Gateley (Holdings) PLC

21 July 2026

21 July 2026

Gateley (Holdings) Plc

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

AUDITED RESULTS FOR THE YEAR ENDED 30 APRIL 2026

Continued growth and strategic progress

Gateley (Holdings) Plc (AIM: GTLY), the professional services Group, is pleased to announce its audited results for the 12 months ended 30 April 2026 ("FY26"). 

Financial highlights¹

·      Revenue increased by 8.2% to £194.3m (FY25: £179.5m); up 6.2% on an organic² basis.

·      Contribution³ increased by 11.6% to £67.7m (FY25: £60.7m) at a 34.9% margin (FY25: 33.8%), reflecting increased fee levels, while maintaining good activity levels on relatively flat fee-earner headcount.

·      Adjusted⁴ operating profit increased 2.7% to £21.5m (FY25: £20.9m) with an 11.1% margin (FY25: 11.7%), reflecting targeted investments in administrative support teams and systems, part offset by active management of variable costs.

·      Adjusted profit before tax was £21.6m (FY25: £23.3m) and adjusted EPS was 11.48p (FY25: 12.77p), driven primarily by a decrease in net interest income.

·      On a statutory basis, operating profit almost doubled to £7.5m (FY25: £4.0m) and profit before tax grew 20.4% to £7.7m (FY25: £6.4m), after deducting reduced adjusting items.

·      Net debt of £25.3m at the year end (30 April 2025: £6.6m), driven by increased working capital, alongside acquisition consideration payments, dividends paid and EBT share purchases.

·      The Board recommends a final dividend of 2.0p (FY25: 6.2p). In proposing this dividend, the Board has rebased the Group's dividend to distribute up to around 45 per cent of adjusted profits, retaining a strong payout ratio, while also placing the dividend on a more sustainable footing and providing greater flexibility to deliver both progressive dividend growth and other shareholder returns.

	12 months to 30 April 2026	12 months to 30 April 2025	Change
Revenue	£194.3m	£179.5m	8.2%
Contribution	£67.7m	£60.7m	11.6%
Adjusted operating profit	£21.5m	£20.9m	2.7%
Adjusted operating profit margin	11.1%	11.7%	(60bps)
Adjusted profit before tax	£21.6m	£23.3m	(7.1%)
Operating profit	£7.5m	£4.0m	88.4%
Profit before tax	£7.7m	£6.4m	20.4%
Adjusted EPS	11.48p	12.77p	(10.1%)
Net debt	(£25.3m)	(£6.6m)	(£18.7m)
Total dividend per share	5.3p	9.5p	(44.2%)

Operational highlights:

·      Acquisition of Groom Wilkes & Wright ("GWW") in September 2025; trading strongly and ahead of initial expectations.

·      Continued investment in our class actions proposition Austen Hays and our Dubai branch, which despite ongoing macroeconomic uncertainty, are making good progress and are expected to positively contribute to the Group in future periods.

·      Addition of 13 laterally-hired partners to reinforce strategic growth areas. Overall, the Group managed headcount carefully, with closing fee earner headcount⁵ reducing by 4.0% to 983 (FY25: 1,024).

Current trading and outlook

·      Trading in the early weeks of FY27 is in line with the Board's expectations, reflecting good activity levels as we entered the new year, resilience across all of our Platforms, and the continuing progress of our historic growth investments.

·      This in-line performance is testament to the strength of the Group's diversified business model

·      We are clear about the margin improvement opportunity and maintain our ambition to deliver adjusted operating profit margin of at least 13.5%.

·      The specific levers available to us: pricing discipline driving higher fee levels; active cost management; and the maturing of our organic growth investments, to deliver positive returns in future periods.

·      While there remains some macroeconomic uncertainty, activity levels are being maintained and the Group's diversified business model continues to offer good growth opportunities as we look through to FY27 and beyond.

 Commenting on the results, Rod Waldie, Chief Executive Officer, said:

"I am delighted to be reporting another year of growth for the Group. This year has not been without its challenges and the strength of our revenue performance, in particular, is a testament to the hard work and quality of the people within our diversified business. Some Q4 deferment and increased targeted contentious workstreams in year have masked the real progress we have made in moving towards our margin improvement ambition. We remain committed to this ambition and we look forward to reporting further progress through FY27, as we seek to further strengthen our pricing discipline whilst actively, and judiciously, managing our costs. Over previous years, we have invested significantly in a number of new growth opportunities as well as strengthening our existing client-facing and internal capabilities. We are seeing the benefits of some of these investments coming through and look forward to further positive contributions to Group performance in future periods.

As always, I would like to thank our clients for their support, and our dedicated people for their ongoing hard work, commitment and can-do attitude. As I step away from the CEO role, I am hugely proud of our unbroken revenue growth since IPO. The Group is now larger and more diversified, and is well positioned to deliver sustainable profitable growth over the coming years."

Enquiries:

Gateley (Holdings) Plc
John Paton, 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 / Satbir Kler / Izzy Anderson	Tel: +44 (0) 20 3100 2000

¹ All financial and operating highlights relate to the year ended 30 April 2026 ("FY26") and the comparative year ended 30 April 2025 ("FY25") unless otherwise specified. All rounding and percentage change calculations are from the basis of the financial statements in £'000s

² Organic revenue growth excludes Groom Wilkes & Wright ("GWW"), acquired during the year. Refer to note 3 for further information on the Group's APMs

³ Contribution is measured as revenues less direct Platform-related costs including fee-earners, direct support staff and other key direct operating expenses, including certain travel, marketing and IT expenditure, as appropriate. Refer to note 3 for further information on the Group's APMs

⁴ The Group uses alternative performance measures ("APMs") to provide stakeholders further metrics to aid understanding of the underlying trading performance of the Group. These measures exclude certain costs, including acquisition-related costs and consideration treated as remuneration, reorganisation costs and share-based payment charges. Refer to the Chief Financial Officer's Report and note 3 for further details

⁵ Fee-earner headcount refers to fee generating employees at the year end, excluding administrative support staff

⁶ Several presentational restatements were made to the prior year, including EPS, segmental reporting, trade receivables and headcount. Please see note 1 for further details

Chairman's Report

Introduction

I am pleased to present my Chairman's Report for the year ended 30 April 2026. FY26 has been a year of meaningful progress against several of the Group's strategic priorities. Our outstanding colleagues across Gateley achieved greater client impact than ever, to deliver total revenue growth of 8.2% to £194.3m (FY25: £179.5m), an all-time high for Gateley, and the eleventh consecutive year of growth since IPO.

However, profitability improvements, margin expansion, financial discipline and accelerating enhanced financial performance are now vital, in the interests of all our stakeholders. Adjusted operating profit of £21.5m (FY25: £20.9m) at an adjusted operating margin of 11.1% (FY25: 11.7%), indicates substantial untapped potential for the Group. Enhancing our governance and embedding stronger accountabilities through empowered Platform and unit heads provide solid foundations for important work to be completed at pace, including on productivity, pricing, margin enhancement, working capital management and balance sheet strength.

Looking ahead, Gateley is committed to driving forward near-term margin improvement, working unit by unit to achieve enhanced financial and performance outcomes for the benefit of all our stakeholders.

I would like to thank our clients, colleagues, investors and wider stakeholders for their continued support and look forward to delivering further successes together.

Of course, it is with disappointment that the Board recently received Rod Waldie's indication of his intention to step down as Chief Executive Officer due to personal, health-related reasons.  On behalf of the Board, I would like to thank Rod for his outstanding hard work and commitment over many years and as CEO for over the last six years. His contribution to Gateley and its leadership has been significant and we wish him all the very best for the future.  Rod will formally step down on 1 August 2026 and remain with the Group to ensure a smooth transition, and we are grateful for his continuing support of the business over the coming months.

Strategic, people and technology-enabled progress

Gateley is well placed to be nimble against a changing macroeconomic, geopolitical, regulatory and industry backdrop.  This is supported by the Group's diversified Platform model, the agility of colleagues across our units, and targeted investments to leverage technology including Artificial Intelligence.  Gateley's partnership with Jylo as part of our wider technology change programmes, and the recent appointment of Nige Tranter as our new Chief Technology Officer, provide foundations for further acceleration.

In this fast-changing operating environment, our clients need trusted advice on substantive legal and professional services matters more than ever. Gateley's strategic and operational agility make us well placed to bring the best of both an established, well governed Group with a remarkable history and heritage, together with an entrepreneurial, client-focused, nimble leadership and colleagues.  During the year, we held our first ever Group Strategy Day that brought together all members of our Board, together with senior executive colleagues from the strategic board at Gateley to align on core strategic foundations. Underpinning the Group's strategic ambitions, last year, I set out five overarching strategic themes, namely: client proposition, growth investment, colleague experience, financial foundations and strategic growth.  Across Gateley, these strategic themes will support sustainable margin improvement, profitable growth and enhanced financial outcomes that will benefit all our stakeholders.

People are at the heart of Gateley's success now and for the long term, and developing a positive, inclusive, collaborative, high performance culture, underpinned by strong values and behaviours, is critical. Gateley has a wide range of highly talented people at all levels and across business units, and we take pride in the Group's team ethos. The Group has continued to develop its colleague value proposition, and the latest staff survey provides helpful insights to drive further progress.

Gateley is recognised for its outstanding, high-quality work for clients, and this continues to strengthen. In corporate services, Gateley is a leading UK mid-market M&A legal adviser, alongside which the Property Platform is one of the largest service offerings in the market supporting all the UK's major housebuilders and a range of other property businesses. The Group has continued to add new, high potential and high-profile clients across all Platforms. In legal services, for example, the complex international recovery team was a stand-out performer in the Business Services Platform, including acting on one of the UK's top 20 cases. During the year our overall client net promoter score improved, underscoring Gateley's high quality client-centric delivery. The Group will continue to develop its high-quality client proposition and experience.

The Group's acquisition of Groom Wilkes & Wright ("GWW") in the year, which has been trading strongly and ahead of expectations since acquisition, is being integrated with the Group's other Intellectual Property businesses.  Gateley's targeted investment in the Middle East, and specific capabilities including in corporate and disputes resolution work, continue to present margin-enhancing profitable growth opportunities.  Lateral hires, team lift-outs and highly targeted, margin enhancing acquisitions remain a source of potential profitable growth, but in the near-term this will be carefully balanced with the Group's intense focus on organic growth, margin expansion and balance sheet strength.

FY26 was the first year of operation under the new Platform board structure phased in from the start of the financial year. Each of Gateley's four Platforms - Business Services, Corporate, People and Property - now operates through a Management Board on which each Business Unit is represented, reporting into a Platform head with accountability for strategic, operational and financial outturn for their Platform.

The Group remains focused on accelerated financial performance and margin improvement through a wide range of targeted initiatives.  Portfolio management reviews include improving pricing and revenue synergies across the Group, active cost management, returns from organic growth investments and operational efficiency from system investments. Work is underway across many areas, including the roll-out of the Cosine budget tool for legal services to help improve pricing discipline and fee recovery rates.  During the year, the Group successfully recast its legal services private client offer and the rationalisation of parts of the commercial real estate team, with improved results this year, while actively managing variable costs across the Group.  Through the FY27 Budget process, the appropriateness of the Group's cost base was reviewed and consequently a redundancy consultation process is underway for certain teams. Ongoing investment in AI, through Gateley's steering group to provide agile governance around product assessment, procurement and integration, has the potential to be a key enabler of improvements, including client service enhancement, colleague experience and margin benefit.

Taken together, these areas of progress reinforce the Board's confidence in the Group's ability to convert its diversified Platform model into accelerated profitable growth and sustainable margin improvement.

