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REG - Gateley (Holdings) - Full Year Results

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RNS Number : 0174R  Gateley (Holdings) PLC  15 July 2025

 

Gateley (Holdings) Plc

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

 

AUDITED RESULTS 2025

Strategic focus, operational discipline, positioned for growth

 

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

 

Key Financial Highlights

·        Diversified business model delivered revenue growth of 4.1%.

·        Organic revenue growth in legal services of 3.9%.

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

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

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

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

 

 Headline and underlying                   FY25      FY24      Change

 Group revenue                             £179.5m   £172.5m   4.1%
 Group underlying operating profit(1)      £20.9m    £20.3m    3.3%
 Group underlying profit before tax(1)     £23.3m    £23.0m    1.2%
 Underlying adjusted fully diluted EPS(2)  13.31p    14.20p    (6.3)%
 Dividend per share                        9.5p      9.5p      -
 Net assets                                £67.5m    £80.3m    £(12.8)m
 Net (debt)/cash(3)                        £(6.6)m   £3.8m     £(10.4)m

 

 Reported                              FY25              FY24              Change

 Group profit before tax               £6.4m             £14.0m            (54.4)%
 Group profit after tax                £1.4m             £10.1m            (86.5)%
 Basic earnings per share ('BEPS')     1.02p             7.74p             (86.8)%

 (1)                Underlying operating profit and underlying profit before tax excludes
                    remuneration for post-combination services, gain on bargain purchase,
                    share-based payment charges, acquisition related amortisation and exceptional
                    items
 (2)                Adjusted fully diluted EPS excludes remuneration for post-combination

                  services, gain on bargain purchase, share-based payment charges, acquisition
                    related amortisation and exceptional items. It also adjusts for the future

                  weighted average number of expected unissued shares from granted but
                    unexercised share options in issue based on a share price at the end of the

                  financial year
 (3)

                  Net (debt)/cash excludes IFRS 16 lease liabilities

 

Operational highlights

 

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

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

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

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

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

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

Current trading and outlook

 

·        Trading in FY26 is in-line with market expectations 4 
(#_ftn1) , reflecting good activity levels as we entered the new year, the
resilience across all four Platforms and the increasing visibility of our
historic growth investments coming through. This gives us confidence as we
move through FY26, however, the Board is conscious that macro indicators
continue to point to ongoing volatile market conditions, at least in the near
term, which we will monitor and adjust for as appropriate.

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

 

 

Rod Waldie, CEO of Gateley, said:

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

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

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

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

 

Enquiries:

 

 Gateley (Holdings) Plc
 Neil Smith, Chief Financial Officer                               Tel: +44 (0) 121 234 0196
 Nick Smith, Acquisitions Director and Head of Investor Relations  Tel: +44 (0) 20 7653 1665
 Cara Zachariou, Communications Director                           Tel: +44 (0) 121 234 0074 Mob: +44 (0) 7703 684 946

 Panmure Liberum - Nominated Adviser and Broker                    Tel: +44 (0) 20 3100 2000

 Nicholas How/Nikhil Varghese

CHAIRMAN'S STATEMENT

 

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

 

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

 

Market Context

 

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

 

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

 

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

 

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

 

Accelerating and capturing our profitable growth opportunity

 

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

 

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

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

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

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

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

Our colleagues

 

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

 

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

 

 

Dividends

 

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

 

Strengthening our Board, Governance and Risk Management

 

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

 

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

 

Responsible Business

 

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

 

Summary and outlook

 

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

 

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

 

Edward Knapp

Chairman

14 July 2025

 

 

 

CHIEF EXECUTIVE OFFICER'S REVIEW

 

Introduction

 

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

 

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

 

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

 

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

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

 

1.    Our capital allocation policy in action

2.    Our active management of our Diversified Group

 

Our Capital Allocation Policy in action

 

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

 

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

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

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

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

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

 

Selective M&A

 

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

 

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

 

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

 

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

 

Investment for organic growth

 

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

 

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

 

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

 

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

 

System investment

 

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

 

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

 

Investment in people

 

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

 

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

 

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

 

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

 

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

 

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

 

Our Active Management of our Diversified Group

 

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

 

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

 

1.    Pricing;

2.    WIP management and conversion into fees; and

3.    Enhanced cross-selling.

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

 

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

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

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

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

 

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

 

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

 

Responsible Business

 

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

 

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

 

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

 

Highlights from the last report include:

 

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

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

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

 

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

 

Platform performance

 

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

 

Positive:

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

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

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

Negative:

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

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

 Results                      Business Services Platform  Corporate Platform  People Platform  Property Platform  Total

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

 

Business Services Platform

 

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

 

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

 

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

 

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

 

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

 

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

 

Corporate Platform

 

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

 

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

 

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

 

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

 

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

 

 

People Platform

 

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

 

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

 

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

 

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

 

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

 

Property Platform

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Current trading and outlook

 

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

 

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

 

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

 

Rod Waldie

Chief Executive Officer

14 July 2025

 

 

CHIEF FINANCIAL OFFICER'S REVIEW

 

Financial overview

 

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

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

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

 

Revenue and activity levels

 

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

 

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

 

