agreements

  • Modern, well-maintained machinery with service records

  • Strong quality systems — ISO 9001 or sector-specific accreditation

  • Low defect and return rates

  • Skilled workforce with contracts, training records and low turnover

  • Reliable, diversified supply chain

  • Clear IP ownership — designs, drawings, trademarks

  • Good premises — adequate power supply, access, loading, headroom

  • Documented production processes that can operate without the owner

  • Low owner dependency in day-to-day production management

Factors that reduce value:

  • Significant customer concentration — one customer above 30% of revenue

  • Declining or unstable margins

  • Ageing machinery that will need major capital expenditure soon

  • Obsolete or slow-moving stock

  • Poorly documented or unreliable WIP valuation

  • Weak health and safety records

  • Missing product compliance documentation

  • Supplier dependency with no documented alternatives

  • Staff instability or high dependence on one or two key technical individuals

  • Short lease term with no renewal agreed

  • Owner as the primary technical expert — all production knowledge held personally

Financial information to prepare

Manufacturing due diligence is financially detailed. Sellers should prepare the following before going to market:

Accounts.Three years of filed accounts showing revenue, cost of goods sold (COGS), gross profit, overheads and net profit.

Management accounts.Year-to-date management accounts for the current year with comparatives.

Revenue by product line.A breakdown of revenue between different product types, product families or customer sectors. This allows buyers to assess concentration and margin by product.

Revenue by customer.A customer-by-customer breakdown of revenue over the past three years. This is one of the most scrutinised schedules in a manufacturing sale — buyers will immediately identify customer concentration and assess the risk of losing major accounts.

Gross margin by product.The margin contribution from each product line after direct material and labour costs. Sellers should understand which products are most profitable and be able to explain margin differences.

Direct labour costs.Production wages — separate from management or office staff costs — to allow buyers to understand the labour cost per unit or per revenue pound.

Asset finance agreements.Full schedule of any hire purchase, finance lease or operating lease agreements on machinery, vehicles or equipment. Include outstanding balances, monthly payments and end dates.

Machinery leases.If any machinery is leased rather than owned, provide the lease terms and whether the lease can be assigned or novated to a buyer.

Capex history.Capital expenditure in each of the past three years — what was spent, on what, and whether it was growth or maintenance investment.

Maintenance costs.Annual spend on machinery maintenance, servicing, calibration and repair. Unusually low maintenance spend may indicate deferred maintenance that a buyer will need to address.

Warranty and returns costs.Any costs associated with product defects, warranty claims or customer returns over the past three years.

Stock, WIP and finished goods valuation.See the machinery, stock and WIP section below.

Debtors and creditors.Aged debtor and creditor reports showing outstanding amounts and payment performance.

VAT returns.To cross-check against declared revenue.

Add-back schedule.Owner's salary above market rate for a replacement production manager or MD, personal vehicle costs, one-off professional fees and any other non-recurring items.

Tax position.Corporation tax computations and any outstanding HMRC liabilities or payment arrangements.

Key operational metrics to know:

  • Gross margin percentage

  • EBITDA and EBITDA margin

  • Capacity utilisation — what percentage of theoretical production capacity is currently used?

  • Labour efficiency — output per direct labour hour

  • Scrap and waste rate

  • Defect and customer return rate

  • Stock turnover — how often stock cycles per year

  • WIP days — how long WIP typically takes to complete

  • Debtor days

  • Customer concentration — top three customers as percentage of revenue

  • Order book value — confirmed vs forecast

Machinery, stock and work-in-progress

These three areas are specific to manufacturing businesses and require more detailed preparation than most other sectors.

Machinery

Buyers will want a complete machinery and equipment schedule. For each significant piece of equipment, prepare:

  • Description and model

  • Year of manufacture

  • Ownership status — owned outright, under finance or leased

  • Current net book value and replacement cost

  • Capacity — output per hour or per shift

  • Condition assessment — operational, requiring maintenance or near end of life

  • Service and maintenance records — who services it, when was it last serviced, what are the service intervals?