Governance

The Board remains dedicated to maintaining the highest standards of corporate governance and values, as is expected of a listed legal and professional services firm providing trusted advice to clients. We are committed to transparency, accountability, and fostering a culture of integrity. We continue to apply the QCA Corporate Governance Code.

The Board receives regular updates from the leadership team on the Group's performance, operations, colleagues, clients, investors and other key stakeholders, as well as the risks and opportunities we face as a business.

Board composition

During the year, the Group enhanced our Board composition, to provide greater depth and breadth of skills, experience and independent challenge, and to support the next phase of Gateley's enhanced financial performance and strategic development. Jenny Goldie-Scot and Sunil Gadhia were appointed as Independent Non-Executive Directors in July 2025.  Colin Jones stepped down from the Board following a handover period, and Joanne Lake stepped down from the Board at the AGM held on 24 September 2025 following a decade's service on the Board.

As announced on 17 September 2025, Neil Smith stepped down from his roles as Chief Financial Officer and Company Secretary on 30 April 2026. John Paton joined the Group as an Executive Director on 5 January 2026 and formally succeeded Neil as CFO with effect from 1 May 2026, following a structured handover.

On behalf of the Board, I would like to thank Neil, Joanne and Colin for their years of service and significant contributions to Gateley, and to welcome John, Jenny and Sunil to the Board as we focus on the next phase of Gateley's accelerated profitable growth journey.

During the year, the Board was also pleased to appoint Darren Drabble as Company Secretary with effect from 1 May 2026, upon Neil Smith stepping down from that role.

With Rod stepping down, Martin Pike will be appointed Interim Chief Executive Officer from 1 August 2026. Martin joined Gateley in April 2025 as an Independent Non-Executive Director and Chair of the Audit Committee. Martin brings a wealth of experience from his executive career in global professional services, including 30 years at Willis Towers Watson where he led the EMEA risk consulting and software business and was a member of the global leadership team. Martin will bring strong and experienced leadership.

The Board looks forward with confidence to working with Martin in his new role as Interim Chief Executive Officer to help Gateley deliver sustainable growth and attractive returns for all our stakeholders, while a search process to appoint a permanent Chief Executive Officer is ongoing.

Board effectiveness and shareholder engagement

During the year, reflecting both the increased scale and complexity of the Group and its market context, and the Group's commitment to effective governance, the Board took the decision to separate the responsibilities of the former Audit and Risk Committee into two standalone committees: an Audit Committee and a Risk Committee, each with independent Non-Executive Chairs with highly relevant skills and experience. This change has enabled a greater focus on the Group's key risks, mitigants and accelerating risk-adjusted performance improvement.

The Group's governance framework continues to evolve in line with best practice, ensuring robust oversight of risk management, corporate culture, compliance and capital allocation. The Group remains vigilant to emerging risks and confident in its robust governance.

The Board conducts an annual evaluation of the Board and its committees, and this year we undertook an internal evaluation, conducted by interviews with the Directors. The evaluation considered the Board's composition, balance of skills and experience, operational effectiveness and decision making, the conduct and content of meetings, engagement with shareholders and other stakeholders, and the contribution of individual Directors. Overall, I am pleased to report that the Board and its committees are operating effectively, with enhanced focus on driving financial and performance improvements for the benefit of all our stakeholders.  The Board has continued to engage actively with shareholders and is fully committed to driving shareholder value creation.

To support our commitment to strong governance, last year, for the first time in Gateley's history, all members of the Board stood for re-election at the AGM.  We are committed to continuing this, and once again this year, each member of the Board who is recommended to serve for the year ahead will stand for re-election at the 2026 AGM.

The Company's Annual General Meeting will be held at 12.00pm on 6 October 2026 at our London office, 1 Paternoster Square, London EC4M 7DX.

Responsible business

The Group's Responsible Business initiatives continue to prioritise the wellbeing of our people, our aim to be a positive force in society and in the communities we serve, and our contribution to the protection and restoration of our planet.

In FY26, the Group achieved the 14 new Responsible Business objectives launched in the Group's fifth annual Responsible Business Report published in August 2025. Highlights for the period include our EcoVadis score progression, volunteering hours, charity partnership outcomes, DE&I awards and recognition. The Group remains on track toward our commitment to reduce CO₂ emissions by 50% by 2030 and to achieve net zero by 2040, supported by our continued partnership with our carbon accounting and net zero advisers.

The Group's internal community groups continue to support an inclusive culture, together with partnerships and communities that widen access to careers in our sector. We were once again proud to be recognised externally for our equality, diversity and inclusion work during the year.

Our sixth annual Responsible Business Report, covering objectives and activity for FY26, will be published on our website and provides a detailed account of our progress and the new objectives we are setting for the year ahead.

Dividends

The Board is recommending a final FY26 dividend of 2.0p per share, to be approved by shareholders at our AGM later in the year, which alongside the 3.3p interim dividend totals 5.3p dividends per share FY26 (FY25: 9.5p).

The Board is committed to delivering a sustainable, fully covered, progressive dividend over the coming years, while investing to ensure a higher margin, profitable growth path ahead for the Group, underpinned by a strong balance sheet.  Given this, in recommending the final dividend this year, the Board have rebased the Group's dividend to distribute up to around 45 per cent of adjusted profits. The Board consider this remains a strong dividend payout demonstrating our absolute commitment to ongoing shareholder distributions, while also placing the dividend on a more sustainable footing and providing greater flexibility to deliver both progressive dividend growth and other shareholder returns.

Subject to shareholder approval at the 2026 AGM, the final dividend will be paid on 13 November 2026 to shareholders on the register at the close of business on 16 October 2026.

Summary and outlook

FY26 has been a year of meaningful progress against several of the Group's strategic priorities.  Our talented colleagues across Gateley have worked hard and Group revenue has reached an all-time high.  The Platform boards and units are now well established, governance has been strengthened, and the Group's resilient and diversified offering positions Gateley well to compete and win despite market uncertainty.  The Group's commitment to accelerating value creation is clear and actions are underway across the Group to deliver for all our stakeholders. 

On behalf of the Board, I would like to thank our clients, our shareholders, and most of all the dedicated and talented people across the Group whose hard work, commitment and can-do attitude - the very essence of Gateley - make so much possible.  I look to the future with determination and confidence.

Edward Knapp

Chairman

21 July 2026

Chief Executive Officer's Report

FY26 represents another year of revenue and adjusted operating profit growth for Gateley. Once again, against the backdrop of a year of significant external challenges and macroeconomic uncertainty, I am particularly pleased by the overall performance of the business, which delivered organic revenue growth comfortably ahead of initial expectations, reflecting a combination of strong activity levels, utilisation and the initial benefits from our pricing initiatives.

Overall, Group revenue grew by 8.2% to £194.3m (FY25: £179.5m), almost entirely on an organic basis. Adjusted operating profit grew by 2.7% to £21.5m (FY25: £20.9m), with an underlying operating profit margin of 11.1% (FY25: 11.7%), reflecting increased costs, part offset by the improved contribution margin, which was itself affected by some higher than anticipated transactional deferment in Q4, alongside an increase in targeted contentious workstreams. I discuss the in-year and prospective margin dynamics in more detail below.

On a statutory basis, profit before tax was £7.7m (FY25: £6.4m) and basic earnings per share ("EPS") was 2.21p (FY25: 1.04p). This is our eleventh consecutive year of revenue growth since IPO; an unbroken track record delivered through multiple economic cycles. The Group is now larger and more diversified than ever across legal and professional services and is well positioned to deliver profitable growth and sustainable margin improvement over the coming years.

Market overview

FY26 was overlaid by an uncertain macro backdrop. However, this backdrop was not uniform, with external events and their effects varying throughout the year. The most notable periods of uncertainty were around the UK Government's November Budget and the more recent situation in the Middle East. These factors followed what was a strong start to the year, with like-for-like fees growth of 12% by end-September. Therefore, our initial expectations at the half-year stage were for the transactional uncertainty in the build-up to the November Budget to resolve as we progressed through the second half. This proved partially true until the Middle East crisis further impacted client confidence. The overall effect has been what we believe will be a specific, short-term impact on our Dubai operations, and a broader dampening effect on transactional activity in the UK. These, coupled with concerns around the medium-term interest rate outlook, meant we have seen a range of transactional timelines either pausing or extending in Q4. Against this backdrop, to deliver 6.2% organic revenue growth is testament to the hard work and quality of our people, the strength of our market position in our key sectors and the resilience derived from the mix of services offered by our Platforms.

Looking forward, we will look to navigate any macroeconomic challenges through the strength of our diversified business model and counter-cyclical offerings. Positively, in our corporate transactional services, our expansive private equity client base has good pipelines and regulatory developments are a tailwind for a number of our service lines, exampled by the introduction of the Employment Rights Act.  Alongside this, the new presentation of our unique combination of IP consultancy services, will strengthen our go-to-market offering in these sectors and provide opportunities for further growth.

Our strategy to improve margins

The Board's medium-term ambition remains to deliver adjusted operating margins of at least 13.5%.

The headline decline in operating margins in FY26 masks the underlying progress we made in FY26 on delivering our margin improvement strategy. The visibility we have over our planned actions in FY27 and likely actions in the years to come, reinforce our confidence in meeting, or exceeding our target.

Our margin improvement strategy rests on a disciplined and consistent focus on the following key initiatives:

Returns on organic growth investments

We have made a number of growth-focussed investments over recent years, all of which are intended to unlock higher value and higher margin revenue opportunities and some of those are now bearing fruit. For example, our complex international recovery business has been deliberately enhanced over the last few years and delivered strong revenue growth in FY26 (+38%).  This team is carrying a range of strong mandates, with significant further upside potential expected through successful case outcomes in due course.

Our class actions business, Austen Hays, alongside our Dubai office, are earlier in their investment cycle. Both are making good progress, and we expect these to positively contribute to Group performance in future periods. Without these investments our operating margin in FY26 would have been over one percentage point higher.

Pricing strategy and operational improvements

As noted previously, in FY25 we undertook a comprehensive review of pricing market data and all our Platforms were challenged with positive resets against this data, which led to pricing improvements seen across the Group. Despite this, the price increases implemented to date, when benchmarked against our competitors, demonstrate further headroom is available.

Ongoing initiatives to help facilitate improvement include our investment in Cosine, the market-leading pricing and revenue management software, which is being implemented and rolled out currently in H1 FY27. This will help enable us to better assess, price and monitor client engagements and maintain our financial pricing rigour going forward.

Active cost management

As demonstrated in recent periods with the deliberate contraction in our legal services private client team and the rationalisation of parts of our commercial real estate team, Gateley Hamer and Gateley Capitus, we continue to actively manage and adapt our diversified portfolio. Further cost actions were taken through FY26 to reduce some of our under-utilised or lower margin fee-earner headcount.  Overall payroll costs as a percentage of revenues were managed to 62.2% (FY25: 62.4%), within our historic range of 60-65%.

Going into FY27, we continue to maintain our cost focus and have recently announced further proposed cost actions to reduce the size of some of our support teams, with a redundancy consultation process of up to around 40 staff currently underway. These specific cost reduction actions coupled with ongoing careful cost control, should support productivity and operational leverage alongside improving margins through FY27 and beyond.

System development and AI

Investment in technology and AI remains a core component of our margin improvement strategy. Our AI steering group, reporting directly to the strategic board, oversees the identification, prioritisation and deployment of opportunities across legal services, consultancy and business support functions. Our approach is deliberately targeted: we focus on specific workflows where automation, standardisation or enhanced decision support can deliver measurable improvements in productivity, quality, consistency and client service.