                              Business   Corporate  People  Property  Total

                              Services   £m         £m      £m        £m

                              £m
 Activity levels by Platform
 FY25                         80%        86%        92%     89%       87%
 FY24                         78%        80%        75%     88%       83%
 FY23                         84%        83%        76%     95%       89%

 

Costs and margins

 

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

 

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

 

 

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

 

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

 

Underlying operating profit

 

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

 

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

 

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

 

 Extract of UK statement of comprehensive income                                 2025     2024
                                                                                 £'000    £'000

 Revenue                                                                         179,499  172,492
 Operating profit                                                                3,982    11,177
 Operating profit margin (%)                                                     2.2      6.48

 Reconciliation to alternative performance measure: underlying operating profit
 Operating profit                                                                3,982    11,177

 Non-underlying items
 Amortisation of intangible assets                                               2,696    2,483
 Share based payment charge - Gateley Plc                                        1,375    1,625
 Share based payment charge - Gateley RJA Limited                                -        61
 Contingent consideration treated as remuneration                                10,928   6,956
 Gain on bargain purchase                                                        -        (3,609)
 Acquisitions costs                                                              13       37
 Reorganisation costs                                                            1,924    1,159
 One off remuneration charge - Gateley RJA Limited                               -        367

 Underlying operating profit                                                     20,918   20,256

 Adjusted underlying operating profit margin (%)                                 11.7     11.7

 

 

Earnings Per Share (EPS)

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

 

Share option schemes

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

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

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

 

                                                                                                            2025            2024          2023     2022
                                                                                                            £'000           £'000         £'000    £'000
 Reported profit after tax                                                                                  1,365           10,074        12,240   23,023
 Adjustments for non-underlying and exceptional items:
 Amortisation of acquired intangible assets                                                                 2,696           2,483         2,073    1,581
 Share-based payment adjustments                                                                            1,375           1,686         1,984    1,213
 Contingent consideration treated as    remuneration                                                        10,928          6,956         6,190    3,509
 Gain on bargain purchase                                                                                   -               (3,609)       (1,389)  (12,380)
 Reorganisation costs                                                                                       1,924           1,159
 One off remuneration costs                                                                                 -               367           -        -
 Acquisition-related costs                                                                                  13              37            -        870
 Tax impact of above                                                                                        (484)           (391)         (168)    (94)
 Underlying profit after tax                                                                                17,817          18,762        20,930   17,722

 Weighted average number of ordinary shares for calculating diluted earnings  133,888,191                           132,107,953     128,527,341           121,893,238
 per share
                                                                              13.31p                                14.20p          16.28p

 Underlying adjusted fully diluted EPS                                                                                                                    14.54p

 

Taxation

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

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

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

 

Dividend

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

 

Balance sheet

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

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

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

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

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

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

 

Cash flow

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

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

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

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

                                                             2025     2024
                                                             £'000    £'000
 Net cash generated from operations                          13,356   18,887

 Tax paid                                                    (5,423)  (4,902)
 Net interest received                                       3,471    4,043
 Cash outflow from IFRS 16 leases (rental payments excluded  (5,376)  (5,091)

 from operating cash flows under IFRS 16)
 Cash outflow paid on acquisitions                           401      5,825
 Purchase of property, plant and equipment                   (1,526)  (1,045)
 Free cash flow                                              4,903    17,717

 Profit after tax                                            1,365    10,074

 Free cash flow (%)                                          359.2%   175.9%

 Adjusted free cash flow                                     2025     2024
                                                             £'000    £'000
 Profit after tax                                            1,365    10,074
 Non-underlying operating items                              14,999   7,516
 Exceptional items                                           1,937    1,563
 Underlying profit after tax                                 18,301   19,153

 Adjusted free cash flow                                     26.8%    92.5%

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

 

Summary

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

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

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

 

 

Neil Smith

Chief Financial Officer

14 July 2025

 

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

for the year ended 30 April 2025

 

                                                                                Note   2025       2024
                                                                                        £'000         £'000

 Revenue                                                                        3      179,499    172,492

 Other operating income                                                                224        153
 Personnel costs, excluding IFRS 2 charge                                       5      (112,062)  (108,490)
 Depreciation - Property, plant and equipment                                   11     (1,303)    (1,140)
 Depreciation - Right-of-use asset                                              11     (4,034)    (3,949)
 Impairment of trade receivables and contract assets                                   (1,684)    (591)
 Other operating expenses, excluding non-underlying and exceptional items              (39,722)   (38,219)

 Operating profit before non-underlying and exceptional items                   4      20,918     20,256

 Non-underlying operating items                                                 4      (14,999)   (7,516)
 Exceptional items                                                              4      (1,937)    (1,563)
                                                                                       (16,936)   (9,079)
                                                                                       3,982      11,177

 Operating profit                                                               4

 Financial income                                                               7      4,770      4,999
 Financial expense                                                              7      (2,389)    (2,221)

 Profit before tax                                                                     6,363      13,955

 Taxation                                                                       8      (4,998)    (3,881)

 Profit for the year after tax attributable to equity holders of the parent            1,365      10,074

 Other comprehensive income
 Items that are or may be reclassified subsequently to profit or loss
    - Revaluation of other investments                                                 (196)      129
 - Exchange differences on translation of a foreign branch                             (141)      (20)
 Profit for the financial year and total comprehensive income all attributable         1,028      10,183
 to equity holders of the parent
 Statutory Earnings per share

