REG - Gateley (Holdings) - Half year results
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RNS Number : 7274K Gateley (Holdings) PLC 09 December 2025
9 December 2025
Gateley (Holdings) Plc
("Gateley", the "Group" or the "Company")
(AIM:GTLY)
Half Year results for the six months ended 31 October 2025
Strong organic growth as investments and operational improvements deliver
Gateley, the professional services group, is pleased to announce its unaudited
results for the six months ended 31 October 2025 (the "Period" or "H1 26").
Financial Highlights
· Group revenue up 9.3% to £94.3m (H1 25: up 5.3% to £86.3m); organic revenue
growth of 8.6% (H1 25: 3.2%)
· Revenue growth driven by increased fee earner utilisation of 89% (H1 25: 88%)
and positive returns from prior patient investment and implementation of
pricing and conversion strategy
· Legal services revenue grew entirely organically by 10.9% (H1 25: 2.1%)
· Revenue from consultancy services grew 5.5% to £27.1m (H1 25: £25.7m), of
which organic growth was 3.2% (H1 25: 6.1%)
· Underlying operating profit margin at 9.2% (H1 25: 10.5%), resulting from the
pre-Budget Q2 slowdown in transactional services alongside ongoing patient
investment
· Underlying profit before tax of £9.5m (H1 25: £10.6m)
· Net debt of £19.6m at the Period end, driven by acquisition consideration
payments, working capital movements and EBT share purchases, with significant
headroom remaining
· Management is confident of meeting full year consensus expectations(4)
· Proposed interim dividend of 3.3p (H1 25: 3.3p) per share
Headline and underlying H1 26 H1 25 Change
Group revenue £94.3m £86.3m 9.3%
Group underlying operating profit £8.6m £9.1m (4.8)%
Group underlying profit before tax(1) £9.5m £10.6m (10.8)%
Underlying diluted EPS(2) 5.65p 6.63p (14.8)%
Net assets £71.1m £80.8m (12.0)%
Net (debt)/cash(3) £(19.6)m £1.2m
Dividend 3.3p 3.3p -
Reported H1 26 H1 25 Change
Group profit before tax £6.3m £3.3m 90.4%
Group profit after tax £5.0m £1.9m 160.8%
Basic earnings per share ("EPS") 3.73p 1.44p 159.1%
(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) Underlying 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
(4) The Board understands that market consensus expectations for FY 26, based on
the two analysts that have published research since 1(st) September 2025, are
for revenue of £189.4m and underlying profit before tax of £23.8m
.
Strategic and post-Period highlights
· Acquisition of Groom Wilkes & Wright ("GWW") in September for an initial
consideration of £5.73m, in-line with capital allocation policy targeting
profit enhancing returns. GWW is performing ahead of initial expectations;
· Deliberate management of churn resulted in average fee earner headcount
reducing by 1.8% to 1,062 in H1 26 (H1 25: 1,081) whilst we continued to
invest for margin-enhancing growth by;
· welcoming nine laterally hired Partners; and
· hiring a new legal services corporate team
of eight people in Dubai and relocating our Middle East operation to Dubai
International Financial Center;
· Personnel cost managed such that increase is wholly as a result of Autumn 2024
Budget NICs increase
· EBT funded in-line with capital allocation policy to support our Restricted
Share Award (RSA) Plan
· Achieved all 15 responsible business objectives set out in our 2024/25
Responsible Business Report and launched 15 new objectives in our fifth annual
Responsible Business Report published on 6 August 2025
Current trading and outlook
· H1 26 outturn demonstrates strong organic growth from our ongoing investment
in a diverse range of professional services
· Overall activity levels ahead of H1 25 despite the material pre-Budget
deceleration in transactional services activity during Q2
· We estimate that pre-Budget transactional inertia impacted H1 revenue by circa
£3m, which if delivered in H1 would have resulted in H1 margins consistent
with full year expectations. We expect this inertia to unwind in H2
· Recent organic investments in established services are generating strong
returns alongside emerging returns from investments in new services and a
strong performance from our latest acquisition
· Continuation of patient investments in new services, new systems and in our
enhanced offer in the Middle East
· Our strong H1 performance leaves the Group well placed for H2. Management is
confident of meeting full year consensus expectations
Rod Waldie, Chief Executive Officer of Gateley, said:
"I am very pleased with the Group's trading performance in H1 26. Each of
our Platforms grew revenue despite inertia in transactional activity, induced
by pre-Budget uncertainty as we progressed through Q2, as compared with very
strong transactional activity throughout Q2 FY 25. Overall, we are very
pleased with the Group's organic revenue growth (8.6%). This primarily
resulted from, firstly, focusing on higher value work alongside the
implementation of our previously announced enhanced pricing and
conversion-to-fees policies and procedures and, secondly, solid returns from
recent investments in some of our established, market-leading services.
These strong organic improvements validate our ongoing patient investment in
new systems and service lines and underpins our confidence in delivering
margin expansion despite the shorter-term impact of pre-Budget inertia. Our
balance sheet provides a strong foundation to further invest in both legal and
consultancy services.
"As always, I would like to thank our clients for their support and our
dedicated people for their ongoing hard work, commitment and can-do attitude."
Enquiries:
Gateley (Holdings) Plc
Neil Smith, Chief Financial Officer Tel: +44 (0) 121 234 0196
Nick Smith, Acquisitions Director and Head of Investor Relations Tel +44 (0) 20 7653 1665
Cara Zachariou, Communications Director Tel +44 (0) 121 234 0074
Mob: +44 (0) 7703 684 946
Panmure Liberum - Nominated Adviser and Broker
Nicholas How/ Satbir Kler Tel: +44 (0) 20 3100 2167
MANAGEMENT STATEMENT
We are very pleased with the Group's trading performance in H1 26. It is
difficult to overstate the impact, on most of our transactional services
teams, of the pre-Budget uncertainty. This resulted in a marked deceleration
in client transactional activity during Q2, compared to the pronounced
acceleration of activity during the lead-up to the October 2024 Budget.
Despite this, and a lower in-Period average fee earner headcount, the Group
demonstrated its adaptability and the resilience derived from our mix of
services in generating an overall increase in activity (plus 1%), which
delivered revenue growth of 9.3% of which 8.6% was organic.
Our in-Period revenue growth was mainly derived from:
1. Implementation of our previously announced strategies for enhanced
pricing and management of work-in-progress ("WIP") to fees;
We have a constant focus on the basics in our business; consistent delivery of
excellent service, winning quality, profitable new business on each of our
Platforms and realising cross-selling opportunities. Alongside this, at the
beginning of FY26, we set a near-term objective to drive more value out of our
revenue streams as a component of achieving our target to improve underlying
operating profit margin to not less than 13.5% in the near term. During H1,
in pricing, WIP management and conversion, we:
· completed a new training programme across all senior leaders
in our legal services business, delivered by the sector's leading price and
management consultancy. This has already resulted in an improvement in
conversion, up 6% on a like-for-like basis and
· invested in the market-leading legal services pricing and
revenue management software, which will become fully operational during H2.