  • Calibration records — where applicable for measuring or test equipment

  • LOLER records — for lifting equipment such as forklifts, cranes, hoists (LOLER requires thorough examination by a competent person at specified intervals)

  • PUWER compliance — under the Provision and Use of Work Equipment Regulations 1998, employers must ensure work equipment is suitable for its purpose, properly maintained, and accompanied by appropriate information and training

  • Outstanding finance balances — precise figures from the finance provider

  • Any known defects or upcoming major maintenance requirements

Buyers will inspect the machinery physically. Sellers who present inaccurate or optimistic condition assessments will face challenges in due diligence. Be realistic — a buyer who discovers undisclosed machinery problems will lose confidence in the seller's credibility across the whole transaction.

Stock

Stock in a manufacturing business falls into several categories, each of which may have different value and treatment in the sale:

  • Raw materials— materials purchased for production but not yet used

  • Work-in-progress (WIP)— partially manufactured items on the production floor

  • Finished goods— completed products ready for dispatch

  • Packaging— packaging materials held for packing finished goods

  • Slow-moving or obsolete stock— items that have not moved in a defined period (typically ninety days) or that are no longer relevant to current production

Sellers should prepare a full stock schedule by product category, showing quantity, cost price, selling price and stock age. Slow-moving and obsolete stock should be clearly identified — buyers will discount these items heavily and may seek to exclude them from the purchase entirely.

Stock is typically agreed separately from the goodwill price in a manufacturing business sale. The mechanism is often a stocktake at or around completion, with payment at agreed cost price for stock that meets the definition of saleable stock in the sale agreement.

Disputes over stock valuation — particularly over what is "saleable" versus "obsolete" — are common in manufacturing sales. Sellers should address this proactively by having clear stock records and a defined approach to obsolescence.

Work-in-progress

WIP valuation is one of the most technically challenging aspects of a manufacturing business sale. WIP represents the cost of production effort invested in partially completed items — materials consumed, labour applied and production overhead allocated — but not yet converted into invoiceable finished goods.

Sellers should prepare:

  • A WIP schedule showing all live work orders, stage of completion, materials consumed to date and estimated completion cost

  • The margin expectation on each WIP item — what it will be sold for when completed and what the expected profit is

  • Any customer-specific WIP — items being manufactured to a specific customer's order — which a buyer must honour

  • Any WIP that is unlikely to be completed or sold — which should be excluded from the WIP valuation

Buyers and their advisers will review WIP carefully. An overstated WIP value — particularly one that includes significant completion costs — reduces the net value delivered to the buyer on completion.

Customers, suppliers and order book

Customer concentration

Customer concentration is one of the most significant risk factors in manufacturing businesses. If a single customer accounts for 30% or more of revenue, loss of that customer would materially threaten the business. Buyers will assess this risk carefully and may price it into their offer — or make the offer conditional on obtaining comfort from the major customer.

Sellers should prepare:

  • Revenue by customer for each of the past three years

  • Contract status for key customers — are there written supply agreements, framework contracts or purchase orders?

  • Pricing agreements — are prices fixed or subject to periodic review?

  • Repeat order patterns — how consistent and predictable is the customer's purchasing behaviour?

  • Relationship ownership — is the customer relationship held by the business, or personally by the owner?

  • Customer complaints history — any quality disputes, claims or unresolved issues

Where customer concentration is high, sellers should consider whether there are steps that can be taken before going to market to diversify the customer base — even partially.

Suppliers

Supply chain risk is increasingly important in manufacturing due diligence. Buyers will want to understand:

  • Who the critical suppliers are — for raw materials, components, packaging

  • Whether supply agreements are documented

  • Lead times and minimum order quantities

  • Whether the business relies on a single supplier for any critical input

  • Alternative supplier options — have alternatives been identified and qualified?

  • Import exposure — if materials are sourced overseas, what is the currency and tariff risk?

  • Any historic supply disruptions and how they were managed

  • Payment terms — are supplier terms favourable or under pressure?

  • Quality — any supplier-related quality issues?

Single-supplier dependency for a critical material or component is a significant risk. Buyers will assess what happens if that supplier fails, raises prices materially or terminates the relationship.