 Basic                                                                          9      1.02p      7.74p
 Diluted                                                                        9      1.02p      7.63p

 

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

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 APRIL 2025

 

                                              Note

                                                        2025       2024

                                                        £'000      £'000
 Non-current assets
 Property, plant and equipment                11        1,806      1,583
 Right of use asset                           11        21,131     23,621
 Investment property                                    -          164
 Deferred tax asset                           19        566        373
 Intangible assets & goodwill                 12        11,072     13,768
 Other intangible assets                      13        222        647
 Trade and other receivables                  15        2,559      8,368
 Other investments                                      115        275
 Total non-current assets                               37,471     48,799

 Current assets
 Contract assets                              14        24,886     23,543
 Trade and other receivables                  15        70,576     74,105
 Cash and cash equivalents                    20        12,081     16,674

 Total current assets                                   107,543    114,322

 Total assets                                           145,014    163,121

 Non-current liabilities
 Other interest-bearing loans and borrowings  16        (18,685)   -
 Lease liability                              22        (21,552)   (24,178)
 Deferred tax liability                       18        (2,409)    (2,968)
 Provisions                                   19        (2,730)    (3,725)

 Total non-current liabilities                          (45,376)   (30,871)

 Current liabilities
 Other interest-bearing loans and borrowings  16        -          (12,908)
 Trade and other payables                     17        (25,935)   (33,112)
 Lease liability                              22        (4,230)    (4,346)
 Provisions                                   19        (175)      (175)
 Current tax liabilities                                (1,794)    (1,378)

 Total current liabilities                              (32,134)   (51,919)

 Total liabilities                                      (77,510)   (82,790)

 NET ASSETS                                             67,504     80,331

 EQUITY

  Share capital                               21        13,370     13,304
  Share premium                                         424        35
  Merger reserve                                        (9,950)    (9,950)
 Other reserve                                          19,754     19,383
 Treasury reserve                                       (2,647)    (4,012)
 Translation reserve                                    (212)      (71)
   Retained earnings                                    46,765     61,642
 TOTAL EQUITY                                           67,504     80,331

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

                                                                       Share     Share     Merger    Other     Treasury reserve  Retained   Foreign currency translation reserve  Total

                                                                       capital   premium   reserve   reserve                     earnings                                         Equity
                                                                       £'000     £'000     £'000     £'000     £'000             £'000      £'000                                 £'000
 At 1 May 2023                                                         12,664    11,846    (9,950)   15,413    (677)             48,867     (51)                                  78,112

 Comprehensive income:
 Profit for the year                                                   -         -         -         -         -                 10,074     -                                     10,074
 Revaluation of other investments                                      -         -         -         -         -                 129        -                                     129
 Exchange rate differences                                             -         -         -         -         -                            (20)                                  (20)
 Total comprehensive income                                            -         -         -         -         -                 10,203     (20)                                  10,183

 Transactions with owners

 recognised directly in equity:
 Issue of share capital                                                640       1,919     -         3,970     -                 -                                                6,529
 Cancellation of share premium account                                 -         (13,730)  -         -         -                 13,730     -                                     -
 Purchase of own shares at nominal value                                                                                         (166)      -                                     (166)
 Sale of treasury shares                                               -         -         -         -         4                 -          -                                     4
 Purchase of treasury shares                                           -         -         -         -         (3,339)           -          -                                     (3,339)
 Recognition of tax benefit on gain from equity settled share options  -         -         -         -         -                 (343)      -                                     (343)
 Dividend paid                                                         -         -         -         -         -                 (12,335)   -                                     (12,335)
 Share based payment transactions                                      -         -         -         -         -                 1,686      -                                     1,686
 Total equity at 30 April 2024                                         13,304    35        (9,950)   19,383    (4,012)           61,642     (71)                                  80,331
 At 1 May 2024                                                         13,304    35        (9,950)   19,383    (4,012)           61,642     (71)                                  80,331

 Comprehensive income:
 Profit for the year                                                   -         -         -         -         -                 1,365      -                                     1,365
 Revaluation of other investments                                      -         -         -         -         -                 (196)      -                                     (196)
 Exchange rate differences                                             -         -         -         -         -                 -          (141)                                 (141)
 Total comprehensive income                                            -         -         -         -         -                 1,169      (141)                                 1,028

 Transactions with owners

 recognised directly in equity:
 Issue of share capital                                                66        389       -         371       -                 -          -                                     826
 Purchase of treasury shares                                           -         -         -         -         (2,799)           -          -                                     (2,799)
 Share options exercised by employees                                  -         -         -         -         4,164             (4,164)    -                                     -
 Recognition of tax benefit on gain from equity settled share options  -         -         -         -         -                 (90)       -                                     (90)
 Dividend paid                                                         -         -         -         -         -                 (12,498)   -                                     (12,498)
 Share based payment transactions                                      -         -         -         -         -                 706        -                                     706

 Total equity at 30 April 2025                                         13,370    424       (9,950)   19,754    (2,647)           46,765     (212)                                 67,504

 

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

 

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

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

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

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

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

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

 

