15. Business combinations

General

Alongside TMF Group's strategies for organic growth, it is TMF Group's intention, where appropriate, to continue to make acquisitions that provide additional scale to the business, enhance a specific service offering, assist in consolidating fragmented markets or address relevant geographical gaps. TMF Group applies a disciplined and rigorous approach to all acquisition evaluations.

TMF Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge or experience to perform that process, or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort or delay in the ability to continue producing outputs.

Acquisitions 2025

For the financial statements disclosure, the acquisitions below, with exception of EWM Global, are not individually considered material for TMF Group.

Brazil – On 2 January 2025, TMF Group acquired 100% of the equity interest in RSM Brasil entities, based in Barueri, Sao Paulo, which provides a complete range of Business Process Outsourcing (BPO) services. Considerations at completion amounted to €11.2 million, split into €3.2 million paid at completion and €8 million placed in escrow. €4.8 million contingent liabilities were acquired in this business combination. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

Mexico – On 31 January 2025, TMF Group acquired 100% of the equity interest in PLC Consulting, a Certificado de Proyectos de Inversión (CERPI) passive fund administrator providing global entity management and domiciliation services to international fund managers and Mexican pension funds, based in Mexico. PLC Consulting is one out of only two such administrators that is well placed to capitalise on the creation of bursas for investments in Mexico. Considerations at completion amounted to €0.6 million. €0.9 million contingent liabilities were acquired in this business combination. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

Switzerland – On 19 February 2025, TMF Group acquired 100% of the equity interest in EWM Global, a technology platform and services business that administers executive compensation schemes for investment banks and asset managers. The company has an impressive client base and a strong competitive position in the market. While the management is based in Switzerland, revenue is generated largely in the United States of America, with the remainder in the United Kingdom. Considerations at completion amounted to €81.5 million. €7.9 million contingent liabilities were acquired in this business combination, discounted to present value of €7.1 million. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

Baltics – On 3 October 2025, TMF Group acquired 100% of the equity interest in Nordgain UAB, a provider of outsourced payroll and bookkeeping services to a portfolio of corporate clients in Lithuania and Estonia. TMF Group previously had no Baltics office, but it served a number of clients across all three Baltic states, including some of the largest corporate clients in its portfolio. With the acquisition of Nordgain, these revenues are brought in-house, allowing gain of control over quality of service and reducing the reliance on third parties. Considerations at completion amounted to €8.5 million. €1.4 million contingent liabilities were acquired in this business combination. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

Italy – On 1 December 2025, TMF Group acquired 100% of the equity interest in Studio Ripamonti S.a.S. di Elena Peviani & C., a Milan-based professional services firm specialising in payroll, labour consultancy and accounting and tax services. Studio Ripamonti has a specific focus on financial institutions, servicing a number of large banks and insurers. This acquisition allows TMF Group to strengthen its existing relationships with global clients, some of which are very attractive names in the industry. Considerations at completion amounted to €9.3 million. No contingent liabilities were acquired in this business combination. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

India – On 15 December 2025, TMF Group acquired 100% of the equity interest in JSS Pro Services Private Limited, which provides outsourced accounting, tax administration, payroll and corporate secretarial services based in Hyderabad. JSS Pro services a mix of multinational companies (MNC) and large Indian clients in Hyderabad, a focal point for international companies setting up large shared service centres. This acquisition gives TMF Group a meaningful footprint in the fast-growing Hyderabad market, and the relationships and track record to continue to service MNCs setting up and expanding their operations there. Considerations at completion amounted to €18.8 million. €3.4 million of contingent liabilities were acquired in this business combination, discounted to present value of €3.2 million. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

TMF Group's consolidated revenue for 2025 includes €36.6 million (2024: €18.4 million) related to acquisitions completed in 2025 as from the effective date. The full year impact had these been acquired at 1 January 2025 would have been €52.5 million. The acquisitions contributed €8.8 million to the 2025 operating result, with a full year impact of €12 million.

The following table gives an aggregate view of the fair values of the identifiable assets and liabilities of the companies acquired in 2025. 

Upon acquisition of the business during 2025, TMF Group recognised aggregated goodwill of €71.8 million (2024: €43.3 million) and other intangible assets such as client list and licence of €83.6 million (2024: €41.1 million). Acquisition of subsidiaries, net of cash acquired, is €127.6 million (2024: €64.8 million).

Acquisitions 2024

For the financial statements disclosure, acquisitions below are not individually considered material for TMF Group.

Saudi Arabia - On 10 January 2024, TMF Group acquired Arabian Company For Business Support Services, the Business Process Outsourcing (BPO), corporate services, corporate immigration and visa services divisions of PROVEN, a leading business outsourcing organisation in the Middle East. Considerations at completion amounted to €8.0 million. No contingent liabilities were acquired in this business combination. The acquisition represents a significant step in TMF Group’s expansion as the Saudi Arabian economy is the largest in the Middle East and the 18th largest in the world. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform. 

India - On 11 April 2024, TMF Group acquired 100% of the equity interest in Seamless Global, the India-based administration business of Sannam S4 Group, providing accounting, tax, payroll and incorporation services. Consideration at completion amounted to €4.9 million. €0.6 million contingent liabilities were acquired in this business combination. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

Mexico - On 30 June 2024, TMF Group acquired 100% of the equity interest in two Mexico-based companies, Grupo KMC Campos y Campos, S.C. and Matas Lorenzo, S.C. Through these acquisitions, TMF Group will expand its capabilities in fund, accounting and tax, and payroll services in Mexico. Consideration at completion amounted to €33.2 million. €8.0 million contingent liabilities were acquired in these business combinations. These businesses are expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

Australia - On 1 July 2024, TMF Group acquired 100% of the equity interest in Vasco Trustees group of companies, one of Australia’s largest corporate trustees providing fund administration services to a wide range of wholesale and retail fund managers. Consideration at completion amounted to €11.3 million. €1.2 million contingent liabilities were acquired in this business combination. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

Uruguay - On 12 August 2024, TMF Group acquired 100% of the equity interest in two Uruguayan companies, Auren S.C. and DCA International S.A. This acquisition will significantly increase TMF Group's footprint in Uruguay while also providing access to a blue-chip client base. Considerations at completion amounted to €5.9 million. €1.8 million contingent liabilities were acquired in this business combination. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

South Africa - On 2 October 2024, TMF Group acquired 100% of the equity interest in Stonehage Fleming Corporate Services Proprietary Limited and Stonehage Fleming Trustees Proprietary Limited. Stonehage Fleming Corporate Services is a South African provider of corporate fiduciary services, primarily providing services for Capital Markets transactions, as well as cosec, accounting and tax services. The acquisition will add substantial volume to TMF Group's existing Capital Markets footprint in South Africa. Considerations at completion amounted to €4.3 million. No contingent liabilities were acquired in this business combination. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.

Japan - On 9 December 2024, TMF Group acquired 100% of the equity interest in Japan Outsourcing Solutions KK and its parent, Hong Kong-based Solid Business Solutions International Limited. Through the acquisition, TMF Group aims to increase its scale and presence in the Japanese market, allowing TMF Group to capitalise on the market's strong organic growth. Considerations at completion amounted to €6.3 million. No contingent liabilities were acquired in this business combination. The business is expected to contribute to annualised revenue, and TMF Group expects synergies in terms of client portfolio and using one global platform.