Order book

The order book — confirmed purchase orders from customers — is one of the most concrete value indicators in a manufacturing business. It represents genuine, contracted future revenue. Buyers will, however, scrutinise it carefully to distinguish between:

  • Confirmed orders— purchase orders placed by customers, with delivery dates agreed

  • Framework agreements— agreements under which a customer commits to buy a volume of product over a period, with individual orders placed against the framework

  • Forecast orders— the seller's estimate of what customers are likely to order, based on historical patterns but without written commitment

  • Quote pipeline— enquiries and quotations submitted but not yet converted to orders

Buyers will value confirmed orders at or close to face value (adjusted for margin). They will discount or disregard forecast orders and pipeline unless there is strong evidence of conversion. Sellers who present a blended "pipeline" figure that mixes confirmed orders with forecasts will have their numbers adjusted in due diligence.

Prepare a production schedule alongside the order book — showing when each order is expected to ship and the expected margin on each order.

Health and safety and product compliance

Health and safety

Manufacturing businesses operate in environments where health and safety compliance is not optional. The HSE enforces health and safety law actively in the manufacturing sector, and buyers will take compliance records seriously.

Sellers should prepare:

  • Health and safety policy— a current, signed written policy

  • Risk assessments— covering all significant workplace hazards: machinery, manual handling, working at height, noise, dust, chemicals, electrical hazards, forklift operations

  • PUWER records— the Provision and Use of Work Equipment Regulations 1998 require employers to ensure that work equipment is suitable, maintained and accompanied by adequate information and training. Records should show what equipment assessments have been carried out and when

  • Machinery guarding records— evidence that guards are fitted, maintained and in use

  • Maintenance and inspection records— service history for all significant machinery

  • Training records— evidence that employees are trained to operate their equipment safely

  • Accident records— a record of all workplace accidents, injuries and near misses

  • RIDDOR reports— any incidents that were reportable to the HSE under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013

  • COSHH assessments— the Control of Substances Hazardous to Health Regulations require assessment of hazardous substances used in the workplace. For manufacturing businesses using chemicals, solvents, adhesives, coatings or other hazardous materials, COSHH assessments and safety data sheets must be prepared and kept current

  • LOLER records— the Lifting Operations and Lifting Equipment Regulations 1998 require thorough examination of lifting equipment (forklifts, cranes, hoists, lifting accessories) at specified intervals by a competent person. Records of examinations must be maintained

  • Fire risk assessment— a current fire risk assessment for the premises

  • PPE records— evidence that appropriate personal protective equipment is provided, maintained and used

  • Environmental monitoring— noise, dust and exposure monitoring records where relevant

A strong health and safety record is not just a compliance requirement — it is a positive signal to buyers about management quality. A business with organised, current health and safety documentation commands more confidence than one where records are patchy.

Insurance claims related to workplace accidents should also be disclosed — buyers will check employer's liability insurance history.

Product compliance

Depending on what is manufactured, product compliance may be a significant area of due diligence. Sellers should prepare:

  • UKCA or CE marking— for products placed on the UK market that are subject to product safety legislation. Since the UK left the EU, products sold in Great Britain require UKCA marking (with transitional arrangements for some CE-marked products). Products sold in Northern Ireland may require CE marking. GOV.UK publishes guidance on placing UKCA or CE marked products on the market in Great Britain, and on product regulations by sector

  • Technical files— the documentation supporting UKCA or CE marking, including product specifications, test reports and risk assessments

  • Declarations of conformity— the document in which the manufacturer declares that the product meets the relevant requirements

  • Product testing records— evidence that products have been tested against applicable standards

  • Product safety complaint and recall history— any product safety issues, complaints, recalls or regulatory correspondence

  • Quality management systems— ISO 9001 or sector-specific quality standards. If the business holds ISO 9001 certification, prepare the certificate and most recent audit report

  • Traceability records— for sectors where product traceability is required (food, medical devices, aerospace, automotive), batch records and traceability systems must be demonstrated

  • Labelling records— evidence that product labelling meets applicable requirements

Buyers in regulated sectors — defence, aerospace, medical devices, food manufacturing, automotive — will conduct detailed product compliance due diligence. Sellers in these sectors should take specialist advice on what to prepare.

