20 November 2025

MHA plc

("MHA", the "Company" and together with its subsidiaries the "Group")

Half Year Results

Strong first-half performance and good full-year visibility

MHA (AIM: MHA), a leading professional services provider of audit and assurance, tax, accountancy and advisory services, announces its unaudited consolidated results for the six months ended 30 September 2025 ("H1 26").

These represent the Company's first consolidated interim results since Admission to trading on AIM in April 2025. Prior-period comparatives are presented on a combined basis for the Group's operating entities reflecting a partnership model, consistent with the historical financial information set out in the Company's AIM Admission Document, and restated to provide a like-for-like comparison of performance.

Financial highlights

Operational highlights

Current trading and outlook

Rakesh Shaunak, Chief Executive Officer of MHA, commented:

"These results demonstrate the strength of our platform, and we enter the second half with positive momentum and good visibility across our core service lines. Supported by rising regulatory complexity, demand for high-quality audit, tax and advisory support remains robust, and our breadth of sector exposure and growing international footprint position us well to capture and capitalise on these opportunities. We are confident of delivering a full-year outcome in line with market expectations³, while continuing to build long-term value through both organic growth and selective M&A."

¹ Adjusted EBITDA in H1 26 relates to EBITDA adjusted to exclude the credit arising from bargain purchase acquisition of BTSEE, IPO costs expensed through the income statement and the amortisation of deemed remuneration. Adjusted EBITDA in H1 25 relates to EBITDA after partner remuneration on the plc basis, adjusted for the credit arising from the bargain purchase acquisition of Moore & Smalley. EBITDA refers to consolidated earnings before depreciation, amortisation, finance costs and taxation.

² Adjusted profit before tax in H1 26 relates to the profit before tax adjusted to exclude the credit arising from the bargain purchase acquisition of BTSEE, IPO costs expensed through the income statement, the amortisation of deemed remuneration and a share based payment. Adjusted profit before tax in H1 25 relates to the profit before tax adjusted to exclude the credit arising from the bargain purchase acquisition of Moore & Smalley, and is presented after notional partner remuneration calculated on the plc basis to provide a like-for-like measure of underlying performance. The results for H1 26 are presented on a consolidated basis.

³ The Group believes current market expectations for FY26 to be revenue of £249.5m and adjusted EBITDA of £44m.

Analyst and retail investor presentations

Management will host an in-person analyst presentation at 9:30 a.m. today in London. Any analyst wishing to attend is invited to register by emailing mha@almastrategic.com.

Management will also host a live investor presentation, open to all existing and potential shareholders, on Friday 21 November 2025 at 4:30 p.m. via the Engage Investor platform. Register here.

Contacts

About MHA

Founded in 1869, MHA is a leading professional services provider of audit and assurance, tax, accountancy and advisory services, based in the UK with an international presence.

Following the acquisition of Baker Tilly South-East Europe on 10 August 2025, MHA now employs  nearly 2,200 people and has 153 partners across its network of 30 offices in the UK, Ireland, South-East Europe and the Cayman Islands.

MHA is the representative of the Baker Tilly International ("BTI") network in the UK, Ireland, Cyprus, Greece, Romania, Bulgaria and Moldova.

Chief Executive Officer's Statement

Delivering on our post-IPO priorities

I am pleased to present our first set of interim consolidated results for the six months ended 30 September 2025 ("H1 26") following our admission to AIM in April this year. Since the IPO, we have focused on the priorities set out at flotation: grow the business, develop our people, progress our technology, AI and data initiatives and pursue selective acquisitions with discipline.

Trading in the period has been encouraging and in line with the Board's expectations, with continued organic growth across all service lines and the majority of sectors with strong demand from both existing and new clients. We have also continued our M&A strategy with the completion of the acquisition of Baker Tilly South-East Europe ("BTSEE"). This represents an important milestone in our international strategy and has been well received by clients and colleagues.

Cash generation remains strong and our balance sheet continues to support disciplined investment in people, technology and selective acquisitions that meet our criteria.

We have a clear growth strategy, supported by diversified sector exposure and high levels of recurring revenue. While macroeconomic uncertainty persists, these factors together give us confidence in our ability to deliver full-year results in line with market expectations.

Market conditions supporting sustainable growth

The operating environment since the IPO has reinforced the market themes we discussed at that time. Regulatory scrutiny continues to increase, tender activity remains high and clients are increasingly looking for firms with scale, depth and the ability to operate seamlessly across borders.

In the past six months, there has been a growing shift in mid-market and larger corporates toward multi-service advisers with demonstrable sector expertise. We are seeing continuing UK and inbound opportunities from companies reassessing long-standing adviser relationships, particularly where regulatory expectations or international reporting requirements have accelerated.

