RNS Number : 0174R

Gateley (Holdings) PLC

15 July 2025

Gateley (Holdings) Plc

("Gateley", the "Group" or the "Company")

AUDITED RESULTS 2025

Strategic focus, operational discipline, positioned for growth

Gateley (AIM: GTLY), the professional services group, announces its audited results for the year ended 30 April 2025 ("FY25" or the "Period").

Key Financial Highlights

·        Diversified business model delivered revenue growth of 4.1%.

·        Organic revenue growth in legal services of 3.9%.

·        Overall activity levels increased during the year to 87% (FY24: 83%) despite a challenging professional services market, alongside the General Election and subsequent uncertainty ahead of the Autumn Budget.

·     Underlying operating profit margin maintained at 11.7% (FY24: 11.7%), reflecting good control of salary and other costs whilst continuing to prioritise organic and acquisitive investment.

·        Net assets decreased by £12.8m to £67.5m (FY24: £80.3m), including net debt of £(6.6)m (FY24: net cash £3.8m).

·        Proposed final dividend of 6.2p (FY24: 6.2p), taking total dividends for the year to 9.5p per share (FY24: 9.5p).

Headline and underlying	FY25	FY24	Change
Group revenue	£179.5m	£172.5m	4.1%
Group underlying operating profit1	£20.9m	£20.3m	3.3%
Group underlying profit before tax1	£23.3m	£23.0m	1.2%
Underlying adjusted fully diluted EPS2	13.31p	14.20p	(6.3)%
Dividend per share	9.5p	9.5p	-
Net assets	£67.5m	£80.3m	£(12.8)m
Net (debt)/cash3	£(6.6)m	£3.8m	£(10.4)m

Reported		FY25	FY24	Change
Group profit before tax		£6.4m	£14.0m	(54.4)%
Group profit after tax		£1.4m	£10.1m	(86.5)%
Basic earnings per share ('BEPS')		1.02p	7.74p	(86.8)%
1	Underlying operating profit and underlying profit before tax excludes remuneration for post-combination services, gain on bargain purchase, share-based payment charges, acquisition related amortisation and exceptional items
2 3	Adjusted fully diluted EPS excludes remuneration for post-combination services, gain on bargain purchase, share-based payment charges, acquisition related amortisation and exceptional items. It also adjusts for the future weighted average number of expected unissued shares from granted but unexercised share options in issue based on a share price at the end of the financial year Net (debt)/cash excludes IFRS 16 lease liabilities

Operational highlights

·        Continued strategic hiring with 15 new Partners or Partner equivalents joining during the year. More broadly, we were delighted to make 73 fee earner promotions throughout the Group, of which 16 individuals were promoted to  Partner or Partner equivalent.

·        Increase in fee earner productivity as revenue growth was delivered whilst average fee earner headcount remained in line with the prior year (FY25:1,066 vs 1,068 in FY24).

·        Prior year acquisition of Richard Julian and Associates Limited ("RJA") has been integrated and is performing well ahead of initial expectations.

·         Continued focus on alignment of stakeholders including through 65% of staff either owning shares or currently participating in the Group's Restricted Share Awards Plan and Save As You Earn scheme.

·        25 sector awards won through the year, across both legal and consultancy services; a demonstration of the successful growth of our diverse professional services model.

·        Achieved all 15 responsible business objectives set out in our 2023/24 Responsible Business Report and launching 15 new objectives in our fourth annual Responsible Business Report due to be published on 6 August 2025.

Current trading and outlook

·        Trading in FY26 is in-line with market expectations [4] , reflecting good activity levels as we entered the new year, the resilience across all four Platforms and the increasing visibility of our historic growth investments coming through. This gives us confidence as we move through FY26, however, the Board is conscious that macro indicators continue to point to ongoing volatile market conditions, at least in the near term, which we will monitor and adjust for as appropriate. 

·        We continue to look through potential macro volatility in how we choose to allocate capital for sustainable, long-term profitable growth, encouraged by the patient investment made by us in specialist services which returned well for us in FY25 and are carrying good momentum into FY26. In parallel, the Board's operational focus is on enhancing existing revenue and realising operational efficiencies which will further contribute to our ambition to deliver operating margins to at least 13.5%, over the near term.

Rod Waldie, CEO of Gateley, said:

"FY25 represents another year of revenue and underlying profit growth for Gateley, set against an unpredictable economic backdrop for much of the year. We are particularly pleased that this growth was driven by the combination of positive returns on our recent investments with an increase in activity levels and active management of cost inflation.

"In-Period highlights include the renewal and increase of our revolving credit facility to £80m.  This is primarily to support further investment in our diversified growth strategy and our Employee Benefit Trust in facilitating our equity incentivisation and recirculation strategy.  We remain ever alert to acquisition opportunities that will add value to our diversified portfolio and build on our successful M&A track record. Despite an increasingly competitive backdrop, we are confident in the quality of our pipeline , the rigour of our selective process and we look forward to updating shareholders in due course.

"Looking forward, the resilience of our diversified model, our strong financial foundations, and our unbroken track-record of revenue growth, underpins our confidence.  Our long-term strategy of client-focused investment in people augmented by continued improvements in our internal structure and technology, will ensure the Group is positioned well to deliver profitable growth in FY26 and beyond. Whilst we continue to monitor and adjust in response to the unpredictable environment, the Group is carrying good momentum into the current financial year. 

"Most importantly, I would like to thank our clients for their support and our dedicated and talented people for their ongoing hard work, commitment and can-do attitude. We look to the future with confidence."

Enquiries:

Gateley (Holdings) Plc
Neil Smith, Chief Financial Officer	Tel: +44 (0) 121 234 0196
Nick Smith, Acquisitions Director and Head of Investor Relations	Tel: +44 (0) 20 7653 1665
Cara Zachariou, Communications Director	Tel: +44 (0) 121 234 0074 Mob: +44 (0) 7703 684 946
Panmure Liberum - Nominated Adviser and Broker Nicholas How/Nikhil Varghese	Tel: +44 (0) 20 3100 2000

CHAIRMAN'S STATEMENT

I am pleased to present Gateley's audited results for the year ended 30 April 2025.  The Group is now larger and more diversified than ever across legal and professional services, having achieved its tenth consecutive year of revenue growth since IPO.  Revenue has grown by 4.1% year on year to reach £179.5m, with underlying operating profit growing 3.3% to £20.9m and underlying profit before tax growing 1.2% to £23.3m, during another period of investment in the Group's foundations to accelerate profitable growth.

Following my appointment as Chairman on 1 November 2024, I have spent time with a wide range of our investors, clients, colleagues and wider stakeholders.  As a Group, we have significant untapped potential for accelerated profitable growth and sustainable margin improvement over the coming years.  We will continue to build on our strong and established diversified model across our broad legal and professional services offering, client segments and geographic presence. Delivering this profitable growth potential is our mission and will benefit all our stakeholders.

Market Context

Gateley has consistently demonstrated the resilience of its business model, standing shoulder to shoulder with our clients through difficult market conditions, and creating opportunities to do what we do best: achieving outstanding positive impact for our clients.  Market volatility, weak investor sentiment, sluggish economic growth and a volatile political and legislative environment have all created both challenges and opportunities for the Group.

It is in this context that our clients need independent, trusted advice on their critical business issues more than ever. Our differentiated model offers high quality advice and expertise where it matters most. 

Professional services are in an era of long-overdue disruption, requiring nimble and evolving client service, proposition and pricing models, a greater breadth and depth of cross-domain expertise, faster paced delivery and relentless focus on quality and client outcomes.  Technological advancement, including the deployment of advanced data science techniques, automation, digital tools and of course deploying Generative AI and navigating the path toward Artificial General Intelligence, will all be key battlegrounds for the sector. At Gateley, we are partnering our leading client service partners with colleagues from our technology and change teams to target our investments with great care. 

As a Group, we remain nimble, adapting to evolving client and market needs and technological disruption, and at all times ensuring our clients have ready access to our talented partners and colleagues.  Our values, including being 'forward thinking', 'trusted to do' and most importantly 'ambitious for success' are more relevant than ever in this market context.

Accelerating and capturing our profitable growth opportunity

Through my time spent with Gateley, it has become clear that this is a Group with strong foundations for significant and profitable future growth. The strengths of the diversified model can be evidenced through the progress already made. This is covered in more detail in the CEO Review below. It is also clear how much more there is still to come. Underpinning our near-term and medium-term strategic execution are a number of clear, overarching themes:

·        Client proposition - Our teams across the Group do outstanding work with our clients, and it has been a pleasure to hear and see such positive feedback from both our legal and consultancy clients.  Investing further in the breadth and depth of our client relationships and proposition, including at Board level, will further grow our client reach, creating more, higher value relationships, whilst enhancing client retention.

·        Growth investment - Targeted lateral hires and team lift outs, alongside carefully chosen potential acquisitions, are all assessed against our return hurdles and their contribution to our client proposition, capabilities and margin expansion opportunity.  As a diversified client-led Group, we are disciplined in focusing on those opportunities that enhance, or complement, our existing client proposition.

·        Colleague experience - Investing in our people, the lifeblood of our business, to create a 'cradle to grave' colleague value proposition that is joyful, high impact, high performance and second to none.  Our performance management, culture and remuneration model, including our unique equity incentive structures, are all central to this.

·        Financial foundations - Enhancing our tools, processes and systems, from business development, scoping and pricing through to service delivery, WIP conversion and cash collection. We come from a position of balance sheet strength, enabling us to strive towards further enhancing our financial returns and efficiency as we scale up across our platforms.

·        Strategic growth - Being equipped to capture the next wave of profitable growth by client segment, industry, geography and service line. We are, and will continue to be, patient investors in support of our profitable growth mission.

Our colleagues

My heartfelt thanks go to all our colleagues across Gateley who have worked so hard and demonstrated such commitment to our clients. I am struck by how fortunate we are to have remarkably talented colleagues in both our legal and consultancy services, bringing the best of Gateley to our clients. 

It is particularly impressive to see the colleagues and teams we are privileged to have leading the way on Gateley's client service, proposition, profitable growth, margin expansion and business development efforts.  W e are committed to establishing Gateley as a truly diverse meritocracy where we have a positive, inclusive, diverse, results-oriented and merit-based community to serve our clients, and where rigorous performance management ensures we can invest in those teams and individuals who are delivering on our profitable growth objectives.

Dividends

We recognise that our dividend payments are a key component of our total shareholder return and have maintained our dividend returns to investors while continuing to invest in our profitable growth strategy.  An interim dividend of 3.3p per share (FY24: 3.3p) was paid on 31 March 2025 to shareholders on the register at the close of business on 21 February 2025. The Board is pleased to propose a final dividend of 6.2p per share (FY24: 6.2p), giving a total dividend for the year of 9.5p per share (FY24: 9.5p), subject to approval at the forthcoming Annual General Meeting, which will be held on 24 September 2025. If approved, this final dividend will be paid on Friday 14 November 2025 to shareholders on the register at the close of business on 10 October 2025.  The shares will go ex-dividend on 9 October 2025.

Strengthening our Board, Governance and Risk Management

We recognise that good governance adds material value and mitigates risk for all our stakeholders. As Chairman, I am focused on ensuring we have an outstanding Board to bring effective challenge and support in service of this. In April 2025 we were pleased to welcome Martin Pike to the Board as a Non-Executive Director.  Martin brings outstanding experience from his executive career in global professional services, followed by a series of Non-Executive Director roles including at leading FTSE 100 and FTSE 250 companies.  Colin Jones stepped down from the Board in April 2025, and we thank him for his contribution to the Board since September 2023. We will continue to invest in further refreshing and strengthening our Board governance over the coming period.

To support our commitment to strong governance and shareholder engagement, for the first year in our history all members of the Board will stand for re-election at the upcoming 2025 AGM, and at every future AGM.  We will also hold our AGM in person in London to be closer to many of our investors. 

Responsible Business

In September 2024, we published our fourth annual Responsible Business report.  We were delighted to achieve all 15 of our responsible business targets and are on track toward reducing our CO2 emissions by 50% by 2030 and to become net zero by 2040.  Our Responsible Business actions focus on the wellbeing of our employees, on being a force for good in society and within the communities in which we operate, and by playing our part in protecting and repairing our planet. We will publish our next Responsible Business Report covering objectives and activity for FY25 shortly.

