REG - MHA PLC - Half Year Results
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RNS Number : 2640I MHA PLC 20 November 2025
20 November 2025
MHA plc
("MHA", the "Company" and together with its subsidiaries the "Group")
Half Year Results
Strong first-half performance and good full-year visibility
MHA (AIM: MHA), a leading professional services provider of audit and
assurance, tax, accountancy and advisory services, announces its unaudited
consolidated results for the six months ended 30 September 2025 ("H1 26").
These represent the Company's first consolidated interim results since
Admission to trading on AIM in April 2025. Prior-period comparatives are
presented on a combined basis for the Group's operating entities reflecting a
partnership model, consistent with the historical financial information set
out in the Company's AIM Admission Document, and restated to provide a
like-for-like comparison of performance.
Financial highlights
· Group revenue up 13.2% to £121.3m (H1 25: £107.2m), with recurring fees
approximately 87% of total revenue (H1 25: 87%)
· Adjusted EBITDA¹ up 10.7% to £21.8m (H1 25: £19.7m)
· Group EBITDA margin of 18% (FY 25: 18.3%), reflecting second-half revenue and
earnings weighting
· Adjusted profit before tax² up 8.8% to £18.5m (H1 25: £17m)
· Net cash £25.7m at 30 September 2025 (31 March 2025: £17.6m)
· Adjusted basic EPS 5.8p; diluted EPS 5.8p
· Interim dividend of 1.0p per share
Operational highlights
· Continued organic growth across all service lines, with strong demand from new
and existing clients
· Baker Tilly South-East Europe ("BTSEE") acquisition completed in August 2025
and integration progressing well
· FY26 technology, AI and data programme underway and on target
Current trading and outlook
· Trading in line with market expectations for FY26(3)
· H2 26 expected to see continued opportunities from companies reassessing
long-standing adviser relationships, particularly where regulatory
expectations, sector expertise or international reach are relevant
Rakesh Shaunak, Chief Executive Officer of MHA, commented:
"These results demonstrate the strength of our platform, and we enter the
second half with positive momentum and good visibility across our core service
lines. Supported by rising regulatory complexity, demand for high-quality
audit, tax and advisory support remains robust, and our breadth of sector
exposure and growing international footprint position us well to capture and
capitalise on these opportunities. We are confident of delivering a full-year
outcome in line with market expectations(3), while continuing to build
long-term value through both organic growth and selective M&A."
(1) Adjusted EBITDA in H1 26 relates to EBITDA adjusted to exclude the credit
arising from bargain purchase acquisition of BTSEE, IPO costs expensed through
the income statement and the amortisation of deemed remuneration. Adjusted
EBITDA in H1 25 relates to EBITDA after partner remuneration on the plc basis,
adjusted for the credit arising from the bargain purchase acquisition of Moore
& Smalley. EBITDA refers to consolidated earnings before depreciation,
amortisation, finance costs and taxation.
( )
(2) Adjusted profit before tax in H1 26 relates to the profit before tax
adjusted to exclude the credit arising from the bargain purchase acquisition
of BTSEE, IPO costs expensed through the income statement, the amortisation of
deemed remuneration and a share based payment. Adjusted profit before tax in
H1 25 relates to the profit before tax adjusted to exclude the credit arising
from the bargain purchase acquisition of Moore & Smalley, and is presented
after notional partner remuneration calculated on the plc basis to provide a
like-for-like measure of underlying performance. The results for H1 26 are
presented on a consolidated basis.
( )
(3) The Group believes current market expectations for FY26 to be revenue of
£249.5m and adjusted EBITDA of £44m.
Analyst and retail investor presentations
Management will host an in-person analyst presentation at 9:30 a.m. today in
London. Any analyst wishing to attend is invited to register by emailing
mha@almastrategic.com (mailto:mha@almastrategic.com) .
Management will also host a live investor presentation, open to all existing
and potential shareholders, on Friday 21 November 2025 at 4:30 p.m. via the
Engage Investor platform. Register here (https://engageinvestor.news/MHA_H126)
.
Contacts
MHA www.mha.co.uk (http://www.mha.co.uk)
Rakesh Shaunak, Chief Executive Officer via Alma
Steven Moore, Chief Financial Officer
Cavendish Capital Markets Limited (Nominated Adviser & Broker) +44 (0)20 7220 0500
Stephen Keys, Callum Davidson, Katy Birkin (Corporate Finance)
Michael Johnson (Sales)
Tim Redfern, Sunila de Silva (ECM)
Alma Strategic Communications mha@almastrategic.com (mailto:mha@almastrategic.com)
Andrew Jaques, Josh Royston, David Ison, Sarah Peters +44 (0)20 3405 0205
About MHA
Founded in 1869, MHA is a leading professional services provider of audit and
assurance, tax, accountancy and advisory services, based in the UK with an
international presence.
Following the acquisition of Baker Tilly South-East Europe on 10 August 2025,
MHA now employs nearly 2,200 people and has 153 partners across its network
of 30 offices in the UK, Ireland, South-East Europe and the Cayman Islands.
MHA is the representative of the Baker Tilly International ("BTI") network in
the UK, Ireland, Cyprus, Greece, Romania, Bulgaria and Moldova.
