PSK-Solutions Group acted as one of the headliners of the annual research on the investment landscape of the M&A market — “Tech M&A 2025.” The study analyzes the dynamics of the technology deal market in Russia and the key drivers of its development. In this research, PSK-Solutions, together with leading players in the IT industry and representatives of the M&A community, sought to interpret the changes taking place in Russian business and shared their view of the current stage of development of the domestic Tech M&A market.
According to our assessment, the technology M&A market in 2025 has become more restrained, which can be explained by several factors. Below are some of the conclusions we reached while preparing this material:
We believe that compared to 2024, the market in 2025 has become noticeably more cautious. It is important to note that 2024 was a very strong year: the number of technology M&A deals in Russia increased by approximately one third compared to 2023 and reached the highest level in six years. Against such a background, a slowdown in 2025 appears almost inevitable.
In our view, there are three main reasons:
- Cost of capital.
High interest rates and expensive debt make leverage more difficult, reduce “fair” valuation multiples and widen the gap in expectations between sellers and buyers. This does not eliminate transactions, but it increases the share of structures with deferred payments (earn-outs / installment structures). - Change in the structure of the M&A flow.
In 2025, according to market reviews, the share of transactions related to the transfer of assets to the state or those arising from court decisions has increased. This also changes the M&A agenda and diverts attention and capital from “classic” tech deals. - Selectivity of strategic buyers.
We observe fewer acquisitions “for the future” and more transactions in which the buyer clearly understands why the asset is needed, where the synergies are, how the integration will take place, and how the asset will be monetized.
This thesis sets the general context: the market has not stopped, but it has become much more demanding in terms of asset quality and how its valuation is justified. The previously broad appetite for growth has been replaced by an interest in the resilience of the business model, verifiability of metrics and the ability of a company to withstand deeper due diligence.
Therefore, buyers today focus not only on growth rates but also on the fundamental characteristics of the business.
If in 2023–2024 the market often “sold” growth and expansion, then in 2025 quality means:
- predictability of revenue (recurring revenue, low churn, long-term contracts);
- quality of margins and cash flow (cash conversion);
- product maturity and technical debt (whether the product can scale without “rewriting” it);
- dependence on key individuals and the ability to retain the team.
This shift in focus is reinforced by the fact that in 2025 the growth driver of Tech M&A transactions was B2B and corporate software deals — precisely the segment where buyers pay the greatest attention to the quality of recurring revenue and product economics.
For the market, this means a transition to a more rational valuation model: investors and strategic buyers are no longer satisfied with a company’s growth history or strong positioning alone. The priority is the proven ability of a business to generate cash, scale without critical redevelopment, and retain its team and client base.
Against this background, the structure of negotiations is also changing. If earlier the parties could reach expectations more quickly, today the key point of tension is the distribution of risks between the seller and the buyer.
We believe that the main challenge of negotiations in 2025 is the valuation and allocation of risks. In its classic form, the situation looks like this: the seller anchors expectations to foreign valuation multiples and the market conditions of 2024 (when the market was heated and deal activity was high), while in 2025 the buyer applies a stronger discount (expensive capital, regulatory and counterparty risks, sanctions restrictions, talent risk, IP risks). As a result, we observe a structural shift: more deals include earn-outs (performance-based payments), installment or staged payments, strengthened representations and warranties, and parts of the purchase price linked to team retention and key contracts.
This shift is particularly important for owners of technology companies considering a potential exit in the near future. Today, preparation for an M&A transaction involves not only building a financial model and an investment thesis, but also proactively ensuring legal clarity, intellectual property protection, contractual frameworks, retention mechanisms, and a pricing structure acceptable to both parties.
Within this context, the buyer’s risk profile is also changing. According to PSK-Solutions, the market has become significantly less tolerant of uncertainty and much more attentive to details that previously might have been perceived as secondary.
We believe that risk appetite has become more pragmatic. Buyers are less willing to pay “for the story” and more willing to pay for verified metrics and operational transparency.
In 2025 the following factors are coming to the forefront:
- Contract base and concentration: who the clients are, how contracts are renewed, whether the business depends on one or two anchor clients.
- Unit economics and cash: not only EBITDA on paper, but also conversion into real cash, cost structure and predictability.
- IP and legal clarity of the code: ownership rights, licenses, open-source risks and agreements with developers.
- Cyber and regulatory risks: compliance with applicable requirements (including sectoral or critical infrastructure regulations where applicable), security and resilience.
- Team: retention mechanisms, motivation and risks of losing key engineers or architects.
Why has this become stricter? Because in an environment of expensive capital, mistakes in asset assessment become more costly, and the window for correction becomes narrower. At the same time, the overall background of the 2025 market (slower M&A activity and a higher share of special transactions) makes buyers more cautious.
“Tech M&A 2025. Part 1. Investment Landscape, Trends 2026, Industry View,” organized and conducted by Anastasia Nerchinskaya together with ALRUD, VERBA LEGAL, B1 Group and Advance Capital.
Citation is made exclusively for informational non-commercial purposes.