We are confident that our in-Period training and software implementation in H2
will benefit FY26 and beyond, including in the pipeline of pent-up
transactional activity that we anticipate will materialise in H2 FY26.
2. Returns from recent investments in our established, market-leading
services.
H1 saw strong returns from recent investments in some of our established,
market-leading services, exampled on our Property Platform by our investment
over the last 12 months in people for our legal services Residential
Development and Construction teams, who both delivered strong double-digit
revenue growth against a challenging macro backdrop for both sectors.
In-Period examples of additional patient investments include further system
development, including for our class actions business, Austen Hays and
investment in people and infrastructure for our significantly enhanced offer
to the Middle East from Dubai, from which near term returns are becoming
clear, as is the case from the nine senior laterally hired people across the
Group during H1.
Gateley is a dynamic and broadly based professional services business with
attractive opportunities across all the sectors in which we operate. Investing
in the current and future capacity of our business to capture these
opportunities is critical to our future success and is not limited to the
expansion of service lines and senior lateral hires outlined above. In Period,
and in line with our plans, we carefully managed those areas of the business
that were under-utilised whilst balancing this with investment in our client
support functions and in our systems and AI capabilities. Whilst not
immediately fee generating, these investments will continue to support and
enhance our overall fee capacity and pricing initiatives.
The returns that we can already see in-Period show that we are on the right
path. Overall, looking beneath the surface of our H1 underlying operating
profit margin of 9.2% (H1 FY25: 10.5%), we can see the benefits of increased
activity levels, conversion and pricing more than offsetting the combined
effect of low single digit core wage and overhead inflation and the absorption
of higher NIC costs. The effects of the pre-Budget inertia, which we estimate
at circa £3m of fee income, should be seen in this context. After factoring
all the additional patient investments outlined above, H1 underlying operating
profit margins would have been consistent with full year expectations.
The professional services sector remains fragmented and we continue to see
significant opportunities for further organic growth and selective
acquisitions, aided by the Group's strong balance sheet, including undrawn
headroom of £49.5m in the Group's RCF. In the Period, we acquired Groom,
Wilkes & Wright LLP (GWW), which significantly enhances our trademark
attorney services, is margin enhancing relative to consolidated Group margins,
and is performing ahead of expectations. Integration of GWW is progressing
smoothly.
Our actions during H1 are evidence that we remain committed to a disciplined
and consistent application of investment in four main areas to maximise
long-term returns for our shareholders and other key stakeholders. These
are:
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
and generate 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.
Debt increased during the Period from £19.0m at FY25 to £30.2m as a result
of deploying £4.8m in respect of M&A, £2.0m in respect of service line
investments, £1.4m of additional capex and system development costs, and
£3.3m against its recirculation strategy and funding to the EBT.
Beyond the above, our priority is to return regular dividends to our
shareholders. The Board is recommending payment of an interim dividend for H1
26 of 3.3p per share, unchanged versus H1 25. This dividend will be paid on 31
March 2026 to shareholders on the Company's register on 20 February 2026, with
an ex-dividend date of 19 February 2026.
Current trading and outlook
The Group's overall strength is evidenced in our H1 outturn, which further
extended our unbroken record of profitable revenue growth since IPO and
earlier. We are carrying good momentum into H2 and expect continuing strong
activity across our broad and diverse services which exist on each of our
Platforms. We do anticipate a resumption in H2 26 of business-as-usual
activity in transactional services as pent-up pipelines unwind, post Budget.
We also expect to see further returns in H2 from our ongoing pricing and
conversion initiatives and from our recent investments for organic growth,
together with a full Period contribution from GWW. Allied to our H1 outturn,
these factors leave us looking forward with confidence in our ability to
deliver results for the full year in line with consensus expectations.
Platform review
Group revenue grew by 9.3% to £94.3m for H1 26 (H1 25: £86.3m) of which 8.9%
was organic. Revenue growth in the Group's core legal services was entirely
organic at 10.9%, growing to £67.2m (H1 25 £60.6m) and revenue from
consultancy services grew 3.2% organically and by 5.5% overall to £27.1m (H1
25 £25.7m). Acquired consultancy revenue totalled £0.6m following the
acquisition of GWW in September.
The Group grew revenue on each of its Platforms, other than the Corporate
Platform which was down 0.4% against H1 FY25. Transactional activity
decreased significantly in the latter part of Q2 26, and against a strong
comparative in H1 25, due to the timing of the Autumn Budgets over the
respective reporting periods. Our current expectation is for delayed
transactional activity from Q2 26 to normalise across the remainder of the
year.
Overall, fee earner utilisation was ahead of the prior year as we progressed
into H2. This is despite the aforementioned Budget-induced reduction in
activity in some of our transactional services. With increased certainty, we
anticipate that inertia will ease in our clients' transactional pipelines.
Activity in our more counter-cyclical businesses remained strong throughout
H1, as exampled by good revenue growth from our Business Services Platform,
which includes most of our dispute resolution services.
Contribution margin reduced on each Platform, other than the Property
Platform, which benefitted from prior year investment for profit-enhancing
growth, including in people for our Construction and Residential Development
and Gateley RJA teams, in aggregate contributing £4.1m towards improvement in
Platform profit. In addition, the restructuring of the Real Estate team helped
generate £1.1m of additional Platform profit. The main reason for the
reduction in margin in the other Platforms was as a result of continued
patient investment, plus some impact from the distorted comparison with Q2
FY25 as discussed above. For example, we continue to invest in our Complex
International Dispute Resolution and Class Actions teams on our Business
Services Platform. These are high value workstreams in which we remain
confident in long-term returns for which we are prepared to accept a
short-term drag on the Platform's margin contribution. On our People
Platform, whilst our Pensions team grew its revenue and profit contribution,
all other teams on this Platform experienced decreasing profits and are
positioning themselves for expected increases in activity in H2.
Results Business Services Platform Corporate Platform People Platform Property Platform Total
H1 26 Revenue (£m) 15.4 18.6 10.0 50.3 94.3
Revenue growth H1 26 7.2% (0.5)% 8.4% 14.3% 9.3%
Organic revenue growth H1 26 3.1% (0.5)% 8.4% 14.3% 8.6%
H1 25 Revenue (£m) 14.3 18.7 9.3 44.0 86.3
H1 26 contribution margin 30.3% 36.0% 27.1% 35.7% 34.0%
H1 25 contribution margin 36.8% 42.9% 37.2% 31.6% 35.5%
The Group's underlying operating profit decreased by 4.8% to £8.6m (H1 25:
£9.1m) and underlying profit before tax decreased by 10.8% to £9.5m (H1 25:
£10.6m).