Chief Executive Officer's Statement
Delivering on our post-IPO priorities
I am pleased to present our first set of interim consolidated results for the
six months ended 30 September 2025 ("H1 26") following our admission to AIM in
April this year. Since the IPO, we have focused on the priorities set out at
flotation: grow the business, develop our people, progress our technology, AI
and data initiatives and pursue selective acquisitions with discipline.
Trading in the period has been encouraging and in line with the Board's
expectations, with continued organic growth across all service lines and the
majority of sectors with strong demand from both existing and new clients. We
have also continued our M&A strategy with the completion of the
acquisition of Baker Tilly South-East Europe ("BTSEE"). This represents an
important milestone in our international strategy and has been well received
by clients and colleagues.
Cash generation remains strong and our balance sheet continues to support
disciplined investment in people, technology and selective acquisitions that
meet our criteria.
We have a clear growth strategy, supported by diversified sector exposure and
high levels of recurring revenue. While macroeconomic uncertainty persists,
these factors together give us confidence in our ability to deliver full-year
results in line with market expectations.
Market conditions supporting sustainable growth
The operating environment since the IPO has reinforced the market themes we
discussed at that time. Regulatory scrutiny continues to increase, tender
activity remains high and clients are increasingly looking for firms with
scale, depth and the ability to operate seamlessly across borders.
In the past six months, there has been a growing shift in mid-market and
larger corporates toward multi-service advisers with demonstrable sector
expertise. We are seeing continuing UK and inbound opportunities from
companies reassessing long-standing adviser relationships, particularly where
regulatory expectations or international reporting requirements have
accelerated.
Against this backdrop, our scale, sector model and international capabilities
continue to position us well.
Performance tracking well against full-year market expectations
The Group delivered a strong trading performance in the first half:
· Revenue increased 13.2% to £121.3m (H1 25: £107.2m), comprising
approximately 9.2% organic growth
· Adjusted underlying EBITDA increased 10.7% to £21.8m (H1 25:
£19.7m)
· Adjusted profit before tax rose 8.8% to £18.5m (H1 25: £17m)
Operating margins were resilient during the period and cash conversion
remained strong. Comparative adjusted EBITDA and profit before tax for H1 25
include notional partner remuneration, calculated on the basis that applies
under our post-IPO structure.
These are positive results for a business that continues to grow organically
and by way of acquisition, a model that has underpinned our success to date
and that we expect will support our future expansion.
Growth across sectors and services
The Group experienced strong growth across all service lines during the
period, supported by high retention levels and continued demand for audit, tax
and advisory services.
Activity was particularly strong in key sectors including financial services,
manufacturing, professional services and engineering and technology, each
recording significant double-digit revenue growth. Our tax teams also
experienced increased volumes as clients responded to recent changes in UK tax
rules and cross-border requirements, which continue to generate high demand
for specialist advice.
Our recurring revenue base remains at approximately 87%. This is a testament
to our highly focused sector approach, effective cross-selling strategies and
enhanced use of data, technology and AI to drive efficiencies and quality.
Most of all, we are indebted to the endeavours of exceptional staff and
partners, without whom our success would not be possible.
Disciplined acquisitive expansion and integration
Our first post-IPO acquisition, BTSEE, was completed in August 2025 and
integration continues to progress well. Work is underway to align systems,
processes and governance, and we are seeing evidence of early collaboration
between teams in Cyprus, Greece, South-East Europe and the UK. BTSEE's strong
sector credentials and established position in its markets have added depth to
our international capabilities, and client feedback on the expanded
cross-border offering has been positive.
We continue to pursue selective opportunities that meet our criteria of
cultural fit, quality of earnings and strategic relevance. Discussions with
potential partners have been supported by the enhanced transparency, alignment
of incentives and long-term growth framework that our listed platform
provides. The pipeline remains healthy across both domestic and international
markets, and our approach remains disciplined and focused on long-term value
creation.
Strengthening our technology, AI and data foundations
We are making good progress against the priorities set out at the full year.
Our technology programme for FY26 is now well underway, with work focused on
strengthening our data foundations and embedding tools that improve
decision-making, client service and operational efficiency.
Adoption of AI and automation continues to increase across the firm. More of
our people are now using automation in Personal and Corporation Tax, and our
pilots of tools such as ChatGPT Enterprise and Microsoft Co-Pilot are
expanding into day-to-day workflows. We continue to take a measured,
cost-effective approach, ensuring technologies meet our standards for
maturity, security and regulatory compliance.
Development of the more modern and integrated data architecture signposted at
the full year has begun, with initial activity focused on aligning key
finance, HR and client data. This is expected to support more consistent
reporting and provide a robust base for forecasting, performance management
and profitability analysis.
Alongside these foundations, we are starting to see clearer commercial and
operational use cases, including preparation for Making Tax Digital,
redesigning processes to take advantage of AI-enabled workflows and targeted
upskilling to align talent with an evolving service model.
Investing in our people and culture
At 30 September 2025, the Group employed nearly 2,200 people across 30
offices, including 153 partners.