Staff, premises and IP

Staff

Manufacturing businesses depend on skilled workers whose expertise is often difficult and time-consuming to replace. Buyers will assess the workforce carefully.

Prepare a full staff schedule showing:

  • Names, roles and length of service

  • Pay rates, overtime structures and any bonus arrangements

  • Shift patterns — single shift, double shift, night shift

  • Employment contracts — are they current and signed?

  • Skill levels — qualifications, trade certifications, specialist machine competencies

  • Training records — particularly for health and safety, machine operation and quality processes

  • Agency staff — headcount, costs and any regularisation risk

  • Apprentices — stage of apprenticeship, costs and completion dates

  • Key-person risk — which individuals hold critical technical knowledge?

  • TUPE implications — employees transfer on their existing terms in a business sale

High-skill manufacturing businesses where key workers have built up significant process knowledge — CNC operators, toolmakers, quality inspectors, production engineers — can face real disruption if those individuals leave after a change of ownership. Sellers should think about retention plans for critical staff before going to market.

Premises

Manufacturing premises are not interchangeable. Buyers will assess:

  • Lease or freehold — which applies and what are the terms?

  • For leasehold: remaining term, break clauses, rent review dates, landlord's consent requirement for assignment

  • Rent and service charge levels — are they at or below market rate?

  • Repair and dilapidations obligations — what condition must the premises be returned in?

  • Planning use class — is the current use lawful for the manufacturing activity carried out?

  • Power supply — is the electrical supply adequate for current and planned machinery?

  • Gas supply — is gas available and at adequate pressure for production processes?

  • Loading and access — are delivery vehicles able to access the site easily?

  • Floor loading capacity — can the floor support the machinery currently installed?

  • Environmental permits — does the business hold any permits under the Environmental Permitting Regulations? Are they current?

  • Asbestos — has an asbestos management plan been prepared for premises built before 2000?

  • Fire safety — is there a current fire risk assessment and are fire systems maintained?

  • Dilapidations risk — particularly important for leasehold premises as the end of a lease approaches

A short lease with no renewal agreed is one of the most common issues that delays or derails manufacturing business sales. Sellers should begin lease renewal conversations with their landlord well before going to market.

Intellectual property

Manufacturing businesses often hold valuable IP — product designs, technical drawings, proprietary formulations, manufacturing processes, trademarks and brand assets — that must be clearly owned by the business being sold.

Sellers should prepare:

  • Product designs and technical drawings — confirming ownership and version control

  • Registered trademarks — name, logo, products

  • Registered design rights or patents — if applicable

  • Unregistered design rights — for three-dimensional product designs

  • Customer-owned tooling — tooling paid for by specific customers and held at the manufacturing facility. This tooling belongs to the customer, not the business, and cannot be sold. It must be clearly identified and excluded from the asset schedule

  • Supplier-owned tooling — similarly, tooling owned by suppliers that is held at the facility

  • Software licences — CAD, ERP, production planning and other software used in the business

  • Confidential know-how — production methods, formulations, process parameters held in technical documents

Buyers will want to know that the critical technical knowledge of the business is documented and owned by the business — not locked in the personal expertise of the owner or a few key employees who might leave.

How to write a strong manufacturing listing

A manufacturing listing should convey production capability, financial stability, compliance quality and growth potential. Buyers in this sector are experienced — they will see through vague descriptions and will respond to specific, credible information.

Include:

  • Manufacturing type — what is made, for which sectors

  • Geographic location (broad)

  • Trading history — years in operation

  • Revenue and adjusted EBITDA summary

  • Gross margin range

  • Customer base overview — number of customers, repeat order patterns, concentration summary

  • Machinery overview — general description, capacity, condition

  • Staff overview — headcount, skills, shift structure

  • Order book summary — value of confirmed orders

  • Stock and WIP treatment

  • Premises summary — leasehold or freehold, size, location type

  • Quality and compliance overview — ISO, UKCA, sector accreditations

  • Reason for sale

  • Growth opportunities — additional capacity, new product lines, new markets

  • Handover support

  • Confidentiality process

Example listing text:

Established manufacturing business supplying repeat B2B customers across multiple sectors, with a skilled workforce, well-maintained machinery and a documented production process. The business benefits from stable gross margins, a credible order book, quality systems and opportunities to grow through additional production capacity, new product development and expanded customer acquisition. Full financial, machinery, customer, compliance and premises information is available to serious buyers following screening and confidentiality checks.