Our investment in the Jylo AI platform during FY26 marked an important milestone in moving from evaluation into operational deployment. Several workflow tools are already in production and use, with further development programmes underway across legal document review, due diligence, lease analysis, reporting and other repeatable processes. These initiatives are selected and prioritised based on anticipated business value, implementation cost and strategic fit, enabling us to scale investment responsibly whilst maintaining flexibility as technology continues to evolve.

As AI-enabled workflows are developed and deployed they allow us to deliver certain aspects of client work more quickly and consistently, improving utilisation and operational leverage, whilst also creating capacity within the existing cost base. They also provide us with opportunities to develop enhanced services, to support value-based pricing models where appropriate and where driven by client expectation, and to increase the volume and complexity of the work that our professionals can undertake. Together, these benefits are expected to contribute to both revenue growth and margin expansion over time, whilst preserving the expert judgement and specialist advice that remain at the heart of our client offering. AI will not replace that expertise; rather, it will help our people apply it more effectively and at greater scale.

Platform overview

Our success is underpinned by the diversity and quality offered within our range of legal and consultancy services through our four client-facing Platforms - Business Services, Corporate, People and Property. FY26 was the first full year of operation under our new Platform management structure, with each Platform operating through a Platform board on which each business unit is represented, reporting into a Platform head responsible for the Platform's strategic, operational and financial outturn. This structure has brought our related businesses closer together to realise external opportunities and internal objectives.

Following the year-end we also launched the consolidation of our Business Services consultancy businesses. The patent and trademark attorney businesses are now branded and operated together as Gateley IP, simplifying our go-to-market brand and structure.

The Group delivered revenue growth, both on an organic basis and including acquisitions, with two of our four Platforms delivering improved contribution margins in the year. The table below summarises revenue and contribution by Platform:

	FY26	FY25	Change
Revenue
Property	£100.6m	£93.3m	7.9%
Business Services	£34.8m	£28.2m	23.2%
Corporate	£40.4m	£39.1m	3.3%
People	£18.5m	£18.9m	(2.3%)
Total	£194.3m	£179.5m	8.2%

	FY26	FY25	Change
Contribution
Property	£35.7m	£30.2m	18.3%
Business Services	£12.5m	£8.4m	48.1%
Corporate	£14.2m	£16.4m	(13.2%)
People	£5.3m	£5.7m	(6.6%)
Total	£67.7m	£60.7m	11.6%

Property

The Property Platform makes up more than half of the Group's revenue and is focused on clients' activities in real estate development and investment and in the built environment in the widest sense. It remains our most diverse and established Platform and the range of expertise housed within it puts us in a strong position to compete directly with the well-established, multi-disciplinary property consultancies and offer services across the asset lifecycle.

Platform revenue grew by 7.9% to £100.6m (FY25: £93.3m), with improved contribution margin of 35.4% (FY25: 32.3%).

In commercial real estate, real estate dispute resolution and construction, our teams continued to contribute strongly with good demand levels through the year.  We continue to help our wide range of clients navigate regulation under the high-profile Building Safety Act and advise on related remediation projects, which remains long-dated, specialist work and an ongoing source of opportunity.

Our house-builder team continued to be the largest contributor in the Platform, and we continue to act for all of the UK's top house builders, many of whom have consolidated their adviser panels in favour of larger providers, such as Gateley, who cover all the key requirements.

Within consultancy, Gateley Smithers Purslow ("GSP"), which delivers specialist services to the property insurance major loss claims market, also remained one of the larger contributors to the Platform in the year. We continue to see opportunities across our built environment consultancies, which we expect to support sustainable revenue growth and margin improvement over time.

Business Services

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

The Business Services Platform performed strongly in the year, with revenue growing 23.2% to £34.8m (FY25: £28.2m) and 10.2% on an organic basis, excluding GWW, which was acquired in-year.  Overall contribution margin improved to 36.0% (FY25: 29.9%). The Platform built on already strong prior year performance with particular progress in our corporate dispute resolution and complex international recovery legal services businesses, where notably, we are supporting a client in one of the largest cases currently in front of the UK courts. This case, alongside other contentious workstreams at earlier stages, were material contributors to revenue growth in the year.

It is important to note that contentious workstreams have always been part of our mix and we have a strong track record in this area. We have actively invested in recent years to increase our capabilities and capacity in this highly attractive work. Within most of our contentious workstreams, revenue is generated at an attractive contribution margin (when compared to consolidated overall Group margins). The full revenue and margin benefit from some of our bigger cases crystallises upon a favourable outcome to the case in question.

Our patent and trademark attorney businesses within Adamson Jones and Symbiosis IP continued to deliver resilient, steady-recurring revenues, supported by long-dated projects where our expertise is highly valued by clients whose businesses are founded upon intellectual property that needs protecting in order to preserve value. This was further bolstered by the acquisition of GWW in the year, which is trading strongly ahead of our expectations since acquisition.  We look forward to further opportunities as we combine these three offerings as Gateley IP this year. 

Our continued strategic investment in specialist service lines including, competition litigation, class actions and international arbitration, is also delivering quality new mandates and forging strong credentials for the Group. Our specialist class action team within Austen Hays continues to progress well with good activity levels and we look forward to further progress and contributions to the Group in the coming twelve months.

Corporate

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

The Corporate Platform was most affected by the macroeconomic challenges which arose in year, with revenue growing 3.3% to £40.4m (FY25: £39.1m) and a contribution margin of 35.2% (FY25: 41.9%).

Counterbalancing the challenges to our transactional markets, our counter-cyclical restructuring advisory unit and banking teams performed well in the year and were key contributors to the Platform. Banking was a particularly strong contributor, adding a number of new banking relationships in the year whilst retaining its position on three of the four main UK clearing bank panels.

FY26 saw good overall progress from our Middle East operations despite the Q4 impact from recent events. While ongoing uncertainty in the region remains to be navigated carefully, we are pleased by the continuing progress of the team and the expanding pipeline of new opportunities and mandates across our combined corporate legal services and tax proposition. This is now supplemented by recruitment of a dispute resolution partner at a point in the cycle where disputes are a by-product of recent events in the region. Our confidence in the strength of the regional opportunity remains undimmed.

People

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

Revenue eased 2.3% to £18.5m (FY25: £18.9m), with a contribution margin of 28.9% (FY25: 30.2%).

Our employment and pensions teams continued to perform well, achieving good revenue growth in the year, driven by improved pricing and utilisation. The employment team benefits from tailwinds in UK legislation allied to a more aggressive employee strategy in most businesses, while we also continue to invest in our Dubai employment team. The pensions sector remains a space in which we are keen to make further investment to service the increasing number of pension schemes looking to complete bulk annuity buy-outs and/or out-source management of their schemes.

In year, we fully re-cast our private client offering, which was being stabilised though FY26 and, in FY27, will re-focus on core services to high-net-worth clients.

Our talent assessment, development and cultural change consultancy businesses, t-three and Kiddy & Partners, had a more challenging year as customer discretionary spend was affected in the current macroeconomic environment. The team did make good progress, however, retaining a significant number of key existing clients, whilst also securing a number of notable new project wins including a three-year global leadership programme for a leading global pharmaceutical group, and a European leadership development programme for a major Japanese automotive manufacturer.

Our colleagues

Our ability to attract, develop, reward and retain outstanding people is central to both our strategy and our continued growth. We have over 1,500 colleagues across 25 locations, of which 983 are fee earners (FY25: 1,024).

	FY26	FY25	Change
Fee-earner headcount
Property	617	626	(1.4%)
Business Services	127	129	(1.6%)
Corporate	166	178	(6.7%)
People	73	91	(19.8%)
Total	983	1,024	(4.0%)

As noted above, cost actions were taken through the year to reduce some of our under-utilised or lower margin fee-earner headcount, as reflected in the slightly reduced headcount at the end of the year. This was balanced with selective strategic hires and during the year, we made 13 hires at Partner and Partner equivalent level across the Group (FY25: 15). We also promoted 12 of our people to Partner or Partner equivalent (FY25: 16), in addition to a further 135 promotions across the Group within our fee earner and business support teams (FY25: 118).

We continue to regard our restricted share award plan ("RSA") as a powerful differentiator in attracting and retaining the best senior talent, and support for the RSA remains a firm pillar in our capital allocation policy.

As we have grown in scale and diversity over the years, maintaining a strong and connected culture remains critically important. During FY26, we continued to strengthen the Gateley brand through industry recognition, thought leadership and client engagement, whilst further embedding FRED, our AI-powered colleague intranet, as our primary internal communications platform. Alongside continued investment in colleague engagement and leadership development, these initiatives help reinforce the collaborative culture and shared values that remain central to Gateley's success, supporting colleague retention and helping align our people behind the Group's strategic priorities and growth objectives.

I would like to thank every one of our colleagues for their ongoing hard work and commitment, all of which is in the very best traditions of our Gateley Team Spirit.

Selective M&A

Since IPO in 2015, we have built significant scale and expanded our range of professional services well beyond our core legal services. Carefully targeted acquisitions have been an integral part of this diversified growth, and our proposition remains unique; the ability to deliver complementary legal and consultancy services to clients in our chosen markets.

The professional services sector continues to be fragmented and of increasing interest to private equity backed buyers, which has sustained a competitive M&A landscape during FY26.  We continued to see and appraise opportunities for further growth on each of our Platforms, via selective acquisitions across both legal and consultancy services.

The Group's acquisition of Groom Wilkes & Wright LLP ("GWW") in the year continues to integrate well into the Group and extends our reach in trade-mark work across our consultancy and legal services teams who operate in this field, while further enhancing the development of complementary business services with an IP and brands focus. GWW has performed well in the year, trading above expectations.

M&A remains a key part of our strategy for long-term margin enhancing returns, however, in the near-term our focus will be on maximising the opportunities from the fuller integration of our Intellectual Property consultancies and prioritising the maintenance of a strong balance sheet overall.

Executive changes

As previously announced on 17 September 2025, FY26 was a year of planned executive transition in the finance function. Neil Smith stepped down from his roles as Chief Financial Officer and Executive Director on 30 April 2026, after 17 years with Gateley and having served as CFO since the Group's IPO in 2015. John Paton joined the Group as CFO designate on 5 January 2026 and formally succeeded Neil as CFO with effect from 1 May 2026, following a formal transition period.

On behalf of the Board, I would like to record our sincere thanks to Neil for his exceptional service to Gateley. Neil played a significant role in Gateley's growth and transformation into the broad professional services group that we continue to build. At a personal level, Neil has been a friend and highly-valued colleague, and I am delighted that we will still be able to benefit from his experience and skills as he focuses on a range of projects supporting the Group's growth and margin strategy.

I am very pleased to welcome John to Gateley.  He is already bringing fresh perspectives and ideas to the business, from his previous professional service background and expertise, and the Board and the wider Gateley team are greatly looking forward to working with him.

I also mark the recent retirement of Nick Capell, Head of IT, and would like to thank him for his years of service and his unwavering support. I wish him well for his retirement. We are delighted to welcome Nige Tranter as Chief Technology Officer from June. Nige brings an exceptionally strong and highly relevant combination of legal-sector and financial services technology leadership, having led digital, data and AI strategy at global international law firms Orrick and Pinsent Masons. His track record includes the delivery of large-scale AI and digital transformation programmes that have generated substantial productivity gains, material cost efficiencies and enhanced commercial performance. Nige's expertise will be central to accelerating the Group's AI, technology and systems initiatives.

Finally, of course I also note my stepping back from the CEO role very shortly due to personal, health-related circumstances.  I have thoroughly enjoyed my Gateley journey throughout, and while it has been a difficult decision to step back it is the right one for my family and me.  It has been truly a privilege to be the Chief Executive Officer of Gateley over the last six years and I am incredibly proud of the progress we have made in that time. It is a fantastic business with great people committed to delivering the best possible service to our clients, and I am committed to supporting the business over the coming months to ensure a smooth transition to a new permanent CEO. 