During the period, we were proud to achieve Investors in People Gold
reaccreditation for the second time. This reflects our commitment to
developing our people, maintaining high standards of accountability and
supporting an inclusive, high-performing culture across the Group.
Our values-driven approach continues to be a core differentiator for MHA,
particularly as we integrate new colleagues and expand our international
footprint.
Strong first half supports a confident outlook
The Group enters the second half with positive momentum and good visibility
across our core service lines. Demand for high-quality audit, tax and advisory
support remains resilient, underpinned by increasing regulatory complexity and
the breadth of our sector exposure. This, together with our growing
international footprint, continues to support a healthy pipeline of
opportunities.
Integration of BTSEE is progressing to plan and we are seeing early benefits
from the expansion of our geographic reach and service capabilities.
Investment following the IPO is strengthening the platform, particularly in
technology and data, where initiatives are beginning to enhance efficiency and
client delivery.
With a strong first half and a clear set of strategic priorities, the Board
remains confident in the Group's prospects for the remainder of the year,
despite an uncertain economic backdrop. We expect to deliver a full-year
performance in line with market expectations and continue to see significant
long-term opportunities for both organic and acquisitive growth.
Chief Financial Officer's Review
Financial information
I am pleased to present our first unaudited interim results as a public
company for the six months ended 30 September 2025, which reflect resilient
organic growth and the continued execution of our targeted acquisition
strategy.
In April 2025, the Group completed a pre-IPO reorganisation that created the
current group structure under the Company. Accordingly, the interim results to
30 September 2025 are presented using merger accounting. The comparative
results for the period ended 30 September 2024 show the combined income
statement and cash flows of the MHA group entities for that period and the
combined net assets at 31 March 2025. This basis of preparation is consistent
with the historical financial information in the Company's AIM Admission
Document.
Revenue
Group revenue grew 13.2% to £121.3m (H1 25: £107.2m), of which 9.2% was
organic and 4% was from the combined impact of the acquisition of BTSEE in
August 2025 and the acquisition of Baker Tilly Ireland in July 2024. Of the
period's revenue, 7.2% arose from fee growth from existing clients at the
start of the period and 6.9% from new client wins. A further analysis is set
out in the revenue bridge below:
H1 25 Revenue £107.2m
Completed projects / lost clients -£7.3m
Fee growth from existing clients £8.8m
New clients / wins:
Won in FY24/25, billed FY25/26 £6.3m
Won in FY25/26, billed FY25/26 £2.1m
Acquisitions:
Baker Tilly Ireland (July 24) £1.5m
Baker Tilly South-East Europe (August 25) £2.8m
H1 26 Revenue £121.3m
The Group has a proven record of identifying, executing and integrating
acquisitions, quickly aligning financial controls and disciplines and
delivering operational and commercial synergies. We expect to continue this as
future acquisition and investment opportunities arise in the UK and overseas.
Fees by service line
We do not prepare management information separately by service line business
unit, other than by fees. The table below illustrates fees raised by principal
service in H1 25 and H1 26. While there was no significant change in the fee
mix of the respective service lines, taxation fees increased by 17.4% and
advisory fees increased by 13.3% compared with H1 25.
Service Line H1 26 (£m) % H1 25 (£m) %
Audit & Assurance 57.6 52% 53.2 53%
Tax 18.9 17% 16.1 16%
Advisory* 30.7 27% 27.1 27%
Wealth 3.6 4% 3.6 4%
*Accounting and Business Advisory Services
Fees by sector
Our sector-focused business development strategy is a major differentiator in
every jurisdiction and continues to be a key driver of revenue growth. This
success reflects the deep sector knowledge and experience of our staff and
partners, which we consistently leverage in conversations with prospects,
clients and business introducers. Fees generated by 15 core sectors are set
out below:
Sector H1 26 (£m) % of Total % Growth
Retail, Consumer & Hospitality 13.5 13% 7%
Real Estate & Construction 13.2 13% 7%
Financial Services 10.8 11% 18%
Professional Services 10.4 10% 12%
Manufacturing & Engineering 10.1 10% 19%
Technology 8.8 9% 13%
Not For Profit 5.5 5% 5%
Healthcare 4.9 5% -1%
Automotive & Transport 4.4 4% -19%
Energy, Natural Resources & Industrials 4.1 4% 11%
Private Individual 3.1 3% 1%
Agriculture & Rural Business 2.5 2% 11%
Media & Entertainment 1.8 2% 5%
Logistics & Distribution 1.6 2% 13%
Pharma & Life Sciences 1.3 1% -6%
Each of our larger core sectors delivered strong revenue growth in H1 26,
particularly financial services, manufacturing, professional services and
engineering and technology, all of which recorded significant double-digit
increases. Similar growth rates were achieved by some of our smaller but
increasingly important sectors such as energy and natural resources, and
agriculture and rural business. Our H1 25 activities in automotive and
transport were abnormally high and therefore H1 26 fees were more in line with
historical trends.
Profitability
During the period, the Group's underlying operating profit increased by 10.5%
to £18.9m (H1 25: £17.1m). Adjusted profit before tax increased by 8.8% to
£18.5m (H1 25: £17m) and adjusted EBITDA increased by 10.7% to £21.8m (H1
25: £19.7m). Adjusted Group EBITDA margin was resilient at 18%. Our FY25
EBITDA margin was 18.3% and typically our revenue and earnings are weighted
towards the second half of the financial year.