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 30 APRIL 2025

 

                                                                     Note

                                                                               2025      2024
                                                                               £'000     £'000
 Cash flows from operating activities
 Profit for the year after tax                                                 1,365     10,074
 Adjustments for:
 Depreciation and amortisation                                       11/12/13  8,458     8,015
 Financial income                                                    7         (4,770)   (4,999)
 Financial expense                                                   7         1,299     1,170
 Interest charge on capitalised leases                               7         1,090     1,051
 Equity settled share-based payments                                 6         706       1,686
 Gain on bargain purchase                                            4         -         (3,609)
 Acquisition related earn-out remuneration charge                    4         10,928    6,956
 Earn-out consideration paid - acquisition of subsidiary                       (401)     (3,790)
 Initial consideration paid on acquisitions                                    -         (2,035)
 Tax expense                                                         8         4,998     3,881
                                                                               23,673    18,400
 Increase in trade and other receivables                                       (2,328)   (10,658)
 (Decrease)/increase in trade and other payables                               (6,994)   8,642
 (Decrease)/increase in provisions                                   19        (995)     2,503
 Cash generated from operations                                                13,356    18,887
 Tax paid                                                                      (5,423)   (4,902)
 Net cash flows from operating activities                                      7,933     13,985
 Investing activities
 Acquisition of property, plant and equipment                        11        (1,526)   (1,045)
 Cash acquired on business combinations                                        -         1,239
 Interest received                                                   7         4,770     4,999

 Net cash generated from investing activities                                  3,244     5,193
 Financing activities

 Interest paid                                                       7         (1,299)   (956)
 Lease repayments                                                              (5,376)   (5,091)
 Receipt of new revolving credit facility, net of refinancing costs  20        5,777     6,000
 Proceeds from sale of own shares                                              -         4
 Acquisition of own shares by Employee Benefit Trust                           (2,799)   (3,339)
 Cash received for shares issued on exercise of SAYE/CSOP options              425       2,108
 Dividends paid                                                      10        (12,498)  (12,335)

 Net cash used in financing activities                                         (15,770)  (13,609)
 Net (decrease)/increase in cash and cash equivalents                          (4,593)   5,569
 Cash and cash equivalents at beginning of year                                16,674    11,105
     Cash and cash equivalents at end of year                        20        12,081    16,674

NOTES TO THE FINANCIAL STATEMENTS

 

1. Basis of preparation and material accounting policies

 

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

 

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

 

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

 

1.1 Statement of Directors responsibilities

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

 

1.2 Cautionary statement

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

 

2. Going concern

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

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

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

 

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

 

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

 

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

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

 

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

 

 

3. Revenue and operating segments

 

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

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

 

 Reportable segment/Platforms  Legal service lines                 Consultancy service lines

 Corporate                     Banking                             GEG Services

                               Corporate                           Gateley Global

                               Restructuring advisory

                               Taxation
 Business services             Austen Hays                         Adamson Jones

                               Commercial Dispute Resolution       Symbiosis IP

                               Complex International Litigation

                               IP and commercial

                               Regulatory

                               Reputation, media and privacy law
 People                        Employment                          Entrust Pension

                               Pension                             Kiddy and Partners

                               Private client                      T-three
 Property                      Real Estate                         Capitus

                               Residential Development             Hamer/Persona

                               Construction                        RJA

                               Planning                            Smithers Purslow

                               Real Estate Dispute Resolution      Vinden

 

 

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

 

                          2025     2024
                          £'000    £'000

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

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

 

2025

                                                Business Services  Corporate  People  Property               Total
                                                £'000              £'000      £'000   £'000     £'000
 Segment revenue from services                  6,456              16,677     7,103   19,667    49,903

 transferred at a point in time
 Segment revenue from services                  21,995             22,334     10,438  74,829    129,596

 transferred over time
 Total segmental revenue                        28,451             39,011     17,541  94,496    179,499

 Segment contribution (as reported              8,668              16,321     5,475   31,392    61,856

 internally)
 Costs not allocated to segments:
 Other operating income                                                                         224
 Personnel costs                                                                                (19,849)
 Depreciation and amortisation                                                                  (8,458)
 Other operating expenses                                                                       (15,551)
 Share based payment charges                                                                    (1,375)
 Consideration treated as                                                                       (10,928)

 remuneration
 Exceptional items                                                                              (1,937)
 Net financial expense                                                                          2,381
 Profit for the financial year before taxation                                                  6,363

 

 

2024

                                                Business   Corporate  People  Property  Total

segments
                                                Services
                                                £'000      £'000      £'000   £'000     £'000

 Segment revenue from services                  5,648      15,845     7,918   18,936    48,347

 transferred at a point in time
 Segment revenue from services                  19,241     21,219     11,636  72,049    124,145

 transferred over time
 Total segmental revenue                        24,889     37,064     19,554  90,985    172,492

 Segment contribution (as reported              7,523      13,975     5,772   33,240    60,510

 internally)
 Costs not allocated to segments:
 Other operating income                                                                 153
 Personnel costs                                                                        (18,087)
 Depreciation and amortisation                                                          (8,015)
 Other operating expenses                                                               (16,788)
 Share based payment charges                                                            (1,686)
 Gain on bargain purchase                                                               3,609
 Contingent consideration treated as                                                    (6,956)

 remuneration
 Exceptional items

                                                                                        (1,563)
 Net financial expense                                                                  2,778
 Profit for the financial year before taxation                                          13,955