Current trading and outlook

Trading in the early weeks of FY27 is in line with our expectations, reflecting good activity levels as we entered the new year, resilience across all four of our Platforms, and the continuing progress of our historic growth investments. This gives us confidence as we move through FY27, however, the Board is conscious that macro indicators continue to point to uncertain market conditions, at least in the near term, which we will monitor and adjust for as appropriate.

The Group is now positioned to benefit fully from prior period investments, with management focused on execution, delivery and the conversion of those investments into enhanced financial returns. The three principal levers which will drive improved performance in FY27 are:

First, a number of our earlier growth investments are now generating positive returns, and we fully expect their contribution to gather pace during FY27;

Second, we will build on the progress already made in FY26 through further improvements in fee levels and pricing discipline; and

Third, we will deliver further, targeted cost reductions in areas of under-utilisation and to seek efficiencies.

Looking forward, the resilience of our diversified model, combined with our strategy of investing in client-focussed people, AI and technology, when set alongside the actions outlined above, builds our confidence that the Group is well-positioned to deliver visible progress in FY27 and beyond.

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. The Board looks forward with confidence, and I wish Martin, the Board and the wider team every success for the future.

Roderick Waldie

Chief Executive Officer

21 July 2026

Chief Financial Officer's Report

I am pleased to present my first results since joining the Group in January, and succeeding as CFO on 1 May 2026. FY26 has been another consecutive year of good revenue growth, while navigating an uncertain macroeconomic backdrop. We enter FY27 with clear strategic priorities to deliver near-term margin improvement, alongside further revenue progress.

Financial overview

	FY26	FY25	Change
Revenue	£194.3m	£179.5m	8.2%
Contribution	£67.7m	£60.7m	11.6%
Contribution margin	34.9%	33.8%	110bps
Operating profit	£7.5m	£4.0m	88.4%
Adjusted operating profit	£21.5m	£20.9m	2.7%
Adjusted operating margin	11.1%	11.7%	(60bps)
Adjusted profit before tax	£21.6m	£23.3m	(7.1%)
Profit before tax	£7.7m	£6.4m	20.4%
Adjusted EPS	11.48p	12.77p	(10.1%)
Basic EPS	2.21p	1.04p	112.5%
Net debt	(£25.3m)	(£6.6m)	(£18.7m)

FY26 has been another year of revenue and adjusted operating profit growth for Gateley. The Group delivered revenue of £194.3m, an increase of 8.2% on FY25, comprising 6.2% organic growth plus the addition of GWW since its acquisition in September 2025.  Overall, the Group's legal businesses progressed well, with increased fee rates and maintaining good utilisation overall through the year across a broadly consistent team size.

Adjusted operating profit grew by 2.7% to £21.5m, with adjusted operating margin of 11.1% (FY25: 11.7%). The margin reflects higher operating expenses through investment in operational support and systems, alongside other operating cost increases, partially offset by the improved Platform contribution margin and some active and variable cost management actions taken in the year.

Statutory operating profit almost doubled to £7.5m (FY25: £4.0m). This improvement reflects both the growth in underlying profit and a significant reduction in adjusting cost items, principally relating to the gain on bargain purchase recognised on the acquisition of GWW in the year.

The Group ended the year with net debt of £25.3m (FY25: £6.6m) driven primarily by increased working capital levels and the cash-weighted initial payment on the acquisition of GWW.

Revenue

The Group saw revenue growth across three of the four Platforms (see note 2), against an unpredictable macroeconomic environment, demonstrating the resilience of the Group's diversified model.

The Property Platform, which represents more than half of Group revenue, grew 7.9% to £100.6m (FY25: £93.3m). Despite uncertain property market conditions in the year, this good uplift in revenue was driven by strong contributions from our residential house-builder and commercial real estate teams, with increased fee rates, while maintaining activity levels alongside selective hiring and careful fee-earner headcount management.  Within this growth, the built-environment consultancies had a more challenging year overall, rebalancing team size to market demand and delivering 36.4% (FY25: 39.3%) of the Property Platform revenue.

The Business Services Platform delivered the strongest Platform growth at 23.2%, or 10.2% on an organic basis, reflecting strong performances in legal service lines, particularly in dispute resolution and complex international recovery services, with good fee rate increases and improved activity levels in the year. The intellectual property consultancies had a mixed year with lower activity levels, bolstered by £3.7m inorganic additions from GWW. 

The Corporate Platform was most exposed to macro-driven transaction inertia in the year, both around the UK Budget in November and, again in Q4 FY26, and delivered more modest growth of 3.3% to £40.4m, with softer activity levels offset by some fee increases on last year. Within the Corporate Platform, the counter-cyclical Restructuring team and the Banking team both continued to contribute well, with the latter adding a number of new bank relationships in the year.  The Dubai office is currently corporate advice led, and grew its revenue strongly in the year despite the regional macroeconomic challenges, and continues to see new opportunities.

The People Platform revenue eased 2.3% to £18.5m, reflecting the restructuring of our Private Client team alongside a more challenging year for the consulting businesses, albeit they did add some notable clients. The Employment and Pensions teams continued to contribute well and saw good activity levels and some rates progress.

Group profitability

Total Platform contribution increased by £7.0m or 11.6% to £67.7m (FY25: £60.7m), with Group contribution margin improving to 34.9% (FY25: 33.8%), with two of the four Platforms delivering improved contribution margins in the year (see note 2). Overall, group fee-earner average activity levels were maintained, reflecting both the resilience of client demand across the Group's diversified service offering and the active management of fee-earner headcount in certain areas. This alongside Group-wide fee increases, have been key drivers in offsetting cost increases, alongside additional investments in our Dubai office and Austen Hays in the year.

The Property Platform delivered strongest Platform contribution growth of £5.5m or 18.3% to £35.7m (FY25: £30.2m), with an improved margin of 35.4% (FY25: 32.3%). In particular, good contribution progress was made in the legal businesses overall, including the residential and commercial real estate teams. Within Property, the built-environment consultancies also improved margins in a flatter year overall, through careful management of costs and utilisation.

The Business Services Platform also delivered strong Platform contribution growth up 48.1% to £12.5m (FY25: £8.5m) and margin improvement to 36.0% (FY25: 29.9%), supported by strong growth in high-margin dispute resolution, recovery services and the regulation practice. Including the addition of GWW, the consultancies contributed 29.0% of Platform revenue (FY25: 23.1%), with GWW adding strong margins and the existing consultancies having a more challenging year. We look forward to further growth through the planned combination of the intellectual property consultancies in the coming year.  The Business Services contribution margin continues to bear the investment in our Austen Hays class action team, which continues to make progress, and we look forward to it contributing positively in due course.  

Within the Corporate Platform, a number of our UK businesses continued to have some of the strongest contribution margins in the Group. Overall, the Corporate contribution margin was 35.2% (FY25: 41.9%) reflecting increased investment in our Dubai branch, alongside the elongated UK M&A transaction environment in Q2 and Q4, and the slippage of some deal-contingent fees into FY27. Despite ongoing macroeconomic challenges, our Dubai office continues to make progress, and we look forward to further growth in the year ahead.  

The People Platform margin eased slightly to 28.9% (FY25: 30.2%). Within this, our legal business progressed well and our consulting business were more impacted by client sentiment and lower discretionary spend.   

The Group recorded adjusted operating profit of £21.5m (FY25: £20.9m), representing an adjusted operating margin of 11.1% (FY25: 11.7%). Bridging the £67.7m contribution to the £21.5m of adjusted operating profit is £46.4m of expenses, offset by £0.2m of other operating income (see note 3). These expenses comprise £19.7m of adjusted personnel costs and £20.9m of adjusted other operating expenses, both not allocated to segments, £5.7m of depreciation and £0.2m amortisation of other intangible assets.

The total expenses not allocated to segments increased by £6.3m to £40.6m in the year (FY25: £34.3m), as detailed in note 3.  The increase mainly reflects the addition of operational support roles offset by variable cost management, alongside increased investment in systems, as well as some other above inflationary expense increases, including IT licence fees and project spend, insurance premiums and other professional fees.

The adjusting items, set out in note 3, decreased in the year to £14.0m (FY25: £16.9m). The most significant factor contributing to the reduction in adjusting items is the £3.0m gain on bargain purchase on the acquisition of GWW. Acquisition consideration treated as remuneration also reduced to £8.5m in FY26 compared with £10.9m in FY25. Reorganisation costs of £2.6m (FY25: £1.9m) relate to active cost management actions taken through the year as we exited lower utilised or lower margin headcount.

More recently, post year end, a further redundancy consultation process is underway, mainly focused on a proposed reduction of support staff headcount by up to around 40 heads and will be recognised similarly next year.

The share-based payment charge increased to £2.9m (FY25: £1.4m), reflecting the increased grant of 7.3m share awards and increased associated social security taxes, part offset by some lapses in the year.

The £0.8m expected credit loss ("ECL") on significantly aged trade receivables represents a direct assessment of trade receivable balances aged over three years. The historic loss rates used in the calculation of ECL do not fully cover the potential losses of trade receivables of this age. Given the one-off historical nature of this provision, it is also treated as an adjusting item to allow comparability of operating performance across reporting periods. See note 7 for further details.

Other adjusting items relate to acquisition costs incurred, largely on the purchase of GWW and the amortisation of acquired intangible assets.

On a statutory basis, operating profit almost doubled to £7.5m (FY25: £4.0m), largely reflecting the reduced level of adjusting items. 

Net finance charges

Net finance income for the year was £0.2m (FY25: £2.4m). This lower net finance income primarily reflects both the higher RCF interest cost in the year due to increased RCF drawings and increased IFRS 16 lease interest, alongside lower interest retained from client money account balances, which fell in line with lower corporate activity overall. 

Adjusted PBT eased 7.1% to £21.6m (FY25: £23.3m) reflecting this lower net finance income. Conversely, statutory profit before tax rose 20.4% to £7.7m (FY25: £6.4m) with the lower adjusting item cost primarily bridging these measures (see note 3).

Taxation

The Group's tax charge for the year was £4.7m (FY25: £5.0m), comprising a corporation tax charge of £5.2m (FY25: £5.8m) and a deferred tax credit of £0.5m (FY25: credit of £0.8m).

The adjusted effective rate of tax is 28.8% (FY25: 27.9%) and primarily reflects the UK tax rate with some foreign entity losses not available for Group relief. The statutory effective tax rate was 61.3% (FY25: 78.5%), reflecting contingent consideration treated as remuneration, which is non-deductible for corporation tax purposes.

The net deferred tax liability at 30 April 2026 was £2.4m (FY25: £1.8m), primarily reflecting the deferred tax liability on acquired intangibles, partially offset by deferred tax assets on share awards.

Earnings per share ("EPS")

On a statutory basis, basic EPS was 2.21p (FY25: 1.04p), reflecting the improvement in statutory profit after tax. Diluted EPS was also 2.21p (FY25: 1.04p). Adjusted EPS and adjusted diluted EPS was 11.48p (FY25: 12.77p), reflecting the decreased adjusted profit after tax and the weighted average share count.  The EPS calculations have been restated in the prior year to better reflect the treatment of RSAs, as set out further in note 4.

Cash flow

Cash generated from operations was £11.1m (FY25: £13.4m), after deducting acquisition consideration treated as remuneration, and other adjusting items paid. The conversion of operating profit into cashflow reflects increased working capital, as noted in the first half results, alongside acquisition payments on the completion of GWW.  