Client retention remains high with recurring income representing approximately
87% of revenue (H1 25: 87%). In calculating underlying operating profit and
adjusted EBITDA, we have treated bargain purchase credits and the amortisation
of deemed remuneration arising on the acquisition of BTSEE, expensed IPO costs
and an executive LTIP charge, as non-underlying in nature.
The comparative results for H1 25 necessarily reflect the cost structure and
business model of the former partnership model. Therefore, to provide a clear
bridge between the pre- and post-IPO capital structure of the Group, we have
restated the partnership-based results for H1 25 to reflect the adjustment to
charge partners' remuneration against income as now applies in the "plc"
model.
Total adjusted EPS for the period were 5.3p (basic EPS: 5.8p; fully diluted
EPS: 5.8p). Total unadjusted EPS, including the non-underlying items described
above, was 6.6p (basic EPS: 7.3p; fully diluted EPS: 7.2p). Due to the change
in Group structure at the time of the IPO, comparative EPS figures for H1 25
are not considered meaningful.
Working capital control and cash generation
The Group's business model is highly cash generative and working capital is
closely controlled from billing and conversion of work in progress into
debtors through to collection into cash. Lock-up at 30 September 2025 was 88
days (30 September 2024: 80 days), with the increase attributable in part to
the established terms of trade from our recent acquisition.
Cash generated under our strong terms of trade is being used to:
· Finance acquisition opportunities such as BTSEE
· Support ongoing technology investment to drive operational
gearing
· Facilitate lateral hiring and staff retention
Dividends
In line with the policy set out in the Company's Admission Document, the Board
is pleased to declare a first interim dividend of 1.0p per share, to be paid
on 29 December 2025 in respect of the year ending 31 March 2026. The
ex-dividend date is 27 November 2025 and the associated record date is 28
November 2025.
MHA PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
Six months ended Six months ended
30 September 2025 (unaudited) £'000 30 September 2024 (unaudited) £'000
Note
Revenue 3 121,307 107,196
Client expenses and disbursements (5,595) (3,901)
Net revenue 115,712 103,295
Other operating income 145 1,525
Administrative expenses (96,962) (66,412)
Operating profit before non-underlying items 18,895 38,408
Non-underlying items 5 3,629 6,843
Operating profit 22,524 45,251
Finance income 329 634
Finance expense (723) (671)
Other gains - 86
Profit before taxation 22,130 45,300
Taxation (4,085) (958)
Profit for the period 18,045 44,342
Other comprehensive income:
Other comprehensive income
Exchange difference on retranslation of foreign operations 125 (194)
Total comprehensive income 18,170 44,148
Earnings per share
Total earning per share (pence) 6 6.6 n/a
Basic earnings per share (pence) 6 7.3 n/a
Diluted earnings per share (pence) 6 7.2 n/a
Adjusted earnings per share
Total earning per share (pence) 6 5.3 n/a
Basic earnings per share (pence) 6 5.8 n/a
Diluted earnings per share (pence) 6 5.8 n/a
Adjusted EBITDA
Profit for the period 18,045 44,342
Add: Interest, tax, depreciation, amortisation 7,384 3,612
Reported EBITDA 25,429 47,954
Add: Non-underlying items 5 (3,629) (6,843)
Adjusted EBITDA 21,800 41,111
MHA PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
Note As at As at
30 September 2025 31 March 2025
(unaudited) (unaudited)
£'000 £'000
Assets
Current assets
Trade and other receivables 81,174 66,479
Lease receivable 361 355
Cash and cash equivalents 27,423 18,768
Total current assets 108,958 85,602
Non-current assets
Property, plant and equipment 5,146 4,846
Right-of-use assets 17,533 17,314
Intangible assets 7 30,186 21,548
Investments 9 9
Lease receivable 1,584 1,766
Deferred tax assets 6 38
Total non-current assets 54,464 45,521
Total assets 163,422 131,123
Liabilities
Current liabilities
Trade and other payables 80,384 29,434
Lease liabilities 2,958 3,238
Borrowings 506 66
Current tax liabilities 5,250 2,382
Total current liabilities 89,098 35,120
Non-current liabilities
Borrowings 1,236 1,084
Lease liabilities 16,223 16,439
Other provisions 3,751 5,257
Deferred consideration 4,744 1,832
Deferred tax liabilities 1,135 -
Total non-current liabilities 27,089 24,612
Total liabilities 116,187 59,732
Net assets 47,235 71,391
Amounts due to members - 58,492
Net assets less amounts due to members 47,235 12,899
Equity
Share capital 10 2,821 50
Share premium 89,118 -
Share based payment reserve (15,340) -
Merger reserve (77,473) -
Merger relief reserve 14,609 -
Other reserves 385 -
Retained earnings 33,115 12,849
Total shareholders' equity 47,235 12,899
MHA PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
Share based payment reserve
£'000 Merger reserve
Share capital Share premium £'000 Merger relief reserve Other reserves Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000
Note
Balance at 1 April 2024 - - - - - - 17,028 17,028
Comprehensive Income
Other movements - - - - - - (4,179) (4,179)
Issue of share capital 10 50 - - - - - - 50
Balance at 31 March 2025 (unaudited) 50 - - - - - 12,849 12,899
Balance at 1 April 2025 50 - - - - - 12,849 12,899
Comprehensive Income
Profit for the period - - - - - - 18,045 18,045
Other comprehensive income - - - - - 125 - 125
Other movements - - - - - - 2,221 2,221
Transactions with owners
Issue of share capital 10 2,662 96,512 - - - - - 99,174
Issue costs - (7,394) - - - - - (7,394)
Group reorganisation - - - (77,473) - - - (77,473)
Issue of share on acquisition on BTSEE 8, 10 109 - (16,014) - 14,609 - - (1,296)
Formation of EBT - - - - - 260 - 260
Share based payment expenses - - 674 - - - - 674
Balance at 30 September 2025 (unaudited) 2,821 89,118 (15,340) (77,473) 14,609 385 33,115 47,235
Prior to the group reorganisation on 11 April 2025, and incorporation of MHA
plc on 21 February 2025, the Group consisted, by majority, of a partnership.
