Preliminary Results
Summary by AI BETAClose X
21 July 2026
MHA plc
("MHA", the "Company" and together with its subsidiaries the "Group")
Unaudited* Preliminary Results
Strong performance and positive start to FY27
MHA (AIM: MHA), a leading professional services provider of audit and assurance, tax, accountancy and advisory services, is pleased to announce its unaudited* preliminary results for the year ended 31 March 2026 ("FY26").
Financial highlights
|
· |
Group revenue up 12% to £251.3m (FY25: £224.1m) |
|
|
· Organic growth of 6.4% |
|
|
· Acquisitive growth of 5.8% |
|
· |
Recurring revenue approximately 87% of total revenue (FY25: 87%) |
|
· |
Adjusted EBITDA1 up 13% to £46.5m (FY25: £41.2m), in line with previously upgraded market expectations |
|
|
· Adjusted EBITDA margin of 18.5% (FY25: 18.4%) |
|
· |
Adjusted profit before tax2 up 11% to £39.2m (FY25: £35.3m) |
|
· |
Strong adjusted cash conversion3 of 115% (FY25: 89%) |
|
· |
Net cash of £25.4m at 31 March 2026 (FY25: £17.7m) |
|
· |
Basic and diluted EPS4 of 11.1p |
|
· |
Final dividend of 2.2p per share, bringing the total for the year to 5.2p |
Operational highlights
|
· |
Strong revenue growth across all four service lines, with Audit & Assurance continuing to contribute approximately half of Group revenues |
|
· |
Fee growth across core sectors, led by Financial Services, Professional Services and Manufacturing & Engineering |
|
· |
Fees from listed clients up 16%, with 15% organic growth in that client base |
|
· |
Two acquisitions since IPO - BTSEE and MS UAE - extending the Group's operations into South-East Europe and the Middle East, both expected to be earnings enhancing within 12 months |
Current trading and outlook
|
· |
Positive start to FY27, supported by a broader platform and resilient demand |
|
· |
Enduring structural growth drivers - rising regulatory complexity and growing demand for multi-service, cross-border advisers |
|
· |
Healthy acquisition pipeline, in the UK and overseas |
|
· |
The Board remains confident in the Group's prospects for FY27 and in delivering its medium-term ambition of annual revenues in excess of £500 million |
Rakesh Shaunak, Chief Executive Officer of MHA, commented:
"In our first full year as a public company we have grown revenue across all four service lines, extended our international footprint and delivered earnings ahead of expectations. It is an encouraging validation of the model we set out at IPO - combining organic growth, selective acquisitions and the discipline of public ownership - and gives us real confidence as we build towards our medium-term ambitions."
Analyst and retail investor presentations
Management will host an in-person analyst presentation at 9:30 a.m. today. Any analyst wishing to attend is invited to register by emailing mha@almastrategic.com.
Management will also host a live investor presentation, open to all existing and potential shareholders, today, 21 July, at 4 p.m. via the Engage Investor platform. Register here: https://engageinvestor.news/MHA_FY26
Notes
* The preliminary financial information in this announcement is unaudited but is expected to be the same in all material respects to the audited results, which are expected to be published on the Company's website and sent to shareholders by 30 July 2026. These financial statements were approved by the Board of Directors and authorised for issue on 20 July 2026.
FY26 is the Company's first statutory accounting reference period. FY25 comparatives reflect the combined results of the Group's constituent companies, prepared on the same basis as the historic financial information in the Company's AIM Admission Document dated 10 April 2025.
1 Adjusted EBITDA in FY26 excludes non-underlying items relating to the credit arising from the bargain purchase acquisition of BTSEE, IPO costs expensed through the income statement, non-cash share-based payment charges, amortisation of deemed remuneration relating to the acquisition of BTSEE, and acquisition-related transaction costs. Adjusted EBITDA in FY25 excludes non-underlying items relating to the credit arising from the bargain purchase acquisition of Moore & Smalley and applies notional partner remuneration on the post-IPO plc basis to provide a like-for-like measure.
. EBITDA refers to consolidated earnings before depreciation, amortisation, finance costs and taxation.
2 Adjusted profit before tax is reported profit before tax excluding non-underlying items and acquisition-related transaction costs, consistent with the adjustments made in arriving at adjusted EBITDA. The FY25 comparative applies notional partner remuneration on the post-IPO plc basis to provide a like-for-like measure.
3 Adjusted operating cash conversion is operating cash flow before tax, adjusted for MHA Member LLP balances, divided by operating profit before non-underlying items.
4 No EPS FY25 comparative is presented as the prior period preceded the formation of the Group.
Contacts:
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MHA |
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Rakesh Shaunak, Chief Executive Officer |
via Alma |
|
Steven Moore, Chief Financial Officer |
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Cavendish Capital Markets Limited (Nominated Adviser & Broker) |
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Stephen Keys, Callum Davidson, Andrea Callaghan (Corporate Finance) Michael Johnson (Sales) |
+44 (0)20 7220 0500 |
|
Sunila de Silva (ECM) |
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Alma Strategic Communications |
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|
Andrew Jaques, David Ison, Joe Pederzolli, Emma Thompson |
+44 (0)20 3405 0205 |
About MHA
MHA is a leading professional services provider of audit and assurance, tax, accountancy and advisory services, based in the UK with an international presence.
MHA employs over 2,300 people and has 157 partners across its network of 32 offices in the UK, Ireland, South-East Europe, the UAE 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.
Baker Tilly International is the 8th largest global network of accounting and professional services firms with over 750 offices in 147 jurisdictions.
Chairman's Statement
A year of delivery
This has been an important period for the Group - our first full financial year following admission to AIM - and one in which we have delivered on the commitments we set out at IPO while achieving a strong trading performance.
The decision to pursue an IPO, rather than private equity investment, was a very deliberate one, enabling us to maintain control within the working partner group while running the business for the long-term benefit of all our stakeholders, with the interests of our partners and our investors firmly aligned. One year on, I am confident it was the right path for the firm.
Broader, stronger, more international
During the period, MHA has further strengthened its position as one of the UK's leading professional services firms, through a combination of organic growth and selective acquisitions.
The acquisitions of Baker Tilly South-East Europe ("BTSEE") in August 2025 and Moore Stephens UAE ("MS UAE") shortly after the year end represent a significant step forward in the internationalisation of the Group, not only enhancing our service offering and adding scale but also positioning us for further growth.
We have also continued to invest in technology across the Group. This includes the ongoing adoption of AI tools, which we view as an opportunity to enhance the quality and insight of what we do for clients, and the productivity of our people - a complement to the expertise and judgement on which our reputation is built.
Progressive dividend
In line with the policy set out at IPO, the Board is proposing a final dividend of 2.2p per share, bringing the total dividend for the year to 5.2p per share, following the payment of quarterly interim dividends.
A clear runway ahead
As one of the few publicly quoted professional services firms in the UK, MHA occupies a distinctive position in its market. The drivers of our growth, including increasing compliance and regulatory requirements, growing client demand for multi-service and often cross-border advisers and the opportunities created by the shifting focus of the Big Four, give the Board real confidence in the Group's prospects.
Our consistency of performance also demonstrates the resilience of our model and the strength of the organisation we have built, while the continued investment we are making in our people, systems and operational infrastructure will support further growth in scale, quality and resilience in the years ahead.
On behalf of the Board, I would like to thank our employees, partners, clients, shareholders, advisers and the senior management team for their continued support, commitment and contribution throughout the year. These collective efforts have been instrumental in the Group's continued progress and success.
Geoff Barnes
Chairman
Chief Executive Officer's Statement
A strong first year as a public company
The year ended 31 March 2026 was an important period of progress for MHA, as we completed our first full financial year as an AIM-quoted business and continued to build the Group for long-term growth.
Since Admission, our focus has been clear: to deliver against the plan set out at IPO, maintain the partner-led culture that underpins the business and strengthen the platform from which MHA can continue to grow. I am pleased with the progress made across the Group, both in terms of financial performance and the broader development of the organisation.
Our model is deliberately different from the more common private equity-backed route in the professional services sector. It preserves the ownership mindset and accountability of our working partner group, aligns partners with shareholders and gives us the flexibility to invest for the long term. That balance of entrepreneurial drive, public market discipline and access to growth capital is central to how we intend to build MHA.
The year has demonstrated the strength of that model. We have continued to grow the business, broaden our capabilities, strengthen our international platform and invest in the people, systems and technology needed to support the next stage of development.
The sections that follow set out that progress in more detail, but the central message is clear: MHA has made a strong start to life as a public company and is well placed to continue building scale, quality and resilience in the years ahead.
Strong financial performance
This has been a year of substantial financial progress, demonstrating the value of our operating platform. Group revenue rose by 12% to £251.3m (FY25: £224.1m), reflecting organic growth of 6.4% alongside a 5.8% contribution from acquisitions.
Adjusted EBITDA increased by 13% to £46.5m (FY25: £41.2m), with the adjusted EBITDA margin improving to 18.5% (FY25: 18.4%). The Group remained highly cash generative, with adjusted cash conversion of 115% and net cash of £25.4m at 31 March 2026 (FY25: £17.7m).
Growth across sectors and services
One of the defining characteristics of MHA is the breadth and diversity of our client base. During FY26, we delivered growth across all four service lines, supported by rising regulatory complexity and growing client demand for integrated, multi-service advice.
Audit & Assurance remained our largest service line, at 50% of Group revenue, with Tax, Advisory and Wealth all delivering strong growth, reflecting rising demand for specialist expertise across disciplines.
Our sector-led approach continues to differentiate MHA in the market, with Financial Services, Professional Services and Manufacturing & Engineering among the strongest performers, each delivering double-digit fee growth. We also recorded a significant increase in our public company client base, from both organic growth and the BTSEE acquisition, with fees from clients quoted on capital markets up 16% over the year. With recurring revenue of approximately 87% of the total and a growing pipeline of new business, we believe MHA is well positioned to continue delivering growth.
Executing a disciplined M&A strategy
Since Admission we have completed two acquisitions, materially extending the Group's international footprint in South-East Europe and in the Middle East. In August 2025 we acquired BTSEE, with operations in Cyprus, Greece, Romania, Bulgaria and Moldova, and in April 2026 we acquired MS UAE. We expect both acquisitions to be earnings enhancing within the first 12 months.
Our pipeline of opportunities remains active, both in the UK and overseas, and we will continue to pursue acquisitions selectively - focused on quality, geographic coverage and deeper sector expertise - where they fit our culture and enhance long-term value for shareholders.
Advancing our technology, AI, data and analytics capabilities
Investing in our systems and people was one of the priorities we set out at IPO, and we have made good progress against it during the year. AI and data are increasingly embedded across the Group, supporting the depth, quality and insight of the work we do for our clients - allowing our teams to work across larger and more complex datasets, surface insights earlier, and bring sharper, more consistent analysis to the advice we give.
As more of the groundwork is done faster, our specialists can spend more of their time on the higher-value advisory work where their expertise makes the greatest difference. We are investing in these capabilities with measured ambition and building them into the way we operate and develop our people, so their benefits are realised consistently across the firm and strengthen how we serve clients over the long term. We deploy these tools with appropriate rigour over the quality and accuracy of the information they produce, reflecting the standards our clients expect of us. AI remains a significant opportunity for a firm of our scale and breadth. We will continue to invest as the technology evolves, confident that it will strengthen the quality of our work, the experience of our clients and the capabilities of our people in the years ahead.
A culture built around excellence and accountability
Following our expansion during the year, and the MS UAE acquisition shortly after the year end, MHA now employs more than 2,300 people across 32 offices, with 157 partners in the UK, Ireland, South-East Europe, the UAE and the Cayman Islands.
We have built a culture focused on providing exceptional client service, empowering our partners and people to set the highest standards and to take responsibility for the quality of what we deliver - making MHA not a collection of individuals but a firm with genuine strength, depth and international reach.
Recruiting and incentivising talented people is central to our model. Public company status allows us to offer share incentives as careers progress, and a career path that we believe is more attractive than a private equity-backed firm can offer. The establishment of an Employee Benefit Trust is one example of the inclusive approach we promote across the Group.
Market dynamics creating clear opportunities
Our core business operates in an expanding UK audit and accounting market, where regulatory reforms are creating opportunities for mid-tier firms and supporting fee growth. Our revenues are highly recurring and regulation-driven, with strong cash conversion and low capital expenditure, while our entrepreneurial, partner-led culture supports robust margins and a strong client service focus. As the representative of the Baker Tilly International network in the UK, Ireland and much of South-East Europe, we are able to provide clients with a truly integrated, cross-border offering across 147 territories.
The market trends highlighted at IPO remain firmly in our favour. In particular, the gradual opening of the audit market continues: non-Big Four firms increased their share of UK public interest entity audit engagements from 22% in 2020 to 40% in 2024, with the Big Four's share receding (Financial Reporting Council, December 2025). As a leading firm outside the Big Four, we are well placed to benefit.
We believe these dynamics are structural, not cyclical, and we see a clear runway for growth as we strengthen our market position through investment, talent and carefully targeted acquisitions.
Positive start to FY27
We enter FY27 with a broader platform, an attractive pipeline and a demand environment that remains supportive of high-quality professional advice.
The structural drivers of demand for MHA's services remain firm, and the Board sees a clear path for growth - supported by organic expansion across our four service lines, a healthy pipeline of acquisition opportunities both in the UK and overseas, and continued investment in technology, AI, talent and sector specialisation. The Board remains confident in the Group's prospects for the current financial year and in the delivery of our medium-term ambition of generating annual revenues in excess of £500 million.
Rakesh Shaunak
CEO
Chief Financial Officer's Review
Basis of preparation
The year ended 31 March 2026 is the Company's first statutory accounting reference period. The comparative figures for the year ended 31 March 2025 reflect the combined results of the Group's constituent companies, prepared on the same basis as the historical financial information in the Company's AIM Admission Document dated 10 April 2025. The Company's acquisition of the MHA entities prior to the IPO has been treated as a group reconstruction for accounting purposes, and the results of those corporate entities have been merger accounted.
FY25 reflects the pre-IPO partnership structure, under which partner remuneration was taken as an allocation of profit rather than charged as an expense; FY26 reflects the post-IPO plc structure, under which partner remuneration is treated as a charge to profit. As a result, statutory profit for the two years is not directly comparable, and adjusted EBITDA - which normalises partner remuneration in FY25 onto a consistent post-IPO basis - is the most meaningful measure of the Group's underlying performance.
Revenue
Group revenue grew by just over 12% in the year to £251.3m (FY25: £224.1m), comprising net organic growth of 6.4% and growth from acquisitions of 5.8%, as set out in the revenue bridge below.
Revenue bridge
|
FY25 |
£224.1m |
|
Completed Projects / lost clients |
-£14.8m |
|
Fee growth from existing clients |
£13.2m |
|
New clients / wins, billed this year |
£15.9m |
|
|
|
|
Acquisitions: |
|
|
Baker Tilly Ireland (Jul 24) |
£1.5m |
|
Baker Tilly South-East Europe (Aug 25)
|
£11.4m |
|
FY26 |
£251.3m |
The Group has continued its strong record of absorbing and integrating acquisitions, quickly aligning financial controls and disciplines and realising synergies and economies of scale - most recently BTSEE in August 2025 and MS UAE in April 2026, both of which are expected to be earnings enhancing within their first 12 months of trading in the Group.