Business Services Platform
This Platform supports clients in dealing with their commercial agreements,
managing risks, protecting assets and resolving disputes.
Platform revenue grew by 7.2%, of which 3.1% was organic.
The Platform continues to benefit from its counter-cyclical services
profile. Our Commercial Dispute Resolution team and our Complex
International Dispute Resolution team grew their revenue by 9.2% and 7.3%
respectively and are carrying good momentum into H2, as is our Regulatory and
Business Defence team, which had a strong H1 with 21.3% of revenue growth.
Our Class Actions team has a large case in active process and continues its
wider book-build with three well progressed case appraisals in pipeline. We
remain confident of long-term returns from our ongoing investment in this
team.
We continue to invest in laterally-hired legal services Partners, including
in-Period recruitments to our Complex International Dispute Resolution team
and our Intellectual Property, Commerce and Technology team.
In consultancy services, both Adamson Jones and Symbiosis saw a contraction in
H1 revenue, following some people changes in both businesses and, in the case
of Symbiosis, some current challenges in the UK tertiary education sector.
H2 is expected to be more positive for both businesses and as a consequence of
our Trademark Attorney services now being significantly enhanced by our
acquisition of GWW in September. The GWW team is integrating well and
revenue to date is ahead of expectations. We maintain our interest in
continuing to acquire businesses that broaden our intellectual property
offering.
In aggregate, consultancy revenue represented 25.6% (HY 25: 22.9%) of this
Platform's revenue.
Corporate Platform
This Platform is focused on the corporate, financial services and
restructuring markets in both transaction and business support services.
After a strong opening, H1 revenue from this all-legal services Platform was,
essentially, flat versus prior year. This was due to increasing inertia in
corporate transactional activity as we progressed through Q2, paradoxically
almost the opposite of last year's pre-Autumn Budget spike. Despite this
paradox the team delivered an H1 result only marginally down in comparison; an
excellent performance and testament to both the quality and dedication of the
team, but also to the effectiveness and full-Period contribution of our
previously announced pricing and operational improvement strategies.
The Banking team was the Platform's top-performer, growing its revenue by
15.2% as a result of prior year concentration on sourcing higher-quality work
and shifting away from reliance on big-bank panel work and corporate
support. Overall, the Corporate team had a good H1 and is pleased to be 7.5%
ahead of its H1 25 revenue outturn despite the absence of last year's
pre-Budget spike in activity. The team's pipeline is reasonable, with
pent-up private equity and strategic buyer demand offering upside as market
sentiment improves and inertia lifts. The Tax team was ahead of its prior
year H1 revenue and is carrying capacity to serve a returning transactional
market. Restructuring Advisory had a quieter H1 in revenue terms.
In-Period investment was made in lateral hires for future growth in both the
Corporate and Restructuring teams. Those teams also received industry
recognition in high profile awards to each.
While the macro environment has tempered some activity, the Platform is well
positioned to benefit from a normalisation or upturn in market sentiment, post
Budget.
People Platform
This Platform supports clients dealing with and developing people and in
administering individuals' personal affairs.
Revenue on this Platform grew by 8.4% including the addition of circa 0.5% via
the repositioning of Gateley Global to this Platform from our Corporate
Platform.
Our Pensions team was the stand-out H1 performer on this Platform, growing its
revenue by 14.7%. The steady, recurring, quality revenue from this team is a
clear demonstration of the resilience in our mix of services. Private Client
continues to experience headwinds, which will remain an in-year challenge.
However, alongside the Pensions team, our Employment team is on-track to meet
or exceed its full year targets, despite a temporary dip in activity
supporting corporate transactional services. Moving forward, when enacted,
the Employment Rights Bill will almost certainly be another stimulus for the
team.
In consultancy services, market conditions have been challenging for t-three
and Kiddy & Partners as, in the current macro, businesses think carefully
before launching into leadership development and cultural change projects.
Given this backdrop, the team's year to date performance is encouraging, as is
its track-record of delivering good results in difficult market conditions.
t-three and Kiddy & Partners are winning more than their fair share of the
market and their H2 pipeline is good, including from new client wins,
alongside which, through lateral hire, the team is soon to onboard a new
service line in crisis management, which is investment that will benefit these
teams in future years. In the prior year, Gateley Global had an exceptional
mandate which spiked revenue, and which makes current year comparison very
challenging. The team had a steady H1 and is marketing hard, predominantly
via tenders, to off set dependency on existing mandates.
In aggregate, consultancy revenue represented 27.2% (HY 25: 28.8%) of this
Platform's 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 largest, most diverse, and most mature Platform. Against
the backdrop of ongoing challenging market conditions in UK commercial and
residential real estate, we are very pleased to once again report exceptional,
all organic, revenue growth of 14.3% from this Platform, which is evidence of
the benefit and resilience of the deliberate mix of services offered by the
Platform.
In legal services, our Residential Development team remains the largest
segment on this Platform. The housebuilder sector faced persistent
challenges throughout H1, in the context of which the team's revenue outturn
(+24.9% versus H1 25) underscores our market-leading credentials in this
sector. Whilst the commercial property market has generally been subdued,
our Real Estate team increased its H1 revenue by 23.4%. Activity has been
good for us in the industrial, logistics, data centre and build-to-rent
sectors, which are three of the Platform's six key focus sectors, in which
cross-unit initiatives are developing well. Alongside transactional
activity, specialist dispute resolution services continue to perform strongly
on this Platform, including in our Construction team, which remains amongst
market leaders in Building Safety Act advisory and advice to the surety
sector. The combined Construction team grew its H1 revenue by 27.8%.
In consultancy services, we saw H1 revenue growth of 8.0% and 56.3%
respectively from both Gateley Smithers Purslow and Gateley RJA. Gateley
Capitus is in-line and, whilst both behind their H1 target positions, both
Gateley Hamer and Gateley Vinden have stronger H2 forecasts.
Alongside further in-Period investment in lateral hires for future growth in
Residential Development, Construction and Consultancy Services, the Platform
received industry recognition with high profile awards to both the Real Estate
and Residential Development teams.
Taken as a whole, consultancy business revenue organically grew on this
Platform by 2.1% to £19.3m. This represented 38.4% (H1 25: 43.0%) of this
Platform's revenue.
People and operations
Our people remain our most valuable asset. We continue to adopt a measured
approach to resource whilst seeking to attract the best possible talent to
develop and enhance our services. Our average headcount decreased by 1.8% to
1,062 in H1 26, as we carefully managed churn whilst still making appropriate
investment in people for growth, including nine in-Period laterally-hired
Partners and the onboarding of a legal services corporate team in Dubai.