Summary and outlook

Gateley's diversified business model has proven resilient, and current trading is in line with market expectations despite the continuing uncertain economic environment. Looking forward, the Group is committed to accelerating its client-led profitable growth strategy through organic and inorganic means, achieving a higher margin, diverse and growing client offering across our platforms, client segments, geographic reach and service offering.

Finally, on behalf of the Board, it is my pleasure to thank our clients, colleagues, investors and wider stakeholders for their support and commitment to the Group over the past year. We look forward to Gateley's accelerated profitable growth journey ahead, bringing greater capabilities, to more clients, in more exciting and value-creating ways than ever.

Edward Knapp

Chairman

14 July 2025

CHIEF EXECUTIVE OFFICER'S REVIEW

Introduction

The Group delivered a solid performance in FY25, maintaining Gateley's unbroken record of year-on-year revenue growth.  As always, I am grateful to our people for their ongoing hard work and commitment to delivering the best possible outcomes for our clients. 

Group revenue grew by 4.1% to £179.5m (FY24: £172.5m), including 2.8% organic revenue growth.  Pleasingly, we saw good returns from historic investments made in areas such as complex international dispute resolution and two of our specialist property consultancy businesses. We also saw strong transactional activity across our corporate transactional teams and our market-leading housebuilding and construction teams.

Our revenue growth was underpinned by an increase in overall activity levels from 83% to 87%. Our transactional services teams, particularly on our Corporate Platform, benefitted from a Q2 spike in activity stimulated by the lead-in to the Autumn Budget, since when transactional services activity has held steady.  Our more counter-cyclical or economically agnostic business lines were also strong throughout the year, exampled by a number of our specialist consultancy practices in the property sector delivering strong growth. This is in contrast to ongoing challenging market conditions in most commercial real estate sectors and is a good illustration of the deliberately designed resilience in our diversified model. 

Underlying operating profit increased by 3.3% to £20.9m (FY24: £20.3m). Underlying profit before tax increased by 1.2% to £23.3m (FY24: £23.0m), reflecting the impact of lower interest rates on cash balances

There are two themes that underpin both our performance and our strategic actions through FY25:

1.    Our capital allocation policy in action

2.    Our active management of our Diversified Group

Our Capital Allocation Policy in action

We remain committed to a disciplined and consistent application of investment in four main areas to maximise long term value returns for our shareholders and other key stakeholders. 

1.    Selective M&A which enhances or expands the range of professional services in the Group;

2.    Organic growth opportunities, particularly in specialist and deep sector expertise services, where we can deliver high value client solutions alongside attractive margins;

3.    System development for both efficiency and enhanced service delivery; and

4.    Investment in our people to ensure that we attract and retain the best possible talent, including the support for our Employee Benefit Trust (EBT) in facilitating internal equity recirculation, which remains a critical senior employee proposition differentiator for us.

Beyond the above, our priority is to return regular dividends to our shareholders. The Board is recommending payment of a final dividend for FY25 of 6.2p per share, which would deliver a total dividend of 9.5p, unchanged versus FY24.

Selective M&A

Since listing in 2015, Gateley has built significant scale and expanded its range of professional services well beyond its core legal services. Carefully targeted acquisitions have been an integral part of this diversified growth.

Our proposition remains unique; the ability to deliver complementary legal and consultancy services to clients in our chosen markets.  This focus has seen consultancy service revenue across the Group growing to £52.0m (FY24: £49.9m), or 29.0% (FY24: 28.9%) of Group revenue. 

The professional services sector remains fragmented and of increasing interest to private equity backed buyers, which has resulted in a more competitive M&A landscape during FY25. However, we continue to see and appraise significant opportunities for further growth on each of our Platforms, via selective acquisitions across both legal and consultancy services, aided by the Group's strong balance sheet and recently renewed Revolving Credit Facility (RCF) of £80m with an accordion option of £20m. We have a clear framework against which we assess all acquisition opportunities, and the rigour of our process and return hurdles remain a key aspect of our approach.

Whilst absorption of each acquisition, integration and system costs may sometimes impact margin in the short term, our track record gives us confidence that M&A remains a key part of our strategy for long term margin enhancing returns, evidenced by our latest acquisition, Gateley RJA, growing year-on-year revenue by 28.0% in Period.

Investment for organic growth

A key focus in Period was investment in, and laying further foundations for, margin enhancing organic growth. This remains a key part of our look-forward strategy. 

In Period, we made 15 lateral hires at Partner and Partner equivalent level across the group. In addition, we promoted 16 individuals to Partner or Partner equivalent, whilst also fully integrating Gateley RJA, which is performing very well.

We were pleased to see that organic growth investments made in prior years, which we had previously characterised as patient investment, are bearing fruit. Most notable was our FY23 investment in legal services Complex International Dispute Resolution, where we have since been carrying related cost, but which grew its revenue by 49.8% in FY25 and is carrying good momentum into FY26.

Our international dispute resolution team sources its work from overseas and is an example of our deliberate investment and agile reach into appropriate international opportunities. Alongside this, in Q4 FY25, we invested further in our services to target markets in the Middle East from our base in Dubai, where we recruited a team of highly regarded corporate lawyers, the leader of which now heads our activities in the region.  We anticipate further investment in complementary services in the region and are confident this will deliver further client, revenue and margin opportunities.

System investment

During FY25, our investment in systems and system development totalled circa £0.7m including further recruitment of specialists to our in-house AI development team, which is working on applications for use on each of our client-facing Platforms and for our business support teams.  Whilst this investment had an impact on margin in FY25, this will drive future margin improvement as the applications increase our client service levels and delivery efficiency.

Investment in AI-driven system development remains high on our strategic agenda and we have established a cross-business steering group reporting directly to the Board on product assessment, procurement and integration. Embedding such cutting-edge technology more deeply within our organisational fabric will positively enhance the delivery of some of our services and realise efficiencies which will help us improve our profitability.

Investment in people

As a people business, our ability to attract, develop, reward and retain outstanding people is central to both our strategy and our continued growth. Our PLC structure enables us to provide a unique combination of cash and equity incentives to current and new colleagues.

This investment necessarily includes the need to assess our remuneration structures against the context of a professional services market which has seen relatively high pay inflation for a number of years. However, there are tangible signs that this inflation may now be tempering.

Combined with the increase in our average headcount to 1,571 during the Period (FY24: 1,536), this resulted in a 3.3% increase in overall personnel costs. Whilst overall average headcount in the Group increased by 2.3% to 1,571 (FY24: 1,536). Legal services average headcount growth was 0.8% to 1,100 employees (FY24: 1,091). In contrast, average consultancy headcount increased by 5.8% to 471 (FY24: 445).

In a volatile macro environment, it is incumbent on the Board to heighten performance management across the Group. This includes careful management of natural people churn, being highly selective about where we hire and early realisation of operational efficiencies.  Personnel cost savings realised in FY25 will deliver full year savings in FY26. The Board maintains a vigilant approach in this regard.

Uniquely, and of strategic importance to us in the context of incentivisation, we continue to regard our Restricted Share Award Plan (RSA Plan) as a powerful differentiator for us in attracting and retaining the best possible senior talent.  As previously announced, support for the RSA Plan is now a firm pillar in our capital allocation policy.  In October we announced that our EBT had been funded in order to acquire 2,026,490 shares at £1.38, mainly from staff who were Partners at the time of our IPO in 2015.  Those shares are warehoused in the EBT to part-satisfy imminent RSA Plan awards, ensuring that, in line with our strategy, as the Group evolves, a meaningful number of shares can be re-circulated within the Group and remain in the hands of our key senior people.  The RSA Plan makes our internal equity journey powerfully different and meaningful.

More broadly, I am delighted that over 65% of our colleagues now own either shares, share options or Restricted Share Awards in Gateley, supporting a powerful alignment across all of our key stakeholders.

Our Active Management of our Diversified Group

In the near-term, our operational focus is on driving organic revenues and realising efficiencies to improve underlying operating profit margin to not less than 13.5%, which is our key near-term priority.  This sits alongside our constant focus on the basics in our business; consistent delivery of excellent service, enhancing cross-selling opportunities and winning quality, profitable new business on each of our Platforms. 

Key components in the Group's margin improvement bridge include:

1.    Pricing;

2.    WIP management and conversion into fees; and

3.    Enhanced cross-selling.

We have undertaken a comprehensive review of relevant market data and as a result, all our Platforms have been challenged with positive resets against this data which indicates that we can and should make improvements against each of these areas.

In pricing, WIP management and conversion into fees, market intelligence is telling us that, taken as a whole, when benchmarked against our competitors, we have headroom to grow into, while attracting and retaining clients. Current initiatives to help facilitate improvement include:

·    we have recently completed training across all the senior leaders in our legal services business by the sector's leading pricing and revenue management consultancy; and

·    we have invested in the market-leading pricing and revenue management software, which will be operational by H2 FY26 and will enable us to better price and monitor client engagements.

For those parts of the Group that record time, our WIP to fees conversion rate was 81% in FY25 (FY24: 82%). Each 1% improvement in conversion generates circa £2.0m of additional fees and this is therefore a key focus for us in FY26.

In cross-selling, we believe that we have significant headroom in offering our unique combination of complementary legal and consultancy services, as showcased at our recent senior managers' conference, "Connecting for Growth".  Part-way through FY25, we introduced a new management account metric to help measure the value of cross-sell activity.  This metric has been further developed for FY26 and will give a full year measure, against which cross-selling can be incentivised and rewarded.

To further stimulate cross-selling, improve inter-Platform connectivity and hone performance management, FY26 will see us implement a new Platform management structure. Each Platform will now operate through a Board on which each business unit will be represented, reporting into a chairperson responsible for the Platform's strategic, operational and financial outturn. This structure will bring our related businesses closer together to realise external opportunities and internal objectives.

Responsible Business

Being a Responsible Business remains an integral part of our Purpose Statement;

"Our purpose is to deliver results that delight our clients, inspire our people and support our communities." 

We were pleased to achieve all 15 of our internally set responsible business targets in 2023/2024 and, in-Period, we published our fourth annual Responsible Business Report outlining actions taken and setting targets for 2024/2025, in which, so far, we have supported 110 good causes through over 300 separate activities. Our next report will be published imminently.

Highlights from the last report include:

•      launch of the Purpose Pod - Gateley's Responsible Business podcast;

•      a new strategic partnership with environmental charity the Heart of England Forest; and

•      an update on the environmental changes made to support its objective of reaching net zero by 2040.

We are proud of the progress that we have made since publishing our Responsible Business Strategy in October 2021.  We will continue to evaluate where we are effecting change and how we can improve and progress over time.  Our journey continues with conviction.

Platform performance

Before exploring each Platform in more detail below, we outline the key positive and negative contributors to our Platform performance in FY25.

Positive:

·          Delivering the benefits of our diversified professional services strategy with growth in three of our four Platforms (Business Services, Corporate and Property) delivering, in aggregate across these three Platforms, 5.9% revenue growth in FY25.

·          Overall, from a margin perspective, three of our four Platforms (Business Services, Corporate and People) delivered margin growth, resulting in 11.7% growth in contribution from these three Platforms.

·          The strength of both revenue and margin in our Business Services platform was particularly pleasing as this reflects the growing returns from our historic growth investment in legal services dispute resolution and patent and trademark consultancy services.

Negative:

·          The People Platform saw revenue decline by 10.3% in FY25 due to the deliberate, and previously communicated, contraction of our legal services private client team. However, this expected revenue decline was partially offset by cost reductions resulting in a lower 5.1% decline in segment contribution and improved margins to 31.2% (FY24: 29.5%).

·          The Property Platform experienced a mixed year, reflective of the volatile conditions across the UK property market. Strong performance from our legal services construction and residential development teams and two of our consultancy businesses were drivers behind the 3.9% platform revenue growth partially offsetting challenging market conditions that constrained revenue in the other consultancy businesses. A combination of overall mix effects, investment in future growth and rationalisation costs in certain areas saw margins decline to 33.2% (FY24: 36.5%).