In the working capital movement, trade receivables grew by £4.8m and Group debtor days were 111 days (FY25: 110 days), both measured on a consistent pro-forma basis including revenue from acquisitions on a full-year basis (see note 7). The increase in trade receivables in the year was particularly notable in the Business Services and Property Platforms, reflecting their growth.  Renewed attention has been brought from Q4 FY26 across the wider business on outstanding receivables, with increased communications and more frequent review and follow-up. Improving cash collections remains a key focus area as we seek to drive greater working capital efficiency across the Group.

Unbilled revenue recognised in the Group's accounts rose by £2.6m to £27.5m (FY25: £24.9m), representing 62 days of pro-forma net revenue (FY25: 58 days), principally in our Business Services contentious workstreams, alongside our corporate recovery and real estate businesses.

Alongside, our litigations and class actions teams continue to progress several contingent workstreams. The majority of these workstreams are not yet recognised in revenue nor unbilled assets given their contingent nature, and do not yet offset the associated cash outflows of our relevant teams or external counsel or other costs, unless insured or part-funded.

Capital expenditure was £2.8m (FY25: £1.5m), primarily reflecting IT infrastructure projects and some office refurbishment and fit-out. 

The Group also provided £3.4m of funding to the employee benefit trust ("EBT") to purchase 2,804,789 shares at the prevailing market share price, to hold for the satisfaction of future share awards. The Group will likely fund the EBT further in the future, continuing the recycling of shares and managing award dilution.

Net interest received was £1.3m (FY25: £3.5m), reflecting the higher cost of maintaining and periodically drawing the Group's enlarged RCF, offset by monies on client funds held related to transactions. Lease payments were largely unchanged at £5.3m (FY25: £5.4m).

Dividends paid were £12.9m (FY25: £12.5m), reflecting the FY25 final dividend of 6.2p, paid in November 2025, and the FY26 interim dividend of 3.3p.

As a result, the Group increased its RCF drawn to £33.3m (FY25: £18.7m) and at the year end, the Group's net debt position was £25.3m (FY25: £6.6m). Reducing overall leverage, partly though our focus on greater working capital efficiency, is a key priority for the coming year.    

Balance sheet

The Group's net asset position at 30 April 2026 was £57.6m (FY25: £67.5m). The movement principally arises from retained profits and movements related to share awards, net of dividends paid and shares purchased in the Group's EBT.

Non-current assets increased to £40.3m (FY25: £37.5m), principally reflecting purchases of property, plant and equipment, intangibles added on the GWW acquisition and additional right-of-use asset on additional leases entered into in the year, part offset by ongoing amortisation of acquired intangibles and depreciation on right-of-use assets, and prepaid consideration on acquisitions unwind.

The Group has £33.4m (FY25: £46.8m) of retained earnings, with the decrease primarily reflecting dividend payments in the year offsetting statutory retained profits.

Dividend

The Board paid an interim dividend of 3.3p per share in March 2026 (FY25: 3.3p) and is proposing a final dividend of 2.0p per share (FY25: 6.2p) to be approved at the Company's Annual General Meeting on 6 October 2026. If approved, the final dividend will be paid on 13 November 2026 to shareholders on the register at the close of business on 16 October 2026. This takes the full-year dividend to 5.3p per share (FY25: 9.5p), representing a payout ratio of up to around 45 per cent of adjusted profits, placing the dividend on a more sustainable footing, with greater dividend cover and providing flexibility to deliver both progressive dividend growth and other shareholder returns through the cycle.

The Group's capital allocation approach has also included buying shares in recent years through the EBT, to recycle shares for future employee share awards and manage ongoing shareholder dilution. The Board will continue to consider the future use of the EBT and the potential for share buy-backs to supplement shareholder distributions and manage shareholder dilution. The Board also considers the current share price as undervaluing the Group's prospects and it is the Board's intention to appropriately balance these considerations alongside balance sheet strength and the Group's ability to invest in enablers for margin-enhancing growth going forward.

Risk management and going concern

The Group's risk management approach incorporates regular monitoring of macroeconomic and market conditions and their potential impact across all Platforms. As CFO, I have primary responsibility for maintaining oversight of developments that may affect the Group's financial performance, in close partnership with the CEO and the Board. The Risk Committee, which became a standalone committee following the separation of the combined Audit and Risk Committee in July 2025, now provides enhanced focus on the Group's risk framework, reporting directly to the Board.

In assessing the going concern basis of preparation, the Directors have reviewed the Group's current financial position, available facilities, and financial projections over a period of 12 months from the date of approval of these financial statements. Under the base case and the downside scenarios modelled, which incorporate a material deterioration in trading conditions, the Group maintains adequate liquidity and complies with its financial RCF covenants throughout the assessment period.

Having considered the above, the Directors have a reasonable expectation that the existing resources of the Group and the Company are adequate to meet their requirements through the going concern period. Accordingly, the Directors consider it is appropriate to adopt the going concern basis in preparing these financial statements.

Looking ahead

FY26 has been a year of continued growth and important strategic progress, with increased costs reducing adjusted operating margin. We are clear about the margin improvement opportunity and the specific levers available to us: pricing discipline; active cost management; and the maturing of our organic growth investments.

The investment in Cosine, the pricing and revenue management software, which is being implemented and is being rolled out currently in H1 FY27, should help enable us to better price and monitor client engagements and help maintain our financial pricing rigour going forward in our legal services business. 

Key cost actions are already in progress, including a recently internally announced redundancy programme with proposals to reduce headcount by approximately 40 roles, primarily in the business support teams. The consultation process is underway and the proposals for headcount reduction, alongside tighter discretionary spend level targets part offsetting inflationary pay and other cost base increases.  

Improving our working capital position and balance sheet strength is also a key focus through FY27.

Each of these levers has a defined runway and I look forward to being able to report progress in due course.

Trading in the early weeks of FY27 is in line with the Board's expectations, with good activity levels and the continuing resilience of our four-Platform model. The Board remains conscious of near-term macro uncertainty, which we will monitor carefully. Overall, the Group is well positioned for sustainable profitable growth and I look forward to further progress in the year ahead.

John Paton

Chief Financial Officer

21 July 2026

Consolidated statement of profit and loss and other comprehensive income

for the year ended 30 April 2026

	Note	Year ended 30 April 2026	Year ended 30 April 2025
		£'000	£'000
Revenue		194,279	179,499
Other operating income		234	224
Personnel costs		(123,690)	(113,437)
Depreciation - Property, plant and equipment		(1,340)	(1,303)
Depreciation - Right-of-use asset		(4,346)	(4,034)
Impairment of trade receivables and contract assets	6, 7	(3,753)	(1,684)
Gain on bargain purchase	5	3,025	-
Other operating expenses		(56,906)	(55,283)
Operating profit		7,503	3,982
Adjusting items	3	13,983	16,936
Adjusted operating profit	3	21,486	20,918
Financial income		3,167	4,770
Financial expense		(3,008)	(2,389)
Profit before tax		7,662	6,363
Taxation		(4,697)	(4,998)
Profit for the year after tax		2,965	1,365
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss
-     Revaluation of other investments		(85)	(196)
-     Exchange differences on translation of a foreign branch		(170)	(141)
Profit for the financial year and total comprehensive income		2,710	1,028
Earnings per ordinary share (restated)
Basic earnings per ordinary share	4	2.21p	1.04p
Diluted earnings per ordinary share	4	2.21p	1.04p

Consolidated statement of financial position

As at 30 April 2026       

	Note	As at 30 April 2026   £'000	As at 30 April 2025   £'000
Non-current assets
Property, plant and equipment		3,223	1,806
Right of use asset		22,331	21,131
Deferred tax asset		591	566
Intangible assets and goodwill		13,182	11,072
Other intangible assets		55	222
Trade and other receivables	7	931	2,559
Other investments		30	115
Total non-current assets		40,343	37,471
Current assets
Contract assets	6	27,469	24,886
Trade and other receivables	7	78,396	70,576
Cash and cash equivalents		8,017	12,081
Total current assets		113,882	107,543
Total assets		154,225	145,014
Non-current liabilities
Other interest-bearing loans and borrowings		(33,291)	(18,685)
Lease liability		(22,844)	(21,552)
Deferred tax liability		(2,953)	(2,409)
Other payables	8	(432)	-
Acquisition consideration	5	(1,050)	-
Provisions	9	(2,560)	(2,730)
Total non-current liabilities		(63,130)	(45,376)
Current liabilities
Trade and other payables	8	(27,968)	(25,935)
Lease liability		(4,279)	(4,230)
Provisions	9	(265)	(175)
Current tax liabilities		(1,011)	(1,794)
Total current liabilities		(33,523)	(32,134)
Total liabilities		(96,653)	(77,510)
Net assets		57,572	67,504
Equity
Share capital	10	13,727	13,370
Share premium		1,730	424
Merger reserve		(9,950)	(9,950)
Other reserve		20,227	19,754
Treasury reserve		(1,196)	(2,647)
Translation reserve		(382)	(212)
Retained earnings		33,416	46,765
Total equity		57,572	67,504

Consolidated cash flow statement

for the year ended 30 April 2026

	Note	Year ended 30 April 2026	Year ended 30 April 2025
		£'000	£'000
Cash flows from operating activities
Profit for the year after tax		2,965	1,365
Adjustments for:
Tax expense		4,697	4,998
Financial income		(3,167)	(4,770)
Interest on bank borrowings		1,873	1,299
Interest on lease liabilities		1,135	1,090
Depreciation - property, plant and equipment		1,340	1,303
Depreciation - right-of-use asset		4,346	4,034
Amortisation of acquired intangibles		2,090	2,696
Amortisation of other intangibles		167	425
Equity-settled share-based payments		1,709	706
Gain on bargain purchase	5	(3,025)	-
Acquisition consideration treated as remuneration	5	8,512	10,928
Employment-linked acquisition consideration paid on completion	5	(4,293)	-
Employment-linked acquisition earn-out consideration paid	5	(514)	(401)
Cash generated from operations, before movements in working capital		17,835	23,673
Increase in trade and other receivables		(8,303)	(2,328)
Increase/(decrease) in trade and other payables		1,598	(6,994)
Decrease in provisions	9	(80)	(995)
Cash generated from operations		11,050	13,356
Tax paid		(6,690)	(5,423)
Net cash flows from operating activities		4,360	7,933
Investing activities
Purchase of property, plant and equipment		(2,753)	(1,526)
Cash acquired on business combinations	5	136	-
Interest received		3,167	4,770
Net cash flows from investing activities		550	3,244
Financing activities
Interest paid		(1,873)	(1,299)
Lease repayments		(5,340)	(5,376)
Drawdown of revolving credit facility, net of refinancing costs		19,500	5,777
Loans repaid		(5,000)	-
Acquisition of own shares by Employee Benefit Trust	10	(3,350)	(2,799)
Cash received for shares issued on exercise of SAYE/CSOP options		-	425
Dividends paid		(12,911)	(12,498)
Net cash used in financing activities		(8,974)	(15,770)
Net (decrease)/increase in cash and cash equivalents		(4,064)	(4,593)
Cash and cash equivalents at beginning of year		12,081	16,674
Cash and cash equivalents at end of year		8,017	12,081

Consolidated statement of changes in equity

for the year ended 30 April 2026

	Issued share capital	Share premium	Merger reserve	Other reserve	Treasury reserve	Retained earnings	Foreign currency reserve	Total Equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
As 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 own shares by the EBT	-	-	-	-	(2,799)			(2,799)
Share options exercised by employees	-	-	-	-	4,164	(4,164)	-	-
Recognition of tax benefit on gain from equity settled share awards	-	-	-	-	-	(90)	-	(90)
Dividend paid	-	-	-	-	-	(12,498)	-	(12,498)
Share-based payment charge	-	-	-	-	-	706	-	706
As at 30 April 2025	13,370	424	(9,950)	19,754	(2,647)	46,765	(212)	67,504
Comprehensive income:
Profit for the year	-	-	-	-	-	2,965	-	2,965
Revaluation of other investments	-	-	-	-	-	(85)	-	(85)
Exchange rate differences	-	-	-	-	-	-	(170)	(170)
Total comprehensive income	-	-	-	-	-	2,880	(170)	2,710
Transactions with owners recognised directly in equity:
Issue of share capital	357	1,306	-	473	-	-	-	2,136
Purchase of own shares by the EBT	-	-	-	-	(3,350)	-	-	(3,350)
Share options exercised by employees	-	-	-	-	4,801	(4,801)	-	-
Purchase of own shares at nominal value	-	-	-	-	-	(226)	-	(226)
Dividend paid	-	-	-	-	-	(12,911)	-	(12,911)
Share-based payment charge	-	-	-	-	-	1,709	-	1,709
As at 30 April 2026	13,727	1,730	(9,950)	20,227	(1,196)	33,416	(382)	57,572

Issued share capital

Issued share capital represents the nominal value of share capital subscribed.