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

Services transferred over time

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

Contract assets

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

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

Contract Liabilities

 

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

 

Practical expedients under IFRS 15

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

 

4. Expenses and auditor's remuneration

Included in operating profit are the following:

                                                                      2025    2024
                                                                      £'000   £'000

 Depreciation on tangible assets (see note 11)                        1,303   1,140
 Depreciation on right-of-use asset (see notes 11 and 22)             4,034   3,949
 Short term and low value lease payments (see note 22)                88      76
 Operating lease costs on property (see note 22)                      117     116

                                                                      2025    2024
                                                                      £'000   £'000
 Non-underlying items
 Amortisation of acquisition related intangible assets (see note 12)  2,696   2,483
 Share based payment charges - Gateley Plc                            1,375   1,625
 Share based payment charges - Gateley RJA Limited                    -       61
 Gain on bargain purchase                                             -       (3,609)
 Consideration treated as remuneration                                10,928  6,956
                                                                      14,999  7,516
 Exceptional items
 Acquisition costs                                                    13      37
 One off remuneration charge - Gateley RJA Limited                    -       367
 Reorganisation costs                                                 1,924   1,159
 Total non-underlying and exceptional items                           16,936  9,079

 

 

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

 

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

 

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

 

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

 

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

 

Auditor's remuneration

                                                                                2025    2024
                                                                                £'000   £'000

 Fees payable to the Company's Auditor in respect of audit services:

   Audit of these financial statements                                          126     115
   Audit of financial statements of subsidiaries of the Company                 25      23
                                                                                151     138

 Amounts receivable by the Company's auditor and its associates in respect of:

 Other assurance services                                                       47      37

 

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

 

5. Personnel costs

 

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

                                          Number of employees
                               2025                   2024

 Legal and professional staff  1,066                  1,068
 Administrative staff          505                    468
                               1,571                  1,536

 

 

The aggregate payroll costs of these persons were as follows:

                                                    2025     2024
                                                    £'000    £'000

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

 

6. Share based payments

 

Group

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

Save As You Earn scheme ('SAYE')

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

Company Share Option Plan ('CSOP')

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

Long Term Incentive Plan ('LTIP')

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

 

Performance conditions

 

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

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

 

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

 

Restricted Share Award Plan ('RSA')

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

The annual awards granted under all schemes are summarised below:

 

 

                                 Weighted average remaining contractual life  Weighted   Originally granted                            Lapsed/exercised at 30 April 2024          At 1 May                                                          Granted                                                           Lapsed during year                        Exercised in the year                                   At 30 April 2025

                                                                              average                                                                                             2024                                                              during

                                                                              exercise                                                                                                                                                              the year

                                                                              price
                                                                                         Number                                        Number                                     Number                                                            Number                                                            Number                                    Number                                                  Number

 SAYE
 SAYE 20/21 - 6 November 2020                                                                       2,337,197                                                                                                                                                                                                                      (170,346)                                                                            -

                                 0 years                                      £1.02                                                     (1,966,215)                               370,982                                                           -                                                                                                           (200,636)
 SAYE 21/22 - 25 August 2021                                                                           673,077                                                                                                                                                                                                                     (277,242)                                                                                                            4,022

                                 0 years                                      £1.70                                                    (391,813)                                  281,264                                                           -                                                                                                                  -
 SAYE 22/23 - 22 September 2022                                                                                                                                                                                                                                                                                                       (151,660)

                                 0.4 years                                    £1.55      1,070,154                                     (465,305)                                  604,849                                                           -                                                                                                           -                                                       453,189
 SAYE 23/24 - 3 November 2023

                                 1.5 years                                    £1.14      1,801,308                                     (95,668)                                   1,705,640                                                         -                                                                 (400,282)                                 -                                                       1,305,358
 SAYE 24/25 - 18 September 2024                                                                                                                                                                                 -                                                                                                                     (72,315)                                                                                                      866,669

                                 2.5 years                                    £1.12           -                                        -                                                                                                            938,984                                                                                                            -
                                                                                                    5,881,736                                                                               2,962,735                                                                                                                              (1,071,845)                                                                                                      2,629,238

                                                                                                                                       (2,919,001)                                                                                                  938,984                                                                                                      (200,636)

 CSOPS
 CSOPS  20/21 - 7 July 2020      0 years                                                               976,797                                                                                  234,702                                                                      -                                                       (70,999)                                                                                                         -

                                                                              £1.35                                                      (742,095)                                                                                                                                                                                                              (163,703)
 CSOPS 22/23 - 14 December 2022                                                                                                                       (50,000)                                              250,000                                 -

                                 0.6 years                                    £1.74      300,000                                                                                                                                                                                                                      (25,000)                                      -                                                   225,000
                                                                                                    1,276,797                                                                                484,702                                                -

                                                                                                                                       (792,095)                                                                                                                                                                      (95,999)                                    (163,703)                                             225,000

 LTIPS
 LTIPS - 27 April 2022           0.0 years                                                          1,115,000                                                                                                                                                                     -                                                   (52,500)                                           -                                                          837,500