Under the terms of the partnership agreement, all members' interests,
including partner capital, were considered to be a liability of the
partnership. As such, the Group has recorded no net assets or equity, other
than amounts relating to the adoption of IFRS, and those relating to
non-partnership transactions prior to 11 April 2025.
MHA PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
Six months ended Six months ended
30 September 30 September
2025 2024
(unaudited) (unaudited)
£'000 £'000
Cash flows from operating activities
Profit before taxation 22,130 45,300
Adjustments for:
Depreciation of property, plant and equipment 677 413
Amortisation of intangible assets 650 561
Amortisation of right of use assets 1,578 1,643
Gain on bargain purchase (5,451) (6,843)
Share based payment expense 674 -
Movement in provisions (1,506) (637)
Finance income (329) (634)
Finance costs 723 671
Net cash generated from operating activities before changes in working capital 19,146 40,474
Increase in trade and other receivables (4,760) (3,294)
Decrease in trade and other payables 23,060 (3,269)
Cash generated from operations 37,446 33,911
Tax paid (1,392) (881)
Net cash inflow from operating activities 36,054 33,030
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired (2,759) (336)
Payments of deferred consideration (420) -
Purchase of property, plant and equipment (128) (718)
Principal received from rental income 176 168
Interest received from rental income 42 49
Interest received 287 585
Net cash outflow from investing activities (2,802) (252)
Cash flows from financing activities
Issue of share capital 98,012 -
Share issuance costs (7,394) -
Payments to members (34,812) (37,338)
Capital invested by members 16,464 8,377
Capital withdrawn by members (16,799) (285)
Loan note paid to partners (75,860) -
Equity dividends paid - (2,204)
Proceeds from borrowings 241 1,505
Repayments of borrowings (1,150) (370)
Interest paid (245) (179)
Principal paid on lease liability (2,703) (1,577)
Interest paid on lease liability (478) (492)
Net cash outflow from financing activities (24,724) (32,563)
Net increase in cash and cash equivalents 8,528 215
Cash and cash equivalents at beginning of the period 18,768 25,956
Effects of exchange rates on cash and cash equivalents 127 (194)
Cash and cash equivalents at end of period 27,423 25,977
MHA PLC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
1 General Information
MHA plc (the ''Company'') is a public company limited by shares, incorporated,
domiciled and registered in England and Wales. The registered number is
16268837 and the registered address is The Pinnacle, 150 Midsummer Boulevard,
Milton Keynes, Buckinghamshire, MK9 1LZ, United Kingdom. The interim condensed
consolidated financial statements consolidate those of the Company and its
subsidiaries.
The principal activity of the Company and its subsidiaries is the provision of
professional services to clients.
2 Summary of significant accounting policies
2.1 Basis of preparation
These interim condensed consolidated financial statements include the results
of the Company and its subsidiaries for the six months ended 30 September 2025
and have not been audited. The comparative periods presented have also not
been audited due to these periods including the consolidated financial
statements of the Company and its subsidiaries as a result of the
share-for-share exchange, as detailed below. These condensed consolidated
interim financial statements do not comprise statutory accounts within the
meaning of section 434 of the Companies Act 2006.
These interim condensed consolidated financial statements have been prepared
in accordance with the AIM Rules and the recognition and measurement
requirements of UK-adopted International Accounting Standards ("IFRS"), they
do not include all of the information required for a complete set of financial
statements prepared in accordance with IFRS Standards. However, selected
explanatory notes are included to explain events and transactions that are
significant to an understanding of the changes in the Group's financial
position and performance.
The interim condensed consolidated financial statements have been prepared in
accordance with the accounting policies that will be applied in the Group's
annual financial statements for the year ending 31 March 2026.
The interim condensed consolidated financial statements are presented in
thousands of Pounds Sterling (£'000) except where otherwise indicated, which
is the functional and presentational currency of the Group.