Share premium

The share premium account is used to record the aggregate value of premiums paid when the Company's shares are issued at a premium, net of associated share issuance costs.

Merger reserve

The 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

The other reserve represents the difference between the actual and nominal value of shares issued by the Company in the acquisition of subsidiaries.

Treasury reserve

The treasury reserve represents the repurchase of shares for future distribution by Group's Employee Benefit Trust ("EBT").

Retained earnings

The retained earnings reserve represents cumulative net profits and losses recognised in the consolidated statement of profit and loss and other comprehensive income, less dividends paid.

Foreign currency reserve

The foreign currency translation reserve represents exchange differences that arise on consolidation from the translation of the financial statements of foreign subsidiaries.

1.       Basis of preparation and material accounting policies

The financial information set out above does not constitute the Group's statutory accounts for the years ended 30 April 2026 or 2025 but is derived from those accounts. Statutory accounts for the year ended 30 April 2025 have been delivered to the registrar of companies, and those for the year ended 30 April 2026 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

These condensed preliminary financial statements have been prepared in accordance with UK-adopted international accounting standards, in line with the Group's statutory accounts.

Prior year restatements

A number of restatements were made in the prior year, as presented below. These are presentational only and have no impact on the consolidated statement of profit and loss and other comprehensive income, the Group's net assets, or the consolidated statement of cash flows.

EPS

While RSA shares are issued to participants and are entitled to dividends, they are subject to a five-year restriction and are treated as dilutive for the purposes of the earnings per share calculation. Given the reduced number of shares used for the basic EPS and adjusted EPS calculation, the attributable profits are also reduced to reflect the RSA participants' income rights. Furthermore, for diluted EPS and adjusted diluted EPS, this profit reduction does not apply.

The prior year EPS calculation has been restated to reflect the above, as shown in note 10. There is limited impact of this restatement on statutory basic or diluted EPS, moving to 1.04p from 1.02p, reported previously. Adjusted EPS has been restated to 12.77p from 13.34p, reported previously, reflecting the lower weighted average number of ordinary shares in issue, part offset by the reduction in profit attributable to RSA participants. Adjusted diluted earnings per share has also been restated to 12.77p from 13.31p, reported previously.

Potentially dilutive shares are only treated as dilutive when their conversion to ordinary shares would decrease EPS (or increase loss per share). Accordingly, the adjusted diluted EPS has been calculated as equivalent to the adjusted EPS in these financial statements.

Segmental reporting

Within the segmental reporting (see note 2), the prior year revenue allocated to segments and contribution has been restated to better reflect effort and direct Platform cost allocations on a consistent basis each year.

Trade receivables

Trade receivables and associated expected loss rates have been restated for the prior year to disaggregate unbilled disbursements separately from trade receivables, now shown as a separate line in trade and other receivables (see note 7). This represents a reclassification within receivables only and has no impact on the total receivables balance reported in the statement of financial position.

Other

The average number of employees and the split between fee-earners and administrative staff has been restated in the prior year to better reflect roles and responsibilities, as presented in the management accounts on a consistent basis each year.

2.       Revenue and operating segments

The Group has determined the operating segments by considering the segment information that is reported internally to the chief operating decision maker ("CODM"), the strategic board. For management purposes, the Group is currently organised into four reportable operating segments: Business Services, Corporate, People and Property, which allows the Board to evaluate the nature and financial effects of the business activities of the Group and the economic environments in which it operates.

The Group's operations consist of commercial legal and consultancy services. The Directors consider that disaggregating revenue by operating segments is most relevant to depict how the nature, amount, timing and uncertainty of revenue and cash flows may be affected by economic factors.

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

	FY26	FY25
	£'000	£'000
United Kingdom	180,129	167,803
Europe	4,620	5,402
Middle East	3,064	1,205
North and South America	2,886	1,871
Asia	812	2,352
Other	2,768	866
	194,279	179,499

The Group has no individual customers that represent 10% or more of revenue in either the current or prior period. 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 branch.  Net assets of £1.6m (FY25: Net assets of £0.1m) are located in the Group's Dubai subsidiary.  Revenue generated by the Group's Dubai branch to customers in the UAE totalled £3.1m (FY25: £1.2m) as disclosed above as due from customers in the Middle East.

FY26

	Property	Business Services	Corporate	People	Total
	£'000	£'000	£'000	£'000	£'000
Revenue	100,623	34,799	40,361	18,496	194,279
Costs attributed to Platforms	(64,960)	(22,276)	(26,145)	(13,156)	(126,537)
Contribution	35,663	12,523	14,216	5,340	67,742
Contribution margin (%)	35.4%	36.0%	35.2%	28.9%	34.9%

FY25 (restated)

	Property	Business Services	Corporate	People	Total
	£'000	£'000	£'000	£'000	£'000
Revenue	93,263	28,241	39,071	18,924	179,499
Costs attributed to Platforms	(63,104)	(19,783)	(22,689)	(13,203)	(118,779)
Contribution	30,159	8,458	16,382	5,721	60,720
Contribution margin (%)	32.3%	29.9%	41.9%	30.2%	33.8%

Revenue allocated to segments is generally allocated according to the billing Platform. In the case of multi-Platform client projects, revenue is allocated across the various Platforms in line with effort or as pre-agreed.

Contribution is an alternative performance measure used by the Group to measure the direct profit contribution from Platforms, before central or other operating costs (see note 3). Contribution is measured as revenues less direct Platform-related costs including fee-earners, direct support staff and other key direct operating expenses, including certain travel, marketing and IT expenditure, as appropriate.

The prior year revenue allocation and contribution has been restated to better reflect effort and the above direct costs on a consistent basis each year.

£11.2 million (FY25: £10.2m) of the current period revenue is derived from services satisfied, in part, in the previous period.

3.       Reconciliation to alternative performance measures

To assist in understanding the underlying performance of the Group and aid comparability between periods, management excludes certain items from the Group's alternative performance measures ("APMs"), which are deemed to warrant separate disclosure due to either their nature or size. Such adjusting items as described below are generally non-cash, non-recurring by nature or are acquisition related and are presented consistently across reporting periods. These APMs are not defined under the requirements of IFRS, are not considered a substitute for, or superior to, IFRS measures, and may not be comparable across other companies. The exclusion of adjusting items in the Group's APMs may result in adjusted profitability being materially higher when compared with the nearest equivalent statutory measures.

Reconciliation of adjusted profit before tax, adjusting operating profit and contribution:

	Note	FY26 £'000	FY25 £'000
Profit before tax		7,662	6,363
Adjusting items:
Amortisation of acquired intangible assets		2,090	2,696
Share-based payment charge		2,860	1,375
Gain on bargain purchase	5	(3,025)	-
Acquisition consideration treated as remuneration	5	8,512	10,928
Acquisition costs		184	13
Reorganisation costs		2,552	1,924
Expected credit loss on significantly aged receivables	7	810	-
Adjusting items		13,983	16,936
Adjusted profit before tax		21,645	23,299
Adjusted profit before tax %		11.2%	13.0%
Financial income		(3,167)	(4,770)
Interest on bank borrowings		1,873	1,299
Interest on lease liabilities		1,135	1,090
Adjusted operating profit		21,486	20,918
Adjusted operating profit %		11.1%	11.7%
Amortisation of other intangible assets		167	425
Depreciation - right-of-use asset		4,346	4,034
Depreciation - property, plant and equipment		1,340	1,303
Adjusted EBITDA		27,339	26,680
Adjusted EBITDA %		14.1%	14.9%
Total expenses not allocated to segments		40,637	34,264
Other operating income		(234)	(224)
Contribution	2	67,742	60,720
Contribution %		34.9%	33.8%

Adjusting items

Amortisation of acquired intangible assets is treated as an adjusting item to better reflect the underlying performance of the business, as they are non-cash items relating to acquisitions.

The share-based payment charge and related social security taxes are excluded from adjusted profit measures. This allows comparability between periods as the share-based payment charge and related social security taxes are subject to external factors, such as the Group's share price, over which the Directors have less day-to-day influence as compared to other more directly controllable factors. The share-based payment charge itself is a non-cash item and the accounting treatment of the Group's share awards requires the charge for each share award to be recognised over the restricted period. Note 7 sets out further details of the employee share-based payment charge calculation under IFRS 2.

The Group recognises employment-linked consideration treated as remuneration through the income statement relating to consideration for certain acquisitions. These costs have been treated as adjusting items as they are considered to be part of the purchase price of the acquisition, rather than an ongoing expense item, and reflect the acquisition terms rather than the Group's trading performance. Furthermore, initial acquisition payments are recognised as prepayments, which alongside accruals of deferred contingent consideration, are captured as consideration treated as remuneration over the employment-linked period.  Whilst these acquisition-related costs will recur in the short term through the employment-linked period, the adjustment allows comparability of underlying productive output and operating performance across reporting periods.

The gain on bargain purchase in the year relate to the acquisition of Groom Wilkes & Wright LLP ("GWW"), as disclosed in note 5. The gain on bargain purchase arose due to the accounting treatment of employment-linked consideration as remuneration, as noted above. This gain has been treated as an adjusting item as it is considered to be acquisition-related and reflect the acquisition terms rather than the Group's trading performance.

Acquisition costs include diligence and legal fees on acquisition activity. Whilst further similar acquisition costs could be incurred in the future, these costs are not directly attributable to the ongoing operational trading performance of the Group, the timing and amount of such costs may vary year to year and treating these as an adjusting item allows comparability of the operating performance across reporting periods.

Reorganisation costs are excluded from the Group's APMs because they arise from discrete strategic decisions rather than the ordinary course of trading, and are not considered to be reflective of the Group's underlying operational performance. Whilst such costs have been incurred in each of the periods presented, each programme is separately identifiable and relates to distinct strategic initiatives. These costs are not considered to be directly attributable to the ongoing operational trading performance of the Group and the timing and amount of such costs may vary year to year. Therefore, treating these as an adjusting item allows comparability of the operating performance of the Group across reporting periods.

The £0.8m expected credit loss ("ECL") uplift on significantly-aged trade receivables represents a direct assessment of trade receivable balances aged over three years. The historic loss rates used in the calculation of ECL do not fully cover the potential losses of trade receivables of this age. Given the one-off historical nature of this provision, it is also treated as an adjusting item to allow comparability of operating performance across reporting periods. See note 7 for further details.

Adjusted profit before tax

Adjusted profit before tax is an APM calculated as profit before tax stated before adjusting items, including amortisation of acquired intangible assets, share-based payment charge, acquisition-related payments and costs and other non-underlying expenses. This measure allows comparability of the Group's underlying performance, reflecting depreciation, amortisation of internally generated intangibles and underlying net finance income or expenses.