Revenue by service line
MHA does not account separately by service line other than by revenue. The table below illustrates the stable mix of revenue across our principal service lines in FY26 and FY25.
|
Service Line |
FY26 (£m) |
% of Total |
FY25 (£m) |
% of Total |
Total growth |
|
Audit & Assurance |
124.5 |
50% |
113.9 |
51% |
9% |
|
Tax |
46.3 |
18% |
40.8 |
18% |
13% |
|
Advisory* |
70.8 |
28% |
61.3 |
27% |
15% |
|
Wealth |
9.7 |
4% |
8.1 |
4% |
20% |
*Accounting and Business Advisory Services
Fees by core sector
Our sector-focused go-to-market strategy has been a major driver of revenue growth over the past decade, reflecting the deep industry knowledge of our partners and staff. The relative fee performance of our core sectors is summarised below.
|
Core sectors |
FY26 billed (£m) |
% of Total |
Total growth |
Organic growth |
|
Financial Services |
£33.9 |
14% |
22% |
11% |
|
Real Estate & Construction |
£29.3 |
12% |
10% |
4% |
|
Retail, Consumer & Hospitality |
£28.0 |
11% |
7% |
3% |
|
Professional Services |
£23.7 |
10% |
23% |
12% |
|
Manufacturing & Engineering |
£23.7 |
10% |
16% |
11% |
|
Technology |
£19.1 |
8% |
12% |
5% |
|
Not For Profit |
£12.3 |
5% |
2% |
-1% |
|
Health Care |
£12.0 |
5% |
7% |
4% |
|
Automotive & Transport |
£11.6 |
5% |
11% |
5% |
|
Private Individuals |
£10.5 |
4% |
7% |
7% |
The exceptional fee growth performance in Financial Services and Professional Services reflects, in part, the weighting of BTSEE's financial and banking client base. The BTSEE acquisition also added new public company clients which, together with 15% organic growth in that base, contributed to a 16% increase in fees from clients quoted on capital markets during the year.
Profitability
The table below summarises reported and adjusted EBITDA for FY26 and FY25. As explained under Basis of preparation, statutory profit is not comparable across the two periods following the move to a plc structure on IPO; adjusted EBITDA is the measure that best reflects the Group's underlying trading.
|
|
FY26 £'000 |
FY25 £'000 |
|
|
Profit for the year |
28,091 |
83,072 |
|
|
Taxation |
8,236 |
2,800 |
|
|
Net finance costs |
958 |
482 |
|
|
PPE depreciation |
1,213 |
888 |
|
|
Intangibles amortisation |
1,519 |
1,062 |
|
|
Right of use asset amortisation |
3,643 |
3,411 |
|
|
Reported EBITDA |
43,660 |
91,715 |
|
|
Non-underlying items: |
|
- |
|
|
|
Deemed remuneration related to the acquisition of BTSEE |
2,135 |
|
|
|
Share-based payments |
318 |
- |
|
|
Bargain purchase adjustment |
(1,144) |
(6,843) |
|
|
IPO expenses |
1,034 |
- |
|
|
|
|
|
|
Acquisition-related transaction costs |
524 |
- |
|
|
Partners notional remuneration |
- |
(43,700) |
|
|
|
|
|
|
|
Adjusted EBITDA |
46,527 |
41,172 |
|
Adjusted EBITDA in FY26 of £46.5m relates to reported EBITDA adjusted to exclude non-underlying items relating to the credit arising from the bargain purchase acquisition of BTSEE, IPO costs expensed through the income statement, non-cash share-based payment charges, and amortisation of deemed remuneration relating to the acquisition of BTSEE, and acquisition-related transaction costs. Adjusted EBITDA of £41.2m in FY25 represents EBITDA after notional partner remuneration calculated on the post-IPO 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.
The adjusted EBITDA margin improved to 18.5% (FY25: 18.4%), with operating leverage and disciplined cost control more than offsetting the additional overheads of operating as an AIM-listed company for the first time. Client retention remained high, with recurring revenue representing approximately 87% of revenue (FY25: 87%).
Working capital control and cash conversion
The Group's business model is highly cash generative, and working capital is closely controlled at each stage of the cycle from invoicing to collection. Lock-up at 31 March 2026 was 76 days (FY25: 71 days), and net cash at that date was £25.4m (FY25: £17.7m). Over the year, the adjusted operating cash conversion rate - measured as operating cash flow before tax, adjusted for MHA Member LLP balances, divided by operating profit before non-underlying items - was 115% (FY25: 89%).
Dividends
A final dividend of 2.2 pence per share will be proposed at the forthcoming AGM on 21 August, bringing the total dividend for the year to 5.2 pence per share.
Subject to approval at the AGM, the final dividend of 2.2 pence per share will be paid to shareholders on 25 September 2026. The ex-dividend date is 27 August 2026 and the associated record date is 28 August 2026.
Steven Moore
CFO
Consolidated Statement of Comprehensive Income
|
|
|
|
|
Year ended |
|
Year ended |
|
|
|
|
|
31 March |
|
31 March |
|
|
|
|
|
2026 |
|
2025 |
|
Continuing operations |
|
Note |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
Revenue |
|
4 |
|
251,363 |
|
224,151 |
|
Client expenses and disbursements |
|
|
|
(11,065) |
|
(8,466) |
|
Net revenue |
|
|
|
240,298 |
|
215,685 |
|
|
|
|
|
|
|
|
|
Other operating income |
|
5 |
|
373 |
|
1,891 |
|
Administrative expenses |
|
8 |
|
(201,042) |
|
(138,151) |
|
Operating profit before non-underlying items |
|
|
|
39,629 |
|
79,425 |
|
|
|
|
|
|
|
|
|
Non-underlying items |
|
7 |
|
(2,344) |
|
6,843 |
|
Operating profit |
|
|
|
37,285 |
|
86,268 |
|
|
|
|
|
|
|
|
|
Finance income |
|
11 |
|
642 |
|
812 |
|
Finance expense |
|
12 |
|
(1,600) |
|
(1,294) |
|
Other gains |
|
13 |
|
- |
|
86 |
|
Profit before taxation |
|
|
|
36,327 |
|
85,872 |
|
|
|
|
|
|
|
|
|
Taxation |
|
14 |
|
(8,236) |
|
(2,800) |
|
Profit for the year |
|
|
|
28,091 |
|
83,072 |
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
Exchange difference on retranslation of foreign operations |
|
|
|
213 |
|
(58) |
|
Total comprehensive income |
|
|
|
28,304 |
|
83,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
Basic earnings per share (pence) |
|
15 |
|
11.1 |
|
n/a |
|
Diluted earnings per share (pence) |
|
15 |
|
11.1 |
|
n/a |
|
|
|
|
|
|
|
|
Consolidated Statement of Financial Position
|
|
|
As at |
|
As at |
|
|
|
31 March |
|
31 March |
|
|
|
2026 |
|
2025 |
|
|
Note |
£'000 |
|
£'000 |
|
Assets |
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade and other receivables |
17 |
87,052 |
|
72,949 |
|
Lease receivable |
24 |
368 |
|
355 |
|
Cash and cash equivalents |
18 |
28,531 |
|
18,768 |
|
Total current assets |
|
115,951 |
|
92,072 |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Property, plant & equipment |
19 |
5,465 |
|
4,846 |
|
Right-of-use assets |
24 |
17,247 |
|
17,314 |
|
Intangible assets |
20 |
26,772 |
|
21,548 |
|
Investments |
21 |
9 |
|
9 |
|
Lease receivable |
24 |
1,398 |
|
1,766 |
|
Deferred tax assets |
14, 26 |
590 |
|
38 |
|
Total non-current assets |
|
51,481 |
|
45,521 |
|
|
|
|
|
|
|
Total assets |
|
167,432 |
|
137,593 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
22 |
78,503 |
|
94,396 |
|
Borrowings |
23 |
2,074 |
|
66 |
|
Lease liabilities |
24 |
3,317 |
|
3,238 |
|
Provisions |
25 |
3,232 |
|
- |
|
Current tax liabilities |
14 |
2,504 |
|
2,382 |
|
Total current liabilities |
|
89.630 |
|
100,082 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Borrowings |
23 |
1,103 |
|
1,084 |
|
Lease liabilities |
24 |
16,433 |
|
16,439 |
|
Provisions |
25 |
4,201 |
|
5,257 |
|
Deferred consideration |
21 |
322 |
|
1,832 |
|
Deferred tax liabilities |
14, 26 |
944 |
|
- |
|
Total non-current liabilities |
|
23,003 |
|
24,612 |
|
|
|
|
|
|
|
Total liabilities |
|
112,633 |
|
124,694 |
|
|
|
|
|
|
|
Net assets |
|
54,799 |
|
12,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
27 |
2,849 |
|
50 |
|
Share premium |
28 |
89,736 |
|
- |
|
Merger relief reserve |
28 |
17,753 |
|
|
|
Share-based payment reserve |
28 |
(13,560) |
|
- |
|
Merger reserve |
28 |
(78,302) |
|
- |
|
EBT reserves |
28 |
(1,000) |
|
- |
|
Retained earnings |
28 |
37,323 |
|
12,849 |
|
Total shareholders' equity |
|
54,799 |
|
12,899 |
Consolidated Statement of Changes in Equity
|
|
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 |
|
- |
- |
- |
- |
- |
- |
8,814 |
8,814 |
|
Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
Profit for the year* |
|
- |
- |
- |
- |
- |
- |
9,307 |
9,307 |
|
Other movements |
|
- |
- |
- |
- |
- |
- |
|
|
|
Group reconstruction/ combination adjustments |
|
- |
- |
- |
- |
- |
- |
6,159 |
6,159 |
|
Allocation of pre-reorganisation profits to amounts due to members |
|
- |
- |
- |
- |
- |
- |
(3,174) |
(3,174) |
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
27 |
50 |
- |
- |
- |
- |
- |
- |
50 |
|
Dividends paid |
|
- |
- |
- |
- |
- |
- |
(3,980) |
(3,980) |
|
Acquisition of non-controlling interest |
|
- |
- |
- |
- |
- |
- |
(4,277) |
(4,277) |
|
Balance at 31 March 2025 |
|
50 |
- |
- |
- |
- |
- |
12,849 |
12,899 |
|
|
|
|
|
|
|
|
|
|
|
*The profit for the year included in the Consolidated Statement of Changes in Equity excludes amounts of £73,765k which were automatically allocated and due to the members of MacIntyre Hudson LLP and therefore allocated directly to members' accounts and classified as a liability at 31 March 2025.
Consolidated Statement of Changes in Equity (continued)
|
|
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 2025 |
|
50 |
- |
- |
- |
- |
- |
12,849 |
12,899 |
|
Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
- |
- |
- |
- |
- |
- |
28,091 |
28,091 |
|
Other comprehensive income |
|
- |
- |
- |
- |
- |
- |
213 |
213 |
|
Other movements |
|
- |
- |
- |
- |
- |
- |
(1,260) |
(1,260) |
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
27 |
2,690 |
97,032 |
- |
- |
- |
- |
- |
99,722 |
|
Issue costs |
|
- |
(7,296) |
- |
- |
- |
- |
|
(7,296) |
|
Group reorganization |
|
- |
- |
- |
(78,302) |
- |
- |
|
(78,302) |
|
Issue of shares on acquisition - BTSEE |
|
109 |
- |
(16,014) |
- |
17,753 |
- |
|
1,848 |
|
Formation & movement in EBT shares |
|
- |
- |
- |
- |
- |
(1,000) |
|
(1,000) |
|
Dividends paid |
|
- |
- |
- |
- |
- |
- |
(2,570) |
(2,570) |
|
Share-based payment expenses |
|
- |
- |
2,454 |
- |
- |
- |
|
2,454 |
|
Balance at 31 March 2026 |
|
2,849 |
89,736 |
(13,560) |
(78,302) |
17,753 |
(1,000) |
37,323 |
54,799 |
Prior to the group reorganisation on 11 April 2025, and incorporation of MHA plc on 21 February 2025, the Group consisted of a limited liability partnership, corporate group and trading subsidiaries. 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.
Consolidated Statement of Cash Flows
|
|
|
Year ended |
|
Year ended |
|
|
|
31 March |
|
31 March |
|
|
|
2026 |
|
2025 |
|
|
Note |
£'000 |
|
£'000 |
|
Cash flows from operating activities |
|
|
|
|
|
Profit before taxation from continuing activities |
|
36,327 |
|
85,872 |
|
Adjustments for non-cash/non-operating items: |
|
|
|
|
|
Depreciation of property, plant and equipment |
19 |
1,213 |
|
888 |
|
Amortisation of intangible assets |
20 |
1,519 |
|
1,130 |
|
Amortisation of right of use assets |
23 |
3,643 |
|
3,411 |
|
Loss on disposal of property, plant and equipment |
19 |
11 |
|
44 |
|
Gain on disposal of right of use assets |
24 |
(969) |
|
(86) |
|
Loss on remeasurement of lease liabilities |
24 |
849 |
|
- |
|
Gain on sale of investments |
|
- |
|
(1,225) |
|
Gain on bargain purchase |
16 |
(1,144) |
|
(6,843) |
|
Share based payment expense |
28 |
2,453 |
|
- |
|
Movement in provisions |
|
2,176 |
|
150 |
|
Finance income |
11 |
(642) |
|
(812) |
|
Finance expense |
12 |
1,600 |
|
1,294 |
|
Loss on foreign currency translation |
|
260 |
|
- |
|
|
|
47,296 |
|
83,823 |
|
Increase in contract assets |
|
(4,729) |
|
(690) |
|
Increase in trade and other receivables |
|
(1,939) |
|
(26,677) |
|
Increase in trade and other payables |
|
39,525 |
|
14,489 |
|
Increase in contract liabilities |
|
2,715 |
|
- |
|
Cash generated from operations |
|
82,868 |
|
70,945 |
|
Tax paid |
|
(10,164) |
|
(1,848) |
|
Net cash generated from operations |
|
72,704 |
|
69,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Acquisition of subsidiaries, net of cash acquired |
16 |
(2,974) |
|
9 |
|
Payments of deferred consideration |
|
(922) |
|
- |
|
Purchase of intangible assets |
|
(13) |
|
- |
|
Initial payments for right of use assets |
|
(52) |
|
- |
|
Purchase of property, plant and equipment |
19 |
(978) |
|
(2,028) |
|
Sale of capital points held |
|
|
|
4,484 |
|
Investments in associates |
|
|
|
(1,370) |
|
Disposal of investments |
|
|
|
93 |
|
Principal received from rental income |
24 |
354 |
|
340 |
|
Interest received from rental income |
24 |
80 |
|
94 |
|
Interest received |
|
562 |
|
718 |
|
Net cash (used in)/generated by investing activities |
|
(3,943) |
|
2,340 |
|
|
|
|
|
|
Consolidated Statement of Cash Flows (Consolidated)
|
|
|
As at |
|
As at |
|
|
|
31 March |
|
31 March |
|
|
|
2026 |
|
2025 |
|
Cash flows from financing activities |
Note |
£'000 |
|
£'000 |
|
Issue of share capital |
|
98,012 |
|
- |
|
Share issuance costs |
|
(7,296) |
|
- |
|
Loan note paid to partners |
|
(76,800) |
|
- |
|
Net movement into EBT |
|
1,136 |
|
- |
|
Payments to members |
|
(66,788) |
|
(70,138) |
|
Capital invested by members |
|
15,262 |
|
3,265 |
|
Capital withdrawn by members |
|
(699) |
|
- |
|
Capital repaid to members |
|
(14,548) |
|
- |
|
Purchase of non-controlling interests |
|
(193) |
|
(4,277) |
|
Equity dividends paid |
|
(2,570) |
|
(3,980) |
|
Share buyback |
|
- |
|
(93) |
|
Proceeds from borrowings |
22 |
2,384 |
|
1,505 |
|
Repayments of borrowings |
22 |
(2,083) |
|
(465) |
|
Interest paid on borrowings |
22 |
(44) |
|
(96) |
|
Principal paid on lease liability |
24 |
(3,225) |
|
(3,155) |
|
Interest paid on lease liability |
24 |
(1,034) |
|
(972) |
|
Other interest paid |
|
(523) |
|
(110) |
|
Net cash used in financing activities |
|
(59,009) |
|
(78,516) |
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
9,752 |
|
(7,079) |
|
Cash and cash equivalents at beginning of year |
|
18,768 |
|
25,956 |
|
Effect of foreign exchange rate changes |
|
11 |
|
(109) |
|
Cash and cash equivalents at end of year |
18 |
28,531 |
|
18,768 |
Notes to the Consolidated Financial Statements
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 consolidated financial statements consolidate those of the Company and its subsidiaries.