What mistakes should sellers avoid?

Overvaluing old or poorly maintained machinery.Buyers will inspect equipment. Machinery that is presented optimistically but is clearly ageing or unreliable will undermine trust across the whole transaction.

Not separating stock and WIP clearly.Presenting a combined stock and WIP figure without detailed breakdown invites buyers to assume the worst — and price accordingly.

Hiding customer concentration.Buyers will calculate concentration from the revenue-by-customer schedule. Failing to disclose it proactively wastes time and creates distrust.

Overstating the order book.Forecast orders are not the same as confirmed orders. Presenting them as equivalent is misleading and will be challenged in due diligence.

Poor health and safety records.Organised, current health and safety records are a positive indicator of management quality. Disorganised or missing records are a red flag that may cause buyers to factor in remediation costs.

Missing product compliance documents.For products subject to UKCA or CE marking requirements or sector-specific regulations, missing technical files or declarations of conformity will delay or block completion.

Ignoring capex requirements.Sellers who do not disclose known upcoming capital expenditure requirements — machinery that needs replacement, a roof that needs repair, an electrical system upgrade — will find buyers adjusting their offer when they discover these requirements.

Not documenting processes.A business where production knowledge is held only by the owner and a couple of key operators is significantly harder to value and harder to transition.

Sharing technical drawings too early.Product designs, formulations, technical drawings and production methods are commercially sensitive. Do not share them before NDAs are signed and buyer suitability is confirmed.

No handover plan.Manufacturing buyers need confidence that production can continue without disruption after completion. A detailed operational handover plan — covering machine operation, supplier introductions, quality procedures, key staff knowledge transfer and customer handover — directly supports buyer confidence.

Manufacturing seller checklist

  • Three years of filed accounts ready

  • Year-to-date management accounts prepared

  • Revenue by product line and by customer prepared

  • Gross margin by product calculated

  • Add-back schedule prepared

  • Asset finance and machinery lease schedule prepared — with outstanding balances

  • Capex history for the past three years documented

  • Machinery list prepared — with ownership, age, condition, service records and finance position for each item

  • LOLER examination records current for all lifting equipment

  • PUWER records prepared for work equipment

  • Stock schedule prepared — by category, at cost price, with slow-moving items identified

  • WIP schedule prepared — with completion cost and margin estimate per work order

  • Finished goods schedule prepared

  • Stock valuation method documented and agreed with accountant

  • Customer revenue schedule for three years prepared

  • Customer contracts reviewed — written agreements for key customers confirmed

  • Order book prepared — confirmed orders clearly separated from forecast

  • Supplier list prepared — critical suppliers identified, alternative sources noted

  • Health and safety policy current and signed

  • Risk assessments current for all significant hazards

  • COSHH assessments current for all hazardous substances

  • Accident records and RIDDOR correspondence organised

  • Fire risk assessment current

  • Training records current for production and H&S training

  • UKCA or CE marking documentation prepared — technical files, declarations of conformity

  • Product safety complaint and recall history documented

  • Quality management system certification current, if held

  • Staff schedule prepared — roles, pay, contracts, notice periods, key skills

  • Customer-owned and supplier-owned tooling identified and excluded from asset schedule

  • IP ownership confirmed — designs, drawings, trademarks

  • Premises documents ready — lease or freehold, remaining term, planning, environmental permits

  • Asbestos management plan prepared if applicable

  • Technical drawings and process documentation organised — NDA required before sharing

  • Handover plan drafted — machinery, processes, suppliers, staff, customers

FAQs

How is a manufacturing business valued?

Manufacturing businesses are typically valued on a multiple of adjusted EBITDA, reflecting maintainable profitability after appropriate add-backs. The multiple is influenced by margin quality, customer concentration, machinery condition and capex requirements, order book strength, staff and skills, IP ownership, compliance quality and premises. Asset values — particularly machinery — may also be considered alongside earnings-based valuation.

