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MHA PLC
Interim / Quarterly Report • Nov 20, 2025
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Interim / Quarterly Report
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National Storage Mechanism | Additional information 
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 FY263 |
| · | 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 expectations3, 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 [email protected].
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.
Contacts
| MHA | 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 | [email protected] |
| 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
| Note | Six months ended 30 September 2025 (unaudited) £'000 |
Six months ended 30 September 2024 (unaudited) £'000 |
|||
|---|---|---|---|---|---|
| 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 30 September 2025 (unaudited) £'000 |
As at 31 March 2025 (unaudited) £'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
| Note | Share capital £'000 |
Share premium £'000 |
Share based payment reserve £'000 |
Merger reserve £'000 |
Merger relief reserve £'000 |
Other reserves £'000 |
Retained earnings £'000 |
Total equity £'000 |
|
| 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 30 September 2025 (unaudited) £'000 |
Six months ended 30 September 2024 (unaudited) £'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 30 September 2025 (unaudited) £'000 |
Six months ended 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 30 September 2025 (unaudited) £'000 |
Six months ended 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 30 September 2025 |
Adjusted EPS for the six months ended 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 30 September 2025 (unaudited) £ |
As at 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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IR FFFEILILALIE