Results	Business Services Platform	Corporate Platform	People Platform	Property Platform	Total
FY25 Revenue (£m)	28.5	39.0	17.5	94.5	179.5
Revenue growth FY25	14.3%	5.3%	(10.3)%	3.9%	4.1%
Organic revenue growth FY25	14.3%	5.3%	(10.3)%	1.3%	2.8%
FY24 Revenue (£m)	24.9	37.0	19.6	91.0	172.5
FY25 contribution margin	30.5%	41.8%	31.2%	33.2%	34.4%
FY24 contribution margin	30.2%	37.7%	29.5%	36.5%	35.1%

Business Services Platform

This Platform supports clients in dealing with their commercial agreements, managing risks, protecting assets and resolving disputes.

Revenue grew by 14.3% to £28.5m, underpinned by strong performances in both the legal services complex international dispute resolution team and the patent and trademark attorney businesses.  Even more pleasing to see was the increase in contribution margin despite our on-going investment in specialist service lines.

The dispute resolution teams saw a strong increase in demand from both UK and overseas clients, including a return of some activity in Central Europe alongside new mandates from clients in the Middle East and Africa. These are representative of new, deliberately agile steps to win specialist work in new overseas markets.

Buoyed by the success in growing dispute resolution services, we continue to make strategic investment in other specialist service lines, predominantly in competition litigation, class actions and international arbitration where, in all cases, we see significant opportunities.   Our highly regarded senior experts in international arbitration are winning quality new work and forging strong credentials for us.  Alongside this, our recently formed specialist class action team continues to research and build its potential case pipeline alongside running its existing case.

Our growing patent and trademark attorney businesses were strong throughout the Period. These deliver resilient, steady-recurring revenues.  The teams are working well together and across related legal services teams elsewhere in the Group on shared opportunities. We will continue to invest for scale in these services, where typical projects are long-dated and our expertise is highly valued by clients whose businesses are founded upon intellectual property that needs protecting in order to preserve value. We see further UK and international client opportunities in this area.

Consultancy revenue grew by 3.9% and now represents 23.6% (FY24: 26.9%) of Business Services Platform revenue.

Corporate Platform

This Platform, dominated by legal services, is focused on the corporate, financial services and restructuring markets in both transaction and business support services.

Despite lower volumes of transactional activity during most of FY25, revenue increased by 5.3% to £39.0m and Corporate remains our strongest margin contributor at 41.8%. 

The corporate, banking and tax transactional teams benefitted from a spike in activity during the post-Election, pre-Autumn Budget period. Deal volumes and deal quality was impressive, across multiple sectors and this cascaded work through to other Platforms.  Whilst initial indications are that the Autumn Budget has done little to encourage UK growth, transactional services activity remains good, in parallel with which our counter-cyclical restructuring advisory unit grew revenue by 7.5% in FY25, ahead of the Platform as a whole.  Mandates have been generated both in-market and internally, including working alongside experts in Gateley Vinden and our legal services construction unit in delivery of market-leading services to insurers who have bonded construction projects that have become distressed. Our banking team also had a very busy last few months and posted 16.0% revenue growth in year.  Overall, current activity is good across all teams in this Platform.

We saw in-Period lateral partner hires to our corporate, tax and restructuring teams, reflecting our commitment to further enhance the quality of our offer across the Platform.

Consultancy revenue grew by 255% and now represents 5.0% (FY24: 1.5%) of Corporate Services Platform revenue. The Platform's sole consultancy business, Gateley Global, continues to be a good cross-referrer of opportunities across the Group whilst it significantly increased its like-for-like revenue in Period.  It's key in-Period client was the West Midlands Combined Authority (WMCA) which it helped to support its High Growth Accelerator Programme.  The Group's broad range of professional services was a key factor in this win.

People Platform

This Platform supports clients in dealing with and developing people and in administering individuals' personal affairs. 

Revenue on this Platform contracted by 10.3%, mainly due to a deliberate significant contraction in our legal services private client team, where we have reduced scale and re-focused on core services to high-net-worth clients supported by the appointment of a private client Chartered Tax Advisor. Our re-cast private client offer is stabilising as we enter FY26.

Although in-Period revenue in T-three and Kiddy & Partners, our talent assessment, development and cultural change consultancy businesses contracted, they continue to attract significantly sized clients buying dual services, with particular focus on scalable products to high growth clients.

In the meantime, we saw a good performance from our legal services pension team and our pension trustee business, Entrust which, together, grew revenue by 11.7%. These teams generate relatively predictable revenue streams and are a further example of deliberately designed resilience in our model.  The pensions sector is a space in which we are keen to make further investment to service the increasing number of pension schemes looking to complete all liability buy-outs, and/or out-source management of their pension schemes to organisations like Entrust.

Consultancy revenue contracted by 10.0% but still represents 30.9% (FY24: 30.8%) of the People Platform revenue.

Property Platform

This Platform is focused on clients' activities in real estate development and investment and in the built environment in the widest sense.

This remains our most diverse and mature Platform and we maintain our view that the range of expertise now housed on this Platform puts us in a strong position to compete directly with the well-established, multi-disciplinary property consultancies. Despite a challenging backdrop for the property sector generally, revenue on our Property Platform grew by 3.9% to £94.5m during FY25 (FY24: £91.0m) with organic growth of 1.3%. Contraction in margin contribution is attributable to reduced activity in some segments of the Platform which have been, or are, being rationalised and strategic investment in headcount in some of our busy, specialist teams.

In commercial real estate, despite a continuing caution dominating for most of the year, we still generated a 3.2% like-for-like revenue increase. We maintain a focus on both investment and development work and remain a market-leader in the warehousing and distribution sector. Rationalisation of parts of our commercial real estate team, allied to other operational efficiencies in play, will improve overall margin contribution going forward. 

Whilst transactional activity in the wider commercial property market has declined over the last few years, we continue to see an increase in non-transactional advisory and dispute resolution services. This includes helping our wide range of residential development clients navigate regulation under the high-profile Building Safety Act (post-Grenfell) and advising on related remediation projects. This is long-dated, specialist work in which we continue to invest. Our construction team had another record year and activity levels remain good. Elsewhere, prevailing market conditions have resulted in an increase in work relating to the exit of commercially onerous contracts.

In our house-builder team, we continue to act for all of the top developers, many of whom have consolidated their adviser panels in favour of larger providers, such as Gateley, who cover all the key requirements. This should result in more work for the team, allied to perceived tailwinds in the Government's housing policy.  Therefore, we continue to invest in both headcount and system development for this team to maintain its market-leading position. Our clients need to continue to build and sell and have other areas for which they require our services.  This includes shared ownership framework agreements, bulk sales to housing associations and build-to-rent investors and housing-led urban regeneration. Our unique combination of legal and consultancy services offers whole project life cycle advice to our clients. 

In consultancy services, Gateley Smithers Purslow ("GSP"), who deliver specialist services to the property insurance major loss claims market, contributed revenue of £19.5m (FY24: £17.6m), representing annualised growth for that business of 10.3%. 

Our acquisition of surveyors Richard Julian and Associates Limited ("RJA"), in July 2023 extended our reach to organisations that deliver affordable housing, a resilient sector underpinned by high levels of grant to support delivery of the Government's housing targets. RJA also has specialists in major loss property claims, which enhances related expertise in both GSP and Gateley Vinden. RJA has had an excellent first full year in Group, as annualised revenues grew on a like-for-like basis by 28.0%.

Consultancy revenue grew by 2.8% and now represents 40.1% (FY24: 40.4%) of the Property Platform revenue.

Current trading and outlook

Trading to date in FY26 is in-line with market expectations, reflecting good activity levels as we enter FY26, the resilience across all four Platforms and the increasing visibility of our historic growth investments coming through. This gives us confidence as we move through FY26, however, the Board is conscious that macro indicators continue to point to ongoing volatile market conditions, at least in the near term, which we will monitor and adjust for as appropriate. 

We continue to look through potential macro volatility in how we choose to allocate capital for sustainable, long-term profitable growth, encouraged by the patient investment made by us in specialist services which returned well for us in FY25 and are carrying good momentum into FY26. In parallel, the Board's operational focus is on enhancing existing revenue and realising operational efficiencies which will further contribute to our ambition to deliver operating margins to at least 13.5%, over the near term.

Our uniquely diverse business model has proved its designed resilience consistently since its inception in 2015. Looking forward, we remain committed to further accelerating our growth both organically and in-organically through appropriately flexed investment in-line with strategy and disciplined active management, all focused upon enhancing returns to our key stakeholders.

Rod Waldie

Chief Executive Officer

14 July 2025

CHIEF FINANCIAL OFFICER'S REVIEW

Financial overview

The Group has again grown revenue and carefully managed its costs throughout FY25. 

In an increasingly cost-conscious market and challenging economic environment, we have successfully maintained our adjusted operating profit margin alongside strengthened activity levels across all four Platforms, we enter FY26 feeling confident of improved profitability set against a near-term margin improvement plan.

We have increased our access to debt for further growth and expansion of the Group. Renewal of our revolving credit facility to £80m was a significant task to complete in the last month of our financial year but we were pleased to double the number of supportive lenders to the business from two to four.

Revenue and activity levels

Group total revenue grew by 4.1% (FY24: 6.0%) to £179.5m (FY24: £172.5m), including 2.8% organically.  Revenue from core legal service lines grew organically by 2.2% (FY24: 0.8%) predominantly due to the £3.6m increase in revenue in the Business Services platform, while organic revenue growth from consultancy businesses was 4.5% (FY24: 9.1%). Consultancy revenues of £52.0m (FY24: £49.9m) now represent 29.0% (FY24: 28.9%) of total revenue, demonstrating our strategy to build and diversify into a broader professional services group, and further enhance our unique offering to clients.

Fee earner utilisation levels during FY25 increased to 87% (FY24: 83%).

	Business Services £m	Corporate £m	People £m	Property £m	Total £m
Activity levels by Platform
FY25	80%	86%	92%	89%	87%
FY24	78%	80%	75%	88%	83%
FY23	84%	83%	76%	95%	89%

Costs and margins

As activity levels improve and the mix of work benefits from increased returns from new areas of investment, and enhanced levels of recurring revenue, we are starting to see prior year fee rate increases work through into improved recoveries. This, alongside a greater focus on  governance, systems and training in price setting and negotiation, will continue to progressively increase margin returns.

Average staff headcount has increased by 2.3% from 1,536 to 1,571 total staff.  Average professional staff headcount within this period have decreased slightly by 1,068 to 1,066.  So, whilst overall headcount grew modestly, greater returns were generated from our staff base as shown by the earlier increased utilisation. 

Personnel costs as a percentage of revenue in FY25 reduced to 62.4% (FY24: 62.9%), excluding IFRS 2 share-based payment charges of £1.4m (FY24: £1.6m) and staff reorganisation costs of £1.9m (FY24: £1.2m) which are both disclosed as non-underlying items. We continue to sensibly manage this key metric as market conditions improve. 

Other operating expenses increased from 22.5% in FY24 to 23.1% in FY25, due mainly to the investment in IT systems, ancillary costs overheads relating to higher employee numbers, inflationary cost rises and a full year cost contribution from RJA.

Underlying operating profit

The Group recorded £20.9m of underlying operating profit (FY24: £20.3m). Whilst we have continued to strategically invest across the business in our legal and consultancy teams, the decrease in personnel costs as a percentage of revenue has fully offset the increase in overheads referred to earlier. Our underlying trading margins have stabilised at 11.7% (FY24: 11.7%) as we see our historic and current internal initiatives start to reverse the trend of recent years and we look forward to enhancing margins in the future.

Underlying operating profit excludes amortisation of acquisition related intangibles, all share-based charges and exceptional acquisition related items, including the acquisition accounting treatment of consideration payments on acquisitions being reclassified as employment costs in the income statement, as well as gains on bargain purchases arising from the related acquisition accounting.  Underlying operating profit has been calculated as an alternative performance measure in order to provide a more meaningful measure and year-on-year comparison of the profitability of the underlying business.

There has been an acceleration of un-expensed contingent consideration treated as remuneration following the successful integration and transition to the retained management teams in GSP and RJA, arising from the retirement of a key shareholder in each that was present on acquisition. This will result in lower than forecast contingent consideration treated as remuneration costs in FY26 and FY27.