The principal activity of the Company and its subsidiaries, (together, the ''Group'') is the provision of professional services to clients.
2. Material accounting policy information
2.1 Basis of preparation
The Group consolidated financial statements for the year ended 31 March 2026 have been prepared in accordance with UK-adopted international accounting standards ("IFRS") in accordance with the requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost convention, as modified by the use of fair value for certain financial instruments measured at fair value. The financial statements are presented in thousands of pounds sterling ("£'000") except where otherwise indicated.
The material accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to both the Company and the Group where applicable. The policies have been consistently applied to all the periods presented, unless otherwise stated.
The Company was incorporated on 21 February 2025 and on 11 April 2025, the Company completed a reorganisation of the Group in preparation for its Admission to AIM. 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 Limited 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'.
Whilst a separate legal entity, the consolidated financial statements are presented as a continuation of the ''Pre-Reorganisation Group''. As there were no changes in the rights or proportion of control exercised as a result of the share for share exchange, the financial statements have been prepared a combination of entities under common control and falls outside 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, rather than from the restructuring date. As a result, the comparatives presented in these financial statements are the combined results of MacIntyre Hudson LLP (and its subsidiaries) and MacIntyre Hudson Holdings Limited (and its subsidiaries) ("Pre-Reorganisation Group") updated to reflect the share capital structure of the Company. The current period consolidated statement of financial position presents the legal change in ownership of the Group, including the share capital of the Company. The opening consolidated statement of changes in equity as at 1 April 2024 has also been updated to include the share capital structure of the Company as if it existed at this date.
The investment by the Company in its subsidiaries is eliminated and the difference between the fair value and nominal value of the shares was adjusted through the merger reserve in the Group statement of financial position.
2.2 Going concern
The financial statements have been prepared on a going concern basis.
The Group continues to be a resilient, well-diversified business, which spans numerous service offerings, client industry segments and geographic locations, with a broad and diverse range of clients and suppliers. The Group has access to financial resources, including retained profits and borrowing facilities. These factors, coupled with a comprehensive risk assessment and mitigation framework overseen by the Company Board, the Group is well positioned to manage the financial impact on the businesses.
At 31 March 2026, the Group's net assets totalled £54.8m. The Group held cash and cash equivalents and term deposits of £28.5m and had an undrawn overdraft facility level of £5m.
In evaluating the Group's ability to continue as a going concern, the Company's PLC Board has taken into account the economic environment of the markets in which the Group operates, including considering the prevailing macroeconomic conditions. The PLC Board has also considered the potential impact of a loss of significant clients and the risks and opportunities arising from new and emerging technologies. The PLC Board's assessment includes forecasting two sensitivity scenarios up to 30 September 2027.
Planning scenarios considered
|
Scenario |
Extracted description |
|
Central scenario |
Economic activity and demand for the Group's services will continue during the 2027 financial year, leading to a steady increase in revenue and for this to be sustained into the 2028 financial year. |
|
Severe downside scenario |
Anticipates a10% decline in demand for the Group's services during the 2027 & 2028 financial year, potentially from macroeconomic factors, regulatory requirements, reputational issues or other market-related developments. No level of cost mitigation measures has been assumed. |
The financial modelling indicates that the ability to continue as a going concern remains across both scenarios. In the downside scenario, the Group remains cash positive and does not need to utilise any overdraft facilities.
If the trading environment were to deteriorate even more significantly than in the downside scenario,
the Company PLC Board could implement further measures to sustain cash flow. These measures could include postponing or reducing expenditures such as profit distributions, staff bonuses and investments.
The Company PLC Board has, at the time of approving the financial statements, a reasonable expectation that the Group will be able to continue in operational existence for a period of at least 12 months. The financial statements have therefore been prepared on a going concern basis using the historical cost convention, except as otherwise described in the accounting policies and the detailed notes.
2.3 New standards, amendments, and interpretations
IFRSs applicable to the Financial Statements of the Group have been applied for the year ended 31 March 2026 and for the comparative year.
Standards, amendments and interpretations issued:
The following standards are issued. The Group intends to adopt these standards, if applicable and they become effective.
Standard Effective date
Amendments IFRS 9 and IFRS 7 regarding the classification and
measurement of financial instruments; 1 January 2026
Annual improvements to IFRS Accounting Standards, amendments to
IFRS 7, IFRS 9, IFRS 10, and IAS 7; 1 January 2026
IFRS 18 - Presentation and Disclosure in Financial Statements; and 1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures. 1 January 2027
The Directors do not expect that the adoption of these standards will have a material impact on the financial statements of the Group or Company in future periods.
2.4 Basis of consolidation
The Consolidated Financial Statements present the results of the Company and its subsidiaries ("the Group").
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 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 financial information incorporates 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. In certain acquisitions, arrangements may provide for additional payments to selling shareholders that are contingent upon the continued employment or ongoing service of those individuals following the acquisition. Where such arrangements are determined, in accordance with IFRS 3, to represent compensation for post-combination services rather than consideration transferred for the acquired business, the amounts are excluded from the purchase consideration and are recognised as employee remuneration expense over the period in which the services are rendered. Such amounts are recognised within non-underlying items in the consolidated statement of comprehensive income where they relate directly to acquisition-related remuneration arrangements and are disclosed separately to aid comparability of the Group's underlying trading performance. Contingent consideration that forms part of the consideration transferred is recognised at fair value at the acquisition date. Subsequent changes in the fair value of contingent consideration classified as a financial liability are recognised in profit or loss in accordance with IFRS 9 Financial Instruments, unless the adjustment relates to measurement period adjustments permitted under IFRS 3. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained.
2.5 Adjusted performance measures
Management believes that adjusted performance measures provide meaningful information to the users of the accounts on the operating performance of the business and are the performance measures used by the board.
The Group therefore presents Adjusted EBITDA and adjusted earnings per share.
Adjusted EBITDA represents profit before taxation, finance costs, depreciation and amortisation, adjusted to exclude items that management considers not reflective of the Group's underlying trading performance, and acquisition-related transaction costs. The non-underlying adjustments comprise gains arising on bargain purchase acquisitions, amortisation of deemed remuneration relating to the acquisition of BTSEE, IPO-related costs, and share-based payment expenses. Adjusted EBITDA is used by management to assess the underlying operating performance of the Group and is not a measure defined under UK-adopted International Accounting Standards.
These terms are not defined terms under UK-adopted International Accounting Standards and therefore may not be comparable with similarly titled profit measures reported by other companies. They are not intended to be a substitute for, or superior to, GAAP measures.
2.6 Foreign currencies
The functional currency for each entity in the Group is the currency of the primary economic environment in which the entity operates. The financial statements are presented in Pounds Sterling, which is the Group's presentational currency.
Transactions in currencies other than the functional currency of each entity are recorded at the exchange rate on the date the transaction occurred. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are recognised in profit or loss.
For the purposes of preparing the financial statements, the assets and liabilities of the Group are expressed in Pounds Sterling using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are classified as other comprehensive income and are transferred to the Group's translation reserve.
2.7 Revenue recognition
IFRS 15 "Revenue from Contracts with Customers" is a principle-based model of recognising revenue from contracts with customers. It has a five-step model that requires revenue to be recognised when control over goods and services are transferred to the customer.
Revenue is measured as the fair value of consideration received or receivable for satisfying performance obligations in the contract. There is one single performance obligation being the provision of professional services in relation to a particular matter and the transaction price is therefore allocated to this single performance obligation. Variable consideration is included in revenue only to the extent that it is highly probable that a significant reversal will not be required when the uncertainty associated with the variable consideration is subsequently resolved.
This occurs as follows for the Group's contract types:
· Time and materials contracts are recognised over time in the accounting period when services are rendered as the Group has an enforceable right to payment for work performed to date under its client terms of engagement.
· Fixed-fee contracts are recognised over time, based on the actual service provided to the end of the reporting period relative to total services to be provided, generally assessed by reference to actual inputs of time and expenses as a proportion of the total expected inputs, where the Group has an enforceable right to payment for performance completed to date under its client terms of engagement and there is an inability to redirect the related contract asset for another purpose.
· Contingent fee contracts, over and above an agreed minimum fee, are recognised at the point in time that the contingent event occurs, and the Group has become entitled to the revenue.
· Commissions and fees are earned for facilitating client transactions. Commissions and fees are recognised at a point in time the associated service has been completed which is generally the trade date of the transaction.
Revenue from contracts for the provision of professional services is recognised by reference to stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot
be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in the Statement of Comprehensive Income in the period in which the circumstances that give rise to the revision become known by management.
Revenue includes appropriate amounts in respect of unbilled revenue to the extent that the outcome of these contracts can be assessed with reasonable certainty, which is included in contract assets. Contract assets are reclassified as trade receivables when billed and the consideration has become unconditional because only the passage of time is required before payment is due. A contract liability is defined by an obligation to transfer goods or services to a customer for which receipt of consideration has already occurred. Revenue is recognised as services are provided to customers over time, reflecting the transfer of control of those services. Payment is typically due within 30 days of invoicing and therefore the timing of revenue recognition may differ from the timing of customer payments, resulting in the recognition of contract assets or contract liabilities where appropriate.
The Group does not adjust the transaction price for the time value of money as it does not expect to have any contracts where the period between the transfer of the promised services to the client and the payment by the client exceeds one year.
2.8 Other operating income
Other operating income represents all other income received by the Group. This primarily relates to commissions which are recognised when earned.
2.9 Employee benefits
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the comprehensive income statement when they fall due.
The Group operates an equity-settled share option scheme under which selected employees may be granted options over ordinary shares in the Company. The options are satisfied using shares held by the Group's Employee Benefit Trust ("EBT"). The awards vest subject to continued employment and any applicable performance conditions as determined by the Remuneration Committee at the date of grant.
The share-based payment charges are recognised as an expense in the comprehensive income statement.
Transactions involving shares held by the EBT are accounted for as treasury share transactions and are reflected within the EBT reserve in equity.
2.10 Finance income
Finance income comprises of interest receivable on bank balances and leases and which are recognised in the period in which they are earned.
2.11 Finance Costs
Finance costs comprise of interest payable on leases and other financial liabilities which are expensed in the period in which they are incurred.
2.12 Taxation
Current tax
Current tax payable is based on the taxable profit for the year calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases and is accounted for using the balance sheet liability method.
On a business combination, identifiable assets acquired and liabilities assumed are recognised at their fair values at the acquisition date. Where this gives rise to temporary differences between those fair values and the related tax bases, deferred tax assets or liabilities are recognised in accordance with IAS 12. Deferred tax balances arising on acquisition are included in determining the amount of goodwill or bargain purchase gain recognised. Deferred tax is measured using tax rates and laws
enacted or substantively enacted at the reporting date that are expected to apply when the temporary differences reverse. Deferred tax is not recognised in respect of the initial recognition of goodwill.
Deferred tax is calculated at the tax rates that have been enacted or substantively enacted and are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited to the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Judgement is applied in making assumptions about future taxable income, recognition of deferred tax assets, as well as the anticipated timing of the utilisation of the losses of the Group.
2.13 Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the following methods over their estimated useful lives and is generally recognised in profit or loss.
Depreciation is provided on the following basis:
- Leasehold improvements Underlying lease up to maximum of 10 years
- Fixtures, fittings and equipment 3 to 5 years straight-line
- Motor vehicles 20% reducing balance
Assets under construction are not depreciated until they are ready and available for use.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
At each reporting period end date, management reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any.
2.14 Intangible assets
Goodwill
Goodwill represents the excess of consideration transferred and non-controlling interest acquired over the fair value of identifiable net assets acquired in a business combination. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised, but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might
be impaired and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or Groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes, being the operating segments (Note 6).
Other intangible assets
Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset under IAS 38 Intangible Assets. Such assets are only recognised if either:
· They are capable of being separated or divided from the group and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, identifiable asset or liability, regardless of whether the group intends to do so; or
· They arise from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations.
The cost of such intangible assets is the fair value at the acquisition date. All intangible assets acquired through business combinations are amortised over their estimated useful lives. The significant intangibles recognised by the Group acquired in business combinations are customer relationships which have been valued using the multiple period excess earnings method.
Intangible assets comprise customer relationships and software. Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following basis:
- Customer relationships 10 years
- Software 3 years
The estimated useful lives are based upon management's best estimate of the expected life of the asset. Useful lives are reconsidered if circumstances relating to the asset change or if there is an indication that the initial estimate requires revision.
2.15 Investments
Investments in associates are recognised at cost less any impairment.
2.16 Impairment of non-financial assets
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset or cash generating unit ("CGU") to which the asset has been allocated is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
2.17 Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: an identified physically distinct asset can be identified; and the Group has the right to obtain substantially all of the economic benefits from the asset throughout the period of use and has the ability to direct the use of the asset over the lease term being able to restrict the usage of third parties as applicable.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
- leases of low value assets; and
- leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the incremental borrowing rate on commencement of the lease is used. The incremental borrowing rate is an appropriate measurement because it provides a practical, reliable, and company specific estimate of the lease liability's present value. It ensures compliance with IFRS 16 while allowing lessees to apply a consistent approach across various lease agreements.
On initial recognition, the carrying value of the lease liability also includes:
- amounts expected to be payable under any residual value guarantee; and
- any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of the termination option being exercised.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
- lease payments made at or before commencement of the lease;
- initial direct costs incurred; and
- the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset.
Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement, in line with IFRS 16. An equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
The Group as a lessor
As a lessor the Group classifies its leases as either operating or finance leases.
