Selling a TICC Business: What the Specialist Consolidators Are Actually Buying

Selling a TICC Business: What the Specialist Consolidators Are Actually Buying

James Dixey — Founder and Managing Director    ·    7 min read    ·    James Dixey Limited

Testing, inspection and certification — TICC for short — is not a phrase that appears much in the business press. It should. The sector is one of the most actively consolidated specialist service markets in Europe, the multiples paid for the right businesses are amongst the highest in the regulated service space, and the named buyers are well-funded and currently active.

EXECUTIVE SUMMARY

•  The global outsourced TICC market is valued at over €80 billion based on combined revenues of the major listed players (Bureau Veritas, SGS, Intertek, Eurofins, DEKRA) and analyst coverage; the UK is one of the most active M&A markets in the world for this type of business.

•  Sector-median TICC trades at 6–9x EBITDA. Premium businesses — above-70% recurring certification revenue, current UKAS accreditation, £1m+ EBITDA, and strong technical and competency records — routinely achieve 9–12x in competitive processes.

•  The active consolidators are now well established: Phenna Group (formed 2018; backed by Oakley Capital since September 2022 at an implied £1.25bn enterprise value, prior minority investor Inflexion exited at 5.5x return), BES Group, The Riverside Company, and several smaller European platforms competing for sub-£20m EV businesses.

•  UKAS accreditation is the single deal variable most TICC owners underestimate. The transfer process, the schedule of accreditation, and the competency records of the technical staff are the items that most often determine deal value at the margin.

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What TICC is, exactly

Testing, inspection and certification businesses are the third-party providers that certify products, systems, processes and personnel against defined standards. They are the businesses that test materials in laboratories, inspect equipment in service, audit management systems against ISO standards, certify product compliance, and qualify personnel against competency frameworks. They sit across almost every regulated industry — construction, energy, healthcare, manufacturing, food, automotive, environmental — and their role is structural rather than discretionary.

The global outsourced TICC market is valued at over €80 billion based on combined revenues of the major listed players (Bureau Veritas, SGS, Intertek, Eurofins, DEKRA) and analyst coverage. The UK has one of the most active M&A markets in the world for businesses of this type, partly because of the historical strength of UKAS — the United Kingdom Accreditation Service — and partly because the regulatory tailwinds (Building Safety Act, environmental regulation, manufacturing compliance) are creating structural demand for the services.

Who is buying — and why

Three consolidators do most of the buying at the £2–20m EV range where most owner-managed TICC businesses sit:

•   Phenna Group (Oakley Capital). Phenna was formed in 2018 by Paul Barry. Inflexion took a minority stake via Partnership Capital II in 2020 and exited to Oakley Capital in September 2022 at an implied £1.25bn enterprise value. Oakley has since continued Phenna's aggressive consolidation strategy, with the platform now operating across multiple countries and continuing to acquire niche, accredited TICC businesses in the UK and internationally.

•   BES Group. Engineering inspection and asset integrity testing platform, particularly strong in the industrial and infrastructure verticals. Active acquirer at the £5–25m EV range and a regular bidder on competitive processes.

•   The Riverside Company. The US-headquartered PE firm has built TICC platform activity in UK and Europe, competing for many of the same opportunities as Phenna and BES, with different sector preferences across each platform.

Beyond Phenna, BES and The Riverside Company, several smaller UK and Continental European consolidators — including Apave, CICS, and individual fund-backed regional platforms — also compete for the sub-£20m EV TICC businesses. The buyer pool is genuinely deep at the small end, which is where most owner-managed TICC mandates sit. This depth is what creates the competitive tension that drives the multiples.

Why multiples are high — and what drives them

TICC businesses with strong recurring certification revenue and current UKAS accreditation trade in a wide range. The right way to read the numbers is segmented, not as a single line:

•   Sector-median TICC: 6–9x EBITDA. Typical owner-managed inspection or certification businesses, with mixed certification and project revenue, single-scope accreditation, EBITDA below £1m.

•   Premium segment: 9–12x EBITDA. Above-70% recurring certification revenue, current UKAS accreditation across multiple scopes, £1m+ EBITDA, strong technical and competency records.

•   Lower end: 4–6x EBITDA. Smaller TICC businesses (sub-£500k EBITDA), single-accreditation businesses, or those operating without UKAS coverage. The discount to the median reflects the higher integration risk and the narrower buyer universe.

The reason TICC commands a premium even over a healthy fire and security business — where the median sits at around 9x and the premium segment at 8–10x — is the accreditation structure and the contractual nature of certification revenue. UKAS-accredited certification scope is harder to replicate than BAFE/NSI/SSAIB. The customer relationship is structurally recurring rather than transactionally project-led. And the technical competency embedded in the workforce is genuinely scarce in some scopes. The asset is, in plain terms, harder for a buyer to build themselves — which is what justifies paying for it rather than building it.

UKAS accreditation: the deal variable most owners underestimate

If there is one item on the TICC due diligence list that owners consistently underestimate, it is the UKAS accreditation file. A typical owner-managed TICC business has accreditation that has been built up over a decade or more, with multiple scopes, multiple technical signatories, multiple recorded non-conformances and corrective actions, and a schedule of accreditation that may not have been formally reviewed in the months leading up to the sale process.