                                                                              £0.00                                                        (225,000)                              890,000
 LTIPS 23 Feb 2023               0.8 years                                                                                                                                                                                                                                                                                                                      -

                                                                              £0.00      1,320,000                                     (190,000)                                  1,130,000                                                         -                                                                 (30,000)                                                                                          1,100,000
                                                                                                    2,435,000                                                                               2,020,000                                                                                                                              (82,500)                                                                                                         1,937,500

                                                                                                                                        (415,000)                                                                                                    -                                                                                                          -

 RSA
 RSA - 27 April 2022                                                                               1,422,560                                                                                 1,185,060                                                                                                                                                                                                                                            1,160,060

                                 2.0 years                                    £0.00                                                    (237,500)                                                                                                          -                                                                (25,000)                                    -
 RSA - 22 February 2023          2.8 years                                    £0.00      1,175,000                                     (237,500)                                  937,500                                                           -                                                                 (150,000)                                 -                                                       787,500
 RSA - 21 September 2023         3.4 years                                    £0.00      790,131                                       -                                          790,131                                                           -                                                                 (29,155)                                  -                                                       760,976
 RSA - 24 July 2024              4.2 years                                    £0.00      -                                             -                                          -                                                                 3,198,327                                                         (72,464)                                  -                                                       3,125,863
 RSA - 6 February 2025           4.8 years                                    £0.00      -                                             -                                          -                                                                 151,882                                                           -                                         -                                                       151,882

                                                                                         3,387,691                                     (475,000)                                  2,912,691                                                         3,350,209                                                         (276,619)                                 -                                                       5,986,281

 

 

Fair value calculations

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

 

                                      SAYE        RSA         RSA

 Grant date                           18/09/2025  24/07/2024  06/02/2025
 Share price at date of grant         £1.36       £1.355      £1.36
 Exercise price                       £1.12       £nil        £nil
 Volatility                           29%         27%         27%
 Expected life (years)                3.3         5.0         5.0
 Risk free rate                       3.648%      3.945%      4.170%
 Dividend yield                       5.75%       0.00%       0.00%

 Fair value per share
 Market based performance condition   -
 Non-market based performance         £0.29       £1.355      £1.36

 condition/no performance condition

 

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

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

 

7. Financial income and expense

 

Recognised in profit and loss

                                                                 2025     2024
                                                                 £'000    £'000
 Financial income
 Interest income                                                 4,770    4,999
 Total financial income                                          4,770    4,999

 Financial expense
 Interest expense on bank borrowings measured at amortised cost  (1,299)  (1,051)
 Interest on lease liability                                     (1,090)  (1,170)
 Total financial expense                                         (2,389)  (2,221)

 Net financial income                                            2,381    2,778

 

 

 

8. Taxation

                                                        2025    2024
                                                        £'000   £'000
 Current tax expense
 Current tax on profits for the year                    5,425   4,341
 Under provision of taxation in previous period         418     73
 Total current tax                                      5,843   4,414

 Deferred tax expense
 Origination and reversal of temporary differences      (561)   (646)
 (Under)/over provision on share-based payment charges  (284)   113
 Total deferred tax expense                             (845)   (533)

 Total tax expense                                      4,998   3,881

 

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

 

                                                               2025    2024
                                                               £'000   £'000

  Profit for the year (subject to corporation tax)             6,363   13,955

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

 

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

 

9. Earnings per share

 

 Statutory earnings per share
                                                                                2025         2024
                                                                                Number       Number

 Weighted average number of ordinary shares in issue, being weighted average    133,571,424  130,127,316
 number of shares for calculating basic earnings per share
 Shares deemed to be issued for no consideration in respect of share based      316,767      1,980,638
 payments

 Weighted average number of ordinary shares for calculating diluted earnings    133,888,191  132,107,953
 per share

                                                                                2025         2024
                                                                                £'000        £'000

 Profit for the year and basic earnings attributable to ordinary equity         1,365        10,074
 shareholders

 Non-underlying and exceptional items (see note 4)
 Operating expenses                                                             16,936       9,079
 Tax on non-underlying and exceptional items                                    (484)        (391)
 Underlying earnings before non-underlying and exceptional items                17,817       18,762

 Earnings per share is calculated as follows:

                                                                                2025         2024
                                                                                Pence        Pence

 Basic earnings per ordinary share                                              1.02         7.74
 Diluted earnings per ordinary share                                            1.02         7.63

 Basic earnings per ordinary share before non-underlying and exceptional items  13.34        14.42
 Diluted earnings per ordinary share before non-underlying and exceptional      13.31        14.20
 items

 

2025

 

2024

 

£'000

£'000

 

 

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

1,365

10,074

 

 

Non-underlying and exceptional items (see note 4)

 

Operating expenses

16,936

9,079

Tax on non-underlying and exceptional items

(484)

(391)

Underlying earnings before non-underlying and exceptional items

17,817

18,762

 

 

Earnings per share is calculated as follows:

 

 

 

2025

 

2024

 

Pence

Pence

 

 

Basic earnings per ordinary share

1.02

7.74

Diluted earnings per ordinary share

1.02

7.63

 

