Luke Middleton

"Cash-out" transactions are becoming increasingly common across the UK mid-market — and for good reason. Many founders are exploring ways to take some money off the table without fully exiting. In a climate where running a business is relentless, tax rules are shifting, and markets remain unpredictable, de-risking makes a lot of sense. But the right deal is about more than just valuation. The type of capital being used — whether private equity, debt-funded, or strategic investment — has major implications for cash flow, control, and long-term outcomes. Structuring the transaction in a way that protects your position, your team, and your upside is essential. At Azets, we advise owner-managers across the UK on how to approach these decisions with clarity and confidence — from understanding your value to identifying the right capital partner and negotiating terms that work for you. If you're thinking about de-risking, succession planning or growth through investment, it's worth having an early conversation. #MergersAndAcquisitions #CorporateFinance #CashOut #SuccessionPlanning #UKBusiness #PrivateEquity #Azets

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𝗠𝗶𝘀𝘁𝗮𝗸𝗲𝘀 𝗶𝗻 “𝗧𝗮𝘅 𝗔𝘂𝗱𝗶𝘁 𝗥𝗲𝗽𝗼𝗿𝘁𝘀" TAR / Form 3CD is prescribed u/s 44AB of Income-Tax Act 1961 On occasions, errors can creep into TAR Recent Rulings of Tax Tribunal highlight some real-life mistakes: 1️⃣ 𝗞𝗼𝗽𝗿𝗮𝗻 𝘃𝘀 𝗗𝗖𝗜𝗧   • Clause 14(b) —->”Increase in Purchase Cost on account of inclusion of GST”   • A data-entry error occurred—>Instead of reporting ₹26,01,46,197, Form 3CD showed ₹2,60,14,197 (👉CAREFULLY OBSERVE: The digit “6” was missed between “4” and “1”) 2️⃣ 𝗦𝗮𝗶 𝗖𝗼𝗺𝗽𝘂𝘁𝗲𝗿𝘀 𝘃𝘀 𝗔𝗗𝗜𝗧   • Clause 33 —->"Deductions admissible under Chapter VIA"   • Deduction u/s 80JJAA was missed to be reported 3️⃣ 𝗜𝗧𝗢 𝘃𝘀 𝗦𝗮𝗺𝗯𝗵𝗮𝘃 𝗦𝗵𝗲𝗹𝘁𝗲𝗿   • Clause 40 —> "Total Turnover of the Assessee for the Year of Reporting"   • Per facts, Turnover of "Prior Year" was ZERO, while the Turnover in the "Year of Reporting" was ₹25,52,69,395  • But, by oversight, “Turnover for the Year of Reporting" was typed as ZERO 4️⃣ 𝗦𝗣𝗦 𝗔𝘂𝘁𝗼𝗺𝗼𝗯𝗶𝗹𝗲𝘀 𝘃𝘀 𝗜𝗧𝗢   • Clause 16(d) —> “Amounts not credited to the Profit and Loss Account”-->"Any other Item of Income"   • Income of ₹54,17,993 was wrongly reported in Clause 16(d)—->even though it was already reflected in P&L A/C (👉Correct reporting should have been ZERO) 5️⃣ 𝗔𝗖𝗜𝗧 𝘃𝘀 𝗙𝗶𝘁𝗿𝗶𝘁𝗲 𝗣𝗮𝗰𝗸𝗲𝗿𝘀   • Clause 21(g) —> "Details of amounts debited to the Profit and Loss Account” —> "Particulars of any Liability of a Contingent Nature"   • Contingent Liability of ₹4.10 crore was not debited to P&L A/C (nor any tax deduction was sought to be claimed in ITR)   • Yet, ₹4.10 crore was reported in Clause 21(g) (👉Correct reporting should have been ZERO) ⚠️𝗪𝗛𝗬 𝗔𝗥𝗘 𝗠𝗜𝗦𝗧𝗔𝗞𝗘𝗦 𝗖𝗢𝗦𝗧𝗟𝗬?   • Due to errors in TAR, Taxpayer can suffer 𝘛𝘢𝘹 𝘈𝘥𝘫𝘶𝘴𝘵𝘮𝘦𝘯𝘵𝘴 (like in the above rulings) - even if TAR has been revised to rectify error   • Although such 𝘢𝘥𝘥𝘪𝘵𝘪𝘰𝘯𝘴 are eventually deleted in Appeal, Taxpayer is unnecessarily dragged into long & needless litigation ✅ 𝗧𝗮𝗸𝗲𝗮𝘄𝗮𝘆   • Form 3CD forms the backbone of ITR processing (CPC) & Scrutiny Assessments   • Hence, accuracy in TAR is imperative ✌️𝗕𝗲𝘀𝘁 𝗣𝗿𝗮𝗰𝘁𝗶𝗰𝗲𝘀 𝗳𝗼𝗿 𝗙𝗬 𝟮𝟬𝟮𝟰-𝟮𝟱 (𝗗𝘂𝗲 𝗗𝗮𝘁𝗲 𝗼𝗳 𝗙𝘂𝗿𝗻𝗶𝘀𝗵𝗶𝗻𝗴 𝗧𝗔𝗥: 𝟯𝟭 𝗢𝗰𝘁 𝟮𝟬𝟮𝟱)   • Diligently follow Guidance Note of The Institute of Chartered Accountants of India: 👉https://lnkd.in/dEMN3XwD   • Double-check every entry in Form 3CD   • Ensure alignment between Financials, TAR & ITR   • Reduce or eliminate 𝘔𝘢𝘯𝘶𝘢𝘭 𝘞𝘰𝘳𝘬 —> Wherever possible, Automate TAR filling —> Use Tax Technology —> Build a ‘bridge’ between Accounting System & TAR 👇𝗢𝘃𝗲𝗿 𝘁𝗼 𝘆𝗼𝘂 Have you seen ‘TAR errors’ cause tax trouble? What are the best practices adopted by you? Share in the Comments - Learning from experiences benefits all (ITAT rulings can be viewed at Taxmann 👉https://lnkd.in/dYYuAsNd. Citations are mentioned in Comments) #TaxAudit #Form3CD