The Group assesses whether it transfers substantially all the risks and rewards of ownership. Those assets that transfer substantially all the risks and rewards are classified as finance leases. All of the Group's leases are classified as finance leases.
Amounts due from lessees under finance leases are recorded as receivables at the amount of the Group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group's net investment in the lease.
2.18 Cash and cash equivalents
Cash and cash equivalents are financial assets and include cash at bank and in hand and short term highly liquid deposits which are subject to an insignificant risk of changes in value.
2.19 Financial assets
Financial assets comprise trade and other receivables and cash and cash equivalents and are all held at amortised cost.
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables) but also incorporate other types of financial assets where the objective is to hold their assets in order to collect contractual cash flows and the contractual cash flows are solely payments of the principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Impairment provisions for trade and other receivables are recognised based on the simplified approach within IFRS 9 using the lifetime expected credit losses ("ECL") method. During this process the probability of the non-payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime ECL for the receivables. For trade and other receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within administrative expenses in the statement of comprehensive income. On confirmation that the trade or other receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
2.20 Financial liabilities
All financial liabilities are recognised in the statement of financial position when the Group becomes a party to the contractual provision of the instrument.
Financial liabilities measured at amortised cost
The Group's financial liabilities measured at amortised cost comprise trade payables and other payables, lease liabilities and bank and other borrowings.
These financial liabilities are initially measured at fair value net of any transaction costs directly attributable to the issue of the instrument and are subsequently measured at amortised cost using the effective interest rate method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability to the amortised cost of a financial liability.
2.21 Provisions
A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.
Where material, provisions are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost in the period in which it arises.
2.22 Share based payments
Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of all options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of share options are modified before they vest, the Group recognises, as a minimum, the grant date fair value of the equity instruments over the original vesting period unless the award does not ultimately vest due to a failure to satisfy a vesting condition. Any incremental fair value arising from the modification, being the excess of the fair value of the modified award over the fair value of the original award immediately before the modification, is recognised over the remaining vesting period.
Where an equity-settled award is cancelled or settled during the vesting period other than as a result of a failure to satisfy a vesting condition, the Group accounts for the cancellation as an acceleration of vesting and recognises immediately the amount that would otherwise have been recognised over the remainder of the vesting period.
Where an award lapses because a vesting condition is not satisfied, any cumulative expense previously recognised in respect of that award is reversed through the income statement and no further charge is recognised.
2.23 Dividends
Dividends are recognised when they become legally payable. Interim dividends are recognised in the financial statements when they are paid. Final dividends which are recommended for shareholder approval after the year-end balance sheet date, are disclosed as a post year-end event.
3 Critical accounting estimates and judgements
In the application of the accounting policies, which are described in Note 2, the Board are required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. The estimates and associated assumptions are based on historical experience, expectations of future events and other factors that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the revision is made.
Key accounting estimates and judgements
Goodwill Impairment
The Group records all assets and liabilities acquired in business combinations at fair value. Goodwill is not amortised but is subject, at a minimum, to annual tests for impairment. The subsequent impairment reviews require management to make subjective judgements concerning the value in use of CGUs. This requires an estimate of the future cash flows expected to arise from the CGU and a suitable discount rate to calculate present value. Details of the assumptions made are provided in Note 20.
Contract assets
Contract assets represent accrued income on services performed but not yet billed to clients. The measurement of contract assets requires management to exercise judgement in assessing the stage of completion of engagements, the value of services provided at the reporting date and the amount expected to be recoverable from clients. These estimates are based on the terms of client engagements, historical experience and management's assessment of the likelihood of collection. Changes in assumptions regarding completion, recoverability or client acceptance may result in adjustments to the carrying amount of contract assets in future reporting periods.
Valuation of intangible assets in a business combination
The fair value identifiable intangible assets acquired through business combinations is determined by discounting estimated future net cash flows generated by the asset where no active market for the asset exists. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets, with a resultant impact on the goodwill or gain on acquisition recognised. Details in relation to current year acquisitions are in Note 16.
Note 2.2 outlines the key judgements relating to the going concern assumption and whether any adjustment to the measurement and presentation of assets and liabilities was required.
Consolidation of MHA Audit Services LLP
The Company is a designated member of MHA Audit Services LLP and is entitled to an automatic allocation of 100% of the profits generated by the LLP. The Management Board of the LLP has the power to direct the relevant activities of the LLP that most significantly affect its profits.
In accordance with the provisions of the LLP agreement, the LLP's Management Board is composed of individuals selected by the Company from a pool of candidates who are elected by audit-qualified individuals who have an interest in the LLP. No director, officer, executive or board member of the Company can be a member of the Management Board of the LLP at any time.
Having considered the purpose and design of the LLP, including the rights arising from the LLP agreement, the Board has concluded that the Company has de facto control of the LLP's Management Board by virtue of its power to appoint or remove its members. These rights give the Company the current ability to direct the relevant activities that most significantly affect the LLP's returns.
The Company is also exposed, and has rights, to variable returns from its involvement with the LLP through its entitlement to 100% of the LLP's profits, which vary with the performance of the LLP. The Board has further concluded that the Company has the ability to use its power over the LLP, through its rights relating to the LLP's Management Board, to affect the amount of the Company's returns.
Accordingly, the Board has concluded that the Company controls MHA Audit Services LLP for the purposes of IFRS 10 'Consolidated Financial Statements'. MHA Audit Services LLP therefore meets the definition of a subsidiary and has been consolidated in the Group financial statements.
Provisions
Provisions and claims require management to exercise judgement in determining whether a present legal or constructive obligation exists and whether an outflow of economic resources is probable. Significant estimation is involved in assessing the expected timing and amount of settlement, taking into account the specific facts and circumstances of each matter, historical experience and, where appropriate, advice received from legal and other professional advisers. Due to the inherent uncertainty associated with such matters, actual outcomes may differ from the amounts recognised, which could result in material adjustments in future periods. Based on IAS 37, provisions are recognised when a present obligation exists and are measured using the best estimate of the expenditure required to settle that obligation.
4 Revenue from customers
The Group generates revenue primarily from professional services provided to clients. There are no customers that make up more than 10% of revenue in the year ended 31 March 2026 (2025: Nil).
Geographical
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
United Kingdom |
224,869 |
|
212,455 |
|
Ireland |
8,150 |
|
6,202 |
|
Cayman Islands |
5,495 |
|
5,494 |
|
Mainland Europe |
12,850 |
|
- |
|
|
251,363 |
|
224,151 |
The Group derived revenue from the provision of professional services across the following lines of service:
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Audit & Assurance |
124,483 |
|
113,889 |
|
Tax |
46,283 |
|
40,805 |
|
Advisory |
70,878 |
|
61,384 |
|
Wealth |
9,719 |
|
8,073 |
|
|
251,363 |
|
224,151 |
5 Other operating income
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Other income |
373 |
|
1,891 |
|
|
|
|
|
Other income includes commissions and compensation payments received.
6 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 4.
7 Non-underlying items
The Group had a net loss of £2,344k from non-underlying items during the year to 31 March 2026 (31 March 2025: £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:
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
|
|
|
|
|
Share based payment expense |
318 |
|
- |
|
Amortisation of deemed remuneration relating to acquisitions |
2,135 |
|
- |
|
Gain on bargain purchase |
(1,144) |
|
(6,843) |
|
Cost of listing on AIM |
1,035 |
|
- |
|
|
2,344 |
|
(6,843) |
8 Expenses by nature
Operating profit is stated after charging:
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Depreciation of property, plant and equipment |
1,213 |
|
888 |
|
Amortisation of intangible assets |
1,519 |
|
1,062 |
|
Short term and low value lease expense |
670 |
|
412 |
|
Depreciation of right of use assets |
3,643 |
|
3,411 |
|
Loss on disposal of property, plant and equipment |
11 |
|
74 |
|
Loss on disposal of right-of-use assets |
66 |
|
44 |
|
Acquisition-related transaction costs |
524 |
|
- |
|
Expected credit losses |
505 |
|
756 |
|
Exchange losses |
332 |
|
132 |
9 Auditor remuneration
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Fee payable for the audit of the Group and Company's financial statements |
80 |
|
- |
|
Audit of the financial statements of the Company's subsidiaries by the Group auditor |
265 |
|
285 |
|
Fees payable to Group's auditors and its associates for other services: |
140 |
|
460 |
|
|
485 |
|
764 |
Non audit services with a total fee of £140k were provided by the Group's auditors to MHA during the year, relating to advisory work undertaken in connection with the initial public offering of the Company (2025: £460k).
10 Employee benefit expenses
Employee benefit expenses (including directors) comprise:
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Wages and salaries and partner compensation charged as an expense |
128,086 |
|
75,951 |
|
Social security costs |
9,366 |
|
7,246 |
|
Other pension costs |
8,051 |
|
6,680 |
|
Other staff costs |
548 |
|
25 |
|
Share-based payments |
2,454 |
|
- |
|
|
148,505 |
|
89,902 |
|
|
|
|
|
Average number of people (including directors) employed:
|
|
|
|
|
|
Year ended 31 March 2026 |
|
Year ended 31 March 2025 |
|
Partners |
|
|
|
|
148 |
|
147 |
|
Employees |
|
|
|
|
2,175 |
|
1,671 |
|
Total |
|
|
|
|
2,323 |
|
1,818 |
|
|
|
|
|
|
|
|
|
|
Client service staff |
|
|
|
|
1,969 |
|
1,540 |
|
Practice support staff |
|
|
|
|
354 |
|
278 |
|
|
|
|
|
|
2,323 |
|
1,818 |
Directors' remuneration
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Wages and salaries |
233 |
|
n/a |
|
Partner compensation charged as an expense |
1,250 |
|
n/a |
|
Social security costs |
32 |
|
n/a |
|
Share-based payments |
260 |
|
n/a |
|
|
1,775 |
|
n/a |
|
|
|
|
|
During the comparative year ended 31 March 2025, the Group consisted of a partner-owned LLP, as such there was no directors' remuneration.
The remuneration of the highest paid Director who served during the year was £821k .
11 Finance income
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Interest on lease receivable |
80 |
|
94 |
|
Bank interest receivable |
562 |
|
718 |
|
|
642 |
|
812 |
12 Finance expense
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Interest on bank loans |
55 |
|
96 |
|
Interest on lease liabilities |
745 |
|
972 |
|
Interest on lease dilapidations |
294 |
|
116 |
|
Other interest |
506 |
|
110 |
|
|
1,600 |
|
1,294 |
13 Other (gains)/losses
|
|
|
Year ended 31 March 2026 |
|
Year ended 31 March 2025 |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Gain on disposal of lease |
|
- |
|
86 |
|
|
|
- |
|
86 |
14 Taxation
|
Analysis of charge in the year |
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
UK tax for the current year |
8,794 |
|
2,828 |
|
Adjustments in respect of previous periods |
5 |
|
- |
|
Total current tax |
8,799 |
|
2,828 |
|
Deferred tax |
|
|
|
|
Origination and reversal of timing differences |
(563) |
|
(28) |
|
Total deferred tax |
(563) |
|
(28) |
|
Tax expense per statement of comprehensive income |
8,236 |
|
2,800 |
Factors affecting tax charge for the year
The standard rate of corporation tax in the UK for the year ended 31 March 2026 was 25% (2025: 25%). The differences are explained below:
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Profit on ordinary activities before tax |
36,327 |
|
85,872 |
|
|
|
|
|
|
Tax using the UK effective tax rate of 25% (2025: 25%) |
9,082 |
|
21,468 |
|
Effects of: |
|
|
|
|
Different tax rates in overseas jurisdictions |
(641) |
|
- |
|
Adjustments for profits taxed outside Group |
(2,545) |
|
(18,387) |
|
Expenses not deductible for tax purposes |
3,022 |
|
(287) |
|
Adjustments in respect of prior periods |
5 |
|
- |
|
Origination and reversal of timing differences |
(563) |
|
(28) |
|
Capital allowances |
(127) |
|
- |
|
Utilisation of tax losses |
3 |
|
34 |
|
Total tax expense |
8,236 |
|
2,800 |
|
|
|
Year ended 31 March 2026 |
|
Year ended 31 March 2025 |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Corporation tax liability |
|
2,504 |
|
2,382 |
|
|
|
2,504 |
|
2,382 |
15 Earnings per share
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 year ended 31 March 2026 |
|
|
|
|
Profit used in calculating basic EPS (£'000) |
28,091 |
|
Weighted average shares in issue excluding EBT |
252,830,011 |
|
Basic EPS (pence) |
11.1 |
|
|
|
|
Dilutive potential ordinary shares under share option schemes |
1,064,554 |
|
Dilutive potential ordinary shares under share warrants |
227,514 |
|
Weighted diluted shares in issue |
254,122,079 |
|
Diluted EPS (pence) |
11.1 |
|
|
|
During the comparative year ended 31 March 2025, the Group consisted of a 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 and is not included within the weighted average shares in issue used in the calculation of the earning per share.
16 Business combinations
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 €5,875k (£5,081).
In addition, acquisition equity compensation of €21,456k (£18,556k) 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 fair value of assets acquired, and liabilities assumed at the acquisition date:
|
|
Fair value €'000 |
|
Fair value £'000 |
|
Assets |
|
|
|
|
Intangible asset - customer relationships |
7,709 |
|
6,667 |
|
Property, plant and equipment |
976 |
|
844 |
|
Right of use assets |
2,671 |
|
2,310 |
|
Deferred tax assets |
7 |
|
6 |
|
Cash |
2,436 |
|
2,107 |
|
Contract assets |
7,058 |
|
6,104 |
|
Trade and other receivables |
2,354 |
|
2,035 |
|
Liabilities |
|
|
|
|
Trade and other payables |
(3,167) |
|
(2,739) |
|
Contract liabilities |
(6,937) |
|
(5,997) |
|
Lease liabilities and provisions |
(2,552) |
|
(2,207) |
|
Borrowings |
(1,978) |
|
(1,711) |
|
Current tax liabilities |
(224) |
|
(194) |
|
Deferred tax liabilities |
(1,156) |
|
(1,000) |
|
Total fair value |
7,198 |
|
6,225 |
|
Consideration |
5,875 |
|
5,081 |
|
Gain on bargain purchase |
(1,323) |
|
(1,144) |
The fair values include recognition of intangible assets related to BTSEE customer relationships of £6,667, which will be amortised over 10 years on a straight-line basis. The gain on bargain purchase of £1,144k 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 £1,144k is disclosed within non-underlying items in the statement of comprehensive income.
|
Purchase consideration |
€'000 |
|
£'000 |
|
Cash |
5,400 |
|
4,670 |
|
Deferred consideration |
475 |
|
411 |
|
Total consideration |
5,875 |
|
5,081 |
The deferred consideration was fixed and was settled during the year.
The net cash sum expended on acquisition is as follows:
|
Analysis of cash flows on acquisition |
€'000 |
|
£'000 |
|
Cash paid for the acquisition |
(5,875) |
|
(5,081) |
|
Cash acquired at acquisition |
2,436 |
|
2,107 |
|
Net cash outflow on acquisition |
(3,439) |
|
(2,974) |
The acquired business contributed revenue of £12.8 million and profit before tax of £1.1 million to the Group for the period from the acquisition date to 31 March 2026. Had the acquisition occurred on 1 April 2025, management estimates that Group revenue would have been £257.7 million and profit before tax would have been £36.8m million.