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

13.34

14.42

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

13.31

14.20

 

10. Dividends

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

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

 

11. Property, plant and equipment

 

                                        Leasehold      Equipment  Fixtures and  Right-of-use assets  Total

                                        improvements              Fittings
                                        £'000          £'000      £'000         £'000                £'000
 Cost
 Balance at 1 May 2023                  313            7,736      6,025         40,153               54,227
 Additions                              -              699        346           472                  1,517
 Arising through business combinations  34             90         -             -                    124
 Disposal                               -              (22)       -             (630)                (653)
 As at 30 April 2024                    347            8,503      6,371         39,994               55,215
 Balance at 1 May 2024                  347            8,503      6,371         39,994               55,215
 Additions                              -              802        723           1,545                3,070
 Disposals                              -              -          -             (1,071)              (1,071)
 As at 30 April 2025                    347            9,305      7,094         40,468               57,214

 Depreciation and impairment
 Balance at 1 May 2023                  220            6,722      5,504         13,055               25,501
 Depreciation charge for the year       29             823        287           3,949                5,089
 Arising through business combinations  15             59         -             -                    74
 Eliminated on disposal                 -              (22)       -             (630)                (652)
 Balance at 30 April 2024               264            7,582      5,791         16,374               30,011
 Balance at 1 May 2024                  264            7,582      5,791         16,374               30,011
 Depreciation charge for the year       29             941        333           4,034                5,337
 Eliminated on disposal                 -              -          -             (1,071)              (1,071)
 Balance at 30 April 2025               293            8,523      6,124         19,337               34,277

 Net book value
 At 30 April 2024                       83             921        580           23,621               25,204
 At 30 April 2025                       54             782        970           21,131               22,937

12. Intangible assets and goodwill

 

                                        Goodwill  Customer lists  Brands  Total
                                        £'000     £'000           £'000   £'000
 Deemed cost
 At 1 May 2023                          1,550     17,261          3,518   22,329
 Arising through business combinations  -         3,322           -       3,322
 At 30 April 2024                       1,550     20,583          3,518   25,651
 Arising through business combinations  -         -               -       -
 At 30 April 2025                       1,550     20,583          3,518   25,651

 Amortisation
 At 1 May 2023                          -         9,155           245     9,400
 Charge for the year                    -         2,248           235     2,483
 At 30 April 2024                       -         11,403          480     11,883
 Charge for the year                    -         2,461           235     2,696
 At 30 April 2025                       -         13,864          715     14,579

 Carrying amounts
 At 30 April 2024                       1,550     9,180           3,038   13,768
 At 30 April 2025                       1,550     6,719           2,803   11,072

 

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

 

Goodwill is allocated to the following cash generating units:

                                                    2025      2024
                                                    £'000     £'000
 Property Group
 Gateley Capitus Limited                            -         -
 Gateley Hamer Limited                              -         -
 GCL Solicitors (acquisition of trade and assets)   -         -
 Persona Associates Limited                         40        40
 Gateley Vinden Limited                             934       934
 Tozer Gallagher (acquisition of trade and assets)  -         -
 Gateley Smithers Purslow Limited                   -         -
 Gateley RJA Limited                                -         -
                                                    974       974

 Employment, Pensions and Benefits Group
 Kiddy & Partners Limited                           -         -
 International Investment Services Limited          -         -
 T-three Consulting Limited                         -         -
                                                    -         -

 Business services Group
 Gateley Tweed (acquisition of goodwill)            576       576
 Adamson Jones IP Limited                           -         -
 Symbiosis IP Limited                               -         -
                                                    576       576
                                                    1,550     1,550

Impairment testing

 

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

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

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

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

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

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

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

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

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

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

 

 

13. Other intangible assets

 

                                  IT development costs  Computer

                                  £'000                 software   Total

£'000
                                                        £'000
 Cost
 Balance at 1 May 2023            282                   1,203      1,485
 Additions                        -                     -          -
 At 30 April 2024                 282                   1,203      1,485
 Additions                        -                     -          -
 At 30 April 2025                 282                   1,203      1,485
 Amortisation
 Balance at 1 May 2023            40                    355        395
 Charge for the year              80                    363        443
 At 30 April 2024                 120                   718        838
 Charge for the year              80                    345        425
 At 30 April 2025                 200                   1,063      1,263

 Net book value at 30 April 2024  162                   485        647
 Net book value at 30 April 2025  82                    140        222

 

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

 

14. Contract assets and liabilities

 

                          Contract assets              Contract liabilities
                          £'000                        £'000

 As at 30 April 2025                 24,886            (198)

 As at 30 April 2024      23,543                       (409)

 

Contract assets

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

 

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

 

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

 

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

 

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

 

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

Contract assets recognised under IFRS 15

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

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

 

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

 

Contract liabilities

 

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

 

Contract liabilities recognised under IFRS 15

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

                                                   2025    2024
                                                   £'000   £'000

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

 

15. Trade and other receivables

                                                               2025      2024
                                                               £'000     £'000

 Trade receivables                                             57,854    58,056
 Prepaid consideration subject to earn-out service conditions  2,328     6,717
 Prepayments                                                   8,901     7,249
 Other receivables including insurance receivables             1,493     2,083
                                                               70,576    74,105

 Amounts falling due after one year:                                     £'000

 Prepaid consideration subject to earn-out service conditions  2,559     8,368

 

Trade receivables

 

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

 

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

 

All trade receivables are repayable within one year.