Adjusted operating profit

Adjusted operating profit is an APM defined by the Group as adjusted profit before tax before charging net finance income or expenses, including fees on bank loans and interest on lease liabilities. The Directors consider this metric alongside statutory operating profit to allow further understanding and comparability of the underlying operating performance of the Group between periods, and forms the basis of the performance measures for aspects of remuneration, including personnel bonuses. Adjusted operating profit reconciles to statutory operating profit through the adjusting items. This measure is also used as the basis for adjusted cash conversion.

Adjusted EBITDA

Adjusted EBITDA is a commonly used operating measure, which is defined by the Group as adjusted operating profit stated before non-cash items, including amortisation of internally generated intangible assets and depreciation of property, plant and equipment and right-of-use assets under IFRS 16.

Contribution

Contribution is an alternative performance measure used by the Group to measure the direct profit contribution from Platforms, before central or other operating costs (see note 2). Contribution is measured as revenues less direct Platform-related costs including fee-earners, direct support staff and other key direct operating expenses, including certain travel, marketing and IT expenditure, as appropriate.

Reconciliation of adjusted profit after tax

Adjusted profit after tax and adjusted earnings per share metrics are also APMs, similarly used to allow a further understanding of the underlying performance of the Group. Adjusted profit after tax is stated before adjusting items and their associated tax effects. The associated tax effects are calculated by applying the relevant effective tax rate to allowable expenses that have been excluded as adjusting items. An effective tax rate of 0% has been applied to employment-linked acquisition consideration, gain on bargain purchase and acquisition costs totalling £5.7m as these items are treated as capital in nature and are therefore non-deductible for tax purposes. An overall effective tax rate of 25% has been applied to the majority of the other adjusting items totalling £8.3m, reflecting the UK corporation tax rate, the primary geographical location to which the items relate. The prior year tax impact on adjusting items has been restated to be calculated on a consistent basis.

	Note	FY26 £'000	Restated FY25 £'000
Adjusted profit before tax		21,645	23,299
Tax charge		(4,697)	(4,998)
Tax impact of adjusting items		(1,547)	(1,499)
Adjusted profit after tax		15,401	16,802
Effective tax rate		28.8%	27.9%

Adjusted earnings per share

Adjusted earnings per share ("EPS") is calculated by dividing the adjusted profit after tax for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Adjusted diluted EPS is calculated by dividing the adjusted profit after tax by the number of shares above, adjusted for the impact of potentially dilutive ordinary shares. Potentially dilutive ordinary shares are only treated as dilutive when their conversion to ordinary shares would decrease EPS (or increase loss per share). Refer to note 4 for further detail.

	Note	FY26 £'000	Restated FY25 £'000
Adjusted EPS (p)	4	11.48	12.77
Adjusted diluted EPS (p)	4	11.48	12.77

Adjusted personnel costs

Adjusted personnel costs exclude the share-based payment charge and related social security taxes. This is apportioned between personnel costs directly attributable to segments for the purposes of calculating contribution, as set out in note 2, and personnel costs not allocated to segments, which relate to administrative support staff.

	Note	FY26 £'000	FY25 £'000
Personnel costs directly attributable to segments	2	101,139	94,335
Personnel costs not allocated to segments		19,691	17,727
Adjusted personnel costs		120,830	112,062
Share-based payment charge		2,860	1,375
Total personnel costs		123,690	113,437

Adjusted other operating expenses

Adjusted other operating expenses exclude certain adjusting items recognised in other operating expenses. Adjusted other operating expenses is apportioned between other operating expenses directly attributable to segments for the purposes of calculating contribution, as set out in note 2, and other operating expenses not allocated to segments.

	Note	FY26 £'000	FY25 £'000
Other operating expenses directly attributable to segments	2	22,455	22,760
Other operating expenses not allocated to segments		20,946	16,537
Adjusted other operating expenses		43,401	39,297
Amortisation of acquired intangible assets		2,090	2,696
Acquisition consideration treated as remuneration	5	8,512	10,928
Acquisition costs		184	13
Reorganisation costs		2,552	1,924
Amortisation of other intangibles		167	425
Total other operating expenses		56,906	55,283

Adjusted costs attributed to segments and adjusted expenses not allocated to segments

As noted above, adjusted personnel costs and adjusted other operating expenses are apportioned between costs attributed to segments, for the purposes of calculating contribution (see note 2), and expenses not allocated to segments, which are deducted when calculating adjusted operating profit.

	Note	FY26 £'000	FY25 £'000
Personnel costs directly attributable to segments		101,139	94,335
Other operating expenses directly attributable to segments		22,455	22,760
Impairment of trade receivables and contract assets	6, 7	3,753	1,684
Expected credit loss on significantly aged receivables	7	(810)	-
Total costs attributable to segments	2	126,537	118,779

	Note	FY26 £'000	FY25 £'000
Personnel costs not allocated to segments		19,691	17,727
Other operating expenses not allocated to segments		20,946	16,537
Total expenses not allocated to segments		40,637	34,264

Organic revenue growth

Organic revenue growth excludes revenue from acquisitions in the 12 months following acquisition. Revenue from any acquisition made in the period is excluded from organic growth. For acquisitions made part way through the comparative period, the current period's revenue contribution is reduced to include only revenue for the period following the acquisition anniversary, in order to compare organic growth on a like-for-like basis.

Organic revenue growth of 6.2% (FY25: 2.8%) for the current period represents FY26 revenue less £3.7m of revenue attributable to GWW, treated as inorganic.

Constant currency growth

The Group's operations are mainly in UK companies, with a growing Dubai branch. Results are translated on consolidation at the average foreign exchange rates prevailing in that period, and these exchange rates vary from year to year. This means that retranslating the current year's results using the average exchange rates from the prior period allows for comparison of year-on-year results, eliminating the effects of changes in exchange rates.

Retranslating this period's results on a "constant currency" basis had an immaterial impact on revenue and operating profit.

Adjusted cash generated from operations and adjusted free cash flow

Adjusted cash generated from operations excludes the operating cash flow impact of adjusting items, such as consideration payments treated as remuneration and other acquisition costs paid in the period. This is to reflect the Group's underlying operating cash flows and has been restated in the prior year to be on a consistent basis with the adjusted profit measures. Cash conversion is stated as cash generated from operations expressed as a percentage of operating profit. Adjusted cash conversion is stated as adjusted cash generated from operations expressed as a percentage of adjusted operating profit.

	Note	FY26 £'000	Restated FY25 £'000
Cash generated from operations		11,050	13,356
Repayment of lease liabilities		(5,340)	(5,376)
Reorganisation costs		2,552	1,924
Acquisition costs		184	13
Employment-linked acquisition consideration paid on completion	5	4,807	401
Adjusted cash generated from operations		13,253	10,318
Adjusted cash conversion (%)		61.7%	49.3%
Cash conversion (%)		147.3%	335.4%
Net interest received		1,294	3,471
Tax paid		(6,690)	(5,423)
Purchase of property, plant and equipment		(2,753)	(1,526)
Adjusted free cash flow		5,104	6,840
Adjusted free cash flow conversion (%)		33.1%	40.7%

Free cash flow is adjusted cash generated from operations stated after regular cash flows from the normal course of business. These include net interest received, tax payments in the period and the purchase or disposal of property, plant and equipment. Free cash flow conversion is stated as free cash flow expressed as a percentage of adjusted profit after tax.

4.       Earnings per share ("EPS")

	Note	FY26	Restated FY25
Weighted average number of ordinary shares in issue ('000)		124,972	126,334
Number of dilutive shares ('000)		2,921	1,724
Weighted average number of ordinary shares, including dilutive shares ('000)		127,893	128,058
Basic and diluted EPS
Profit for the year (£'000)		2,965	1,365
Profit attributable to shares subject to recall (£'000)		(204)	(55)
Profit attributable to ordinary shareholders (£'000)		2,761	1,310
Basic earnings per ordinary share (p)		2.21	1.04
Diluted earnings per ordinary share (p)		2.21	1.04
Adjusted EPS and adjusted diluted EPS
Adjusted profit after tax (£'000)	3	15,401	16,799
Less: profit attributable to shares subject to recall (£'000)		(1,057)	(672)
Adjusted profit after tax attributable to ordinary shareholders (£'000)		14,344	16,127
Adjusted EPS (p)		11.48	12.77
Adjusted diluted EPS (p)		11.48	12.77

The weighted average number of shares is based on the Company's shares in issue through the year, excluding RSA awards outstanding and shares held in the Group's Employee Benefit Trust ("EBT").

While RSA shares are issued to participants and are entitled to dividends, they are typically subject to a five-year restriction and are treated as dilutive for the purposes of the earnings per share calculation. Given the reduced number of shares used for the basic EPS and adjusted EPS calculation, the attributable profits are also reduced to reflect the RSA participants' income rights. Furthermore, for diluted EPS and adjusted diluted EPS, this profit reduction does not apply.

The prior year EPS calculation has been restated to reflect the above. There is limited impact of this restatement on statutory basic or diluted EPS, moving to 1.04p from 1.02p, reported previously. Adjusted EPS has been restated to 12.77p from 13.34p, reported previously, reflecting the lower weighted average number of ordinary shares in issue, offset by the reduction in profit attributable to RSA participants. Adjusted diluted earnings per share has also been restated to 12.77p from 13.31p, reported previously.

Potentially dilutive shares are only treated as dilutive when their conversion to ordinary shares would decrease EPS (or increase loss per share). Accordingly, the adjusted diluted EPS has been calculated as equivalent to the adjusted EPS in these financial statements.

5.       Acquisition of businesses

Acquisition of Groom Wilkes & Wright LLP (GWW)

On 1 September 2025, Gateley (Holdings) Plc acquired the entire membership interests of Groom Wilkes & Wright LLP. GWW specialises in the provision of trade mark and design law services to organisations across multiple sectors.

Alongside Adamson Jones IP and Symbiosis IP, the acquisition of GWW further enhances the development of complementary business services with an IP and brands focus.

The amounts recognised in respect of identifiable assets acquired and liabilities assumed are set out in the table below:

	Pre-acquisition carrying amount	Policy alignment and fair value adjustments	Total
	£'000	£'000	£'000
Intangible assets	-	4,200	4,200
Property, plant and equipment	7	-	7
Cash	136	-	136
Trade debtors	739	-	739
Prepayments	192	-	192
Total assets	1,074	4,200	5,274
Trade payables	(957)		(957)
Accruals and other payables	(129)	-	(129)
Other taxes and social security	(113)	-	(113)
Deferred taxation	-	(1,050)	(1,050)
Total liabilities	(1,199)	(1,050)	(2,249)
Net identifiable assets at fair value	(125)	3,150	3,025
Total consideration	-	-	-
Gain on bargain purchase	-	-	(3,025)

The maximum potential consideration payable for the GWW acquisition is capped at £9.0m, allocated across an initial £4.3m completion cash consideration paid, £1.4m initial share consideration, and £3.3m contingent earn-out consideration. All of the consideration is employment-linked over a first year retention period. The contingent earn-out payments are linked to the future profitability of the GWW business over two consecutive years and is payable in cash and shares, in July 2026 and 2027 respectively. 

The gain on bargain purchase of £3.0m arises due to the accounting treatment of employment-linked consideration as remuneration and has been recognised immediately in the statement of comprehensive income as an adjusting item (see note 3).