17 Trade and other receivables
|
|
|
|
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Amounts falling due within one year: |
|
|
|
|
|
|
|
|
Trade receivables |
|
|
|
|
49,992 |
|
46,899 |
|
Contract assets |
|
|
|
|
25,940 |
|
14,594 |
|
Other receivables |
|
|
|
|
2,153 |
|
5,927 |
|
Prepayments |
|
|
|
|
7,775 |
|
5,523 |
|
Current tax assets |
|
|
|
|
1,192 |
|
6 |
|
|
|
|
|
|
87,052 |
|
72,949 |
Trade receivables are amounts due from customers for services performed in the ordinary course of business. Other receivables include amounts receivable from insurers in relation to professional indemnity claims. Information about the Group's exposure to credit and market risks, and impairment losses for trade receivables is included in Note 29.
18 Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
|
|
|
|
|
|
|
|
|
Cash at bank |
|
|
|
|
28,531 |
|
18,768 |
19 Property, plant and equipment
|
|
Leasehold improvements |
|
Fixtures, fittings & equipment |
|
Motor vehicles |
|
Assets under construction |
|
Total |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
1 April 2024 |
3,980 |
|
1,844 |
|
- |
|
8 |
|
5,832 |
|
Additions |
866 |
|
1,105 |
|
44 |
|
13 |
|
2,028 |
|
Additions - acquisitions |
1,105 |
|
23 |
|
52 |
|
- |
|
1,180 |
|
Transfers |
- |
|
8 |
|
- |
|
(8) |
|
- |
|
Disposals |
(313) |
|
(317) |
|
(46) |
|
- |
|
(676) |
|
At 31 March 2025 |
5,638 |
|
2,663 |
|
50 |
|
13 |
|
8,364 |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
1 April 2024 |
1,940 |
|
1,299 |
|
- |
|
- |
|
3,239 |
|
Additions - acquisitions |
- |
|
- |
|
23 |
|
- |
|
23 |
|
Charge for the year |
570 |
|
313 |
|
5 |
|
- |
|
888 |
|
Disposals |
(313) |
|
(299) |
|
(20) |
|
- |
|
(632) |
|
At 31 March 2025 |
2,197 |
|
1,313 |
|
8 |
|
- |
|
3,518 |
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
At 31 March 2025 |
3,441 |
|
1,350 |
|
42 |
|
13 |
|
4,846 |
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
1 April 2025 |
5,638 |
|
2,663 |
|
50 |
|
13 |
|
8,364 |
|
Retranslation of foreign balances |
35 |
|
20 |
|
3 |
|
- |
|
58 |
|
Additions |
12 |
|
32 |
|
9 |
|
926 |
|
979 |
|
Additions - acquisitions |
300 |
|
497 |
|
48 |
|
- |
|
845 |
|
Transfers |
638 |
|
190 |
|
- |
|
(828) |
|
- |
|
Disposals |
(256) |
|
(313) |
|
(5) |
|
- |
|
(574) |
|
At 31 March 2026 |
6,367 |
|
3,089 |
|
105 |
|
111 |
|
9,672 |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
1 April 2025 |
2,197 |
|
1,313 |
|
8 |
|
- |
|
3,518 |
|
Retranslation of foreign balances |
25 |
|
14 |
|
- |
|
- |
|
39 |
|
Charge for the year |
744 |
|
451 |
|
18 |
|
- |
|
1,213 |
|
Disposals |
(254) |
|
(306) |
|
(3) |
|
- |
|
(563) |
|
At 31 March 2026 |
2,712 |
|
1,472 |
|
23 |
|
- |
|
4,207 |
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
At 31 March 2026 |
3,655 |
|
1,617 |
|
82 |
|
111 |
|
5,465 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation charge is recognised in administrative expenses in the Statement of Comprehensive Income.
20 Intangible assets
|
|
Goodwill £'000 |
|
Customer relationships £'000 |
|
Software £'000 |
|
Total £'000 |
|
Cost |
|
|
|
|
|
|
|
|
At 1 April 2024 |
10,636 |
|
3,524 |
|
23 |
|
14,183 |
|
Additions - acquisitions |
1,267 |
|
7,295 |
|
- |
|
8,562 |
|
At 31 March 2025 |
11,903 |
|
10,819 |
|
23 |
|
22,745 |
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
At 1 April 2024 |
- |
|
118 |
|
17 |
|
135 |
|
Charge for the year |
- |
|
1,056 |
|
6 |
|
1,062 |
|
At 31 March 2025 |
- |
|
1,174 |
|
23 |
|
1,197 |
|
|
|
|
|
|
|
|
|
|
Net book amount |
|
|
|
|
|
|
|
|
At 31 March 2025 |
11,903 |
|
9,645 |
|
- |
|
21,548 |
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
At 1 April 2025 |
11,903 |
|
10,819 |
|
23 |
|
22,745 |
|
Retranslation |
48 |
|
16 |
|
- |
|
64 |
|
Additions |
- |
|
6,667 |
|
13 |
|
6,680 |
|
Disposals |
- |
|
- |
|
(23) |
|
(23) |
|
At 31 March 2026 |
11,951 |
|
17,502 |
|
13 |
|
29,466 |
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
At 1 April 2025 |
- |
|
1,174 |
|
23 |
|
1,197 |
|
Retranslation |
- |
|
1 |
|
|
|
1 |
|
Charge for the year |
- |
|
1,518 |
|
1 |
|
1,519 |
|
Disposals |
- |
|
- |
|
(23) |
|
(23) |
|
At 31 March 2026 |
- |
|
2,693 |
|
1 |
|
2,694 |
|
|
|
|
|
|
|
|
|
|
Net book amount |
|
|
|
|
|
|
|
|
At 31 March 2026 |
11,951 |
|
14,809 |
|
12 |
|
26,772 |
Amortisation charge on customer relationships and software is recognised in administrative expenses in the Statement of Comprehensive Income.
Goodwill
Goodwill was calculated as the fair value of initial consideration paid less the fair value of identifiable assets at the date of acquisition.
Goodwill impairment review
Goodwill is allocated to a single cash-generating unit ("CGU"), being the Professional Services CGU, for the purposes of impairment testing for the period presented. Where management is able to identify a separately identifiable CGU to which goodwill relates, the impairment assessment is performed at that lower level in order to reflect more accurately the expected future economic benefits arising from the underlying acquisition.
Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measurement at cost less accumulated impairment losses. Any impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently reversed.
Key assumptions used in value in use calculation
The key assumptions for the value in use calculation are those regarding:
· number of years of cash flows used and forecast growth rate;
· discount rate; and
· terminal growth rate.
No impairment is indicated for the CGU using the value in use calculation.
Number of years of cash flows used and forecast growth rate
The recoverable amount of the CGU is based on a board and management approved value in use calculation using specific cash flow projections over a five-year period and a terminal growth rate thereafter. The budget for the following financial year forms the basis for the cash flow projections for the CGU. The cashflow projections for the four years subsequent to the forecast year reflect a growth rate of 4% (2025: 2%).
Discount rate
The Group's pre-tax weighted average cost of capital has been used to calculate a discount rate of 12.76% (2025: 14.51%) for Professional Services. This reflects current market assessments of the time value of money for the period under review and the risks specific entities.
Terminal growth rate
An appropriate terminal growth rate is selected, based on the Directors expectations of growth beyond the five-year period. The terminal growth rate used is 2% (2025: 2%).
Sensitivity to changes in assumptions
With regard to the value in use assumptions, the directors believe that reasonably possible changes in any of the above key assumptions would not cause the carrying value of the unit to exceed its recoverable amount.
21. Investments
|
|
|
|
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
|
|
|
|
|
|
|
|
|
Investment in associates |
|
|
|
|
9 |
|
9 |
Investments in associates are recognised at cost less any impairment. The details of the associate entities are set out below. The details of the associates are listed below.
Subsidiary undertakings
Details of subsidiary entities are set out below. These undertakings are included in the consolidated financial statements and are 100% controlled directly or indirectly. Companies are listed under their registered office.
During the year, the Group completed the disposal of a Blackfriars Tax Solutions LLP. Given the immaterial nature of the subsidiary's net assets, results and cash flows relative to the Group, the disposal has not been separately disclosed in these financial statements. The transaction did not have a material impact on the Group's results for the year or net assets at the reporting date.
|
Subsidiary |
Country of incorporation |
Principal activity |
Class of share |
|
The Pinnacle, 150 Midsummer Boulevard, Milton Keynes, MK9 1LZ |
|||
|
MHA Advisory Ltd |
England & Wales |
Provision of professional services |
Ordinary |
|
MHA Audit Services LLP |
England & Wales |
Provision of professional services |
Ordinary |
|
MHA Audit LLP |
England & Wales |
Non trading |
Ordinary |
|
MHA Member LLP |
England & Wales |
Provision of professional services |
Capital |
|
MacIntyre Hudson Holdings Limited |
England & Wales |
Holding company |
Ordinary |
|
MHA Corporate Finance Limited (formerly MacIntyre Hudson Corporate Finance Limited) |
England & Wales |
Corporate finance |
Ordinary |
|
MHA Financial Solutions Limited |
England & Wales |
Asset financing |
Ordinary |
|
MacIntyre Hudson Limited |
England & Wales |
Provision of debt factoring services |
Ordinary |
|
MHA MacIntyre Hudson Consulting Limited |
England & Wales |
Non trading |
Ordinary |
|
MHA Tax Safe Limited |
England & Wales |
Provision of tax services |
Ordinary |
|
MHA Wealth Management Holdings Limited |
England & Wales |
Holding company |
Ordinary |
|
MHA Caves Investment Management Limited |
England & Wales |
Holding company |
Ordinary |
|
MHA Wealth Limited (formerly MHA Caves Wealth Limited) |
England & Wales |
Provision of financial services |
Ordinary |
|
MHA Trustees Corporation Limited |
England & Wales |
Provision of tax services |
Ordinary |
|
MacIntyre Nominees |
England & Wales |
Non trading |
Ordinary |
|
MHCA Limited |
England & Wales |
Non trading |
Ordinary |
|
MHA Service Limited |
England & Wales |
Non trading |
Ordinary |
|
Huallenac Trustee Company |
England & Wales |
Non trading |
N/A |
|
MacIntyre Hudson LLP |
England & Wales |
Non trading |
Capital |
|
Richard House, Winckley Square, Preston, PR1 3HP |
|||
|
Moore and Smalley LLP |
England & Wales |
Non trading |
Ordinary |
|
Moore & Smalley SE Plus Limited |
England & Wales |
Non trading |
Ordinary |
|
Moore & Smalley IT Services Limited |
England & Wales |
Provision of professional services |
Ordinary |
|
Moore & Smalley CA Limited |
England & Wales |
Non trading |
Ordinary |
|
Moore & Smalley Business Services Limited |
England & Wales |
Non trading |
Ordinary |
|
Cloud Solutions Holdings Limited |
England & Wales |
Holding company |
Ordinary |
|
Lincify Limited |
England & Wales |
Non trading |
Ordinary |
|
Subsidiary |
Country of incorporation |
Principal activity |
Class of share |
|
Gardenia Court,49 Market Street, Camana Bay, PO Box 1586,Grand Cayman, KY1-1110 |
|||
|
MHA MacIntyre Hudson Cayman Ltd |
Cayman Islands |
Provision of professional services |
Ordinary |
|
6 St. Colme Street, Edinburgh, EH3 6AD |
|||
|
Geoghegans Trustees Ltd |
Scotland |
Non trading |
Ordinary |
|
The Penthouse Floor, 5 Lapps Quay, Cork, Ireland |
|||
|
MacIntyre Hudson Ireland Limited |
Ireland |
Holding company |
Ordinary |
|
Baker Tilly Ireland GP Limited |
Ireland |
Holding company |
Ordinary |
|
Baker Tilly Ireland Limited Partnership |
Ireland |
Provision of professional services |
Ordinary |
|
Baker Tilly Ireland Audit Limited |
Ireland |
Provision of professional services |
Ordinary |
|
Baker Tilly Ireland Wealth Management DAC |
Ireland |
Provision of financial services |
Ordinary |
|
Corner C. Chatzopoulou & Griva Digheni 30 Street, Nicosia, Cyprus |
|||
|
Baker Tilly South East Europe Holdings Limited |
Cyprus |
Group of BTSEE Parent entity |
Class A and Class B Shares |
|
Baker Tilly Cyprus Limited |
Cyprus |
Parent company of the Cyprus entities |
Ordinary |
|
Baker Tilly Greece (Cyprus) Limited |
Cyprus |
Parent company of the Greek entities |
Ordinary |
|
Baker Tilly Bulgaria (Cyprus) Limited |
Cyprus |
Parent company of the Bulgarian entities |
Ordinary |
|
Baker Tilly Romania (Cyprus) Limited |
Cyprus |
Parent company of the Romanian entities |
Ordinary |
|
Baker Tilly Moldova (Cyprus) Limited |
Cyprus |
Parent company of the Moldovan entities |
Ordinary |
|
Baker Tilly South East Europe Limited |
Cyprus |
Provision of Professional services. Group Head office support |
Ordinary |
|
Baker Tilly Secretarial Services (Cyprus) Limited |
Cyprus |
Non trading |
Ordinary |
|
Baker Tilly Klitou and Partners (Limassol) Limited |
Cyprus |
Non trading |
Ordinary |
|
Baker Tilly Klitou and Partners Limited |
Cyprus |
Provision of Assurance, Accounting and Tax Services |
Class A and Class B Shares |
|
Baker Tilly BRI Limited |
Cyprus |
Provision of liquidation and restructuring Services |
Ordinary |
|
BTR Insolvency and Restructuring Services Ltd |
Cyprus |
Non trading |
Ordinary |
|
Prematale Management Limited |
Cyprus |
Provision of management Services |
Ordinary |
|
Baker Tilly Corporate Services Limited |
Cyprus |
Provision of Secretarial, Banking and Corporate Services |
Ordinary |
|
Baker Tilly Advisory Services Limited |
Cyprus |
Provision of Advisory Services |
Ordinary |
|
Patmou & Olympou Street, Amarousiou - Athens, 15123 |
|||
|
Baker Tilly Business Consulting Services AE |
Greece |
Provision of Advisory Services |
Ordinary |
|
Baker Tilly Accounting and Business Services AE |
Greece |
Provision of Accounting and Tax Services |
Ordinary |
|
Baker Tilly Orkotoi Elegktes Logistes AE |
Greece |
Provision of Assurance Services |
Ordinary |
|
5 Stara Planina Blvd./Str., 5th floor, Sofia, Bulgaria |
|||
|
Baker Tilly Klitou and Partners EOOD |
Bulgaria |
Provision of Assurance Services |
Ordinary |
|
Baker Tilly Services EOOD |
Bulgaria |
Non trading |
Ordinary |
|
Baker Tilly Klitou and Partners Business Services EOOD |
Bulgaria |
Provision of Accounting, Tax and Corporate Services |
Ordinary |
|
42 Pipera Street, Globalworth Plaza, 7th Fl., 2nd Sector, 020112, Bucharest, Romania |
|||
|
Baker Tilly Klitou and Partners SRL |
Romania |
Provision of Assurance Services |
Ordinary |
|
Baker Tilly Corporate Management Services SRL |
Romania |
Provision of Corporate Services |
Ordinary |
|
Baker Tilly Klitou Management Services SRL |
Romania |
Provision of Professional services. Romania Head office support |
Ordinary |
|
Baker Tilly Klitou and Partners Business Services SRL |
Romania |
Provision of Accounting and Tax Services |
Ordinary |
|
Subsidiary |
Country of incorporation |
Principal activity |
Class of share |
|
MD-2001, bd. Ștefan cel Mare și Sfânt, 65, of.715, mun. Chișinău, Republica Moldova |
|||
|
I.C.S Baker Tilly Klitou and Partners SRL |
Moldova |
Provision of Assurance Services |
Ordinary |
|
I.C.S Baker Tilly Klitou and Partners Business Services SRL |
Moldova |
Provision of Accounting and Tax Services |
Ordinary |
|
|
|
|
|
|
Associate |
Country of incorporation |
Principal activity |
Class of share |
|
MacIntyre Hudson Advisory Services LLP |
England & Wales |
Provision of training services |
Capital |
|
Baker Tilly Global Tax Solutions Limited |
Ireland |
Development of multinational client opportunities |
Ordinary |
|
|
|
|
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Amounts falling due within one year: |
|
|
|
|
|
|
|
|
Trade payables |
|
|
|
|
5,597 |
|
2,423 |
|
Other payables |
|
|
|
|
36,008 |
|
67,415 |
|
Social security and other taxes |
|
|
|
|
9,058 |
|
6,791 |
|
Accruals |
|
|
|
|
10,416 |
|
9,676 |
|
Contract liabilities |
|
|
|
|
15,246 |
|
6,470 |
|
Deferred consideration |
|
|
|
|
2,178 |
|
1,621 |
|
|
|
|
|
|
78,503 |
|
94,396 |
|
|
|
|
|
|
|
|
|
|
Amounts falling due after one year: |
|
|
|
|
|
|
|
|
Deferred consideration |
|
|
|
|
322 |
|
1,832 |
|
|
|
|
|
|
322 |
|
1,832 |
|
|
|
|
|
|
|
|
|
Deferred consideration relates to a number of acquisitions made in previous years. Deferred consideration in non-contingent and payable in cash.