Our employee value proposition is constantly evolving, with a consistent focus
on employee engagement and inclusion to ensure that we attract and retain the
best talent. Our broad range of career opportunities is attractive, and our
employee offer remains differentiated, including the ability for all of our
people to participate in share ownership. In Period we further progressed
our internal equity re-circulation plan by funding our EBT to acquire
1,245,454 shares, mainly from employee IPO beneficiaries, to warehouse in
order to satisfy without dilution future RSA Plan issuance to partner and
partner equivalents in Group.
Operationally, our focus is on driving organic revenue and realising
efficiencies with a singular objective to improve margin, which is our key
near-term priority. Each of our Platforms is tasked with improving pricing,
WIP management and conversion into fees. Whilst our strong result in-Period
is partly due to the success of the implementation of these strategies, we
believe that there is still significant further opportunity to be captured as
we continue in these areas, alongside the additional opportunity in optimising
cross-selling across the Group. In the meantime, the primary focuses of
capital allocation remains (1) investment in people and internal capabilities,
including in Generative AI, where we are making some good progress, (2) in
selective M&A with businesses that align with our culture and values
whilst being additive in both existing and new service lines, and (3) in
returns to shareholders.
On-going integration of recently acquired businesses is proceeding as planned,
including positive enhancements to our Group integration processes. In
parallel, phase two of adoption of our new, market-leading business
management, productivity, and financial management system (3E) is proceeding
throughout FY 26 and into FY 27.
Total expenses
Personnel costs (excluding the IFRS 2 charge) increased as a percentage of
revenue to 64.1% (H1 25: 63.4%), as a result of changes to National Insurance
contributions announced in the FY 25 Autumn Budget. Average numbers of legal
and professional staff decreased by 1.8% to 1,062 (H1 25: 1,081) following a
review of underutilised areas of the business at the end of FY25.
Other operating expenses, excluding non-underlying items, increased to £21.8m
(H1 25: £19.1m) as a result of further investment in systems, ancillary
people cost and expansion in Dubai; all part of our programme of patient
investment. Overall, operating costs as a percentage of revenue have
increased from 22.1% (in H1 25) to 23.1%. Our ongoing use of agile working,
new business management systems and continuing review of premises usage will
generate further medium-term cost savings, where appropriate, without damaging
the resources available to clients and staff.
Profit before tax and earnings per share
Underlying adjusted profit before tax of £9.5m decreased by 10.8% from
£10.6m in H1 25.
Reported profit before tax increased to £6.3m (H1 25: £3.3m) due to H1 26
benefitting from the bargain purchase gain created on acquisition of GWW of
£3.2m. Underlying operating profit before tax decreased by 4.8% to £8.6m
(H1 25: £9.1m). Profit after tax of £5.0m increased by 160.8%, due again to
the gain on bargain purchase. Basic earnings per share increased by 159.3%
to 3.73p (H1 25: 1.44p). Underlying diluted earnings per share decreased by
14.8% to 5.65p (H1 25: 6.63p) as a result of a decrease in underlying earnings
and increased awards made under the Group's share option reward schemes.
Net assets and working capital
The Group's net asset position has decreased by £9.7m to £71.1m (H1 25:
£80.8m) as total assets increased by £5.2m whilst total liabilities
increased by £14.9m. The increase in total liabilities arose due to the
ongoing execution of the Group's capital allocation policy, which includes the
application of debt to grow through acquisition and support non-dilutive share
recirculation.
Net debt in H1 26 rose to £19.6m from net cash of £1.2m in H1 25 and net
debt of £6.6m in FY 25. Cash outflow from operating activities was £(7.0)m
(H1 25: cash inflow of £0.5m). Net cash flows from financing activities
increased to £4.4m (H1 25: outflows £(5.2)m) as inflows from Group debt
facilities of £11.5m were received. Free cash flows for the Period totalled
£(5.0)m (H1 25: £0.5m) as operating cashflows were decreased due to higher
costs and a reduced return on working capital as the Group grows.
Management continues to flex its methods and actions in its focus on reducing
working capital lock-up. Total lock-up increased from 162 to 170 days,
mainly as a result of debtor days increasing to 97 from 91 as debt recovery
slowed mainly as a result of client sentiment and actions felt as a result of
the UK economy's loss of growth momentum in the run-in to the recent Autumn
Budget. Positively, WIP days continue to be stable, increasing by only one
day from 72 to 73 days.
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 delighted to achieve all 15 of our internally set responsible business
targets in 2024/2025 and, in Period, we published our fifth annual Responsible
Business Report outlining actions taken and setting targets for 2025/2026.
Highlights from the report include:
· Establishment of new and ongoing strategic partnerships with organisations
such as Birmingham Panthers and Maiden Cricket;
· A collaboration with carbon accounting and net zero specialists Flotilla; and
· Targeted initiatives to enhance social mobility by creating accessible
pathways into the sector.
We are proud of the progress that we have made since publishing our
responsible business strategy five years ago. Our commitment to being a
responsible business is not about reaching an endpoint but about embracing
growth, development and continuous improvement.
Dividend
The Board has proposed an interim dividend of 3.3p per eligible ordinary share
(H1 25 3.3p). This dividend will be paid on 31 March 2026 to shareholders on
the Company's register on 20 February 2026, with an ex-dividend date of 19
February 2026.
Rod
Waldie
Neil Smith
Chief Executive
Officer
Chief Financial Officer
9 December 2025
Gateley (Holdings) Plc
Consolidated income statement and other comprehensive income
For the 6 months ended 31 October 2025
Note Unaudited Unaudited Audited
6 months to 6 months to 12 months to
31 October 2025 31 October 2024 30 April 2025
£'000 £'000 £'000
Revenue 2 94,320 86,299 179,449
Other operating income 108 7 224
Personnel costs, excluding IFRS 2 charge 3 (60,439) (54,686) (112,062)
Depreciation - Property, plant and equipment 4 (588) (552) (1,303)
Depreciation - Right-to-use asset 4 (2,265) (2,131) (4,034)
Impairment of trade receivables and contract assets (669) (781) (1,684)
Other operating expenses (21,827) (19,079) (39,722)
Operating profit before non-underlying operating and exceptional items 8,640 20,918
9,077
Non-underlying operating items 4 (1,586) (5,895) (14,999)
Exceptional items 4 (1,521) (1,371) (1,937)
(3,107) (7,266) (16,936)
Operating profit 5,533 1,811 3,982
Financing income 2,637 2,666 4,770
Financing expense (1,823) (1,144) (2,389)
Profit before tax 6,347 3,333 6,363
Taxation (1,340) (1,413) (4,998)
Profit for the period after tax attributable to equity holders of the parent 5,007 1,920 1,365
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss
Foreign exchange translation differences
- Revaluation of other investments - - (196)
- Exchange differences on foreign branch 120 (181) (141)
Profit for the financial period and total comprehensive income all 5,127 1,739 1,028
attributable to equity holders of the parent
Statutory earnings per share (pence)
Basic earnings per share 5 3.73p 1.44p 1.02p
Diluted earnings per share 5 3.72p 1.44p 1.02p
The results for the periods presented above are derived from continuing
operations. There were no other items of comprehensive income to report.