Extract of UK statement of comprehensive income	2025	2024
	£'000	£'000
Revenue	1 79,499	172,492
Operating profit	3 ,982	11,177
Operating profit margin (%)	2 .2	6.48
Reconciliation to alternative performance measure: underlying operating profit
Operating profit	3 ,982	11,177
Non-underlying items
Amortisation of intangible assets	2,696	2,483
Share based payment charge - Gateley Plc	1,375	1,625
Share based payment charge - Gateley RJA Limited	-	61
Contingent consideration treated as remuneration	10,928	6,956
Gain on bargain purchase	-	(3,609)
Acquisitions costs	13	37
Reorganisation costs	1,924	1,159
One off remuneration charge - Gateley RJA Limited	-	367
Underlying operating profit	20,918	20,256
Adjusted underlying operating profit margin (%)	11.7	11.7

Earnings Per Share (EPS)

Basic EPS decreased by 86.8% to 1.02p (FY24: 20.8% to 7.74p).  Basic EPS before non-underlying and exceptional items decreased by 7.5% to 13.34p (FY24: decreased by 13.7% to 14.42p). Diluted EPS decreased by 86.6% to 1.02p (FY24: increased by 19.9% to 7.63p).  Diluted EPS before non-underlying and exceptional items decreased by 6.3% to 13.31p (FY24: decreased by 12.8% to 14.20p).

Share option schemes

Over 65% of our people are existing share or option holders in the Group.  The Board remains committed to providing its people with the opportunity to own shares in the Company primarily through the continued issuance of restricted shares awards ("RSAs") across senior leaders within the Group and our Save As You Earn ("SAYE") all staff share scheme. Such share ownership promotes strong alignment with the Group's external shareholders, improves our attraction to like-minded recruits and is reflective of Gateley's culture of long-term ownership.  The RSAs, which vest on receipt, are subject to a five-year non-dealing restriction and are forfeited should employment cease within that period. 

Long-Term Incentive Plan awards ("LTIP") over 837,500 Ordinary Shares failed to vest on 27 April 2025 following the conclusion of LTIP awards due to profit related performance conditions not meeting the minimum 5% threshold required.  Vesting period decline for 27 April 2022 LTIP awards was 8.5% being the movement between 14.54p in FY22 and 13.31p for FY25.

Profits used to calculate underlying EPS each year are disclosed below:

		2025		2024		2023	2022
		£'000		£'000		£'000	£'000
Reported profit after tax		1 ,365		1 0,074		1 2,240	23,023
Adjustments for non-underlying and exceptional items:
Amortisation of acquired intangible assets		2 ,696		2,483		2,073	1,581
Share-based payment adjustments		1 ,375		1,686		1,984	1,213
C ontingent consideration treated as    remuneration		1 0,928		6,956		6,190	3,509
Gain on bargain purchase		-		(3,609)		(1,389)	(12,380)
Reorganisation costs		1,924		1,159
One off remuneration costs		-		367		-	-
Acquisition-related costs		13		37		-	870
Tax impact of above		(484)		(391)		(168)	(94)
Underlying profit after tax		17,817		1 8,762		20,930	17,722
Weighted average number of ordinary shares for calculating diluted earnings per share	133,888,191		132,107,953		128,527,341			121,893,238
Underlying adjusted fully diluted EPS	13.31p		14.20p		16.28p			14.54p

Taxation

The Group's tax charge for the Period was £5.0m (FY24: £3.9m) which comprised a corporation tax charge of £5.8m (FY24: £4.4m) and a deferred tax credit of £0.8m (FY24: credit of £0.5m).

The deferred tax credit arises due to a combination of credits in respect of the share schemes that have vested in past years and the release of deferred tax on brands. The total effective rate of tax is 78.5% (FY24: 27.8%) based on reported profits before tax.  The increase in the effective rate of tax is as a result of the acceleration of earn-out related consideration remuneration charges, which is not allowable for corporation tax purposes.

The net deferred taxation liability has decreased to £1.8m (FY24: £2.6m) as a result of the unwinding of the deferred tax liabilities in respect of acquired intangible assets.

Dividend

The Group paid an interim dividend of 3.3p share on 31 March 2025 and proposes a final dividend at the Company's Annual General Meeting on 24 September 2025 of 6.2p (FY24: 6.2p) per share, which if approved, will be paid on 14 November to shareholders on the register at the close of business on 10 October 2025.  The shares will go ex-dividend on 9 October 2025. 

Balance sheet

The Group's net asset position has decreased by £12.8m (FY24: £2.2m) to £67.5m (FY24: £80.3m), due to the following movements:

There was a £11.3m decrease in total non-current assets from continued usage of right of use assets, ongoing amortisation of intangible assets and goodwill and an acceleration of prepaid consideration due to early retirement of vendors in Gateley Smithers Purslow and Gateley RJA.

There was a £6.8m decrease is total current assets, resulting from £3.5m reduction of trade and other receivables mainly as a result of prepaid consideration release, £4.6m decrease in cash held at the year end and a £1.3m increase in the value of contract assets ("unbilled revenue"). 

Total liabilities decreased by £5.3m primarily due to the reduction in total lease liabilities.

The Board has carefully considered the impact of macro-economic uncertainties, on the future forecasts used in assessing the value in use of the cash generating units to which the goodwill and intangibles relate and determined that, despite short term reductions, such forecasts are more than sufficient to justify the carrying value of goodwill. Therefore, as at 30 April 2025, the board concluded that the goodwill and intangible assets do not require impairment.

The Group has £46.8m (FY24: £61.6m) of retained earnings to carry forward in support of future dividends.

Cash flow

During the year, the Group increased its usage of its Revolving Credit Facility from £13m to £19m.  The renewed facility provides total committed funding of £80m until April 2028 with a £20m accordion and an optional two-year extension.  We are also pleased, as a result of the renewal, to now be working with Barclays and NatWest banks in addition to our existing banking relationships with Bank of Scotland and HSBC UK. The new facility is specifically earmarked to fund growth and expansion via acquisition together with supporting the Group's internal recirculation of equity strategy. Interest is payable on the loan at a margin of 1.25% above the SONIA reference rate.

Net cash inflows from operating activities decreasing to £13.4m (from £18.9m in FY24) due to the return of staff bonus payments for the FY24 year that were paid in FY25 and reflected in a decrease in trade and other payables. 

The Group ended the year with net debt of £6.6m (FY24: net cash £3.8m), as cash was used for equity recirculation and expansion of the group as shown in movements within working capital.  Working capital was supported by a small improvement in debtor days.

Interest income reduced as a result of the fall in bank interest rates which alongside an increase in capital expenditure on leased premises and further outflows to RJA following successful earn out achievement, all contributed to the reduction in free cashflow in the year.

	2025	2024
	£'000	£'000
Net cash generated from operations	13,3 56	18,887
Tax paid	(5 ,423)	(4,902)
Net interest received	3,471	4,043
Cash outflow from IFRS 16 leases (rental payments excluded from operating cash flows under IFRS 16)	(5,376)	(5,091)
Cash outflow paid on acquisitions	401	5,825
Purchase of property, plant and equipment	(1,526)	(1,045)
Free cash flow	4,903	17,717
Profit after tax	1,3 65	10,074
Free cash flow (%)	35 9.2%	175.9%
Adjusted free cash flow	2025	2024
	£'000	£'000
Profit after tax	1,3 65	10,074
Non-underlying operating items	14,999	7,516
Exceptional items	1,937	1,563
Underlying profit after tax	18,301	19,153
Adjusted free cash flow	26.8%	92.5%

Overall, I am pleased we have made further progress in debt collection and that working capital levels have decreased overall on the previous year by 4 days, despite a challenging market. Unbilled revenue represented 58 days of pro-forma net revenue compared to 61 days last year, and Group debtor days have decreased to 110 days of pro-forma net revenue from 111 days last year, which includes revenue from acquisitions on a full year pro-forma basis. We have made a good start to collections in FY26. Unbilled revenue recognised in the Group's statutory accounts, from time recorded on non-contingent work, remains low as a percentage of revenue and totalled just £24.9m or 13.9% of revenue recognised over the year (FY24: £23.5m or 13.6%).

Summary

With activity levels increasing, good cost management, underlying operating profit margins stabilising and the Group's recent investments starting to return we look forward to FY26 positively. Our recent acquisitions are performing well against their earn out targets and although we have rationalised some specific areas due to their subdued end markets, we feel confident about forecasting margin improvement in the near term.

This improvement will be supported by significant energy, focus and insight from our existing and new IT systems, AI and the drive towards greater efficiencies throughout the group that are laser-focused on margin and cash generation.

Share ownership rewards for our staff continue to play a significant part in our vision of wider, long-term connectivity across the Group and will deliver a significant opportunity to all staff in FY26 and beyond. 

Neil Smith

Chief Financial Officer

14 July 2025

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

for the year ended 30 April 2025

	Note	2025	2024
		£'000	£'000
Revenue	3	179,499	172,492
Other operating income		224	153
Personnel costs, excluding IFRS 2 charge	5	(112,062)	(108,490)
Depreciation - Property, plant and equipment	11	(1,303)	(1,140)
Depreciation - Right-of-use asset	11	(4,034)	(3,949)
Impairment of trade receivables and contract assets		(1,684)	(591)
Other operating expenses, excluding non-underlying and exceptional items		(39,722)	(38,219)
Operating profit before non-underlying and exceptional items	4	20,918	20,256
Non-underlying operating items	4	(14,999)	(7,516)
Exceptional items	4	(1,937)	(1,563)
		(16,936)	(9,079)
Operating profit	4	3,982	11,177
Financial income	7	4,770	4,999
Financial expense	7	(2,389)	(2,221)
Profit before tax		6,363	13,955
Taxation	8	(4,998)	(3,881)
Profit for the year after tax attributable to equity holders of the parent		1,365	10,074
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss
- Revaluation of other investments		(196)	129
- Exchange differences on translation of a foreign branch		(141)	(20)
Profit for the financial year and total comprehensive income all attributable to equity holders of the parent		1,028	10,183
Statutory Earnings per share
Basic	9	1.02p	7.74p
Diluted	9	1.02p	7.63p

The results for the periods presented above are derived from continuing operations.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 APRIL 2025

	Note		2025   £'000	2024   £'000
Non-current assets
Property, plant and equipment	11		1,806	1,583
Right of use asset	11		21,131	23,621
Investment property			-	164
Deferred tax asset	19		566	373
Intangible assets & goodwill	12		11,072	13,768
Other intangible assets	13		222	647
Trade and other receivables	15		2,559	8,368
Other investments			115	275
Total non-current assets			37,471	48,799
Current assets
Contract assets	14		24,886	23,543
Trade and other receivables	15		70,576	74,105
Cash and cash equivalents	20		12,081	16,674
Total current assets			107,543	114,322
Total assets			145,014	163,121
Non-current liabilities
Other interest-bearing loans and borrowings	16		(18,685)	-
Lease liability	22		(21,552)	(24,178)
Deferred tax liability	18		(2,409)	(2,968)
Provisions	19		(2,730)	(3,725)
Total non-current liabilities			(45,376)	(30,871)
Current liabilities
Other interest-bearing loans and borrowings	16		-	(12,908)
Trade and other payables	17		(25,935)	(33,112)
Lease liability	22		(4,230)	(4,346)
Provisions	19		(175)	(175)
Current tax liabilities			(1,794)	(1,378)
Total current liabilities			(32,134)	(51,919)
Total liabilities			(77,510)	(82,790)
NET ASSETS			67,504	80,331
EQUITY
Share capital	21		13,370	13,304
Share premium			424	35
Merger reserve			(9,950)	(9,950)
Other reserve			19,754	19,383
Treasury reserve			(2,647)	(4,012)
Translation reserve			(212)	(71)
Retained earnings			46,765	61,642
TOTAL EQUITY			67,504	80,331

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Share capital	Share premium	Merger reserve	Other reserve	Treasury reserve	Retained earnings	Foreign currency translation reserve	Total Equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 May 2023	12,664	11,846	(9,950)	15,413	(677)	48,867	(51)	78,112
Comprehensive income:
Profit for the year	-	-	-	-	-	10,074	-	10,074
Revaluation of other investments	-	-	-	-	-	129	-	129
Exchange rate differences	-	-	-	-	-		(20)	(20)
Total comprehensive income	-	-	-	-	-	10,203	(20)	10,183
Transactions with owners recognised directly in equity:
Issue of share capital	640	1,919	-	3,970	-	-		6,529
Cancellation of share premium account	-	(13,730)	-	-	-	13,730	-	-
Purchase of own shares at nominal value						(166)	-	(166)
Sale of treasury shares	-	-	-	-	4	-	-	4
Purchase of treasury shares	-	-	-	-	(3,339)	-	-	(3,339)
Recognition of tax benefit on gain from equity settled share options	-	-	-	-	-	(343)	-	(343)
Dividend paid	-	-	-	-	-	(12,335)	-	(12,335)
Share based payment transactions	-	-	-	-	-	1,686	-	1,686
Total equity at 30 April 2024	13,304	35	(9,950)	19,383	(4,012)	61,642	(71)	80,331
At 1 May 2024	13,304	35	(9,950)	19,383	(4,012)	61,642	(71)	80,331
Comprehensive income:
Profit for the year	-	-	-	-	-	1,365	-	1,365
Revaluation of other investments	-	-	-	-	-	(196)	-	(196)
Exchange rate differences	-	-	-	-	-	-	(141)	(141)
Total comprehensive income	-	-	-	-	-	1,169	(141)	1,028
Transactions with owners recognised directly in equity:
Issue of share capital	66	389	-	371	-	-	-	826
Purchase of treasury shares	-	-	-	-	(2,799)	-	-	(2,799)
Share options exercised by employees	-	-	-	-	4,164	(4,164)	-	-
Recognition of tax benefit on gain from equity settled share options	-	-	-	-	-	(90)	-	(90)
Dividend paid	-	-	-	-	-	(12,498)	-	(12,498)
Share based payment transactions	-	-	-	-	-	706	-	706
Total equity at 30 April 2025	13,370	424	(9,950)	19,754	(2,647)	46,765	(212)	67,504

The following describes the nature and purpose of each reserve within equity:

Share premium - Amount subscribed for share capital in excess of nominal value together with gains on the sale of own shares and the difference between actual and nominal value of shares issued by the Company in the acquisition of trade and assets.