The Group recognises revenue over time as professional services are provided to clients. Contract liabilities arise principally in respect of retainers, fixed-fee service contracts and other engagements where clients are invoiced in advance of the performance of the related services. The balance at the reporting date reflects the timing difference between customer billings and the satisfaction of the Group's performance obligations.
23 Borrowings
|
|
|
|
|
|
Year ended 31 March 2026 £'000 |
|
Year ended 31 March 2025 £'000 |
|
Current: |
|
|
|
|
|
|
|
|
Bank overdraft |
|
|
|
|
275 |
|
- |
|
Financing |
|
|
|
|
1,595 |
|
- |
|
Bank loans |
|
|
|
|
201 |
|
66 |
|
Other loans |
|
|
|
|
3 |
|
- |
|
|
|
|
|
|
2,074 |
|
66 |
|
|
|
|
|
|
|
|
|
|
Non-current: |
|
|
|
|
|
|
|
|
Bank loans |
|
|
|
|
1,094 |
|
1,084 |
|
Other loans |
|
|
|
|
9 |
|
- |
|
|
|
|
|
|
1,103 |
|
1,084 |
|
|
|
|
|
|
|
|
|
|
Total borrowings |
|
|
|
|
3,177 |
|
1,150 |
|
|
|
|
|
|
|
|
|
Bank loans are measured at amortised cost using the effective interest rate method. The interest rates as at the reporting date were as follows;
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March 2026 %
|
|
Year ended 31 March 2025 % |
|
Bank overdraft |
|
|
|
|
4.10 |
|
- |
|
Financing |
|
|
|
|
4.69 |
|
- |
|
Bank loans |
|
|
|
|
4.37 |
|
5.5 - 7.0 |
A maturity analysis of borrowings is included in note 29.
24 Leases
Extension, termination, and break options
The Group negotiates extension, termination, or break clauses in its leases. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. A lease includes all non-cancellable periods and periods covered by options to extend or terminate the lease if it is reasonably certain that these options will be exercised. On a case-by-case basis, the Group will consider whether the absence of a break clause would expose the Group to excessive risk. Typically, factors considered in deciding to negotiate a break clause include:
- the length of the lease term;
- the economic stability of the environment in which the property is located; and
- whether the location represents a new geographical area of operations for the Group.
As at 31 March 2026, materially all leases were reasonably certain to end on the exit date of the lease, with no extension or termination clauses being executed. As such there are no additional future cash outflows to which the Group is potentially exposed that are not reflected in the measurement of lease liabilities, as detailed in this note.
Incremental borrowing rate
The Group has adopted a rate with a range of 3.40% - 8.55% as its incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. This rate is used to reflect the risk premium over the borrowing cost of the Group measured by reference to the Group's facilities.
Right-of-use assets
|
|
Leasehold property |
|
Equipment |
|
Total |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
1 April 2024 |
20,852 |
|
794 |
|
21,646 |
|
Additions - acquisitions |
1,971 |
|
53 |
|
2,024 |
|
Additions |
3,485 |
|
123 |
|
3,608 |
|
Disposals |
(422) |
|
(83) |
|
(505) |
|
At 31 March 2025 |
25,886 |
|
887 |
|
26,773 |
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
1 April 2024 |
6,128 |
|
425 |
|
6,553 |
|
Charge for the year |
3,181 |
|
230 |
|
3,411 |
|
Disposals |
(422) |
|
(83) |
|
(505) |
|
At 31 March 2025 |
8,887 |
|
572 |
|
9,459 |
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
At 31 March 2025 |
16,999 |
|
315 |
|
17,314 |
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
1 April 2025 |
25,886 |
|
887 |
|
26,773 |
|
Additions - acquisition |
2,311 |
|
- |
|
2,311 |
|
Additions |
1,873 |
|
26 |
|
1,899 |
|
Adjustment to ROU asset |
(263) |
|
- |
|
(263) |
|
Retranslation |
26 |
|
- |
|
26 |
|
Disposals |
(2,731) |
|
(320) |
|
(3,051) |
|
At 31 March 2026 |
27,102 |
|
593 |
|
27,695 |
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
1 April 2025 |
8,887 |
|
572 |
|
9,459 |
|
Adjustment ROU asset |
(476) |
|
- |
|
(476) |
|
Charge for the year |
3,501 |
|
142 |
|
3,643 |
|
Retranslation |
5 |
|
|
|
5 |
|
Disposals |
(1,929) |
|
(254) |
|
(2,183) |
|
At 31 March 2026 |
9,988 |
|
460 |
|
10,448 |
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
At 31 March 2026 |
17,114 |
|
133 |
|
17,247 |
|
|
|
|
|
|
|
Lease liabilities
|
|
Leasehold property |
|
Equipment |
|
Total |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
1 April 2024 |
17,306 |
|
365 |
|
17,671 |
|
Additions - acquisitions |
1,736 |
|
50 |
|
1,786 |
|
Additions |
3,225 |
|
150 |
|
3,375 |
|
Interest expense |
948 |
|
24 |
|
972 |
|
Lease payments |
(3,879) |
|
(248) |
|
(4,127) |
|
At 31 March 2025 |
19,336 |
|
341 |
|
19,677 |
|
|
|
|
|
|
|
|
1 April 2025 |
19,336 |
|
341 |
|
19,677 |
|
Additions - acquisitions |
2,207 |
|
- |
|
2,207 |
|
Additions |
1,822 |
|
23 |
1,845 |
|
|
Interest expense |
1,019 |
|
15 |
|
1,034 |
|
Adjustment to Lease liability |
1,064 |
|
- |
|
1,064 |
|
Lease payments |
(4,099) |
|
(160) |
|
(4,259) |
|
Retranslation |
20 |
|
|
|
20 |
|
Disposals |
(1,776) |
|
(62) |
|
(1,838) |
|
At 31 March 2026 |
19,593 |
|
157 |
|
19,750 |
|
|
|
|
31 March 2026 |
|
31 March 2025 |
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
Current |
|
|
3,317 |
|
3,238 |
|
Non-current |
|
|
16,433 |
|
16,439 |
|
Total lease liabilities |
|
|
19,750 |
|
19,677 |
|
|
|
|
|
|
|
A maturity analysis of the Group's lease liabilities is included in Note 30.
The Group as a lessor
The Group sublets leased properties which are accounted for as finance leases.
Lease receivable
|
|
|
Leasehold property |
|
|
|
£'000 |
|
|
|
|
|
1 April 2024 |
|
2,461 |
|
Interest income |
|
94 |
|
Lease payments received |
|
(434) |
|
At 31 March 2025 |
|
2,121 |
|
|
|
|
|
1 April 2025 |
|
2,121 |
|
Interest income |
|
79 |
|
Lease payments received |
|
(434) |
|
At 31 March 2026 |
|
1,766 |
|
|
|
|
|
|
|
|
31 March 2026 |
|
31 March 2025 |
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
Current |
|
|
368 |
|
355 |
|
Non-current |
|
|
1,398 |
|
1,766 |
|
Total lease receivable |
|
|
1,766 |
|
2,121 |
Reconciliation of minimum lease payments and present value
|
|
|
|
31 March 2026 |
|
31 March 2025 |
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
Within 1 year |
|
|
434 |
|
434 |
|
Between 1 and 5 years |
|
|
1,505 |
|
1,735 |
|
After 5 years |
|
|
- |
|
204 |
|
Total including interest cash flows |
|
|
1,939 |
|
2,373 |
|
Less: interest cash flows |
|
|
(173) |
|
(252) |
|
Less: unguaranteed residual value |
|
|
- |
|
- |
|
Total principal cash flows |
|
|
1,766 |
|
2,121 |
25 Provisions
|
|
|
|
31 March 2026 |
|
31 March 2025 |
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
Lease liability dilapidations |
|
|
2,483 |
|
2,432 |
|
Claims & regulatory proceedings |
|
|
4,950 |
|
2,825 |
|
|
|
|
7,433 |
|
5,257 |
The professional liability claims represent the estimated cost of defending and concluding claims. Given the expected timing of settlement and the amounts involved, management has concluded that the impact of discounting is immaterial and therefore the provision has been measured on an undiscounted basis.
|
|
Lease dilapidation provisions |
|
Claims & regulatory proceedings |
|
Total |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
At 1 April 2024 |
1,777 |
|
2,475 |
|
4,252 |
|
Additions |
260 |
|
925 |
|
1,185 |
|
Additions - acquisition |
365 |
|
- |
|
365 |
|
Interest expense |
116 |
|
- |
|
116 |
|
Utilised |
(86) |
|
(575) |
|
(661) |
|
At 31 March 2025 |
2,432 |
|
2,825 |
|
5,257 |
|
|
|
|
|
|
|
|
At 1 April 2025 |
2,432 |
|
2,825 |
|
5,257 |
|
Additions |
51 |
|
2,850 |
|
2,901 |
|
Interest expense |
115 |
|
- |
|
115 |
|
Payments |
- |
|
- |
|
- |
|
Utilised |
(115) |
|
(725) |
(840) |
|
|
At 31 March 2026 |
2,483 |
|
4,950 |
|
7,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
482 |
|
2,750 |
|
3,232 |
|
Non Current |
2,001 |
|
2,200 |
|
4,201 |
|
|
2,483 |
|
4,950 |
|
7,433 |
|
|
|
|
|
|
|
Property
As lessee, the Group is required under certain property lease agreements to restore leased premises to the condition specified in the lease contract at the end of the lease term. Where such obligations exist, the Group recognises a dilapidations provision for the present value of the expected future costs required to settle those obligations. The provision is recognised in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
The initial estimate of the dilapidations obligation is included in the cost of the related right-of-use asset on commencement of the lease and is depreciated over the lease term in accordance with IFRS 16 Leases.
Subsequent changes in the estimated obligation arising from revisions to expected costs, inflation assumptions or lease terms are recognised as adjustments to the carrying value of the related right-of-use asset to the extent that the asset has not been fully depreciated. The unwinding of the discount on the provision is recognised within finance costs.
The provision is presented separately from lease liabilities in the consolidated statement of financial position and is expected to be utilised as the underlying property leases expire between 2026 and 2039. Estimating the provision requires management judgement regarding the expected scope of reinstatement works, future cost inflation and the timing of lease terminations. Accordingly, the provision is regarded as a significant accounting estimate. The Group determines the provision using historical experience of dilapidation settlements, adjusted where necessary for property-specific circumstances and current market conditions
Claims and regulatory proceedings
In common with comparable professional service practices, the Group is involved in a number of disputes in the ordinary course of business which may give rise to claims by clients or investigations commenced by regulatory bodies which may lead to regulatory proceedings. The Group defends such claims where appropriate and where costs are likely to be incurred in defending and concluding such matters and can be measured reliably, they are provided for in the financial statements. Amounts provided for are based on management's assessment of the specific circumstances in each case. The Group recognises expected reimbursements from professional indemnity insurance within other receivables on the statement of financial position when it is virtually certain that the reimbursement will be received. No separate disclosure is made of the detail of such claims or proceedings, or the costs recovered by insurance, as to do so could seriously prejudice the position of the Group.
26 Deferred tax
|
|
|
31 March 2026 £'000 |
|
31 March 2025 £'000 |
|
|
|
|
|
|
|
Deferred tax |
|
|
|
|
|
Opening balance |
|
38 |
|
5 |
|
Credited to income statement |
|
563 |
|
33 |
|
Deferred tax on business combinations |
|
(991) |
|
- |
|
Other movement |
|
36 |
|
- |
|
Net deferred tax (liability/asset) |
|
(354) |
|
38 |
|
|
|
|
|
|
|
Deferred tax asset |
|
590 |
|
48 |
|
Deferred tax liability |
|
(944) |
|
(10) |
|
|
|
(354) |
|
38 |
Deferred tax liabilities comprise accelerated capital allowances on property plant and equipment and deferred tax on customer relationships acquired on acquisition.
Deferred tax assets relate to temporary differences.
Deferred tax assets and liabilities are presented separately when there is no legally enforceable right to offset balances.
27 Share capital
|
|
|
31 March 2026 £'000 |
|
31 March 2025 £'000 |
|
|
|
|
|
|
|
Allotted, called up and fully paid |
|
|
|
|
|
284,905,914 ordinary shares of £0.01 |
|
2,849 |
|
50 |
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 |
|
Issued on completion of BTSEE on 14 October 2025 |
- |
|
2,832,081 |
|
At 31 March 2026 |
- |
|
284,905,914 |
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 ordinary shares issued for £0.01 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, and on 14 October 2025 a further final 2,832,081 ordinary shares of £0.01 were issued.
28 Reserves
Share capital
Share capital represents the nominal value of shares that have been issued.
Share premium
The share premium comprises the excess value recognised from the issue of ordinary shares above nominal value.
Share based payment reserve
Cumulative fair value of options charged to the consolidated income statement net of transfers to the profit or loss reserve on exercised, cancelled or lapsed options.