Gateley (Holdings) Plc
Consolidated statement of financial position
at 31 October 2025
Note Unaudited at Unaudited at Audited at
31 October 31 October 30 April
2025 2024 2025
£'000
£'000
£'000
Non-current assets
Property, plant and equipment 2,796 1,534 1,806
Right-of-use asset 22,359 22,113 21,131
Investment property - 164 -
Intangible assets & goodwill 7 14,288 12,314 11,072
Other intangible assets 101 423 222
Other investments 115 275 115
Deferred tax asset 566 373 566
Trade and other receivables 9 4,540 5,404 2,559
Total non-current assets 44,765 42,600 37,471
Current assets
Contract assets 8 32,200 29,865 24,886
Trade and other receivables 9 71,097 66,881 73,135
Cash and cash equivalents 10,627 14,162 12,081
Total current assets 113,924 110,908 110,102
Total assets 158,689 153,508 145,014
Non-current liabilities
Other interest-bearing loans and borrowings 10 (30,238) - (18,685)
Lease liability (22,893) (22,604) (21,552)
Other payables 11 - -
Deferred tax liability (3,318) (2,628) (2,409)
Provisions (2,730) (3,725) (2,730)
Total non-current liabilities (59,179) (28,957) (45,376)
Current liabilities
Other interest-bearing loans and borrowings - (12,956) -
Lease liability (4,228) (5,083) (4,230)
Trade and other payables 11 (24,001) (25,509) (25,935)
Provisions (175) (175) (175)
Current tax liabilities - - (1,794)
Total current liabilities (28,404) (43,723) (32,134)
Total liabilities (87,583) (72,680) (77,510)
NET ASSETS 71,106 80,828 67,504
EQUITY
Share capital 13,612 13,353 13,370
Share premium 424 211 424
Merger reserve (9,950) (9,950) (9,950)
Other reserves 20,227 19,754 19,754
Treasury reserve (1,697) (2,781) (2,647)
Translation reserve (92) (252) (212)
Retained earnings 48,582 60,493 46,765
TOTAL EQUITY 71,106 80,828 67,504
Gateley (Holdings) Plc
Consolidated cash flow Statement
for the 6 months ended 31 October 2025
Unaudited Unaudited Audited
Note 6 months to 6 months to 12 months to
31 October 31 October 30 April
2025 2024 2025
£'000 £'000 £'000
Cash flows from operating activities
Profit for the period after tax 5,007 1,920 1,365
Adjustments for:
Depreciation and amortisation 3,958 4,361 8,458
Financial income (2,637) (2,666) (4,770)
Financial expense 1,296 575 1,090
Interest charge on capitalised leases 527 569 1,299
Equity settled share-based payments 1,003 961 706
Gain on bargain purchase (3,150) - -
Acquisition related earn-out remuneration charge 2,202 3,480 10,928
Earn-out consideration paid - acquisitions of subsidiary (514) (401) (401)
Initial consideration paid on acquisitions (4,294) - -
Loss on disposal of property, plant and equipment - 39
Tax expense 1,340 1,413 4,998
4,738 10,251 23,673
(Increase)/decrease in trade and other receivables (6,059) 3,594 (2,328)
Decrease in trade and other payables (2,635) (9,889) (6,994)
Decrease in provisions - - (995)
Cash (used in)/generated from operations (3,956) 3,956 13,356
Tax paid (3,082) (3,431) (5,423)
Net cash flows from operating activities (7,038) 525 7,933
Investing activities
Acquisition of property, plant and equipment (1,572) (517) (1,526)
Cash acquired on business combinations 137 - -
Interest received 2,637 2,666 4,770
Net cash flows from investing activities 1,202 2,149 3,244
Financing activities
Interest and other financial income paid (1,296) (527) (1,299)
Lease payments (2,578) (2,055) (5,376)
Receipt of new revolving credit facility, net of refinancing costs 11,500 - 5,777
Acquisition of own shares (3,244) (2,799) (2,799)
Proceeds of sale of own shares - - -
Cash received for shares issued on exercise of share options - 195 425
Dividends paid 6 - - (12,498)
Net cash flows from financing activities 4,382 (5,186) (15,770)
Net decrease in cash and cash equivalents (1,454) (2,512) (4,593)
Cash and cash equivalents at beginning of period 12,081 16,674 16,674
Cash and cash equivalents at end of period 10,627 14,162 12,081
Gateley (Holdings) Plc
Consolidated statement of changes in equity
for the 6 months ended 31 October 2025
Share Share Merger Other Treasury Retained Foreign currency translation reserve Total
capital premium reserve reserve reserve earnings equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
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
Transaction with owners recognised directly in equity
Issue of share capital 66 389 - 371 - - - 826
Purchase of own shares at nominal value - - - - - - - -
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
At 1 May 2024 (unaudited) 13,304 35 (9,950) 19,383 (4,012) 61,642 (71) 80,331
Comprehensive income:
Profit for the year - - - - - 1,920 - 1,920
Exchange rate differences - - - - - - (181) (181)
Total comprehensive income - - - - - 1,920 (181) 1,739
Transaction with owners recognised directly in equity
Share issue 49 176 - 371 - - - 596
Sale of treasury shares - - - - - - - -
Purchase of treasury shares - - - - (2,799) - - (2,799)
Dividend paid - - - - - - - -
Share options exercised by employees - - - - 4,030 (4,030) - -
Share based payment transactions - - - - - 961 - 961
Total equity at 31 October 2024 13,353 211 (9,950) 19,754 (2,781) 60,493 (252) 80,828
Gateley (Holdings) Plc
Consolidated statement of changes in equity
for the 6 months ended 31 October 2025
Share Share Merger Other Treasury Retained Foreign currency translation reserve Total
capital premium reserve reserve reserve earnings equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 May 2025 (unaudited) 13,370 424 (9,950) 19,754 (2,647) 46,765 (212) 67,504
Comprehensive income:
Profit for the year - - - - - 5,007 - 5,007
Exchange rate differences - - - - - - 120 120
Total comprehensive income - - - - - 5,007 120 5,127
Transaction with owners recognised directly in equity
Share issue 242 - - 473 - - - 715
Purchase of treasury shares - - - - (3,243) - - (3,243)
Dividend paid - - - - - - - -
Share options exercised by employees - - - - 4,193 (4,193) - -
Share based payment transactions - - - - - 1,003 - 1,003
Total equity at 31 October 2025 13,612 424 (9,950) 20,227 (1,697) 48,582 (92) 71,106
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 and losses on sale of own shares.
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 the 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.