Merger reserve - Represents the difference between the nominal value of shares acquired by the Company in the share for share exchange with the former Gateley Heritage LLP members and the nominal value of shares issued to acquire them.

Other reserve - Represents the difference between the actual and nominal value of shares issued by the Company in the acquisition of subsidiaries.

Treasury reserve - Represents the repurchase of shares for future distribution by Group's Employee Benefit Trust.

Retained earnings - All other net gains and losses and transactions with owners not recognised anywhere else.

Foreign currency translation reserve - Represents the movement in exchange rates back to the Group's functional currency of profits and losses generated in foreign currencies.

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 30 APRIL 2025

	Note	2025	2024
		£'000	£'000
Cash flows from operating activities
Profit for the year after tax		1,365	10,074
Adjustments for:
Depreciation and amortisation	11/12/13	8,458	8,015
Financial income	7	(4,770)	(4,999)
Financial expense	7	1,299	1,170
Interest charge on capitalised leases	7	1,090	1,051
Equity settled share-based payments	6	706	1,686
Gain on bargain purchase	4	-	(3,609)
Acquisition related earn-out remuneration charge	4	10,928	6,956
Earn-out consideration paid - acquisition of subsidiary		(401)	(3,790)
Initial consideration paid on acquisitions		-	(2,035)
Tax expense	8	4,998	3,881
		23,673	18,400
Increase in trade and other receivables		(2,328)	(10,658)
(Decrease)/increase in trade and other payables		(6,994)	8,642
(Decrease)/increase in provisions	19	(995)	2,503
Cash generated from operations		13,356	18,887
Tax paid		(5,423)	(4,902)
Net cash flows from operating activities		7,933	13,985
Investing activities
Acquisition of property, plant and equipment	11	(1,526)	(1,045)
Cash acquired on business combinations		-	1,239
Interest received	7	4,770	4,999
Net cash generated from investing activities		3,244	5,193
Financing activities
Interest paid	7	(1,299)	(956)
Lease repayments		(5,376)	(5,091)
Receipt of new revolving credit facility, net of refinancing costs	20	5,777	6,000
Proceeds from sale of own shares		-	4
Acquisition of own shares by Employee Benefit Trust		(2,799)	(3,339)
Cash received for shares issued on exercise of SAYE/CSOP options		425	2,108
Dividends paid	10	(12,498)	(12,335)
Net cash used in financing activities		(15,770)	(13,609)
Net (decrease)/increase in cash and cash equivalents		(4,593)	5,569
Cash and cash equivalents at beginning of year		16,674	11,105
Cash and cash equivalents at end of year	20	12,081	16,674

NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation and material accounting policies

The financial information set out in this financial results announcement does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The consolidated statement of comprehensive profit and loss and other comprehensive income, consolidated statement of financial position, consolidated statement of change in equity, consolidated statement of cashflows and the associated notes have been extracted from the Group's financial statements for the year ended 30 April 2025, upon which the auditor's opinion is unqualified and does not include any statement under section 498 of the Companies Act 2006. The statutory accounts for the year ended 30 April 2025 will be delivered to the Registrar of Companies following the Annual General Meeting.

These condensed preliminary financial statements for the year ended 30 April 2025 have been prepared on the basis of the accounting policies as set out in the 2025 financial statements.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards, this announcement does not itself contain sufficient information to comply with those standards. The Group expects to publish full financial statements that comply with International Financial Reporting Standards in September 2025.

1.1 Statement of Directors responsibilities

The Directors confirm that, to the best of their knowledge, this condensed set of consolidated financial statements have been prepared in accordance with the AIM Rules.

1.2 Cautionary statement

This document contains certain forward-looking statements with respect of the financial condition, results, operations and business of the Group.  Whilst these statements are made in good faith based on information available at the time of approval, these statements and forecasts inherently involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.  There are a number of factors that could cause the actual results of developments to differ materially from those expressed or implied by these forward-looking statements and forecasts.  Nothing in this document should be construed as a profit forecast.

2. Going concern

Having reviewed the Group's forecasts, which includes an analysis of both short term cash flow

forecasts and longer term cash flow forecasts, the risk and uncertainties surrounding the current and

future demand for legal services, and other reasonably possible variations in trading performance, mitigating actions available to management the Group expects to be able to operate within the Group's financing facilities.

The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Chief Financial Officer's review, together with the financial position of the Group, its cash flows, liquidity position and borrowings. Financial projections have been prepared to October 2026 which show positive earnings and cash flow generation.  The Group typically applies sensitivities (informed by the past experiences of the Group since the onset of the pandemic, including the Group's time recording activity, fee generation and cash collections) to any current financial projections based on various downside scenarios to illustrate the potential impact from a downturn in client activity or any increases in costs.

This process included a reverse 'stress test' used to inform downside testing which identified the break point in the Group's liquidity. Whilst the sensitivities applied do show an expected downside impact on the Group's financial performance in future periods, in all scenarios modelled the board have identified the appropriate mitigating actions in order for the Group to maintain a robust balance sheet and liquidity position.  In addition, the board have also considered mitigating actions such as lower capital expenditure, reductions in personnel and overhead expenditure and other short-term cash management activities within the Group's control as part of their assessment of going concern.

The Group continues to work closely with its supportive banks, extending the club of banks when renewing the three-year revolving credit facility in period, of which £19m was drawn down at 30 April 2025, with committed funding of £80m through to April 2028. As at 30 April 2025 the Group has net debt of £(6.6)m and continues to sensibly manage its cash position within permitted covenants relating to its facility.

The Group expects to be able to operate within the Group's existing financing facilities for the foreseeable future and currently demonstrates significant debt capacity headroom based on its strong financial performance.  Accordingly, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future and at least 12 months from the approval of these financial statements.

Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3. Revenue and operating segments

The Chief Operating Decision Maker ("CODM") is the Strategic Board. The Group have the following four strategic divisions, comprising both legal and consultancy services, which are its reportable segments, and referred to as it's platforms. 

The following summary describes the operations of each reportable segment as reported up to 30 April 2025 and also the new service lines:

Reportable segment/Platforms	Legal service lines	Consultancy service lines
Corporate	Banking Corporate Restructuring advisory Taxation	GEG Services Gateley Global
Business services	Austen Hays Commercial Dispute Resolution Complex International Litigation IP and commercial Regulatory Reputation, media and privacy law	Adamson Jones Symbiosis IP
People	Employment Pension Private client	Entrust Pension Kiddy and Partners T-three
Property	Real Estate Residential Development Construction Planning Real Estate Dispute Resolution	Capitus Hamer/Persona RJA Smithers Purslow Vinden

The revenue and operating profit are attributable to the principal activities of the Group.  A geographical analysis of revenue is given below:

	2025	2024
	£'000	£'000
United Kingdom	167,803	156,760
Europe	5,402	9,016
Middle East	1,205	1,797
North and South America	1,871	2,478
Asia	2,352	1,878
Other	866	563
	179,499	172,492

The Group has no individual customers that represent more than 10% of revenue in either the 2025 or 2024 financial year. The Group's assets and costs are predominately located in the UK save for those assets and costs located in the United Arab Emirates (UAE) via its Dubai subsidiary.  Net Group assets of £0.07m (2024: Net Group assets of £0.09m) are located in the Group's Dubai subsidiary.  Revenue generated by the Group's Dubai subsidiary to customers in the UAE totalled £1.20m (2024: £1.80m) as disclosed above as due from the customers in the Middle East.

2025

	Business Services	Corporate	People	Property	Total
	£'000	£'000	£'000	£'000	£'000
Segment revenue from services transferred at a point in time	6,456	16,677	7,103	19,667	49,903
Segment revenue from services transferred over time	21,995	22,334	10,438	74,829	129,596
Total segmental revenue	28,451	39,011	17,541	94,496	179,499
Segment contribution (as reported internally)	8,668	16,321	5,475	31,392	61,856
Costs not allocated to segments:
Other operating income					224
Personnel costs					(19,849)
Depreciation and amortisation					(8,458)
Other operating expenses					(15,551)
Share based payment charges					(1,375)
Consideration treated as remuneration					(10,928)
Exceptional items					(1,937)
Net financial expense					2,381
Profit for the financial year before taxation					6,363

2024

	Business Services	Corporate	People	Property	Total segments
	£'000	£'000	£'000	£'000	£'000
Segment revenue from services transferred at a point in time	5,648	15,845	7,918	18,936	48,347
Segment revenue from services transferred over time	19,241	21,219	11,636	72,049	124,145
Total segmental revenue	24,889	37,064	19,554	90,985	172,492
Segment contribution (as reported internally)	7,523	13,975	5,772	33,240	60,510
Costs not allocated to segments:
Other operating income					153
Personnel costs					(18,087)
Depreciation and amortisation					(8,015)
Other operating expenses					(16,788)
Share based payment charges					(1,686)
Gain on bargain purchase					3,609
Contingent consideration treated as remuneration					(6,956)
Exceptional items					(1,563)
Net financial expense					2,778
Profit for the financial year before taxation					13,955

Group entities may be engaged on a contingent basis; in such cases the Group considers the satisfaction of the contingent event as the sole performance obligation within the contract. Fees are only billed once the contingent event has been satisfied. The initial financing of these engagements is met by the Group. Due to the nature and timing of the billing, such engagements influence the contract asset balance held in the balance sheet at year end. In the majority of cases the contingent event is expected to be concluded within one year of the engagement date. The Group operates standard payment terms of 30 days. £10.2 million (2024: £11.1m) of the current period revenue is derived from services satisfied, in part, in the previous period.

Services transferred over time

For non-contingent engagements, fee earners' hourly rates are determined at the point of engagement with all hours attributed to the engagement fully and accurately recorded. The recorded hours are then translated into fees to be billed and invoiced on a monthly basis. The Group typically operates on 30 days credit terms, in line with IFRS 15 the performance obligations are fulfilled over time with revenue being recognised in line with the hours worked.

Contract assets

Under IFRS 15 the Group recognises any goods or services transferred to the customer before the customer pays consideration, or before payment is due, as a contract asset. These assets differ from accounts receivables. Accounts receivable are the amounts that have been billed to the client and the revenue recognised, whereas these contract assets are amounts of work in progress where work has been performed, yet the amounts have not yet been billed to the client. Due to the nature of the services delivered by the Group the significant component of the cost of delivery is staff costs. As a result, there is little to no judgement exercised in determining the costs incurred as they are driven by the time recorded by fee earners.  Contract assets are subject to impairment under IFRS 9.

No other financial information has been disclosed as it is not provided to the CODM on a regular basis.