Against this backdrop, our scale, sector model and international capabilities continue to position us well.

Performance tracking well against full-year market expectations

The Group delivered a strong trading performance in the first half:

·      Revenue increased 13.2% to £121.3m (H1 25: £107.2m), comprising approximately 9.2% organic growth

·      Adjusted underlying EBITDA increased 10.7% to £21.8m (H1 25: £19.7m)

·      Adjusted profit before tax rose 8.8% to £18.5m (H1 25: £17m)

Operating margins were resilient during the period and cash conversion remained strong. Comparative adjusted EBITDA and profit before tax for H1 25 include notional partner remuneration, calculated on the basis that applies under our post-IPO structure.

These are positive results for a business that continues to grow organically and by way of acquisition, a model that has underpinned our success to date and that we expect will support our future expansion.

Growth across sectors and services

The Group experienced strong growth across all service lines during the period, supported by high retention levels and continued demand for audit, tax and advisory services.

Activity was particularly strong in key sectors including financial services, manufacturing, professional services and engineering and technology, each recording significant double-digit revenue growth. Our tax teams also experienced increased volumes as clients responded to recent changes in UK tax rules and cross-border requirements, which continue to generate high demand for specialist advice.

Our recurring revenue base remains at approximately 87%. This is a testament to our highly focused sector approach, effective cross-selling strategies and enhanced use of data, technology and AI to drive efficiencies and quality.

Most of all, we are indebted to the endeavours of exceptional staff and partners, without whom our success would not be possible.

Disciplined acquisitive expansion and integration

Our first post-IPO acquisition, BTSEE, was completed in August 2025 and integration continues to progress well. Work is underway to align systems, processes and governance, and we are seeing evidence of early collaboration between teams in Cyprus, Greece, South-East Europe and the UK. BTSEE's strong sector credentials and established position in its markets have added depth to our international capabilities, and client feedback on the expanded cross-border offering has been positive.

We continue to pursue selective opportunities that meet our criteria of cultural fit, quality of earnings and strategic relevance. Discussions with potential partners have been supported by the enhanced transparency, alignment of incentives and long-term growth framework that our listed platform provides. The pipeline remains healthy across both domestic and international markets, and our approach remains disciplined and focused on long-term value creation.

Strengthening our technology, AI and data foundations

We are making good progress against the priorities set out at the full year. Our technology programme for FY26 is now well underway, with work focused on strengthening our data foundations and embedding tools that improve decision-making, client service and operational efficiency.

Adoption of AI and automation continues to increase across the firm. More of our people are now using automation in Personal and Corporation Tax, and our pilots of tools such as ChatGPT Enterprise and Microsoft Co-Pilot are expanding into day-to-day workflows. We continue to take a measured, cost-effective approach, ensuring technologies meet our standards for maturity, security and regulatory compliance.

Development of the more modern and integrated data architecture signposted at the full year has begun, with initial activity focused on aligning key finance, HR and client data. This is expected to support more consistent reporting and provide a robust base for forecasting, performance management and profitability analysis.

Alongside these foundations, we are starting to see clearer commercial and operational use cases, including preparation for Making Tax Digital, redesigning processes to take advantage of AI-enabled workflows and targeted upskilling to align talent with an evolving service model.

Investing in our people and culture

At 30 September 2025, the Group employed nearly 2,200 people across 30 offices, including 153 partners.

During the period, we were proud to achieve Investors in People Gold reaccreditation for the second time. This reflects our commitment to developing our people, maintaining high standards of accountability and supporting an inclusive, high-performing culture across the Group.

Our values-driven approach continues to be a core differentiator for MHA, particularly as we integrate new colleagues and expand our international footprint.

Strong first half supports a confident outlook

The Group enters the second half with positive momentum and good visibility across our core service lines. Demand for high-quality audit, tax and advisory support remains resilient, underpinned by increasing regulatory complexity and the breadth of our sector exposure. This, together with our growing international footprint, continues to support a healthy pipeline of opportunities.

Integration of BTSEE is progressing to plan and we are seeing early benefits from the expansion of our geographic reach and service capabilities. Investment following the IPO is strengthening the platform, particularly in technology and data, where initiatives are beginning to enhance efficiency and client delivery.

With a strong first half and a clear set of strategic priorities, the Board remains confident in the Group's prospects for the remainder of the year, despite an uncertain economic backdrop. We expect to deliver a full-year performance in line with market expectations and continue to see significant long-term opportunities for both organic and acquisitive growth.

Chief Financial Officer's Review

Financial information

I am pleased to present our first unaudited interim results as a public company for the six months ended 30 September 2025, which reflect resilient organic growth and the continued execution of our targeted acquisition strategy.