Gateley (Holdings) Plc
Notes
for the period ended 31 October 2025
1. Basis of preparation
These interim unaudited financial statements for the six months ended 31
October 2025 have been prepared in accordance with the accounting policies set
out in the Annual Report and Financial statements of the Group for the year
ended 30 April 2025 using the recognition and measurement principles of IFRS
as applied under the Companies Act 2006 and the AIM rules.
The comparative figures for the financial year ended 30 April 2025 are not the
company's statutory accounts for that financial year. Those accounts have been
reported on by the company's auditor and delivered to the registrar of
companies. The report of the auditor was unqualified, did not include a
reference to any matters to which the auditor drew attention by way of
emphasis without qualifying their report, and did not contain a statement
under section 498 (2) or (3) of the Companies Act 2006.
1.1 Accounting policies
Accounting policies remain unchanged from those accompanying the 30 April 2025
financial statements.
Non-underlying items
Non-underlying items are non-trading and or non-cash items disclosed
separately in the Consolidated Income Statement where the quantum, nature or
volatility of such items would otherwise distort the underlying trading
performance of the Group. The following are included by the Group in its
assessment of non-underlying items:
· 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.
· Share based payment charges: such charges are treated as non-underlying as the
gain realised on the options granted is settled in shares not cash and
therefore does not impact the income statement. The IFRS 2 charge is taken to
the income statement, these expenses are treated as non-underlying items as
they are either non-cash or non-recurring in nature.
· Amortisation in respect of intangible fixed assets: these costs are treated as
non-underlying as they are non-cash items.
The tax effect of the above is also included if considered significant.
Exceptional items
Exceptional items are one off transactions, unrelated to the underlying
trading performance of the Group disclosed separately in the Consolidated
Income Statement where the quantum, nature or volatility of such items would
otherwise distort the underlying trading performance of the Group.
The following are included by the Group in its assessment of exceptional
items:
· Gains or losses arising on disposal, closure, restructuring or reorganisation
of businesses that do not meet the definition of discontinued operations.
· Impairment charges in respect of intangible fixed assets: these costs are
treated as exceptional due to their one-off nature.
· Non-typical expenses associated with acquisitions.
· Costs incurred as part of significant refinancing activities.
The tax effect of the above is also included if considered significant.
Intangible assets and goodwill
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is
allocated to cash-generating units and is not amortised but is tested annually
for impairment. In respect of equity accounted investees, the carrying amount
of goodwill is included in the carrying amount of the investment in the
investee.
Other intangible assets
Other intangible assets, including software licences, expenditure on
internally generated goodwill, brands and software, customer contracts and
relationships are capitalised at cost and amortised on a straight-line basis
over their estimated useful economic lives through operating expenses.
Other intangible assets that are acquired by the Group are stated at cost less
accumulated amortisation and accumulated impairment losses.
Customer lists
Customer lists that are acquired by the Group as part of a business
combination are stated at cost less accumulated amortisation and impairment
losses (see accounting policy 'Impairment of assets'). Cost reflects
management's judgement of the fair value of the individual intangible asset
calculated by reference to the net present value of future benefits accruing
to the Group from the utilisation of the asset, discounted at an appropriate
discount rate.
Brand value
Certain acquisitions have retained their trading name due to the value of the
brand in their specific marketplace.
Brand value is amortised over a period of three or five years based on the
Directors' assessment of the future life of the brand, supported by trading
history.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of consolidated financial statements under IFRS requires
management to make estimates and assumptions which affect the reported amount
of revenues, expenses, assets and liabilities and the disclosure of contingent
liabilities. If in the future such estimates and assumptions, which are
based on Management's best judgement at the date of preparation of the
financial statements, deviate from actual circumstances, the original
estimates and assumptions will be modified as appropriate in the period in
which the circumstances change. The key areas where a higher degree of
judgement or complexity arises, or where estimates and assumptions are
significant to the consolidated financial statements are discussed below.
Management does not consider there to have been any critical accounting
judgements made in the financial period.
Unbilled revenue on client assignments
The valuation of unbilled revenue (on non-contingent matters) involves
detailed understanding of contractual terms with clients. The valuation is
based on an estimate of the amount expected to be recoverable from clients on
unbilled items based on such factors as time spent, the expertise and skills
provided and the stage of completion of the assignment. The principal
uncertainty over this estimation is a result of the amounts not yet being
billed to,or recognised by the client. Provision is made for such factors
as historical recoverability rates, agreements with clients, external expert's
opinion and the potential credit risks, following interactions between legal
staff, finance and clients. Where entitlement to revenue is certain it is
recognised as recoverable selling price. Where a matter is contingent at the
statement of financial position date, no revenue is recognised.
Valuation of intangibles
Measurement of intangible assets relating to acquisitions: In attributing
value to intangible assets arising on acquisition, management has made certain
assumptions in terms of cash flows attributable to intellectual property and
customer relationships. The key assumptions made relate to the valuation of
the brand, where the acquired brand is retained by the entity, and the
customer list. The value of such intangibles has been estimated based on the
amount of revenue expected to be generated by them. The revenue estimations
rely on annual growth rates. Management have selected the appropriate rates
based on a combination of observed historical growth, industry norms and
forecasted influencing factors. Management have also performed sensitivity
analysis to assess the impact of any variation to the growth rate used. The
rates applied reflect previous growth rates, with sensitivities indicating
that variations in the actual rate achieved are unlikely to materially impact
the valuation of the intangible assets.
1.2 Alternative performance measures
Underlying operating profit and 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 operating, before tax 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'.
6 months to 6 months to 12 Months
31 October 2025 31 October 2024 30 April 2025
£'000 £'000 £'000
Reported profit before tax 6,347 3,333 6,363
Adjustments for non-underlying and exceptional items:
- Amortisation of acquired intangible assets 984 1,454 2,696
- Share-based payment adjustment 1,550 961 1,375
- Gain on bargain purchase (3,150) - -
- Consideration treated as remuneration 2,202 3,480 10,928
- Exceptional items 1,521 1,371 1,937
Underlying profit before tax 9,454 10,599 23,299
6 months to 6 months to 12 Months
31 October 2025 31 October 2024 30 April 2025
£'000 £'000 £'000
Reported operating profit 5,533 1,811 3,982
Adjustments for non-underlying and exceptional items:
- Amortisation of acquired intangible assets 984 1,454 2,696
- Share-based payment adjustment 1,550 961 1,375
- Gain on bargain purchase (3,150) - -
- Consideration treated as remuneration 2,202 3,480 10,928
- Exceptional items 1,521 1,371 1,937
Underlying operating profit 8,640 9,077 20,918
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 are 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.
