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

 

 

 

22      . Trade and other payables

 

					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 £'000		As at 31 March 2025 £'000
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.