Contract Liabilities

Under IFRS 15 the Group is required to recognise contract liabilities based on those amounts recognised against contracts for which the satisfaction of performance obligations has not yet been met. These liabilities relate to the deferred income recognised within Kiddy & Partners, T-three Consulting Limited and GEG Services Limited as a result of their billing structure. The amounts recognised reflect the agreed cost of the services to be performed and are realised in line with the ongoing cost of delivery. Due to the nature of the services provided, the main component of this cost of delivery is staff costs, as a result there is little to no judgement exercised in determining the value of the liability held at year end.

Practical expedients under IFRS 15

Under IFRS 15 companies are required to disclose the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period. However, only a small proportion of revenue contracts in issuance are for fixed amounts, rather the company has a right to consideration from the customer in an amount that corresponds directly with the value to the customer of the business' performance completed to date. Therefore, the Group considers it impractical to estimate the potential value of unsatisfied performance obligations and has elected to apply the practical expedient available under IFRS 15.

4. Expenses and auditor's remuneration

Included in operating profit are the following:

	2025	2024
	£'000	£'000
Depreciation on tangible assets (see note 11)	1,303	1,140
Depreciation on right-of-use asset (see notes 11 and 22)	4,034	3,949
Short term and low value lease payments (see note 22)	88	76
Operating lease costs on property (see note 22)	117	116
	2025	2024
	£'000	£'000
Non-underlying items
Amortisation of acquisition related intangible assets (see note 12)	2,696	2,483
Share based payment charges - Gateley Plc	1,375	1,625
Share based payment charges - Gateley RJA Limited	-	61
Gain on bargain purchase	-	(3,609)
Consideration treated as remuneration	10,928	6,956
	14,999	7,516
Exceptional items
Acquisition costs	13	37
One off remuneration charge - Gateley RJA Limited	-	367
Reorganisation costs	1,924	1,159
Total non-underlying and exceptional items	16,936	9,079

Consideration treated as remuneration: such charges are treated as non-underlying in order to reflect the commercial substance of the transaction. All former vendors who remain employed by the group are paid at market rates and the earn-out remuneration is a function of the interpretation of IFRS, and related emerging guidance only. 

Acquisition costs relate to third-party professional fees in connection with prospecting and completing acquisitions during the period.

Share based payment charges in Gateley Plc represent charges in accordance with IFRS 2 in respect of unexercised SAYE, CSOP, LTIP and RSA schemes (See note 6).

Share based payment charges in Gateley RJA Limited represent shares awarded to staff following the successful acquisition of the Company (See notes 5 and 6).

Reorganisation costs relate to restructuring and integration projects around the group.

Auditor's remuneration

	2025	2024
	£'000	£'000
Fees payable to the Company's Auditor in respect of audit services:   Audit of these financial statements	126	115
Audit of financial statements of subsidiaries of the Company	25	23
	151	138
Amounts receivable by the Company's auditor and its associates in respect of:
Other assurance services	47	37

Other assurance services relate to Solicitors Accounts Rules review with associated reporting to legal regulators. This work is entirely assurance focused.

5. Personnel costs

The average number of persons employed by the Group during the year, analysed by category, was as follows:

	Number of employees
	2025	2024
Legal and professional staff	1,066	1,068
Administrative staff	505	468
	1,571	1,536

The aggregate payroll costs of these persons were as follows:

	2025	2024
	£'000	£'000
Wages and salaries	97,467	94,402
Social security costs	11,515	10,928
Pension costs	3,080	3,160
	112,062	108,490
Non-underlying items (see note 4)
Share based payment expense - Gateley Plc	1,375	1,625
Share based payment expense - Gateley RJA Limited	-	61
	113,437	110,176

6. Share based payments

Group

At the year end the Group has twelve unexercised grants across four different equity-settled share based payment schemes.

Save As You Earn scheme ('SAYE')

The Group operates a HMRC approved SAYE scheme for all staff.  Options under this scheme will vest if the participant remains employed for the agreed vesting period of three years.  Upon vesting, each option allows the holder to purchase the allocated ordinary shares at a discount of 20% of the market price determined at the grant date.

Company Share Option Plan ('CSOP')

The Group operates an HMRC approved CSOP scheme for associates, senior associates, legal directors, equivalent positions in Gateley Group subsidiary companies and Senior Management positions in our support teams.  Options under this scheme will vest if the participant remains employed for the agreed vesting period of three years.  Upon vesting, each option allows the holder to purchase the allocated ordinary shares at the price on the date of grant.

Long Term Incentive Plan ('LTIP')

The Group operates an LTIP for the benefit of Executive Directors and Senior Management.  Awards under the LTIP may be in the form of an option granted to the participant to receive ordinary shares on exercise dependent upon the achievement of profit related performance conditions.

Performance conditions

Options granted under the LTIP are only exercisable subject to the satisfaction of the following performance conditions which will determine the proportion of the option that will vest at the end of the three-year performance period.  The awards will be subject to adjusted fully diluted earnings per share performance measure as described in the table below:

Adjusted, fully diluted earnings per Share Compound Annual Growth Rate (CAGR) over the three year period ending 30 April 2025/26	Amount Vesting %
Below 5%	0%
5%	25%
Between 5% and 10%	Straight line vesting
Above 10%	100%

The options will generally be exercisable after approval of the financial statements during the year of exercise. The performance period for any future awards under the LTIP will be a three-year period from the date of grant.  Vested and unvested LTIP awards are subject to a formal malus and clawback mechanism.

Restricted Share Award Plan ('RSA')

The Group operates an RSA for the benefit of Senior Management. Awards under the RSA entitle the option holder to participate in dividends however, the shares are restricted for a period of 5 years from issue, such that they cannot be traded.

The annual awards granted under all schemes are summarised below:

	Weighted average remaining contractual life	Weighted average exercise price	Originally granted	Lapsed/exercised at 30 April 2024	At 1 May 2024	Granted during the year	Lapsed during year	Exercised in the year	At 30 April 2025
			Number	Number	Number	Number	Number	Number	Number
SAYE
SAYE 20/21 - 6 November 2020	0 years	£1.02	2,337,197	(1,966,215)	370,982	-	(170,346)	(200,636)	-
SAYE 21/22 - 25 August 2021	0 years	£1.70	673,077	(391,813)	281,264	-	(277,242)	-	4,022
SAYE 22/23 - 22 September 2022	0.4 years	£1.55	1,070,154	(465,305)	604,849	-	(151,660)	-	453,189
SAYE 23/24 - 3 November 2023	1.5 years	£1.14	1,801,308	(95,668)	1,705,640	-	(400,282)	-	1,305,358
SAYE 24/25 - 18 September 2024	2.5 years	£1.12	-	-	-	938,984	(72,315)	-	866,669
			5,881,736	(2,919,001)	2,962,735	938,984	(1,071,845)	(200,636)	2,629,238
CSOPS
CSOPS  20/21 - 7 July 2020	0 years	£1.35	976,797	(742,095)	234,702	-	(70,999)	(163,703)	-
CSOPS 22/23 - 14 December 2022	0.6 years	£1.74	300,000	(50,000)	250,000	-	(25,000)	-	225,000
			1,276,797	(792,095)	484,702	-	(95,999)	(163,703)	225,000
LTIPS
LTIPS - 27 April 2022	0.0 years	£0.00	1,115,000	(225,000)	890,000	-	(52,500)	-	837,500
LTIPS 23 Feb 2023	0.8 years	£0.00	1,320,000	(190,000)	1,130,000	-	(30,000)	-	1,100,000
			2,435,000	(415,000)	2,020,000	-	(82,500)	-	1,937,500
RSA
RSA - 27 April 2022	2.0 years	£0.00	1,422,560	(237,500)	1,185,060	-	(25,000)	-	1,160,060
RSA - 22 February 2023	2.8 years	£0.00	1,175,000	(237,500)	937,500	-	(150,000)	-	787,500
RSA - 21 September 2023	3.4 years	£0.00	790,131	-	790,131	-	(29,155)	-	760,976
RSA - 24 July 2024	4.2 years	£0.00	-	-	-	3,198,327	(72,464)	-	3,125,863
RSA - 6 February 2025	4.8 years	£0.00	-	-	-	151,882	-	-	151,882
			3,387,691	(475,000)	2,912,691	3,350,209	(276,619)	-	5,986,281

Fair value calculations

The award is accounted for as equity-settled under IFRS 2.  The fair value of awards which are subject to non-market based performance conditions is calculated using the Black Scholes option pricing model.  The inputs to this model for awards granted during the financial year are detailed below:

	SAYE	RSA	RSA
Grant date	18/09/2025	24/07/2024	06/02/2025
Share price at date of grant	£1.36	£1.355	£1.36
Exercise price	£1.12	£nil	£nil
Volatility	29%	27%	27%
Expected life (years)	3.3	5.0	5.0
Risk free rate	3.648%	3.945%	4.170%
Dividend yield	5.75%	0.00%	0.00%
Fair value per share
Market based performance condition	-
Non-market based performance condition/no performance condition	£0.29	£1.355	£1.36

Expected volatility was determined by using historical share price data of the Company since it listed on 8 June 2015. The expected life used in the model has been based on Management's expectation of the minimum and maximum exercise period of each of the options granted.

The total charge to the Consolidated Statement of Profit and loss and Other Comprehensive Income for all schemes now in place, included within non-underlying items, is £1,375,000 (2024: £1,686,000).  Of this charge, £706,000 relates to schemes outlined in the table above, with a corresponding credit taken to the Consolidated Statement of Changes in Equity. The remainder relates to one-off awards that have been expensed in the Consolidated Statement of Profit and loss and Other Comprehensive Income as they were exercised immediately.

7. Financial income and expense

Recognised in profit and loss

	2025	2024
	£'000	£'000
Financial income
Interest income	4,770	4,999
Total financial income	4,770	4,999
Financial expense
Interest expense on bank borrowings measured at amortised cost	(1,299)	(1,051)
Interest on lease liability	(1,090)	(1,170)
Total financial expense	(2,389)	(2,221)
Net financial income	2,381	2,778

8. Taxation

	2025	2024
	£'000	£'000
Current tax expense
Current tax on profits for the year	5,425	4,341
Under provision of taxation in previous period	418	73
Total current tax	5,843	4,414
Deferred tax expense
Origination and reversal of temporary differences	(561)	(646)
(Under)/over provision on share-based payment charges	(284)	113
Total deferred tax expense	(845)	(533)
Total tax expense	4,998	3,881

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:

	2025	2024
	£'000	£'000
Profit for the year (subject to corporation tax)	6,363	13,955
Tax using the Company's domestic tax rate of 25% (2024: 25%)	1,591	3,489
Expenses not deductible for tax purposes	3,273	206
Under provision of taxation in previous period	418	73
Over provision on share-based payment charges	(284)	113
Total tax expense	4,998	3,881

 The Finance Act 2021 increased the main rate of corporation tax to 25% from 1 April 2023.

9. Earnings per share

Statutory earnings per share

2025

2024

Number

Number

Weighted average number of ordinary shares in issue, being weighted average number of shares for calculating basic earnings per share

133,571,424

130,127,316

Shares deemed to be issued for no consideration in respect of share based payments

316,767

1,980,638

Weighted average number of ordinary shares for calculating diluted earnings per share

133,888,191

132,107,953

2025

2024

£'000

£'000

Profit for the year and basic earnings attributable to ordinary equity shareholders

1,365

10,074

Non-underlying and exceptional items (see note 4)

Operating expenses

16,936

9,079

Tax on non-underlying and exceptional items

(484)

(391)

Underlying earnings before non-underlying and exceptional items

17,817

18,762

Earnings per share is calculated as follows:

2025

2024

Pence

Pence

Basic earnings per ordinary share

1.02

7.74

Diluted earnings per ordinary share

1.02

7.63

Basic earnings per ordinary share before non-underlying and exceptional items

13.34

14.42

Diluted earnings per ordinary share before non-underlying and exceptional items

13.31

14.20

10. Dividends

	2025	2024
	£'000	£'000
Equity shares:
Interim dividend in respect of 2025 (3.3p per share) - 31 March 2025	4,342	-
Final dividend in respect of 2024 (6.2p per share) - 8 November 2024	8,156	-
Interim dividend in respect of 2024 (3.3p per share) - 28 March 2024	-	4,338
Final dividend in respect of 2023 (6.2p per share) - 27 October 2023	-	7,997
	12,498	12,335

The Board proposes to recommend a final dividend of 6.2p (2024: 6.2p) per share at the AGM. If approved, this dividend will be paid in November 2025 to shareholders on the register at the close of business on 10 October 2025. The shares will go ex-dividend on 9 October 2025. This dividend has not been recognised as a liability in these final statements.