Cash generated from operations
a) Free cash flows
6 months to 6 months to 12 Months
31 October 2025 31 October 2024 30 April 2025
£'000 £'000 £'000
Operating cash flows before movements in working capital 4,738 10,251 23,673
Net working capital movement (8,694) (6,295) (10,317)
Cash generated from operations (3,956) 3,956 13,356
Cash outflow paid on acquisitions 4,808 401 401
Normalised cash generated from operations 852 4,357 13,757
Repayment of lease liabilities (2,578) (2,055) (5,376)
Net interest received 1,341 2,139 3,471
Tax paid (3,082) (3,431) (5,423)
Purchase of property, plant and equipment (1,572) (517) (1,526)
Free cash flows (5,039) 493 4,903
b) Working capital measures
6 months to 6 months to 12 Months
31 October 2025 31 October 2024 30 April 2025
£'000 £'000 £'000
WIP days
Amounts recoverable from clients in respect of contract assets (unbilled 32,200 29,865 24,886
revenue)
Unbilled disbursements 5,542 5,772 3,522
Total WIP 37,742 35,637 28,408
Annualised revenue 189,058 181,683 179,499
WIP days 73 72 58
6 months to 6 months to 12 Months
31 October 2025 31 October 2024 30 April 2025
£'000 £'000 £'000
Debtor days
Trade receivables 55,803 50,847 57,854
Less unbilled disbursements (5,542) (5,772) (3,522)
Total debtors 50,279 45,075 54,332
Annualised revenue 189,058 181,683 179,499
Debtor days 97 91 110
6 months to 6 months to 12 Months
31 October 2025 31 October 2024 30 April 2025
£'000 £'000 £'000
Gross lock-up days
Total WIP 37,742 35,637 28,408
Total debtors 50,279 45,075 54,332
Total gross lock-up 88,021 80,712 82,740
Annualised revenue 189,058 181,683 179,499
Gross lock-up days 170 162 168
Annualised revenue reflects the total revenue for the previous 12-month period
inclusive of pro-forma adjustments for acquisitions.
1.3 Going concern
These interim accounts are prepared on a going concern basis as the Directors
have a reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. The Group
remains cash generative, with a strong on-going trading performance.
1.4 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.
1.5 Cautionary statement
This document contains certain forward-looking statements in 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. Operating segments
The Chief Operating Decision Maker ("CODM") is the Strategic Board. The Group
has the following strategic Platforms, which are its reportable segments.
These divisions offer a mixture of legal and consultancy services to
clients. With effect from 1 May 2022 all service lines are managed through
four Platforms.
The Group has restated the segmental reporting for the comparative periods to
reflect the current operating segments in place.
The following summary describes the operations of each reportable segment as
reported up to 31 October 2025:
Reportable segment Legal service lines Consultancy service lines
Corporate Banking
Corporate
Restructuring Advisory
Taxation
Business Services Austen Hays Adamson Jones
Complex International Litigation Symbiosis IP
Commercial Dispute Resolution GWW
Intellectual Property, Commercial and Technology
Regulatory and Business Defence
Reputation, media and privacy law
People Employment Entrust Pension
Pensions Gateley Global
Private Client Kiddy & Partners
t-three
Property Construction Gateley Capitus
Planning Gateley Hamer (inc. Persona Associates)
Real Estate Gateley RJA
Real Estate Dispute Resolution Gateley Smithers Purslow
Residential Development Gateley Vinden (inc. Tozer Gallagher)
.
6 months to 31 October 2025
Business Services Corporate People Property Total
£'000 £'000 £'000 £'000 £'000
Segment revenue 15,359 18,622 10,032 50,307 94,320
Segment contribution 4,651 6,700 2,720 17,951 32,022
(as reported internally)
Costs not allocated to segments:
Other operating income 108
Personnel costs (9,670)
Share based payment costs (1,003)
Depreciation and amortisation (3,957)
Other operating expenses (10,845)
Gain on bargain purchase 3,150
Contingent consideration treated as remuneration (2,202)
Exceptional costs (2,070)
Net financial income 814
Profit before tax 6,347
6 months to 31 October 2024
Business Services Corporate People Property Total
£'000 £'000 £'000 £'000 £'000
Segment revenue 14,325 18,701 9,253 44,020 86,299
Segment contribution 5,278 8,023 3,439 13,928 30,668
(as reported internally)
Costs not allocated to segments:
Other operating income 7
Personnel costs (8,991)
Share based payment costs (961)
Depreciation and amortisation (4,361)
Other operating expenses (9,727)
Gain on bargain purchase -
Contingent consideration treated as remuneration (3,480)
Exceptional costs (1,344)
Net financial income 1,522
Profit before tax 3,333
*Restated due to internal reclassification of the Commercial legal team from
the Corporate Platform into the Business Services Platform with effect from 1
May 2025.
12 months to 30 April 2025
Business Services Corporate People Property Total
£'000 £'000 £'000 £'000 £'000
Segment revenue 28,451 39,011 17,541 94,496 179,499
Segment contribution 8,668 16,321 5,475 31,392 61,856
(as reported internally)
Costs not allocated to segments:
Other operating income 224
Personnel costs (19,849)
Share based payment charge (1,375)
Depreciation and amortisation (8,458)
Other operating expenses (15,551)
Gain on bargain purchase -
Contingent consideration treated as remuneration (10,928)
Exceptional costs (1,937)
Net financial expense 2,381
Profit before tax 6,363
No other financial information has been disclosed as it is not provided to the
CODM on a regular basis.
3. Employees
The average number of persons employed by the Group during the period,
analysed by category, was as follows:
Number of employees
6 months to 6 months to 12 months to
31 October 2025 31 October 2024 30 April 2025
Legal and professional staff 1,062 1,081 1,066
Administrative staff 532 484 505
1,594 1,565 1,571
The aggregate payroll costs of these persons were as follows:
6 months to 6 months to 12 months to
31 October 2025 31 October 2024 30 April 2025
£'000 £'000 £'000
Wages and salaries 51,743 47,696 97,467
Social security costs 6,982 5,398 11,515
Pension costs 1,714 1,592 3,080
60,439 54,686 112,062
4. Expenses
Included in operating profit are the following:
6 months to 6 months to 12 months to 30
31 October 2025 31 October 2024 April 2025
£'000 £'000 £'000
Depreciation on tangible assets 588 552 1,303
Depreciation on right-of-use assets 2,265 2,131 4,034
Other operating income - rent income 108 7 224
Short term and low value leases 31 39 88
Operating lease costs on property 52 61 117
Non-underlying items
6 months to 6 months to 12 months to
31 October 2025 31 October 2024 30 April 2025
Amortisation of acquisition related intangible assets 984 1,454 2,696
Share based payment charges 1,550 961 1,375
Gain on bargain purchase (3,150) - -
Consideration treated as remuneration 2,202 3,480 10,928
Total non-underlying items 1,586 5,895 14,999
Exceptional items
Acquisition costs 135 - 13
Redundancy costs 1,386 702 1,924
One-off remuneration charge - 669 -
Total non-underlying and exceptional items 1,521 7,266 16,936
5. Earnings per share
6 months to 6 months to 12 months
31 October 31 October 2024 to 30 April 2025
2025
Number Number Number
Weighted average number of ordinary shares in issue, being weighted average 134,064,555 133,185,559 133,571,424
number of shares for calculating basic earnings per share
Shares deemed to be issued for no consideration in respect of share-based 428,191 175,796 316,767
payments
Weighted average number of ordinary shares for calculating diluted earnings 134,492,746 133,361,355 133,888,191
per share
£'000 £'000 £'000
Profit for the period after taxation and basic earnings attributable to 5,007 1,920 1,365
ordinary equity shareholders
Non-underlying and exceptional items (see note 4) 3,107 7,266 16,936
Tax on non-underlying items (517) (343) (484)
Underlying earnings before non-underlying items 7,597 8,843 17,817
Earnings per share is calculated as follows: Pence Pence Pence
Basic earnings per ordinary share 3.73 1.44 1.02
Diluted earnings per ordinary share 3.72 1.44 1.02
Underlying basic earnings per ordinary share 5.67 6.64 13.34
Underlying diluted earnings per ordinary share 5.65 6.63 13.31
Underlying earnings per share have been shown because the Directors consider
that this provides valuable additional information about the underlying
performance of the Group.
