MHA PLC Announces Strategic Acquisition of MS UAE to Boost International Growth

An initial AED 30m is due at completion, with a true-up after completion accounts. Half the consideration will be paid in cash and half in newly issued MHA shares, priced at 154.5p per share as of three business days prior to contract exchange. The final amounts will adjust for net cash and working capital, and the equity component will be subject to lock-in and clawback arrangements similar to prior partner terms and the BTSEE deal.

On the figures disclosed, the headline valuation implies approximately 1.1x 2025 revenue and roughly 7x adjusted EBITDA. For a growing, partner-led professional services firm in a high-growth market, that sits in a reasonable mid‑single‑digit to high‑single‑digit multiple range. The EBITDA margin looks healthy too at about 16%.

Why the UAE and why now?

MHA calls the UAE a strategically important market – a global hub for trade and investment and a gateway to Asia and Africa. That’s not marketing fluff. The UAE has seen a continued inflow of high‑net‑worth individuals, family offices and international trading businesses. Those clients tend to need cross-border audit, tax and advisory support, exactly where MHA wants to scale.

MS UAE’s approvals across major free zones and its presence in ADGM and JAFZA are commercially useful. These jurisdictions are home to many international entities and holding structures. Add MHA’s representation in the Baker Tilly International network in the UK, Ireland and multiple CEE markets, and you have a platform with cross‑referral potential.

Strategic fit: how this complements MHA’s recent moves

This follows MHA’s acquisition of Baker Tilly South East Europe on 10 August 2025, after which the Group reported nearly 2,200 people and 153 partners across 30 offices in the UK, Ireland, South‑East Europe and the Cayman Islands. MS UAE neatly extends that footprint into a priority market with sector overlap and cross‑border service demand.

Management highlights cultural fit, governance alignment and complementary capabilities. Those points matter in professional services integration – partner retention and quality control are as important as brand reach.

Earnings impact, dilution and integration

MHA expects the acquisition to be earnings enhancing in the first full financial year following completion. The business is profitable, has grown revenue from AED 27.9m in 2024 to a projected AED 31.8m in 2025, and carries a solid EBITDA margin.

On dilution: 50% of the consideration will be paid in new shares. The exact number of shares is not disclosed and will be confirmed at completion and after the completion accounts process. The shares issued will be under lock‑in and clawback arrangements, which supports alignment with shareholders.

Completion is subject to regulatory approval in the UAE, with exchange and completion occurring separately. The timeline is not disclosed.

Positives I see

• Strategic geography: The UAE is a high‑growth, high‑margin advisory market with international client flow.
• Reasonable valuation: c1.1x sales and c7x EBITDA for a business with diversified service lines and good margins.
• Partner continuity: All three partners remain, helping client retention and delivery quality.
• Earnings enhancing guidance: Signals that the economics should work for shareholders post‑integration.
• Brand and approvals: Presence in ADGM/JAFZA and approval across major free zones broadens the commercial funnel.

What to watch next

• Regulatory approval and completion timing – not disclosed.
• Final share issuance – number of Consideration Shares will be announced at completion and after completion accounts.
• Integration progress – reporting MS UAE into Group systems is planned; cultural and client‑service integration will be key.
• Organic growth delivery – proving the revenue pipeline from HNWI, family offices and trading groups in 2026 and beyond.
• Working capital and net cash adjustments – these can nudge the final consideration and equity mix.

My take for retail investors

This is a sensible, bolt‑on international deal at a fair multiple with strong strategic logic. It deepens MHA’s credibility as a cross‑border advisor and builds on the BTSEE acquisition to create a more globally connected platform. The share component introduces modest dilution, but lock‑ins and the earnings enhancing guidance are supportive.

There are execution risks – regulatory approval, integration and maintaining partner‑level momentum – but the disclosed economics look balanced. If MHA can convert its network presence into steady, higher‑margin advisory work in the Gulf, this acquisition should enhance both growth and quality of earnings.

CEO’s short quote that sums it up

Rakesh Shaunak describes MS UAE as a high‑quality, well‑established practice with strong cultural alignment and frames the deal as “another step forward” in building an international platform. That’s consistent with the numbers and the strategic direction laid out here.