11. Property, plant and equipment

	Leasehold improvements	Equipment	Fixtures and Fittings	Right-of-use assets	Total
	£'000	£'000	£'000	£'000	£'000
Cost
Balance at 1 May 2023	313	7,736	6,025	40,153	54,227
Additions	-	699	346	472	1,517
Arising through business combinations	34	90	-	-	124
Disposal	-	(22)	-	(630)	(653)
As at 30 April 2024	347	8,503	6,371	39,994	55,215
Balance at 1 May 2024	347	8,503	6,371	39,994	55,215
Additions	-	802	723	1,545	3,070
Disposals	-	-	-	(1,071)	(1,071)
As at 30 April 2025	347	9,305	7,094	40,468	57,214
Depreciation and impairment
Balance at 1 May 2023	220	6,722	5,504	13,055	25,501
Depreciation charge for the year	29	823	287	3,949	5,089
Arising through business combinations	15	59	-	-	74
Eliminated on disposal	-	(22)	-	(630)	(652)
Balance at 30 April 2024	264	7,582	5,791	16,374	30,011
Balance at 1 May 2024	264	7,582	5,791	16,374	30,011
Depreciation charge for the year	29	941	333	4,034	5,337
Eliminated on disposal	-	-	-	(1,071)	(1,071)
Balance at 30 April 2025	293	8,523	6,124	19,337	34,277
Net book value
At 30 April 2024	83	921	580	23,621	25,204
At 30 April 2025	54	782	970	21,131	22,937

12. Intangible assets and goodwill

	Goodwill	Customer lists	Brands	Total
	£'000	£'000	£'000	£'000
Deemed cost
At 1 May 2023	1,550	17,261	3,518	22,329
Arising through business combinations	-	3,322	-	3,322
At 30 April 2024	1,550	20,583	3,518	25,651
Arising through business combinations	-	-	-	-
At 30 April 2025	1,550	20,583	3,518	25,651
Amortisation
At 1 May 2023	-	9,155	245	9,400
Charge for the year	-	2,248	235	2,483
At 30 April 2024	-	11,403	480	11,883
Charge for the year	-	2,461	235	2,696
At 30 April 2025	-	13,864	715	14,579
Carrying amounts
At 30 April 2024	1,550	9,180	3,038	13,768
At 30 April 2025	1,550	6,719	2,803	11,072

Within intangible assets includes a Gateley Smithers Purslow customer list asset of £3.6m (2024: £4m) which has a remaining life of 8 years, and a Gateley RJA customer list asset of £2.2m (2024: £3m) which has a remaining useful life of 3 years and 3 months. The entirety of the brand intangible relates to Gateley Smithers Purslow and has a remaining life of 12 years.

Goodwill is allocated to the following cash generating units:

	2025	2024
	£'000	£'000
Property Group
Gateley Capitus Limited	-	-
Gateley Hamer Limited	-	-
GCL Solicitors (acquisition of trade and assets)	-	-
Persona Associates Limited	40	40
Gateley Vinden Limited	934	934
Tozer Gallagher (acquisition of trade and assets)	-	-
Gateley Smithers Purslow Limited	-	-
Gateley RJA Limited	-	-
	974	974
Employment, Pensions and Benefits Group
Kiddy & Partners Limited	-	-
International Investment Services Limited	-	-
T-three Consulting Limited	-	-
	-	-
Business services Group
Gateley Tweed (acquisition of goodwill)	576	576
Adamson Jones IP Limited	-	-
Symbiosis IP Limited	-	-
	576	576
	1,550	1,550

Impairment testing

The Group tests goodwill annually for impairment. The impairment test involves determining the recoverable amount of the cash generating unit (CGU) to which the goodwill has been allocated.  The Directors believe that each operating segment represents a cash generating unit for the business and as a result, impairment is tested for each segment, and all the assets of each segment are considered.

The recoverable amount is based on the present value of expected future cash flows (value in use) which was determined to be higher than the carrying amount of goodwill so no impairment loss was recognised.

Value in use was determined by discounting the future cash flows generated from the continuing operation of the Group and was based on the following key assumptions:

·    A pre-tax discount rate of between 12% and 21% (2024: 12-21%) was applied in determining the recoverable amount. The discount rate is based on the Group's average weighted cost of capital of 10.18% and adjusted according to the risks attributable to each CGU.

·    The values assigned to the key assumptions represent Management's estimate of expected future trends and are based on both external (industry experience, historic market performance and current estimates of risks associated with trading conditions) and internal sources (existing Management knowledge, track record and an in-depth understanding of the work types being performed). 

o  Revenue growth rates of between 2% to 10% (2024: 2-10%) are based on Management's understanding of the market opportunities for services provided pertaining to the industry in which each CGU is aligned. 

o  Increases in costs are based on current inflation rates and expected levels of recruitment needed to generate predicted revenue growth.

o  Attrition rates are based on the historic experience and trends of client activity over a two to three year period and applied to future fee forecasts.

o  Cash flows have been typically assessed over a five-year period which Management extrapolates cash using a terminal value calculation based on an estimated growth rate of 2%.  The expected current UK economic growth forecasts for the legal services market is 2%.

·    The Group has conducted a sensitivity analysis on the impairment test of the CGU carrying value.  The Directors believe that any reasonably possible change in the key assumptions on which the recoverable amount of goodwill is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.

13. Other intangible assets

	IT development costs £'000	Computer software £'000	Total £'000
Cost
Balance at 1 May 2023	282	1,203	1,485
Additions	-	-	-
At 30 April 2024	282	1,203	1,485
Additions	-	-	-
At 30 April 2025	282	1,203	1,485
Amortisation
Balance at 1 May 2023	40	355	395
Charge for the year	80	363	443
At 30 April 2024	120	718	838
Charge for the year	80	345	425
At 30 April 2025	200	1,063	1,263
Net book value at 30 April 2024	162	485	647
Net book value at 30 April 2025	82	140	222

The Group's amortisation policy is to amortise other intangible assets from the date they are made available for use.

14. Contract assets and liabilities

		Contract assets	Contract liabilities
		£'000	£'000
As at 30 April 2025		24,886	(198)
As at 30 April 2024		23,543	(409)

Contract assets

Contract assets consist of unbilled revenue in respect of professional services performed to date.

Contract assets in relation to non-contingent work are recognised at appropriate intervals, normally on a monthly basis in arrears, in line with the performance of the services and engagement obligations. Where such matters remain unbilled at the period end the asset is valued on a contract-by-contract basis at its expected recoverable amount.

Contract assets in relation to contingent work are recognised at a point in time once the uncertainty over the contingent event has been satisfied and all performance obligations satisfied, such that it is no longer contingent, these matters are valued based on the expected recoverable amount. Due to the complex nature of these matters, they can take a considerable time to be finalised therefore performance obligations may be settled in one period but the matter not billed until a later financial period. Until the performance obligations have been performed the Group does not recognise any contract asset value at the year end.

During the year, contract assets of £nil (2024: £nil) were acquired in business combinations.

The Group applies the simplified approach to providing for the expected credit losses on contact assets.

An impairment loss of £656,000 has been recognised in relation to contract assets in the year (2024: loss £656,000). This is based on the expected credit loss under IFRS 9 of these types of assets. The contract asset loss is estimated at 2.6% (2024: loss 2.8%) of the balance.

Contract assets recognised under IFRS 15

Under IFRS 15 the Group is required to recognise contract assets, as detailed in note 1.17.

	2025	2024
	£'000	£'000
Contract asset value at 1 May 2024	23,543	20,388
Contract asset value added in the year	21,671	24,759
Contract asset value realised in the year	(20,328)	(21,604)
Contract asset value at 30 April 2025	24,886	23,543

The Group have applied ECLs to unbilled revenue in order to account for the potential default on amounts not yet billed to the client. The ECLs have been calculated on the same basis as those applied to trade receivables.

Contract liabilities

When matters are billed in advance or on a basis of a monthly retainer, this is recognised in contract liabilities and released over time when the services are performed.

Contract liabilities recognised under IFRS 15

Under IFRS 15 the Group is required to recognise contract liabilities.

	2025	2024
	£'000	£'000
Contract liabilities at 1 May 2024	409	499
Contract liabilities gained in the year	24	879
Contract liabilities credited to P&L in year	(235)	(969)
Contract liabilities at 30 April 2025	198	409

15. Trade and other receivables

	2025	2024
	£'000	£'000
Trade receivables	57,854	58,056
Prepaid consideration subject to earn-out service conditions	2,328	6,717
Prepayments	8,901	7,249
Other receivables including insurance receivables	1,493	2,083
	70,576	74,105
Amounts falling due after one year:		£'000
Prepaid consideration subject to earn-out service conditions	2,559	8,368

Trade receivables

Trade receivables are recognised when a bill has been issued to the client, as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. Trade receivables also include disbursements.

Bills are payable within thirty days unless otherwise agreed with the client.

All trade receivables are repayable within one year.

Movement in loss allowance

	2025	2024
	£'000	£'000
Brought forward provision	(3,257)	(3,825)
Provision utilised	1,735	1,187
Charged to statement of profit and loss	(1,949)	(1,062)
Provisions released	265	443
	(3,206)	(3,257)

The Group applies the simplified approach to providing for the expected credit losses under IFRS 9. Management have also elected to apply an uplift to the IFRS 9 provision in the current year to account for the specific risks in the subsidiary entities where the application of IFRS 9 alone is not considered appropriate.

2025	Not passed due	Past due 0-30 days	Past due 31-120 days	Past due greater than 120 days	Total
Expected credit loss rate	2.41%	2.67%	3.19%	14.45%
Estimated total gross carrying amount £'000	35,668	6,575	5,358	13,395	60,996
Lifetime ECL £'000	860	176	171	1,935	3,142

2024	Not passed due	Past due 0-30 days	Past due 31-120 days	Past due greater than 120 days	Total
Expected credit loss rate	2.32%	2.53%	2.69%	14.86%
Estimated total gross carrying amount £'000	35,813	6,777	4,343	14,380	61,313
Lifetime ECL £'000	831	172	117	2,137	3,257

The carrying amount of financial assets (including contract assets but not including equity investments) recorded in the financial statements, which is net of any impairment losses, represents the Group's maximum expected exposure to credit risk.  Financial assets include client and other receivables and cash.  The Group does not hold collateral over these balances.

All the Group's trade and other receivables have been reviewed for indicators of impairment.  The specifically impaired trade receivables are mostly due to customers experiencing financial difficulties.

An impairment loss of £1,949,000 has been recognised in relation to trade receivables in the year (2024: £1,062,000). This is based on the expected credit loss under IFRS 9 of these types of assets. The trade receivables loss is estimated at 3.4% (2024: 1.7%) of the balance.

.

16. Other interest-bearing loans and borrowings

The contractual terms of the Group's interest-bearing loans and borrowings, which are measured at amortised cost, with the exception of loans to members that are held at fair value, are described below.

	2025		2024
	Fair value	Carrying amount	Fair value	Carrying amount
	£'000	£'000	£'000	£'000
Non-Current liabilities
Bank borrowings	18,685	18,685	12,908	12,908

On 11 April 2025, the Company entered into a new revolving credit facility which provides total committed funding of £80m until April 2028. Interest is payable at a margin of 1.25% above the SONIA reference rate. A commitment fee of one third of the applicable margin is payable on the undrawn amounts.

As at 30 April 2025, the Group's non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarised below:

30 April 2025	Current		Non-current
	Within 6 months	6 to 12 months	1 - 5 years	Later than 5 years
	£'000	£'000	£'000	£'000
Bank borrowings	-	-	22,249	-
Leases	2,584	2,584	19,048	4,012
Trade and other payables	9,249	-	-	-
Total	11,833	2,584	41,297	4,012

This compares to the maturity of the Group's non-derivative financial liabilities in the previous reporting period as follows:

30 April 2024	Current		Non-current
	Within 6 months	6 to 12 months	1 - 5 years	Later than 5 years
	£'000	£'000	£'000	£'000
Bank borrowings	-	14,133	-	-
Leases	2,721	2,720	19,855	7,926
Trade and other payables	12,839	-	-	-
Total	15,560	16,853	19,855	7,926

The above amounts reflect the contractual undiscounted cash flows, which may differ to the carrying values of the liabilities at the reporting date.