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Starting 18 November 2025, you’ll need to prove who you are before you can run a UK company.🔐 Big changes are coming under the Economic Crime and Corporate Transparency Act 2023 and mandatory identity verification is at the heart of it. ✅ Who must verify? 1. Directors & PSCs of UK companies 2. LLP members 3. Directors of overseas companies with UK establishments ⏳ Timeline: • Transition period: 12 months from 18 Nov 2025 • New directors/PSCs must verify before appointment is accepted • Existing ones must verify by their next confirmation statement (or other filing deadline) 🆔 How to verify: • Free via GOV.UK One Login • Or through an Authorised Corporate Service Provider (ACSP) ⚠️ What happens if you don’t? • Your appointment or filings could be rejected • You may lose the ability to act as a director/PSC • Companies can face penalties 📢 Action point: Get your ID ready and make sure your company records (e.g. date of birth, PSC details) are up to date well before the deadline.

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As the tax technology and transformation profession expands, one may assume that it's getting easier to fill vacancies. This is far from the case. We could talk at length about the annual stretching of the 'tax technology spectrum' (a term I've used over the years to capture the growing list of different tax tech roles) as a key contributor to this ongoing challenge. Beyond this, however, the biggest battle that hiring managers face is identifying technically qualified profiles who can 'fit' into their business. Startups feel this pinch the most. The tax software market sees a growing number of new entrants each year and, as these startups begin to scale, they're primarily recruiting from a pool that have been trained at large global players: Thomson Reuters, Wolters Kluwer, EY, Deloitte, PwC, KMPG, Intuit etc. While the pool of candidates is, indeed, growing, the challenge is identifying how many of these large corporate trained technology specialists demonstrate a 'startup mentality': the willingness to roll up their sleeves, work outside of their job description, join somewhere with no structures, be motivated by the bigger picture. Of course, there are square pegs in round holes at such firms, with many people that I speak to destined to be part of the next great startup. But the key hiring challenge in this market is not just navigating the nuances of different technology profiles, it's qualifying the business 'fit'. And this works both ways. I'll speak to those who come from smaller players who've gone on to try their hand at one of the industry giants and simply cannot operate in more structured, specialist, and layered environments. So whether you're a hiring manager or job seeker, the same message applies: don't just think about skill demands, start thinking about what the right 'fit' looks like for you.