The Company initiated a reorganisation process in connection with the
Admission of the Company to the AIM Market on 15 April 2025. The
reorganisation was undertaken by the Company to allow and facilitate the
Company to become the ultimate holding company of both MacIntyre Hudson LLP
and MacIntyre Hudson Holdings Limited, and their respective subsidiaries, to
meet the regulatory requirements in the jurisdictions in which the Group
operates.
On 11 April 2025, the Company entered into a share-for-share agreement
pursuant to which the Company acquired 100% of the share capital of MHA
Advisory Ltd in exchange for shares in the Company along with acquiring 100%
of the share capital of MacIntyre Hudson Holdings Limited, and 100% of the
member's interest in MHA Audit Services LLP, both from MHA Advisory Limited.
It further became the designated member of MHA Member LLP. The above
transactions provided the Company the control of MacIntyre Hudson LLP and
MacIntyre Hudson Holdings Limited, and their respective subsidiaries. The
share for share transaction was considered a combination of entities under
common control and falls out of the scope of IFRS 3 'Business Combinations'.
IFRS does not specifically state how combinations of entities under common
control are accounted for. Therefore, in accordance with IAS 8 'Accounting
Policies, Changes in Accounting Estimates and Errors', the Directors have
considered merger accounting principles, as set out in FRS 102, the Financial
Reporting Standard applicable in the UK and Republic of Ireland. Under this
method, the financial statements of the parties to the combination are
aggregated and presented as though the combining entities had always been part
of the same group, therefore the consolidated interim financial statements
include the assets and liabilities of the Group as at 31 March 2025 and in the
comparative period to 30 September 2024. The opening consolidated statement of
changes in equity as at 1 October 2024 includes the share capital of the
Company and the reserves of the combined Group.
2.2 Basis of consolidation
The consolidated interim financial statements consolidate the interim
financial statements and the results of the Company and its subsidiary
undertakings, as per the below, made up to 30 September 2025:
MHA Member LLP Blackfriars Tax Solutions LLP
MHA Advisory Ltd MacIntyre Hudson Ireland Ltd
MacIntyre Hudson Holdings Ltd Baker Tilly Ireland Wealth Management DAC
MacIntyre Hudson LLP Baker Tilly Ireland Audit Ltd
MHA Audit Holdings Ltd Baker Tilly Ireland GP Ltd
MHA Audit Services LLP Baker Tilly Ireland Limited Partnership
MHA Audit Holdings Ltd Trust Baker Tilly South East Europe Holdings Limited
MHA Wealth Management Holdings Ltd Baker Tilly Cyprus Limited
MHA Caves Investment Management Ltd Baker Tilly Greece (Cyprus) Limited
MHA Wealth Ltd Baker Tilly Bulgaria (Cyprus) Limited
MHC Ltd Baker Tilly Romania (Cyprus) Limited
MHA MacIntyre Hudson Cayman Ltd Baker Tilly Moldova (Cyprus) Limited
MacIntyre Hudson Corporate Finance Ltd Baker Tilly South East Europe Limited
MHA Financial Solutions Ltd Baker Tilly Secretarial Services (Cyprus) Limited
MHA Trustees Corporation Ltd Baker Tilly Klitou and Partners (Limassol) Limited
Moore & Smalley LLP Baker Tilly Klitou and Partners Limited
Moore & Smalley SE Plus Ltd Baker Tilly BRI Limited
MacIntyre Hudson Ltd BTR Insolvency and Restructuring Services Ltd
MacIntyre Nominees Prematale Management Limited
MHA Tax Safe Ltd Baker Tilly Corporate Services Limited
MHA MacIntyre Hudson Consulting Ltd Baker Tilly Advisory Services Limited
Geoghegans Trustees Ltd Baker Tilly Business Consulting Services AE
Meston Reid Ltd I.C.S Baker Tilly Klitou and Partners SRL
Moore & Smalley IT Services Ltd Baker Tilly Accounting and Business Services AE
Moore & Smalley CA Ltd Baker Tilly Klitou and Partners EOOD
Moore & Smalley Business Services Ltd Baker Tilly Services EOOD
Cloud Solutions Holdings Ltd Baker Tilly Klitou Management Services SRL
Lincify Ltd Baker Tilly Orkotoi Elegktes Logistes AE
MHCA Ltd Baker Tilly Klitou and Partners SRL
MHA Audit LLP Baker Tilly Corporate Management Services SRL
MHA Service Ltd I.C.S Baker Tilly Klitou and Partners Business Services SRL
Baker Tilly Klitou and Partners Business Services SRL Baker Tilly Klitou and Partners Business Services EOOD
Huallenac Trustee Company
Subsidiaries
Subsidiaries are all entities over which the Company has control. Control is
achieved when the Company is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns
through its power over the investee.
Generally, there is a presumption that a majority of voting rights results in
control. To support this presumption and when the Company has less than a
majority of the voting or similar rights of an investee, the Company considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
• The contractual arrangement with the other vote
holders of the investee;
• Rights arising from other contractual arrangements;
and
• The Group's voting rights and potential voting rights.
The Company re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Subsidiaries are fully consolidated from the date on
which control is transferred. They are deconsolidated from the date that
control ceases. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the period are included in the consolidated
interim financial statements from the date the Company gains control, and
until the date it ceases to control the subsidiary.