The table below summarises the movements in prepaid and accrued acquisition consideration:

Acquired entity	FY25	Consideration treated as remuneration	Cash-settled payments	Equity-settled payments	FY26
	£'000	£'000	£'000	£'000	£'000
Prepaid consideration
Groom Wilkes & Wright LLP	-	(3,768)	4,293	1,421	1,946
RJA Associates Limited	1,669	(761)	388	389	1,685
Symbiosis IP Limited	354	(354)		-	-
Smithers Purslow Limited	2,864	(1,456)		-	1,408
Total prepaid consideration	4,887	(6,339)	4,681	1,810	5,039
Accrued consideration
Groom Wilkes & Wright LLP	-	(2,173)		-	(2,173)
RJA Associates Limited	(252)	-	126	126	-
Symbiosis IP Limited	-	-		-	-
Smithers Purslow Limited	-	-		-	-
Total accrued consideration	(252)	(2,173)	126	126	(2,173)
Total	4,635	(8,512)	4,807	1,936	2,866

All recent Group acquisitions, as detailed above, are subject to employment conditions, resulting in consideration treated as remuneration, which is treated as an adjusting item (see note 5). The initial acquisition payments are recognised as prepayments, which alongside accruals of deferred contingent consideration, are captured as consideration treated as remuneration over the relevant employment-linked period. 

The remaining prepayments in relation to GWW and Smithers Purslow will be amortised through the statement of comprehensive income over the next financial year, with RJA being amortised over three financial years, with £4.1m of the total closing prepayment to be recognised over the next 12 months (see note 7).

Of the accrued £2.2m acquisition consideration liability £1.1m is payable within 12 months and is recognised in current liabilities, and £1.1m is payable in after 12 months and is recognised in non-current liabilities.

From the date of acquisition, GWW contributed £3.7m of revenue to the Group's statement of comprehensive income, together with an after-tax profit of £1.3m. If the acquisition had been completed on the first day of the financial year, Group revenue and profit after tax would have been higher by £1.0m and £0.4m respectively.

6.       Contract assets and liabilities

	Contract assets	Contract liabilities
	£'000	£'000
As at 30 April 2026	27,469	(375)
As at 30 April 2025	24,886	(198)

Contract assets

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.

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

The Group may also part-insure certain long-running matters in which case revenue may be recognised up to the maximum insured percentage of relevant contingent unbilled time in these matters.

Contract assets increased in the period, primarily due to the timing of year-end billings on certain matters and other funded or insured contentious workstreams.

During the year, contract assets of £nil (FY25: £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 £0.4m has been recognised in relation to contract assets in the year (FY25: loss £64,000). This is based on the expected credit loss under IFRS 9 of these types of assets. The contract asset loss is estimated at 0.1% (FY25: loss 0.1%) of the balance. Total lifetime ECL provided against contract assets was £0.9m (FY25: £0.6m)

Contract assets

	FY26	FY25
	£'000	£'000
Contract asset value as at 1 May, net of expected credit loss provision	24,886	23,543
Contract asset value added in the year	24,971	21,671
Contract asset value realised in the year	(22,388)	(20,328)
Contract asset value as at 30 April, net of expected credit loss provision	27,469	24,886

The Group has 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 (see note 7).

Management have performed sensitivity analysis on the expectation of recoverability applied to the contract assets balance:

	Increase/(decrease) in value of contract assets
	£'000
+3% increase in ECL rate	(849)
-3% decrease in ECL rate	849

Contract assets are commonly referred to as work in progress ("WIP"). The Group has calculated WIP days as follows:

	Note	FY26	FY25
		£'000	£'000
Contract assets		27,469	24,886
Unbilled disbursements	7	5,518	3,522
Total WIP		32,987	28,408
Annualised revenue		195,277	179,499
WIP days		62	58

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

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 Adamson Jones IP 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.

Contract liabilities

	FY26	FY25
	£'000	£'000
Contract liabilities as at 1 May	198	409
Contract liabilities gained in the year	375	24
Contract liabilities delivered in the year	(198)	(235)
Contract liabilities as at 30 April	375	198

7.       Trade and other receivables

	Note	FY26	Restated FY25
		£'000	£'000
Amounts falling due within one year:
Trade receivables, net of expected credit loss provision		59,159	54,332
Prepaid acquisition consideration	5	4,108	2,328
Prepayments		8,385	8,901
Unbilled disbursements	6	5,518	3,522
Other receivables including insurance receivables		1,226	1,493
		78,396	70,576

Amounts falling due after one year:
Prepaid acquisition consideration	5	931	2,559

Prepaid acquisition consideration comprises amounts transferred to vendors as consideration on acquisition where payments are subject to ongoing employment service conditions. Amounts are released to the statement of profit and loss over the relevant period, as the service condition is satisfied (see note 5).

Unbilled disbursements comprise expenses incurred with third party suppliers on client work, which are recoverable from clients, not tied to any further performance obligations, and remain unbilled at the year end.

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 includes disbursements, where billed at the period end.

Bills are typically payable within 30-60 days unless otherwise agreed with the client.

All trade receivables are repayable within one year.

The prior year trade receivables balance has been restated to disaggregate unbilled disbursements at the period end, and is shown separately above. Trade receivables increased by £4.8m in the year, reflecting the overall growth of the Group's revenue, the client payment profile and the trade receivables added on the acquisition of GWW.

Movement in expected credit loss provision

	FY26	FY25
	£'000	£'000
As at 1 May	(3,142)	(3,257)
Provision utilised	2,549	1,735
Impairment loss charged to the consolidated statement of profit and loss	(3,353)	(1,620)
As at 30 April	(3,946)	(3,142)

The Group applies the simplified approach to providing for the expected credit losses ("ECL") 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.

FY26

	Not passed due	Past due 0-30 days	Past due 31-120 days	Past due greater than 120 days	Total
ECL rate (%)	2.41%	2.48%	3.33%	21.04%	6.25%
Estimated total gross carrying amount (£'000)	36,950	7,716	5,729	12,710	63,105
Lifetime ECL (£'000)	(890)	(191)	(191)	(2,674)	(3,946)
Trade receivables, net of ECL provision (£'000)	36,060	7,525	5,538	10,036	59,159

FY25 (restated)

	Not passed due	Past due 0-30 days	Past due 31-120 days	Past due greater than 120 days	Total
ECL rate	2.56%	2.84%	3.39%	15.33%	5.47%
Estimated total gross carrying amount £'000	33,608	6,195	5,049	12,622	57,474
Lifetime ECL £'000	(860)	(176)	(171)	(1,935)	(3,142)
Trade receivables, net of ECL provision	32,748	6,019	4,878	10,687	54,332

The ECL attributable to trade receivables is established after consideration of historical loss rates in preceding periods and relevant forward-looking factors.

In addition to historical loss rates, the Group has considered a number of factors in determining appropriate credit loss rates, including macro-economic factors and asset-specific indicators such as customer correspondence, default or delinquency in payment and significant financial difficulties of the customer.

This year, specific consideration has been given to the recoverability of significantly aged trade receivables, aged over 3 years, with a number of balances or categories of balances demonstrating indicators of impairment and detrimental effects on the estimated future cash flow recovery. For these over three-year old balances, lifetime ECL is assessed directly as the cash flows expected to be recovered can be expected to be nil or negligible. The historic loss rates do not fully cover the expected losses of trade receivables of this age and, therefore, the ECL has been increased to reflect management's best estimate of expected future losses, specifically, on this over three-year old balance.

This adds £0.8m to the lifetime ECL balance overall. Given the nature of this £0.8m additional provision, the one-off review of significantly aged receivables, in which there is some uncertainty as to the exact timing of impairment event history in the current or preceding years, across a range of differing receivables groupings, it is treated as an adjusting item to allow for better comparability between periods (see note 3).

An impairment loss of £3.4m has been recognised in relation to trade receivables in the year (FY25: £1.6m) and the impairment loss is estimated at 5.7% (FY25: 3.4%) of the gross trade receivables balance. The lifetime ECL provides 6.25% (FY25: 5.47%) of the gross trade receivables balance.

Management have performed sensitivity analysis over the ECL applied to trade receivables:

	Increase / (decrease) in value of trade receivables
	£'000s
+2% increase in ECL	(1,262)
-2% decrease in ECL	1,262

	FY26 £'000	FY25 £'000
Debtor days
Trade receivables	59,159	54,332
Annualised revenue	195,277	179,499
Debtor days	111	110

Annualised revenue reflects the total revenue for the previous 12-month period inclusive of pro-forma adjustments for acquisitions. The broadly flat 111 debtors days (FY25: 110) alongside the increased 62 WIP days (FY25: 58) (see note 6), results in an increased 173 gross lock-up days (FY25: 168).

8.       Trade and other payables

	Note	FY26	FY25
		£'000	£'000
Amounts falling due within one year:
Trade payables		12,739	9,249
Other taxation and social security payable		8,327	8,062
Acquisition consideration	5	1,123	252
Accruals		5,314	8,174
Social security tax on share awards		90	-
Contract liabilities	6	375	198
Total trade and other payables		27,968	25,935

Amounts falling due after one year:
Social security tax on share awards		432	-

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 22 days (FY25: 18 days).

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

9.       Provisions

	FY26	FY25
	£'000	£'000
Current provision
Professional indemnity provision	225	175
Dilapidations provision	40	-
Total current provision	265	175
Non-current provision
Professional indemnity provision	1,912	2,093
Dilapidations provision	648	637
Total non-current provision	2,560	2,730
Total provisions	2,825	2,905

	FY26	FY25
	£'000	£'000
Professional indemnity estimated claim cost
As at 1 May	2,268	3,263
Provisions made during the year	700	-
Provisions released during the year	(831)	(995)
As at 30 April	2,137	2,268
Non-current	1,912	2,093
Current	225	175
Total	2,137	2,268

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 (see note 7). 

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.

	FY26 £'000	FY25 £'000
As at 1 May	637	637
Provision made in the year	132	-
Provision released in the year	(81)	-
As at 30 April	688	637

10.     Share capital

Authorised, issued and fully paid

	FY26	FY26	FY25	FY25
	Number	£	Number	£
Ordinary shares of 10p each
Brought forward	133,701,626	13,370,162	133,037,849	13,303,784
Issued to satisfy RJA consideration	411,024	41,102	299,438	29,944
Issued to satisfy GWW consideration	1,145,650	114,565	-	-
Issued on award of RSA	2,013,213	201,321	-	-
Issued on vesting of SAYE	6,044	604	200,636	20,064
Issued on vesting of CSOPS	-	-	163,703	16,370
At 30 April	137,277,557	13,727,754	133,701,626	13,370,162

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 4 September 2025 2,013,213 10p ordinary shares were issued upon award of the FY26 RSA scheme to participants.

On 12 September 2025 the Company issued 411,024 10p ordinary shares to satisfy the contingent consideration on the acquisition of RJA.

On 30 December 2025 the Company issued 1,145,650 10p ordinary shares to part satisfy the initial consideration on the acquisition of GWW.

Between 1 May 2025 and 30 April 2026 6,044 10p ordinary shares were issued upon vesting of the 2020 SAYE scheme to participants.

Employee Benefit Trust ("EBT")

As at 30 April 2026, the Group held 1,861,829 (FY25: 2,177,848) ordinary shares in the EBT, comprising shares held to satisfy future share awards. The EBT has waived all dividend rights and typically abstains from voting in respect of these shares. Therefore, the number of shares with exercisable voting rights at 30 April 2026 was 137,277,557 (FY25: 133,701,626).

During the year, the company issued 1,936,289 ordinary shares into the EBT to satisfy FY26 UK RSA share awards and the EBT also purchased a total of 2,804,789 shares from the market and employees in the year for a total consideration of £3.4m, which was funded by the Group and is accounted for as a deduction from other reserves. In addition, as a result of RSA lapses in the year of 1,092,295, 1,074,179 shares were reclaimed into the EBT as a result of these lapses, with 18,116 being returned into the EBT shortly after year end. Further, 6,131,276 shares held in the EBT were utilised for employee share awards.