In April 2025, the Group completed a pre-IPO reorganisation that created the current group structure under the Company. Accordingly, the interim results to 30 September 2025 are presented using merger accounting. The comparative results for the period ended 30 September 2024 show the combined income statement and cash flows of the MHA group entities for that period and the combined net assets at 31 March 2025. This basis of preparation is consistent with the historical financial information in the Company's AIM Admission Document.

Revenue

Group revenue grew 13.2% to £121.3m (H1 25: £107.2m), of which 9.2% was organic and 4% was from the combined impact of the acquisition of BTSEE in August 2025 and the acquisition of Baker Tilly Ireland in July 2024. Of the period's revenue, 7.2% arose from fee growth from existing clients at the start of the period and 6.9% from new client wins. A further analysis is set out in the revenue bridge below:

The Group has a proven record of identifying, executing and integrating acquisitions, quickly aligning financial controls and disciplines and delivering operational and commercial synergies. We expect to continue this as future acquisition and investment opportunities arise in the UK and overseas.

Fees by service line

We do not prepare management information separately by service line business unit, other than by fees. The table below illustrates fees raised by principal service in H1 25 and H1 26. While there was no significant change in the fee mix of the respective service lines, taxation fees increased by 17.4% and advisory fees increased by 13.3% compared with H1 25.

*Accounting and Business Advisory Services

Fees by sector

Our sector-focused business development strategy is a major differentiator in every jurisdiction and continues to be a key driver of revenue growth. This success reflects the deep sector knowledge and experience of our staff and partners, which we consistently leverage in conversations with prospects, clients and business introducers. Fees generated by 15 core sectors are set out below:

Each of our larger core sectors delivered strong revenue growth in H1 26, particularly financial services, manufacturing, professional services and engineering and technology, all of which recorded significant double-digit increases. Similar growth rates were achieved by some of our smaller but increasingly important sectors such as energy and natural resources, and agriculture and rural business. Our H1 25 activities in automotive and transport were abnormally high and therefore H1 26 fees were more in line with historical trends.

Profitability

During the period, the Group's underlying operating profit increased by 10.5% to £18.9m (H1 25: £17.1m). Adjusted profit before tax increased by 8.8% to £18.5m (H1 25: £17m) and adjusted EBITDA increased by 10.7% to £21.8m (H1 25: £19.7m). Adjusted Group EBITDA margin was resilient at 18%. Our FY25 EBITDA margin was 18.3% and typically our revenue and earnings are weighted towards the second half of the financial year. 

Client retention remains high with recurring income representing approximately 87% of revenue (H1 25: 87%). In calculating underlying operating profit and adjusted EBITDA, we have treated bargain purchase credits and the amortisation of deemed remuneration arising on the acquisition of BTSEE, expensed IPO costs and an executive LTIP charge, as non-underlying in nature.

The comparative results for H1 25 necessarily reflect the cost structure and business model of the former partnership model. Therefore, to provide a clear bridge between the pre- and post-IPO capital structure of the Group, we have restated the partnership-based results for H1 25 to reflect the adjustment to charge partners' remuneration against income as now applies in the "plc" model.   

Total adjusted EPS for the period were 5.3p (basic EPS: 5.8p; fully diluted EPS: 5.8p). Total unadjusted EPS, including the non-underlying items described above, was 6.6p (basic EPS: 7.3p; fully diluted EPS: 7.2p). Due to the change in Group structure at the time of the IPO, comparative EPS figures for H1 25 are not considered meaningful.

Working capital control and cash generation

The Group's business model is highly cash generative and working capital is closely controlled from billing and conversion of work in progress into debtors through to collection into cash. Lock-up at 30 September 2025 was 88 days (30 September 2024: 80 days), with the increase attributable in part to the established terms of trade from our recent acquisition.

Cash generated under our strong terms of trade is being used to:

·      Finance acquisition opportunities such as BTSEE

·      Support ongoing technology investment to drive operational gearing

·      Facilitate lateral hiring and staff retention

Dividends

In line with the policy set out in the Company's Admission Document, the Board is pleased to declare a first interim dividend of 1.0p per share, to be paid on 29 December 2025 in respect of the year ending 31 March 2026. The ex-dividend date is 27 November 2025 and the associated record date is 28 November 2025.

MHA PLC

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025

MHA PLC

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2025

MHA PLC

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025

Prior to the group reorganisation on 11 April 2025, and incorporation of MHA plc on 21 February 2025, the Group consisted, by majority, of a partnership. Under the terms of the partnership agreement, all members' interests, including partner capital, were considered to be a liability of the partnership. As such, the Group has recorded no net assets or equity, other than amounts relating to the adoption of IFRS, and those relating to non-partnership transactions prior to 11 April 2025.

MHA PLC

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025