Where necessary, adjustments are made to the results of the subsidiaries for
each period to bring the accounting policies used in line with those used by
other members of the Group.
All intragroup assets and liabilities, equity, income, expenses, and cash
flows relating to transactions between members of the Group are eliminated in
full on consolidation.
Business combinations
The consolidated interim financial statements incorporate the results of
business combinations using the acquisition method of accounting in accordance
with IFRS 3 Business Combinations. The consideration transferred for the
acquisition of a subsidiary is the fair value of the assets transferred, the
liabilities incurred and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. The excess of the consideration transferred over the fair value of the
Group's share of the identifiable net assets acquired is recorded as goodwill.
All transaction related costs are expensed in the period they are incurred as
operating expenses. If the consideration is lower than the fair value of the
net assets of the subsidiary acquired, the difference is recognised in the
income statement. The results of acquired operations are included in the
statement of comprehensive income from the date on which control is obtained.
2.3 Going concern
The interim financial statements have been prepared on a going concern basis.
The directors believe this is appropriate as the Group's forecasts demonstrate
continued profitability and cash generation for the year ending 31 March 2026
and beyond. The Group has sufficient cash reserves and committed facilities to
meet its obligations as they fall due for a period of at least 12 months from
the date of approval of these interim financial statements. In forming this
view, the directors considered the impact of current macro‑economic factors,
including inflationary pressures, interest rate movements and regulatory
changes, on forecast cash flows and liabilities. Based on this assessment, the
directors have not identified any material uncertainties that may cast
significant doubt on the Group's ability to continue as a going concern.
3 Revenue from contracts with customers
The Group generates revenue primarily from one business stream being
professional services provided to clients. There are no customers that make up
more than 10% of revenue in the period ended 30 September 2025 (30 September
2024: £Nil).
Geographical reporting
Six months ended Six months ended
30 September 2025 (unaudited) £'000 30 September 2024 (unaudited) £'000
United Kingdom 111,140 102,422
Ireland 4,003 2,011
Cayman Islands 2,787 2,763
Mainland Europe 3,377 -
121,307 107,196
4 Segmental reporting
The Chief Operating Decision Maker ("CODM") has been identified as the
directors of the Company. The CODM reviews the Group's internal reporting in
order to assess performance and allocate resources. The CODM has determined
that there is one operating segment being the provision of professional
services. Information about geographical revenue is disclosed in Note 3.
5 Non-underlying items
The Group had a net gain of £3,629k from non-underlying items during the
period to 30 September 2025 (30 September 2024: £6,843k). These gains and
expenses are summarised below to provide a more meaningful analysis of the
Group's underlying financial performance in each period:
Six months ended Six months ended
30 September 2025 (unaudited) £'000 30 September 2024 (unaudited) £'000
Share based payment expense (140) -
Amortisation of deemed remuneration relating to the acquisition of BTSEE (534) -
Gain on bargain purchase 5,451 6,843
Cost of listing on AIM (1,148) -
3,629 6,843
6 Earnings per share (''EPS'')
The calculation of the basic EPS is based on the results attributable to
ordinary shareholders divided by the weighted average number of shares in
issue during the period. Diluted EPS is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion of all
dilutive potential ordinary shares.
EPS for the six months ended Adjusted EPS for the six months ended
30 September 2025 30 September 2025
Profit used in calculating basic EPS (£'000) 18,045 18,045
Less non underlying items (£'000) - (3,629)
Adjusted profit used in calculating basic EPS (£'000) 18,045 14,416
Weighted average number of shares 274,470,385 274,470,385
Total EPS (pence) 6.6 5.3
Weighted average shares in issue excluding EBT 248,470,385 248,470,385
Basic EPS (pence) 7.3 5.8
Dilutive potential ordinary shares under share option schemes 850,000 850,000
Dilutive potential ordinary shares under share warrants 1,356,059 1,356,059
Weighted diluted shares in issue 250,676,444 250,676,444
Diluted EPS (pence) 7.2 5.8
During the comparative six-month period ended 30 September 2024, the combined
business consisted of a majority partner-owned full profit distribution LLP,
and there was no capital in issue, as such no comparative EPS figures would be
meaningful.
The Employee Benefit Trust does not have an entitlement to dividends.
7 Intangible Assets
Goodwill arising in the period relates to the acquisition of Baker Tilly South
East Europe Limited (''BTSEE'') and was calculated as the fair value of
initial consideration paid less the fair value of identifiable assets at the
date of acquisition.
8 Business combination
Baker Tilly South East Europe Limited
On 10 August 2025, Macintyre Hudson Ireland Limited, a subsidiary of the
Company, completed the acquisition of 100% of the share capital of Baker Tilly
South East Europe Limited (''BTSEE'') and its subsidiaries for total
consideration of €5,880k.
In addition, acquisition equity compensation of €21,456k was granted to
certain vendor fee earners. As this is subject to a lock-in, this has not been
included in the cost of the acquisition but as deemed remuneration within the
share based payment reserve in the financial statements and amortised through
the statement of comprehensive income as a share based payment staff cost in
non-underlying items, over the lock-in period.