Merger reserve
The difference between the nominal value of shares issued in the share exchange and the book value of the shares acquired, in line with merger accounting principles. The merger reserve arose following a share for share exchange between MHA Advisory Limited and the Company as part of the Group reorganisation 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 during the year, prior to its Admission.
Merger relief reserve
The balance on the merger relief reserve represents the fair value of the consideration given in excess of the nominal value of the ordinary shares issued in an acquisition made by the issue of shares where the transaction qualifies for merger relief under Section 612 of the Companies Act 2006.
Foreign currency translation reserve
Cumulative gains and losses on translating the net assets of overseas operations to the presentation currency.
EBT Reserve
The EBT Reserve represents the cost of MHA Plc's own equity instruments that have been acquired and are held by the Company's Employee Benefit Trust for the purpose of satisfying existing or future compensation awards. Shares held by the EBT are presented as a deduction from equity, consistent with IAS 32.
Retained earnings
Accumulated profits relating to cumulative net gains and losses less distributions made.
29 Shared based payments
Long Term Incentive Plan (''LTIP'')
On Admission to AIM the Company implemented an LTIP whereby unapproved share options were issued to incentivise the Executive Directors to deliver growth and further align them with the Group's wider shareholder base.
The awards were granted through the use of the Groups unapproved share options plan. The awards were set as nominal value options (the exercise price being the nominal value of the Company's ordinary shares £0.01, and were granted for no consideration. The value of the awards, were equal to £500,000 for R Shaunak and £350,000 for S Moore, representing the value of the maximum number of options which may vest, at the Group's Admission placing price.
The awards will vest subject to the meeting of performance conditions three years from grant. The awards will be exercisable subject to certain financial performance conditions based on earnings growth and total shareholder return ("TSR") during the three-year vesting period, with the two performance conditions weighted in equal measures. In respect of the earnings performance conditions, the minimum hurdle requires the Company to exceed market expectations for its financial year ending 31 March 2028. In respect of the TSR performance condition, minimum vesting shall occur at 8% CAGR TSR and maximum 16% CAGR TSR over the period. The awards will lapse at the end of 10 years.
During the year ended 31 March 2026 a charge of £260k was recognised in statement of comprehensive income in respect of the LTIPs (2025: £Nil).
The options outstanding as at 31 March 2026 have a price of £0.01 and a weighted average remaining contractual life of 9 years. There were no options granted in the prior year.
The estimated fair value of share options with a market-based performance condition was calculated by applying a Monte Carlo model. The model inputs for the current year option grants were as follows:
|
|
2026 |
|
Share price on grant |
£1.00 |
|
Exercise price |
£0.01 |
|
Time to exit (years) |
3.00 |
|
Volatility |
34.13% |
|
Risk free interest rate |
3.76% |
|
Dividend yield |
4.00% |
|
Reconciliation of options in issue |
Number |
|
Weighted average exercise price(£'s) |
|
|
|
|
|
|
Outstanding at 1 April 2025 |
- |
|
- |
|
Granted during the period |
850,000 |
|
0.01 |
|
Outstanding at 31 March 2026 |
850,000 |
|
0.01 |
|
Exercisable at 31 March 2026 |
- |
|
- |
Other Options
The Group operates an equity-settled Long-Term Incentive Plan under which selected employees may be granted options over ordinary shares in the Company. During the year ended 31 March 2026, options over 750,000 ordinary shares were granted to three employees. The options will be satisfied using shares held by the Group's Employee Benefit Trust ("EBT"). Transactions involving shares held by the EBT are accounted for as treasury share transactions and are reflected withing the EBT reserve in equity.
The awards vest subject to continued employment and any applicable performance conditions as determined by the Remuneration Committee at the date of grant. The Group recognised a share-based payment charge of £58,051 during the year in respect of equity-settled share-based payment arrangements.
The fair value of options granted during the year was determined using the Black-Scholes option pricing model. The principal assumptions used in the valuation were:
|
|
2026 |
|
Share price on grant |
£1.57 |
|
Exercise price |
£0.01 |
|
Expected life (years) |
4.33 |
|
Volatility |
30.00% |
|
Risk free interest rate |
3.75% |
|
Dividend yield |
3.18% |
|
Fair value per option |
£1.15 |
The expected volatility was determined by reference to the historical volatility of comparable listed entities and other relevant market data. The expected life reflects management's estimate of the period over which the options are expected to remain outstanding.
|
Reconciliation of options in issue |
Number |
|
Weighted average exercise price(£'s) |
|
|
|
|
|
|
Outstanding at 1 April 2025 |
- |
|
- |
|
Granted during the period |
750,000 |
|
0.01 |
|
Outstanding at 31 March 2026 |
750,000 |
|
0.01 |
|
Exercisable at 31 March 2026 |
- |
|
- |
Warrants
On Admission the Company issued warrants to subscribe for such number of Ordinary Shares as represented 0.5% of the share capital upon Admission. They are exercisable at a subscription price being a 15% premium to the Placing Price per Ordinary Share and capable of being exercised from the date of Admission until the fifth anniversary thereof and are exercisable in whole or in part.
The value of these warrants have been determined as immaterial by management.
30 Financial instruments
Financial assets
Financial assets measured at amortised cost comprise trade and other receivables and cash. It does not include prepayments or contract assets.
|
|
|
|
|
|
As at 31 March 2026 £'000 |
|
As at 31 March 2025 £'000 |
|
Trade receivables |
|
|
|
|
49,992 |
|
46,899 |
|
Other receivables |
|
|
|
|
2,154 |
|
5,927 |
|
Cash and cash equivalents |
|
|
|
|
28,531 |
|
18,768 |
|
|
|
|
|
|
80,667 |
|
71,594 |
Financial liabilities
Financial liabilities measured at amortised cost comprise trade payables, other payables, lease liabilities and borrowings. It does not include contract liabilities and other taxation and social security.
|
|
|
|
|
|
As at 31 March 2026 £'000 |
|
As at 31 March 2025 £'000 |
|
Trade payables |
|
|
|
|
5,597 |
|
2,423 |
|
Other payables |
|
|
|
|
36,008 |
|
67,415 |
|
Accruals |
|
|
|
|
10,415 |
|
9,676 |
|
Deferred consideration |
|
|
|
|
2,500 |
|
3,453 |
|
Bank loans |
|
|
|
|
3,178 |
|
1,150 |
|
Lease liabilities |
|
|
|
|
19,751 |
|
19,677 |
|
|
|
|
|
|
77,449 |
|
103,794 |
Financial risk management
The Group is exposed through its operation to the following financial risks: credit risk, interest rate risk, foreign exchange risk and liquidity risk. Risk management is carried out by the Directors of the Group. The Group uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed.
The Group finances its operations through a mixture of debt finance, cash and liquid resources and various items such as trade receivables and trade payables which arise directly from the Group's operations.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. In order to minimise the risk, the Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with
the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the carrying value of its financial receivables, trade and other receivables and cash and cash equivalents as disclosed in the notes to the financial statements. The Group remains exposed to the credit risk of the underlying customers in factored arrangements with recourse as the trade receivables remain recognised in the statement of financial position.
Credit risk also arises on cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating "B+" are accepted. Currently all financial institutions whereby the Group holds significant levels of cash are rated from AA- to A+.
The receivables' age analysis is evaluated on a regular basis for potential doubtful debts, considering historic, current and forward-looking information, to estimate ECLs accurately. Impairments to trade receivables have been made in each of the years detailed in the financial statements.
The exposure to credit risk for trade receivables by geographic region was as follows:
|
|
|
31 March 2026 |
|
31 March 2025 |
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
United Kingdom |
|
46,030 |
|
44,771 |
|
Cayman Islands |
|
142 |
|
284 |
|
Ireland |
|
1,751 |
|
1,844 |
|
Mainland Europe |
|
2,069 |
|
- |
|
|
|
49,992 |
|
46,899 |
The following table provides information about the exposure to credit risk and ECLs for trade receivables and contract assets from individual customers.
|
At 31 March 2026 |
< 30 days £'000 |
|
30-60 days £'000 |
|
61-90 days £'000 |
|
91-180 days £'000 |
|
>180 days £'000 |
|
Total £'000 |
|
UK, Caymans & Ireland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected credit loss rate |
0.1% |
|
0.2% |
|
0.0% |
|
12.9% |
|
93.1% |
|
4.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross carrying amount |
33,406 |
|
8,517 |
|
3,656 |
|
2,594 |
|
2,072 |
|
50,245 |
|
Expected credit loss |
(41) |
|
(17) |
|
- |
|
(335) |
|
(1,929) |
|
(2,322) |
|
Total |
33,365 |
|
8,500 |
|
3,656 |
|
2,259 |
|
143 |
|
47,923 |
|
At 31 March 2026 |
< 30 days £'000 |
|
30-60 days £'000 |
|
61-90 days £'000 |
|
91-180 days £'000 |
|
>180 days £'000 |
|
Total £'000 |
|
Mainland Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected credit loss rate |
3.1% |
|
3.2% |
|
3.1% |
|
2.9% |
|
93.4% |
|
27.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross carrying amount |
1,079 |
|
361 |
|
280 |
|
362 |
|
778 |
|
2,860 |
|
Expected credit loss |
(33) |
|
(11) |
|
(9) |
|
(11) |
|
(727) |
|
(791) |
|
Total |
1,046 |
|
350 |
|
271 |
|
351 |
|
51 |
|
2,069 |
|
At 31 March 2026 |
< 30 days £'000 |
|
30-60 days £'000 |
|
61-90 days £'000 |
|
91-180 days £'000 |
|
>180 days £'000 |
|
Total £'000 |
|
Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected credit loss rate |
0.2% |
|
0.3% |
|
0.2% |
|
11.7% |
|
93.2% |
|
5.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross carrying amount |
34,485 |
|
8,878 |
|
3,936 |
|
2,956 |
|
2,850 |
|
53,105 |
|
Expected credit loss |
(74) |
|
(28) |
|
(9) |
|
(346) |
|
(2,656) |
|
(3,113) |
|
Total |
34,411 |
|
8,850 |
|
3,927 |
|
2,610 |
|
194 |
|
49,992 |
|
At 31 March 2025 |
< 30 days £'000 |
|
30-60 days £'000 |
|
61-90 days £'000 |
|
91-180 days £'000 |
|
>180 days £'000 |
|
Total £'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected credit loss rate |
0.1% |
|
0.3% |
|
0.8% |
|
7.4% |
|
93.3% |
|
4.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross carrying amount |
30,974 |
|
9,513 |
|
4,047 |
|
2,479 |
|
2,272 |
|
49,285 |
|
Expected credit loss |
(24) |
|
(29) |
|
(31) |
|
(182) |
|
(2,120) |
|
(2,386) |
|
Total |
30,950 |
|
9,484 |
|
4,016 |
|
2,297 |
|
152 |
|
46,899 |
Movements in the expected credit losses on trade receivables were as follows;
|
|
|
31 March 2026 |
|
|
|
|
£'000 |
|
|
|
|
|
|
|
At 1st April 2025 |
|
(2,386) |
|
|
Exchange differences |
|
(22) |
|
|
Charge for the financial year |
|
(780) |
|
|
Utilised during the financial year |
|
889 |
|
|
ECL balance - acquisitions |
|
(814) |
|
|
At 31st March 2026 |
|
3,113 |
|
The Group applies the IFRS 9 simplified approach to measuring expected credit losses ("ECL") which uses a lifetime expected loss allowance for all trade receivables. The Group provide credit terms on sales, all invoices issued by the Group are payable on 30 days. However, per management's assessment it is assumed that invoices will be settled between 30 to 60 days. Given the preference for 30 days payment, a credit risk exposure at each period end, as a result of a significant change in economic conditions, is unlikely. Therefore, management have determined forward-looking economic scenarios are less significant in determining an estimate of expected future losses. However, the Group still incorporates reasonable and supportable forward-looking information alongside historical data and management knowledge in calculating the ECL balance.
Interest rate risk
The Group aims to mitigate interest rate risk by entering into fixed-rate instruments. The Group does not use any financial hedging instruments.
As at 31 March 2026, the Group's current borrowings include bank loans with interest rates in the range of 4.10%-4.69%.
No sensitivity analysis has been performed as management assess the impact of any changes to be immaterial.
Foreign exchange risk
The Group operates internationally and is exposed to currency risk arising on cash and cash equivalents, receivables and payables denominated in a currency other than the respective functional currencies of the Group entities, which are primarily Sterling (GBP), US Dollars (USD) and Euros (EUR). The currencies in which these transactions are primarily denominated are GBP, USD and EUR.
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
|
|
|
|
|
As at 31 March 2026 |
|
As at 31 March 2025 |
|
Net foreign currency financial assets |
|
|
|
|
|
|
|
EUR |
|
|
|
2,728 |
|
2,115 |
|
USD |
|
|
|
1,260 |
|
2,225 |
|
Other |
|
|
|
(109) |
|
24 |
|
|
|
|
|
3,879 |
|
4,364 |
A reasonably possible strengthening/(weakening) GBP against the Group's primary currencies at 31 March 2026 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss. Management assesses the impact of the movement in foreign exchange to be immaterial to the Group.
Liquidity risk
The Group seeks to maintain sufficient cash balances. Management reviews cash flow forecasts on a regular basis to determine whether the Group has sufficient cash reserves to meet future working capital requirements and to take advantage of business opportunities.
A maturity analysis of the Group's trade and other payables is shown below:
|
|
|
|
31 March 2026 |
|
31 March 2025 |
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
Less than one year: |
|
|
|
|
|
|
Trade and other payables |
|
|
49,090 |
|
21,021 |
|
Bank loans |
|
|
2,074 |
|
67 |
|
Lease liabilities |
|
|
3,595 |
|
3,978 |
|
Deferred consideration |
|
|
2,178 |
|
1,621 |
|
|
|
|
56,937 |
|
26,687 |
|
|
|
|
|
|
|
|
Later than 1 year and less than 5 years: |
|
|
|
|
|
|
Bank loans |
|
|
711 |
|
1,084 |
|
Deferred consideration |
|
|
322 |
|
1,832 |
|
Lease liabilities |
|
|
15,556 |
|
14,660 |
|
|
|
|
16,589 |
|
17,576 |
|
|
|
|
|
|
|
|
Later than 5 years: |
|
|
|
|
|
|
Bank loans |
|
|
392 |
|
- |
|
Lease liabilities |
|
|
1,344 |
|
4,635 |
|
|
|
|
1,736 |
|
4,635 |
|
|
|
|
|
|
|
|
Total including interest cash flows |
|
|
75,262 |
|
48,898 |
|
Less: interest cash flows |
|
|
(1,437) |
|
(3,597) |
|
Total principal cash flows |
|
|
73,825 |
|
45,301 |
|
|
|
|
|
|
|
Capital disclosures
The capital structure of the business consists of cash and cash equivalents, debt and equity. As at 31 March 2026, debt comprised £3,177k which is set out in further detail in Note 22.
The Group's current objectives when maintaining capital are to:
- safeguard the Group's ability as a going concern so that it can continue to pursue its growth plans;
- provide a reasonable expectation of future returns to shareholders; and
- maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term.
The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of underlying assets. To maintain or adjust the capital structure, the Group may issue new shares or sell assets to reduce debt.