UKAS accreditation is the asset. The schedule of accreditation, the competency records, and the audit history are the documentation that determines whether the buyer pays for the asset or discounts it for risk.

The buyer's diligence on the accreditation file will be detailed: every UKAS audit report from the last three to five years, every recorded non-conformance, every corrective action, every technical signatory's competency record, every internal audit cycle entry. They will also model the transfer process — UKAS has formal procedures for transferring accreditation on change of legal entity, and the timeline can run six to twelve months from completion to fully transferred accreditation. The buyer will want to understand the operational continuity through that transfer period.

The work to put this right is mechanical but takes time. Audit the schedule of accreditation. Close out any open non-conformances. Document the technical competency records of every signatory. Refresh the internal audit cycle. None of this is expensive. All of it is essential to clearing the premium end of the multiple range.

What buyers scrutinise in due diligence

Beyond the accreditation file, sophisticated TICC buyers test five things in diligence before they finalise price:

•   Revenue composition. Proportion of revenue that is recurring certification (multi-year cycle) versus discrete project-based testing. The recurring revenue is what underpins the multiple.

•   Customer concentration. How exposed are you to your top five customers? A typical TICC business has 20–40% of revenue from its top five — which is acceptable. Above 50% triggers questions about concentration risk.

•   Pricing trajectory. Are you indexing fees to inflation? Have you held real pricing over five years? Buyers will rebuild the pricing curve and compare it to the cost base.

•   Technical bench strength. How many signatories on the accreditation? How many of them are in their fifties and likely to retire in the next five years? Succession planning on the technical bench is a material discount or premium driver.

•   Cross-sell penetration. Most TICC businesses have multiple scopes within their UKAS accreditation. Buyers want to see how penetrated each customer is across the scope set. Single-scope customers are upside; multi-scope customers are de-risked revenue.

TICC versus fire and security: why the distinction matters

It is worth being clear about why TICC commands a further premium over fire and security, because both sectors sometimes get grouped together by generalist buyers and advisors. Premium fire and security businesses — alarm installation, maintenance, monitoring — trade at 8–10x EBITDA where they have above-60% recurring revenue, current accreditation, and £500k+ EBITDA. Sector-median F&S sits at 4–8x. TICC, accredited and structured well, commands a further premium over the F&S premium segment, reaching 12x for the best businesses.

The reason is the accreditation structure (UKAS rather than BAFE/NSI/SSAIB) and the contractual nature of certification revenue — the asset is harder to replicate and the revenue stream is more predictable. For a seller, the implication is that an advisor with experience across both sectors will be able to position the business correctly and avoid the under-pricing that happens when generalist buyers or advisors lump the two together.

What you should be doing if a sale is on the horizon

The 18–24 month preparation window for a TICC business is broadly similar to F&S, with some sector-specific differences:

•   Recurring certification revenue as a percentage of total. Aim to hold it above 70% if you want to clear the premium segment.

•   UKAS accreditation file. Pre-audit yourself before the buyer does. Close out open non-conformances. Document competency records.

•   Technical bench succession. If your two most senior signatories are within five years of retirement, address it now — recruit, train and document the next layer.

•   Customer cross-sell. Identify single-scope customers and pitch them additional scope. Multi-scope penetration is a material premium driver.

•   Financial cleanup. Normalised EBITDA bridge. Three-year forecast with the recurring revenue cohort clearly segmented from project revenue.

Done over 18–24 months, this work moves a £750k EBITDA TICC business from a 6–7x outcome (£4.5m–£5.25m enterprise value) to a 9–10x outcome (£6.75m–£7.5m enterprise value). On a business of this size, the work pays for itself many times over.

Related: The broader fire and security consolidation argument — and why the multiple ranges in F&S and TICC need to be read together.  (/insights/fire-security-market-consolidating-owners-on-the-fence)

Thinking about a TICC sale?

Have a confidential conversation about your numbers, your accreditation file, and the specialist buyer universe. The first call is always confidential.

Book a confidential call  →

SOURCES

[1] Global outsourced TICC market value of over €80bn: based on combined disclosed revenues of Bureau Veritas, SGS, Intertek, Eurofins and DEKRA, plus analyst commentary from Berenberg, Numis and Jefferies covering the listed TICC space (2024–2025 reports).

[2] Phenna Group ownership: Formed 2018; Inflexion minority investment via Partnership Capital II (2020); Oakley Capital acquired Phenna in September 2022 at implied £1.25bn enterprise value. Sources: Inflexion and Oakley Capital portfolio disclosures, Private Equity Wire, Unquote, DC Advisory.

[3] BES Group acquisition activity: company website and trade press coverage 2023–2026.

[4] UKAS accreditation framework: United Kingdom Accreditation Service (UKAS.com) — transfer procedures, accreditation scopes, and competency requirements.

James Dixey Limited — Specialist M&A for regulated, owner-managed businesses in Care, Education, Fire & Security and Other Regulated Services.