90% of the consideration and equity compensation was paid to the selling
vendors as a mix of cash and Ordinary Shares on acquisition, the remaining
balancing payment was made to the vendors based on completion accounts which
were complete post period end. The final payments were made on 15 October 2025
comprising €0.48m in cash, 956,170 new Ordinary Shares issued directly to
the vendors, as well as 1,875,911 new Ordinary Shares issued to the employee
benefit trust (''EBT''), the latter representing the vendors' EBT contribution
payment.
The principal reason for the acquisition was to enhance the services offered
to existing clients of both firms, while expanding the Group's offering in the
Europe in line with the Group's growth strategy.
The following table summarises the provisional fair value of assets acquired,
and liabilities assumed at the acquisition date:
Fair value €'000 Fair value £'000
Assets
Intangible asset - customer relationships 10,678 9,235
Intangible asset - computer software 61 53
Property, plant and equipment 976 844
Right of use assets 2,671 2,310
Deferred tax assets 7 6
Cash 2,210 1,911
Work in progress 7,058 6,104
Trade and other receivables 4,429 3,831
Liabilities
Trade and other payables (3,136) (2,714)
Advances and invoices issued on incomplete jobs (6,924) (5,988)
Lease liabilities and provisions (2,552) (2,207)
Borrowings (1,736) (1,501)
Current tax liabilities (224) (194)
Deferred tax liabilities (1,335) (1,154)
Total provisional fair value 12,183 10,536
Consideration 5,880 5,085
Gain on bargain purchase (6,303) (5,451)
The fair values include recognition of intangible assets related to BTSEE
customer relationships of £9,235k, which will be amortised over 10 years on a
straight-line basis. The gain on bargain purchase of £5,451k is primarily as
a result of the equity compensation not being included in the cost of the
acquisition and being classified as deemed remuneration under paragraph B55 of
IFRS 3. The gain on bargain purchase of £5,451k is disclosed within
non-underlying items in the statement of comprehensive income.
Purchase consideration €'000 £'000
Cash 5,400 4,670
Deferred consideration 480 415
Total consideration 5,880 5,085
The net cash sum expended on acquisition in the period ended 30 September 2025
is as follows:
Analysis of cash flows on acquisition €'000 £'000
Cash paid for the acquisition (5,400) (4,670)
Cash acquired at acquisition 2,210 1,911
Net cash outflow on acquisition (3,190) (2,759)
In accordance with IFRS 3 the initial accounting for the business combination
is deemed provisional, and the Group may adjust the amounts recognised for
identifiable assets, liabilities, and goodwill within the measurement period,
being 12 months from the acquisition date.
9 Capital commitments and contingencies
The Group held no capital, financial and or other commitments, nor
contingencies, at 30 September 2025: (31 March 2025: Nil).
10 Share capital
As at As at
30 September 2025 (unaudited) 30 September 2024 (unaudited)
£ £
Allotted, called up and fully paid
282,073,833 ordinary shares of £0.01 2,821 n/a
The shares have attached to them full voting, dividend and capital
distributions (including on winding up) rights; they do not confer any rights
of redemption. The EBT does not have an entitlement to dividends, when these
options convert to shares held by staff, there will be a dividend entitlement.
Reconciliation of movements in shares in the period Redeemable preference shares
£0.01 Ordinary shares
£0.01
At 1 April 2024 - -
Issued on incorporation 5,000,000 -
Redesignation of share class on 3 March 2025 (5,000,000) 5,000,000
Share for share exchange on 11 April 2025 - 142,199,985
Issued on 14 April 2025 - 124,011,779
Issued on acquisition of BTSEE on 10 August 2025 - 10,862,069
- 282,073,833
MHA plc was incorporated on 21 February 2025, issuing 5,000,000 redeemable
preference shares of £0.01 at par value. On 3 March 2025 the Company
designated the entire share capital of the Company into 5,000,000 ordinary
shares of £0.01.
On 11 April 2025, the Company issued 142,199,985 ordinary shares of £0.01 in
exchange for the entire share capital of MHA Advisory Ltd.
On 14 April 2025, the Company issued 124,011,779 ordinary shares of £0.01 in
respect of the Company Admission on AIM. This was inclusive of 98,011,779
ordinary shares issued for £1 per share, with an additional 26,000,000 shares
issued to the EBT.
On 10 August 2025, 10,862,069 ordinary shares of £0.01 were issued in respect
of a completion payment for the acquisition of BTSEE.
11. Post balance sheet events
As part of the BTSEE acquisition on 10 August 2025, 90% of the consideration
and equity compensation was paid to the selling vendors as a mix of cash and
Ordinary Shares, the remaining balancing payment would be made to the vendors
based on completion accounts, which were finalised after 30 September 2025. As
such on 15 October 2025, the Company issued 2,832,081 new ordinary shares of
1p each in the Company to satisfy completion payments due to the vendors of
BTSEE, of which 1,875,911 were contributed by the vendors to the Company's
employee benefit trust, and the remaining 956,170 were issued as new Ordinary
Shares issued directly to the vendors. The final payment comprised
approximately €0.48m in cash.
12.Financial Information
This financial information does not constitute Statutory Accounts.
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