 

Movement in loss allowance

                                          2025     2024
                                          £'000    £'000

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

 

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

 

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

 

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

 

 

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

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

 

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

.

 

16. Other interest-bearing loans and borrowings

 

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

                          2025              2024
                          Fair    Carrying  Fair    Carrying

amount

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

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

 

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

 

 

 30 April 2025             Current                          Non-current
                           Within 6 months  6 to 12 months  1 - 5   Later than

                                                            years   5 years
                           £'000            £'000           £'000   £'000

 Bank borrowings           -                -               22,249  -
 Leases                    2,584            2,584           19,048  4,012
 Trade and other payables  9,249            -               -       -
 Total                     11,833           2,584           41,297  4,012

 

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

 

 30 April 2024             Current                          Non-current
                           Within 6 months  6 to 12 months  1 - 5   Later than

                                                            years   5 years
                           £'000            £'000           £'000   £'000

 Bank borrowings           -                14,133          -       -
 Leases                    2,721            2,720           19,855  7,926
 Trade and other payables  12,839           -               -       -
 Total                     15,560           16,853          19,855  7,926

 

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

 

17. Trade and other payables

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

 

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

 

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

 

 

18. Deferred tax

Deferred tax assets and liabilities are summarised below:

 

Deferred tax asset

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

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

 

Deferred tax liability

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

 

                                                                Customer lists

                                                                £'000

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

 

19. Provisions

                                   2025    2024
                                   £'000   £'000
 Current provision
 Professional indemnity provision  175     175
 Total current provision           175     175

 Non-current provision
 Professional indemnity provision  2,093   3,088
 Dilapidations provision           637     637
 Total non-current provision       2,730   3,725

 Total provisions                  2,905   3,900

 

 Professional indemnity estimated claim cost
                                               2025    2024
                                               £'000   £'000

 Brought forward                               3,263   1,010
 Provisions made during the year               -       2,253
 Provisions reversed during the year           (995)   -
 At end of year                                2,268   3,263

 Non-current                                   2,093   3,088
 Current                                       175     175
                                               2,268   3,263

 

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

 

Dilapidations provision

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

 

                             2025     2024

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

 

20. Net debt

                                                        2025      2024
                                                        £'000     £'000

 Cash and cash equivalents                              12,081    16,674

 Debt
 Total loans brought forward                            (41,432)  (38,786)
 Revolving credit facility - due in more than one year  (5,777)   (6,095)
 New lease liability in the year                        (2,634)   (1,642)
 Repayment of lease liability                           5,376     5,091
 Total loan carried forward                             (44,467)  (41,432)

 Brought forward from previous year                     (24,758)  (27,681)
 Movement during year                                   (7,628)   2,923
 Net debt at the year end                               (32,386)  (24,758)

 

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

 

                                       Long term borrowings  Short term borrowings  Lease liabilities  Total
                                       £'000                 £'000                  £'000              £'000

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

 

                                            Long term borrowings  Short term borrowings  Lease liabilities  Total
                                            £'000                 £'000                  £'000              £'000

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

 

21. Share capital

 

Authorised, issued and fully paid

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

 

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

 

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

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

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

 

22. Leases liabilities - IFRS 16

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

 

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

 

                    Number of leased assets*  Average length of lease remaining  Opening lease asset  Net additions  Depreciation  Closing lease asset

                                                                                 £'000                £'000          £'000         £'000
 Office buildings   10                        4.5 years                          23,239               1,375          (3,886)       20,729
 Electric Vehicles  15                        1.7 years                          382                  168            (148)         402

 

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

 

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

 

                              2025     2024

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

 

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

 

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

 

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

 

                                                                               Property  Equipment  Total
                                                                               £'000     £'000      £'000

 Expenses relating to short-term leases                                        117       18         135
 Expenses relating to leases of low-value assets, excluding short-term leases  -         70         70
 of low value assets
                                                                               117       88         205

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

 

                                        30 April 2025  30 April 2024

                                        £'000          £'000

 Within one year                        5,169          5,441
 In the second to fifth year inclusive  19,048         19,855
 After five years                       4,012          7,926
                                        28,229         33,222

 

 

23. Subsequent events

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

Alternative performance measures

Underlying profit before tax

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

                                                        2025    2024
                                                        £'000   £'000

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

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

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

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

 

 

Underlying operating profit

                                                        2025    2024
                                                        £'000   £'000

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

 

Cash generated from operations

 

a)  Free cash flows

 

                                            2025     2024
                                            £'000    £'000

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

 

b)  Working capital measures

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

 

 

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

 

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

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Annual report and financial statements will be posted to shareholders in
due course. Further copies will be available from the Company's website:
www.gateleyplc.com
(file:///C%3A/Users/Cat%20Valentine/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/JZ8HWI9W/www.gateleyplc.com)
.

 

 4  (#_ftnref1) The Board understands that market consensus expectations for
FY26, based on the three analysts that have published research since 3rd June
2025, are for revenue of £187.2m and underlying profit before tax of £23.6m.

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