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MTD IT IS COMING 😱 Making Tax Digital for Income Tax (MTD IT) is the biggest change to the UK tax system in decades 🤒 From April 2026, sole traders and landlords earning over £50,000 must keep digital records and submit quarterly updates to HMRC using compliant software ✅ (PS Dext have one of those compliant softwares called Dext Solo 😂 ) As an accountant or bookkeeper, MTD IT is going to change how you price services, engage clients and manage workflows, its a lot! 🤯 But MTD IT is also about opportunities, not just obligations 🫡 The MTD Oracle (AKA Paul L.) has produced a top tier guide for free for you to use to get your head around whats to come 🤩 Interested? Link in comments! 🥳 PS Nick Charnley my good pal also works in tax and is my pal in the picture 🥸 #mtd #mtdit #hmrc

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Your Tax Return Says One Thing. Your Instagram Says Another. Guess Who Notices? Your accounts show £14,000 of profit. Your Instagram shows a £75k Audi, a week in Dubai, and dinner at The Ivy. Spot the problem? So does HMRC. HMRC now uses AI to cross-check lifestyle against declared income. Social media, online ads, even tagged photos - it’s all data. If the maths doesn’t add up, the algorithm flags it. Sometimes it’s innocent - the Rolex was borrowed, the car was leased, the trip was business. But AI doesn’t care about context. It just kicks off an enquiry. So what should you do? • Make sure your declared income matches reality • Remember: social media is public and permanent • Be ready to explain if the lifestyle looks bigger than the numbers Tax isn’t just about receipts anymore. It’s about the story your digital footprint tells. ⸻ If you’d like a free copy of my full 89 Tax Tips guide, just send me a PM and I’ll get it over to you. #TaxTips #HMRC #DigitalTax

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***Head of Finance recruitment*** Old market assumptions no longer apply. I recently partnered with the CFO of a high growth listed business to recruit a Head of Finance. It’s a critical hire. Lots of acquisitions driving growth. Knowing how year-end pressures can impact candidate engagement, I advised starting the search early. We moved quickly and delivered a strong shortlist. The candidates were technically sound, all capable. But something didn’t click with the CFO and I agreed. Rather than settle, I suggested bringing in a professional contractor. It gave us breathing room to find the right long-term fit. When we re-ran the search just weeks later, the difference was night and day. Many of the candidates didn't surface during our first round. The only thing that changed was the timing. Pre-COVID, I wouldn’t have expected high-calibre candidates to consider a move during year-end. But today, the market is less predictable. Old assumptions no longer apply. So my advice is this: Don’t rush permanent hires. If needed, run the search twice. Use interim solutions to protect business continuity. In this case, the CFO now has real choice and full confidence in the decision ahead #cfo #GMFinance #reogroup

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Pretty brief but interesting snapshot from BDO I read this morning. No significant growth in M&A activity but reassuringly it was pretty much flat from H1 2024. Money is still coming from Trade, PE very quiet. H1 deal volumes have remained fairly static The unsurprising rise of AI and automation UK continues to attract investment from a diverse set of overseas buyers but is still dominated by UK trade acquirers H1 has seen an increase in unemployment levels from 4.6% to 4.7% Last year, H2's activity was spurred on by pre-budget activity so year on year H2 comparison is likely to be down, in my opinion. See the report here if you're interested. https://lnkd.in/eQEg9JwP

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