17. Trade and other payables

	2025	2024
	£'000	£'000
Current
Trade payables	9,249	12,839
Other taxation and social security payable	8,062	8,143
Contingent consideration	252	324
Accruals	8,174	11,397
Deferred income	198	409
	25,935	33,112

Trade payables and accruals mainly comprise amounts outstanding from trade purchases and other normal business-related costs. The average credit period taken for trade purchases is 18 days (2024: 20 days).

Other taxation and social security are comprised of payroll taxes and value added tax due to HMRC.

18. Deferred tax

Deferred tax assets and liabilities are summarised below:

Deferred tax asset

The deferred tax asset recognised in the consolidated statement of financial position represents the future tax impact of issued share based payments schemes that are yet to vest.

	Share-based payments
	£'000
At 1 May 2023	830
Credited during the year in the Consolidated income statement	(114)
Debited during the year to retained earnings	(343)
At 1 May 2024	373
Credited during the year in the consolidated income statement	283
Debited during the year to retained earnings	(90)
At 30 April 2024	566

Deferred tax liability

The deferred tax liability recognised in the Consolidated Statement of Financial Position represents the future tax impact of the Group's benefit from customer lists obtained through acquisitions.

	Customer lists
	£'000
At 1 May 2023	2,941
Arising through business combinations - Gateley RJA Limited	831
Credited during the year in the Consolidated income statement	(804)
At 30 April 2024	2,968
Credited during the year in the Consolidated income statement	(559)
At 30 April 2025	2,409

19. Provisions

	2025	2024
	£'000	£'000
Current provision
Professional indemnity provision	175	175
Total current provision	175	175
Non-current provision
Professional indemnity provision	2,093	3,088
Dilapidations provision	637	637
Total non-current provision	2,730	3,725
Total provisions	2,905	3,900

Professional indemnity estimated claim cost
	2025	2024
	£'000	£'000
Brought forward	3,263	1,010
Provisions made during the year	-	2,253
Provisions reversed during the year	(995)	-
At end of year	2,268	3,263
Non-current	2,093	3,088
Current	175	175
	2,268	3,263

The Group from time to time receives claims in respect of alleged professional negligence which it defends where appropriate but makes provision for the best estimate of probable amounts considered likely to be payable as set out above.  Inevitably, these estimates depend on the outcome and timing of future events and may need to be revised as circumstances change. A different assessment of the likely outcome in each case or of the probable cost involved may result in a different level of provision recognised.  Professional indemnity Insurance cover is maintained in respect of professional negligence claims. 

Dilapidations provision

The Group has leases for a number of offices, some of which include dilapidation clauses. The Group maintains the office buildings throughout each lease term with regular maintenance, however a cost is likely to arise at the end of the lease term in order to return the space to its original condition. Management have therefore elected to introduce a dilapidations provision to account for the future cost. The provision is based on Management's estimate of the total costs across all applicable lease to be recognised on a straight-line basis over the total lease terms.

	2025 £'000	2024 £'000
At 1 May	637	387
Provision made in the year	-	250
At 30 April	637	637

20. Net debt

	2025	2024
	£'000	£'000
Cash and cash equivalents	12,081	16,674
Debt
Total loans brought forward	(41,432)	(38,786)
Revolving credit facility - due in more than one year	(5,777)	(6,095)
New lease liability in the year	(2,634)	(1,642)
Repayment of lease liability	5,376	5,091
Total loan carried forward	(44,467)	(41,432)
Brought forward from previous year	(24,758)	(27,681)
Movement during year	(7,628)	2,923
Net debt at the year end	(32,386)	(24,758)

The changes in the Group's liabilities arising from financing activities can be classified as follows:

	Long term borrowings	Short term borrowings	Lease liabilities	Total
	£'000	£'000	£'000	£'000
1 May 2024	-	12,908	28,524	41,432
Cashflows:
Receipt of revolving credit facility	19,000	6,000		25,000
Repayments	(320)	(19,000)	(5,376)	(24,696)
Non-cash
Loan arrangement fee unwind	5	92		97
New lease liability in the year	-	-	2,634	2,634
30 April 2025	18,685	-	25,782	44,467

	Long term borrowings	Short term borrowings	Lease liabilities	Total
	£'000	£'000	£'000	£'000
1 May 2023	6,813	-	31,973	38,786
Cashflows:
Repayments	(5,000)	-	(5,091)	(10,091)
Receipt of revolving credit facility	11,000	-	-	11,000
Non-cash
Loan arrangement fee unwind	95	-	-	95
New lease liability in the year	-	-	1,642	1,642
Reclassification to short term borrowings	(12,908)	12,908	-	-
30 April 2024	-	12,908	28,524	41,432

21. Share capital

Authorised, issued and fully paid

	2025	2025	2024	2024
	Number	£	Number	£
Ordinary shares of 10p each
Brought forward	133,037,849	13,303,784	126,636,157	12,663,615
Issued to satisfy consideration in acquisition of Richard Julian and Associates Limited	299,438	29,944	1,192,163	119,216
Issued as part of contingent consideration of Gateley Smithers Purslow Limited	-	-	1,661,790	166,179
Issued on vesting of RSA	-	-	790,131	79,013
Issued on vesting of SAYE	200,636	20,064	1,591,555	159,156
Issued on vesting of LTIP	-	-	727,790	72,779
Issued on vesting of CSOPS	163,703	16,370	438,263	43,826
At 30 April	133,701,626	13,370,162	133,037,849	13,303,784

The Company has one class of Ordinary shares which carry no right to fixed income. Each share has full rights in respect to voting.

On 5 August 2024 the Company issued 299,438 10p ordinary shares to satisfy the contingent consideration on the acquisition of Richard Julian and Associates Limited.

Between 1 May 2024 and 30 April 2025 200,636 10p ordinary shares were issued upon vesting of the 2019/2020 SAYE schemes to participants.

On 27 September 2024 163,703 10p ordinary shares were issued upon vesting of the 2020 LTIP scheme to participants.

22. Leases liabilities - IFRS 16

The Group has leases for offices, vehicles and some IT equipment, with the exception of short-term leases and leases of low-value assets each lease is held on the balance sheet as a right-of-use asset and corresponding lease liability. Property leases have a remaining term of one to ten years. Leases of vehicles and IT equipment have a term of three to five years. Lease payments on all those recognised on the balance sheet are fixed. Unless there is a contractual right for the Group to sublet the asset to a third party, the right of use asset can only be used by the Group.

The table below provides additional information on the right-of-use assets by class of assets:

	Number of leased assets*	Average length of lease remaining	Opening lease asset £'000	Net additions £'000	Depreciation £'000	Closing lease asset £'000
Office buildings	10	4.5 years	23,239	1,375	(3,886)	20,729
Electric Vehicles	15	1.7 years	382	168	(148)	402

* Where properties within the same building are leased on a floor by floor basis on the same contractual terms, the Group has elected to treat these as a portfolio and are counted as a single leased asset within the table

Lease liabilities are presented in the statement of financial position as follows:

	2025 £'000	2024 £'000
Current lease liability	4,230	4,346
Non-current lease liability	21,552	24,178

A number of property leases held by the Group include break or termination options. The lease liability has been calculated based on the likelihood of such option being exercised. An option would only be exercised when in line with the Groups wider strategy.

In line with IFRS 16 Leases the Group has elected not to recognise a lease liability for leases with a term of 12 months or less, or for leases of low value assets. The payments made under such leases are expensed to the profit and loss on a straight-line basis. Any variable lease payments incurred are expensed as incurred.

The table below shows amounts recognised in the Statement of Comprehensive Income for short term and low value leases as at 30 April 2025:

	Property	Equipment	Total
	£'000	£'000	£'000
Expenses relating to short-term leases	117	18	135
Expenses relating to leases of low-value assets, excluding short-term leases of low value assets	-	70	70
	117	88	205

The total minimum undiscounted lease payments at 30 April 2024 under non-cancellable operating lease rentals were:

	30 April 2025 £'000	30 April 2024 £'000
Within one year	5,169	5,441
In the second to fifth year inclusive	19,048	19,855
After five years	4,012	7,926
	28,229	33,222

23. Subsequent events

The Directors are not aware of any material post balance sheet events.

Alternative performance measures

Underlying profit before tax

The Directors seek to present a measure of underlying profit performance which is not impacted by exceptional items or items considered non-operational in nature. These include non-trading, non-cash and one-off items disclosed separately in the consolidated income statement where the quantum, nature or volatility of such items are considered by management to otherwise distort the underlying performance of the Group. This measure is described as 'underlying' and is used by management to assess and monitor profit performance only at the before and after tax level.  In line with the board's wish to simplify reporting of profits, the board have moved away from reporting adjusted Earnings Before Interest Tax Depreciation and Amortisation ("EBITDA"), following the introduction of IFRS 16 'Leases'.

	2025	2024
	£'000	£'000
Reported profit before tax	6,363	13,955
Adjustments for non-underlying and exceptional items:
- Amortisation of intangible assets	2,696	2,483
- Share-based payment adjustment	1,375	1,686
- Gain on bargain purchase	-	(3,609)
- Consideration treated as remuneration	10,928	6,956
- Exceptional items	1,937	1,563
Underlying profit before tax	23,299	23,034

Amortisation of acquired intangible assets is identified as a non-cash item released to the income statement therefore such cost is removed when considering the underlying trading performance of the Group by adding to profit the annual amortisation charge.

Consideration treated as remuneration: such charges are treated as non-underlying in order to reflect the commercial substance of the transaction. All former vendors who remain employed by the Group are paid at market rates and the earnout remuneration is a function of the interpretation of IFRS, and related emerging guidance only.

The adjustment for share-based payments relates to the impact of the accounting standard for share-based compensation. The cost of all share-based schemes is settled entirely by the issue of shares where the proportions can vary from one year to another based on events outside of the businesses control e.g., share price. Under IFRS the anticipated future share cost is expensed to the income statement over the vesting period. The adjustment above addresses this by adding to profit the IFRS 2 charge in relation to outstanding share awards. This adjustment is made so that non-cash expenses are removed from profit.

Underlying operating profit

	2025	2024
	£'000	£'000
Reported operating profit	3,982	11,177
Adjustments for non-underlying and exceptional items:
- Amortisation of intangible assets	2,696	2,483
- Share-based payment adjustment	1,375	1,686
- Gain on bargain purchase	-	(3,609)
- Consideration treated as remuneration	10,928	6,956
- Exceptional items	1,937	1,563
Underlying operating profit	20,918	20,256

Cash generated from operations

a)  Free cash flows

	2025	2024
	£'000	£'000
Net cash generated from operations	13,356	18,887
Repayment of lease liabilities	(5,376)	(5,091)
Net interest received	3,471	4,043
Tax paid	(5,423)	(4,902)
Cash outflow paid on acquisitions	401	5,825
Purchase of property, plant and equipment	(1,526)	(1,045)
Free cash flows	4,903	17,717

b)  Working capital measures

	2025	2024
	£'000	£'000
WIP days
Amounts recoverable from clients in respect of contract assets (unbilled revenue)	24,886	23,543
Unbilled disbursements	3,522	5,389
Total WIP	28,408	28,932
Annualised revenue	179,499	173,312
WIP days	58	61

	2025	2024
	£'000	£'000
Debtor days
Trade receivables	57,854	58,056
Less unbilled disbursements	(3,522)	(5,389)
Total debtors	54,332	52,667
Annualised revenue	179,499	173,312
Debtor days	110	111

	2025	2024
	£'000	£'000
Gross lock-up days
Total WIP	28,408	28,932
Total debtors	54,332	52,667
Total gross lock-up	82,740	81,599
Annualised revenue	179,499	173,312
Gross lock-up days	168	172

Annualised revenue reflects the total revenue for the previous 12-month period inclusive of pro-forma adjustments for acquisitions.

The Annual report and financial statements will be posted to shareholders in due course. Further copies will be available from the Company's website: www.gateleyplc.com .

[4] The Board understands that market consensus expectations for FY26, based on the three analysts that have published research since 3rd June 2025, are for revenue of £187.2m and underlying profit before tax of £23.6m.

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