Is machinery included in the sale price?

It depends on what is agreed. Machinery is usually included in a business sale as part of the assets acquired, but the sale and purchase agreement must clearly specify which assets are included and excluded. Financed or leased machinery may require the buyer to take on the finance arrangements or refinance them.

What is WIP and how is it valued?

Work-in-progress (WIP) is production started but not yet completed — materials consumed, labour applied and overhead allocated, but not yet shipped as finished goods. Valuing WIP requires a schedule of all live work orders, their stage of completion, the cost incurred to date and the expected completion cost and selling price. WIP valuation is often agreed between buyer and seller accountants, with a stocktake at or around completion.

Do buyers always inspect the machinery?

Yes. Serious buyers will visit the premises and inspect machinery during due diligence. Sellers should ensure that machinery is operational and that service records are available for inspection.

What is PUWER?

The Provision and Use of Work Equipment Regulations 1998 (PUWER) require employers to ensure that work equipment is suitable for its intended use, properly maintained, inspected where necessary, and that employees using it are trained and provided with adequate information. PUWER applies to all machinery and equipment used in the workplace, including manufacturing equipment.

What is UKCA marking?

UKCA (UK Conformity Assessed) marking is required for products placed on the Great Britain market that fall within certain product categories — such as machinery, electrical equipment, personal protective equipment and pressure equipment. It replaced CE marking for products sold in Great Britain following the UK's departure from the EU. GOV.UK provides guidance on which products require UKCA marking and the requirements for each product category.

Does TUPE apply to manufacturing employees?

TUPE will normally apply to employees in a manufacturing business sale conducted as a going concern. Employees transfer on their existing terms and conditions. Take specialist employment legal advice.

How is customer concentration assessed?

Customer concentration is typically measured as the percentage of total revenue accounted for by the largest one, three or five customers. Buyers will view concentration above 25–30% for a single customer as a material risk, and will assess the probability of retaining that customer after the sale.

Key takeaways

  • Manufacturing buyers are experienced, methodical acquirers — prepare detailed evidence across every area, not just the financial accounts.

  • Customer concentration is the most common structural risk in manufacturing sales — understand your position and prepare accordingly.

  • Machinery records — ownership, condition, service history, finance — must be accurate and organised before going to market.

  • Stock and WIP are typically valued and settled separately from the goodwill price — prepare detailed schedules in advance.

  • Health and safety records — PUWER, LOLER, COSHH, risk assessments, accident records — reflect management quality and will be reviewed carefully.

  • Product compliance documentation — UKCA or CE marking, technical files, quality certifications — must be complete and current.

  • Premises must be assessed for lease term, planning, utilities, environmental permits and dilapidations risk.

  • IP ownership of designs, drawings and trademarks should be confirmed before going to market.

  • A detailed operational handover plan — covering machinery, processes, suppliers, staff and customers — directly supports buyer confidence and protects the price.

Important disclaimer

Buy a Business Ltd is a marketplace, not a broker. Information, guides, checklists and examples on this site are for general guidance only and do not constitute legal, tax, financial, investment, valuation, regulatory, safeguarding, transport, product safety, health and safety, employment, data protection, property, brokerage or regulated advice.

Buying or selling a business involves risk. You should seek independent professional advice before buying, selling, valuing, financing or completing a business purchase.

Sources and useful references

  • HSE: Equipment and machinery — hse.gov.uk

  • HSE: Provision and Use of Work Equipment Regulations 1998 (PUWER) — hse.gov.uk

  • HSE: COSHH — Control of Substances Hazardous to Health — hse.gov.uk

  • HSE: Lifting Operations and Lifting Equipment Regulations 1998 (LOLER) — hse.gov.uk

  • GOV.UK: Placing UKCA or CE marked products on the market in Great Britain — gov.uk

  • GOV.UK: Product regulations by sector and UKCA/CE regimes — gov.uk

  • GOV.UK: Business transfers, takeovers and TUPE — gov.uk

  • HSE: Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (RIDDOR) — hse.gov.uk

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