During the periods ended covered within the historical financial information, the Group's business strategy remained unchanged.
31 Related party transactions
Key management personnel
The Board of the Company are considered to be key management personnel. Note 10 details their compensation during the period. (During the comparative year ended 31 March 2025, the Group consisted of a partner-owned LLP, as such there was no director's remuneration).
Interim dividends of £230k were paid to related parties during the year.
Guarantees
Pursuant to Section 479C of the Companies Act 2006, the Company has provided a guarantee in respect of all outstanding liabilities of certain subsidiary undertakings as at 31 March 2026, enabling those subsidiaries to claim exemption from the statutory audit requirements under Section 479A of the Companies Act 2006. Further details of the guarantee and the subsidiaries to which it relates are set out in Note 1.1.
32 Capital commitments and contingencies
Capital and financial commitments
The Group held no capital, financial and or other commitments at 31 March 2026: (2025: none).
Changes in liabilities from financing activities
|
|
1 April 2024 |
|
Financing cash flows |
|
Interest expense |
|
Other adjustments |
|
31 March 2025 |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans |
110 |
|
944 |
|
96 |
|
- |
|
1,150 |
|
Lease liabilities |
17,671 |
|
(4,127) |
|
972 |
|
5,161 |
|
19,677 |
|
Total liabilities from financing activities |
17,781 |
|
(3,183) |
|
1,068 |
|
5,161 |
|
20,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 April 2025 |
|
Financing cash flows |
|
Interest expense |
|
Other adjustments |
|
31 March 2026 |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Bank loans |
1,150 |
|
270 |
|
44 |
|
1,713 |
|
3,177 |
|
Lease liabilities |
19,677 |
|
(4,423) |
|
1,034 |
|
3,462 |
|
19,750 |
|
Total liabilities from financing activities |
20,827 |
|
(4,153) |
|
1,078 |
|
5,175 |
|
22,927 |
|
|
|
|
|
|
|
|
|
|
|
33 Post balance sheet events
Business Combinations
On 2 April 2026, the Company completed the acquisition of two commonly controlled businesses: Moore Stephens LLC and Moore Stephens Consulting LLC, both operating in the UAE (together, "MS UAE"). The acquisition is consistent with the Group's strategy of pursuing selective cross-border opportunities that enhance the Group's international presence. MHA paid consideration of AED 30m (£6.2m) on completion, with 50% paid in cash and 50% paid in new ordinary shares of the Company. A further payment will be made on finalization of completion accounts. This payment is expected to be approximately AED 2.4m (£0.5m) and will also be payable 50% in cash and 50% in new ordinary shares of the Company.
Dividends
Subsequent to the reporting date, the Company paid the following dividends to shareholders:
· A second interim dividend of 0.01 pence per share, amounting to £2,563,300, was paid on 28 April 2026.
· A third interim dividend of 0.01 pence per share, amounting to £2,583,235, was paid on 17 July 2026.
In addition, the Directors have proposed a final dividend of £0.022 pence per share, amounting to £5,543,362, to be paid on 25 September 2026, subject to shareholder approval at the forthcoming Annual General Meeting.
In accordance with IAS 10 Events after the Reporting Period, dividends declared or proposed after the reporting date are not recognised as a liability at the reporting date and are disclosed as non-adjusting events.
Company Statement of Financial Position (Company No: 16268837)
|
|
|
As at |
|
|
|
31 March |
|
|
|
2026 |
|
|
Note |
£'000 |
|
Assets |
|
|
|
Current assets |
|
|
|
Trade and other receivables |
8 |
23,560 |
|
Cash and cash equivalents |
9 |
5,310 |
|
Total current assets |
|
28,870 |
|
|
|
|
|
Non-current assets |
|
|
|
Trade and other receivables |
8 |
76,800 |
|
Investments |
7 |
135,981 |
|
Total non-current assets |
|
212,781 |
|
|
|
|
|
Total assets |
|
241,651 |
|
|
|
|
|
Liabilities |
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
10 |
130,620 |
|
Total current liabilities |
|
130,620 |
|
|
|
|
|
Non-current liabilities |
|
|
|
Trade and other payables |
10 |
13,200 |
|
Total non-current liabilities |
|
13,200 |
|
|
|
|
|
Total liabilities |
|
143,820 |
|
|
|
|
|
Net assets |
|
97,831 |
|
|
|
|
|
Equity |
|
|
|
Share capital |
|
2,849 |
|
Share premium |
|
89,736 |
|
Share based payment reserve |
|
(15,696) |
|
Merger relief reserve |
|
17,753 |
|
Other reserves |
|
(1,000) |
|
Retained earnings |
|
4,189 |
|
Total shareholders' equity |
|
97,831 |
|
|
|
|
The exemption under section 408 of the Companies Act 2006 from presenting the Company's Income Statement has been taken. The Company's profit for the period ended 31 March 2026 was £6,759k.
Company Statement of Changes in Equity
|
|
Note |
Share capital £'000 |
Share premium £'000 |
Share based payment reserve £'000 |
Merger relief reserve £'000 |
EBT reserves £'000 |
Retained earnings £'000 |
Total equity £'000 |
|
Shares issued on incorporation |
|
50 |
- |
- |
- |
- |
- |
50 |
|
Comprehensive Income |
|
|
|
|
|
|
|
|
|
Profit for the period |
|
- |
- |
- |
- |
- |
6,759 |
6,759 |
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
Issue of share capital |
11 |
2,662 |
97,032 |
- |
- |
|
- |
99,694 |
|
Issue costs |
|
- |
(7,296) |
- |
- |
|
- |
(7,296) |
|
Dividends paid |
|
- |
- |
- |
- |
|
(2,570) |
(2,570) |
|
Issue of share on acquisition on BTSEE |
|
137 |
- |
(16,014) |
17,753 |
(1,876) |
- |
- |
|
Movement in EBT |
|
- |
|
- |
- |
876 |
- |
876 |
|
Share based payment expenses |
|
- |
- |
318 |
- |
|
- |
318 |
|
Balance at 31 March 2026 |
|
2,849 |
89,736 |
(15,696) |
17,753 |
(1,000) |
4,189 |
97,831 |
Notes to the Company Financial Statements
1. Material accounting policy information
1.1 Basis of preparation
The separate financial statements of the Company have been prepared in accordance with Financial Reporting Standard 101, 'Reduced Disclosure Framework' ("FRS 101"), on a historical cost basis and in accordance with the Companies Act 2006.
The Company was incorporated on 21 February 2025 and these financial statements present the period from incorporation to 31 March 2026, as the Company have extended their first accounting period to align with the wider Group. As a result, no comparative information is presented.
The results of the Company are included in the consolidated financial statements of the Group, which are presented alongside these financial statements.
These financial statements are presented in Pounds Sterling, which is the Company's functional and presentational currency.
The principal accounting policies adopted are the same as those set out in Note 2 to the consolidated financial statements of the Group except as described in this note.
Disclosure exemptions adopted:
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101:
· IFRS 7, 'Financial instruments: Disclosures'.
· Paragraphs 91 to 99 of IFRS 13, 'Fair value measurement'.
· The following paragraphs of IAS 1, 'Presentation of financial statements'
a) 10(d) (statement of cash flows);
b) 16 (statement of compliance with IFRS);
c) 38A (requirement for minimum of two primary statements, including cash flow statements);
d) 38B-D (additional comparative information);
e) 111 (statement of cash flows information); and
f) 134-136 (capital management disclosures).
· IAS 7, 'Statement of cash flows'.
· Paragraphs 30 and 31 of IAS 8, 'Accounting policies, changes in accounting estimates and errors'.
· The requirements in IAS 24, 'Related party disclosures'.
For the period ended 31 March 2026, the following subsidiaries of the Company are entitled to take exemptions from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies.
|
Subsidiary |
Company registered number |
|
Moore and Smalley LLP |
OC313896 |
|
Moore and Smalley C.A Limited |
05373155 |
|
Moore and Smalley Business Services Limited |
08004976 |
|
Moore and Smalley IT Services Limited |
10247482 |
|
Moore and Smalley SE Plus Limited |
10247429 |
|
Cloud Solutions Holdings Limited |
10760154 |
|
MHA MacIntyre Hudson Consulting Limited |
12118510 |
|
MHA Trustees Corporation Limited |
14631377 |
|
MHA Tax Safe Limited |
12816598 |
|
MacIntyre Hudson Limited |
01954133 |
|
MHA Financial Solutions Limited |
09284506] |
The Company has provided a guarantee for all outstanding debts and liabilities to which the subsidiary companies listed above are subject at the end of the financial period, in accordance with Section 479C of the Companies Act 2006.
1.2 Going concern
The Directors continue to adopt the going concern basis in the preparation of the financial statements. Further details are included in Note 2.2 to the consolidated financial statements.
1.3 Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
2. Critical accounting estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the related disclosures. Estimates and underlying assumptions are based on historical experience together with other factors considered reasonable in the circumstances. Actual outcomes may differ from those estimates.
Recoverability of investment in subsidiary
The Company's investment in subsidiary has a carrying value of £135,981,110 at the reporting date.
Management has assessed whether there are indicators of impairment in accordance with IAS 36 Impairment of Assets. Where indicators of impairment exist, the recoverable amount of the investment is determined using a value in use model based on the underlying cash-generating units of the subsidiary.
The determination of recoverable amount requires significant estimation, particularly in respect of:
· forecast future cash flows over the approved forecast period;
· forecast operating margins;
· long-term terminal growth rates;
· discount rates reflecting the time value of money and the risks specific to the underlying business; and
· the period over which forecast cash flows are projected.
The cash flow forecasts are based on Board-approved budgets and strategic forecasts, which reflect management's expectations of future trading performance having regard to current market conditions and the expected long-term performance of the business.
Management has concluded that the recoverable amount exceeds the carrying amount of the investment at the reporting date and, accordingly, no impairment has been recognised.
Impairment assessment of amounts due from Group companies
The Company has significant amounts due from subsidiary undertakings. In accordance with IFRS 9 Financial Instruments, management assesses these balances for impairment at each reporting date and recognises an expected credit loss ("ECL") allowance where appropriate.
The impairment assessment represents a key source of estimation uncertainty as it requires management to estimate the ability of subsidiary undertakings to generate sufficient future cash flows to repay amounts owed to the Company. In determining the expected credit loss provision, management applies judgement in assessing the financial position and future prospects of individual subsidiaries, including forecast profitability, cash flow generation, available financing facilities and the expected timing of repayments.
The calculation of expected credit losses incorporates a number of assumptions, including probability of default, loss given default and exposure at default. These assumptions are inherently judgemental and are affected by both entity-specific and wider economic factors..
Management reviews the appropriateness of the assumptions used on a regular basis and considers available evidence at the reporting date, including approved budgets, forecasts and the results of impairment assessments performed in relation to investments in subsidiary undertakings. Given the significance of the balances and the degree of judgement involved in determining recoverability, the impairment assessment of amounts due from Group companies has been identified as a key estimate.
3. Auditor remuneration
Disclosures of auditor remuneration in relation to the audit of the Company financial statements are included within Note 9 of the consolidated financial statements.
4. Employee benefit expenses
Employee benefit expenses (including directors) comprise:
|
|
|
|
Period ended 31 March 2026 £'000 |
|
Wages and salaries |
|
|
233 |
|
Social security costs |
|
|
32 |
|
Share-based payments |
|
|
260 |
|
|
|
|
525 |
|
|
|
|
|
Average number of people (including directors) employed by activity:
|
|
|
|
Period ended 31 March 2026 No. |
|
Directors |
|
|
5 |
|
|
|
|
5 |
Note 10 of the consolidated accounts details the director's remuneration for the group
5. Finance income
|
|
|
|
Period ended 31 March 2026 £'000 |
|
Bank interest receivable |
|
|
111 |
|
Total finance income |
|
|
111 |
6. Finance expense
|
|
|
|
Period ended 31 March 2026 £'000 |
|
Other interest paid |
|
|
2 |
|
Total finance expense |
|
|
2 |
7. Investments
|
|
|
|
Investments in subsidiaries £'000 |
|
At 21 February 2025 |
|
|
- |
|
Additions |
|
|
135,981 |
|
Disposals |
|
|
- |
|
At 31 March 2026 |
|
|
135,981 |
8. Trade and other receivables
|
|
|
|
Period ended 31 March 2026 £'000 |
|
Amounts falling due within one year: |
|
|
|
|
Amounts owed from group companies |
|
|
20,895 |
|
Social security and other taxes |
|
|
24 |
|
Other receivables and prepayments |
|
|
1,582 |
|
Current tax assets |
|
|
1,059 |
|
|
|
|
23,560 |
|
|
|
|
|
|
Amounts falling due after one year: |
|
|
|
|
Amounts owed from group companies |
|
|
76,800 |
|
|
|
|
76,800 |
The Company has evaluated the credit risk associated with its intercompany balances of £97,695k. The assessment has resulted in the recognition of an expected credit loss on the intercompany balance of £0. The transactions primarily consist of loans which are essential for the operation efficiency and strategic alignment within the Group. In accordance with IFRS 9, the ECL model requires the Company to account for expected credit losses over the life of the intercompany balance receivable which includes considering both current and future information. The calculation of the ECL involves several key assumptions and judgements including the probability of default, the loss given default and exposure at default.
9. Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period ended 31 March 2026 £'000 |
|
Cash at bank |
|
|
|
|
|
|
5,310 |
10. Trade and other payables
|
|
|
|
|
|
|
|
Period ended 31 March 2026 £'000 |
|
Amounts falling due within one year: |
|
|
|
|
|
|
|
|
Trade payables |
|
|
|
|
|
|
198 |
|
Other payables |
|
|
|
|
|
|
250 |
|
Social security and other taxes |
|
|
|
|
|
|
10 |
|
Amounts owed to group companies |
|
|
|
|
|
|
130,053 |
|
Accruals |
|
|
|
|
|
|
109 |
|
|
|
|
|
|
|
|
130,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March 2026 £'000 |
|
Amounts falling due after one year: |
|
|
|
|
|
|
|
|
Amounts owed to group companies |
|
|
|
|
|
|
13,200 |
|
|
|
|
|
|
|
|
13,200 |
11. Share capital & Reserves
Share capital
Share capital represents the nominal value of shares that have been issued.
Information on the share capital of the Company is detailed in Note 26 of the consolidated financial statements.
Share premium
The share premium comprises the excess value recognised from the issue of ordinary shares above nominal value.
Share based payment reserve
Cumulative fair value of options charged to the consolidated income statement net of transfers to the profit or loss reserve on exercised and cancelled/lapsed options.
Merger relief reserve
The balance on the merger relief reserve represents the fair value of the consideration given in excess
12. Related party transactions
The Company has taken advantage of the exemption under FRS 101 to not disclose key management personnel compensation.
The Company has provided a guarantee for all outstanding debts and liabilities to which its subsidiary companies are subject to at the end of the financial year ended 31 March 2026, in accordance with Section 479C of the Companies Act 2006. Further details of this guarantee are provided in Note 1.1.
13. Ultimate controlling party
No one entity or individual has control over the Company.
14. Post balance sheet events
There are no significant events relating to the Company other than those disclosed in the consolidated financial statements.
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