6. Dividends
6 months to 6 months to 12 Months
31 October 2025 31 October 2024 30 April 2025
£'000 £'000 £'000
Equity shares
Final dividend in respect of 2024 (6.2p per share) - paid 8 November 2024 - - 8,156
Interim dividend in respect of 2025 (3.3p per share) - paid 31 March 2025 - - 3,978
Dividends paid - - 11,954
The Board intends to approve an interim dividend of 3.3p (H1 25: 3.3p) per
share. This dividend will be paid on 31 March 2026 to shareholders on the
register at the close of business on 20 February 2026. The shares will go
ex-dividend on 19 February 2026. This dividend has not been recognised as a
liability in these final statements.
The Group paid a final dividend in respect of 2025 of 6.2p after the Period
end on 14 November 2025.
7 Intangible assets
Goodwill Customer list Brand names Total
£'000 £'000 £'000 £'000
Deemed cost
At 1 May 2024 1,550 20,583 3,518 25,651
Acquired through business combination
At 31 October 2024 1,550 20,583 3,518 25,651
At 1 May 2024 1,550 20,583 3,518 25,651
Acquired through business combination
At 30 April 2025 1,550 20,583 3,518 25,651
At 1 May 2025 1,550 20,583 3,518 25,651
Acquired through business combination 4,200 4,200
At 31 October 2025 1,550 24,783 3,518 29,851
Accumulated amortisation
At 1 May 2024 - 11,403 480 11,883
Charge for the period - 1,336 118 1,454
At 31 October 2024 - 12,739 598 13,337
At 1 May 2024 - 11,403 480 11,883
Charge for the year - 2,461 235 2,696
At 30 April 2025 - 13,864 715 14,579
At 1 May 2025 - 13,864 715 14,579
Charge for the period - 867 117 984
At 31 October 2025 - 14,731 832 15,563
Net Book Value
At 31 October 2024 1,550 7,844 2,920 12,314
At 30 April 2025 1,550 6,719 2,803 11,072
At 31 October 2025 1,550 10,052 2,686 14,288
Goodwill
Goodwill is allocated to the following cash generating units
31 October 31 October 30 April
2025 2024 2025
£'000 £'000 £'000
Property Platform
Persona Associates Limited 40 40 40
Gateley Vinden Limited 934 934 934
974 974 974
Business Services Platform
Gateley Tweed (acquisition of goodwill) 576 576 576
576 576 576
1,550 1,550 1,550
Acquisition of Groom Wilkes & Wright LLP (GWW)
On 1 September 2025, Gateley (Holdings) Plc acquired the entire membership
interests of Groom Wilkes & Wright LLP. GWW specialises in the provision
of Trade Mark and design law services to organisations across multiple
sectors.
The amounts recognised in respect of identifiable assets acquired and
liabilities assumed are as set out in the table below:
Pre-acquisition carrying amount Policy alignment and fair value adjustments Total
£'000 £'000 £'000
Intangible assets - 4,200 4,200
Property, plant and equipment 6 6
Cash 136 136
Trade debtors 739 739
Prepayments and accrued income 192 192
Total assets 1,073 4,200 5,273
Trade payables (957) (957)
Accruals and other payables (3) (3)
Other taxes and social security (113) (113)
Deferred taxation - (1,050) (1,050)
Total liabilities (1,073) (1,050) (2,123)
Total identifiable net assets at fair value - 3,150 3,150
Negative goodwill arising on acquisition (3,150)
Total consideration -
Satisfied by:
Initial cash consideration paid 4,294
Deferred share consideration payable 1,306
Contingent cash consideration payable 2,550
Contingent share consideration payable 850
Less: amounts subject to continuing employment conditions (9,000)
Total consideration -
Net cash outflow arising on acquisition
Cash paid (4,294)
Net cash acquired 136
Net cash outflow arising on acquisition 4,158
8 Contract Assets and liabilities
Contract assets Trade receivables Contract liabilities
£'000 £'000 £'000
As at 31 October 2025 32,200 55,803 (738)
As at 31 October 2024 29,865 50,847 (345)
As at 30 April 2025 24,886 57,854 (198)
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 billed 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 billed 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.
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.
9 Trade and other receivables
31 October 31 October 30 April
2025 2024 2025
£'000 £'000 £'000
Trade receivables 55,803 50,847 57,854
Prepaid consideration subject to earn-out service conditions 4,915 6,201 2,328
Prepayments 8,886 7,342 8,901
Other receivables 1,493 2,491 1,493
71,097 66,881 70,576
31 October
31 October 2024 30 April
2025 2025
£'000 £'000 £'000
Amounts falling due after more than one year:
Prepaid consideration subject to earn-out service conditions 4,540 5,404 2,559
10 Other interest-bearing loans and borrowings
The contractual terms of the Group's interest-bearing loans and borrowings,
which are measured at amortised cost, are described below.
31 October 2025 31 October 2024 30 April 2025
Fair Carrying Fair Carrying Fair Carrying
amount
amount
amount
value value value
£'000 £'000 £'000 £'000 £'000 £'000
Current liabilities
Bank borrowings - - 12,956 12,956 - -
Non-Current liabilities
Bank borrowings 30,238 30,238 - - 18,685 18,685
On 14 April 2025, the Company entered into a revolving credit facility which
provides total committed funding of £80m until April 2028. Interest is
payable at a margin of 1.2% above the SONIA reference rate.
11 Trade and other payables
31 October 31 October 30 April
2025 2024 2025
£'000 £'000 £'000
Current
Trade payables 9,948 11,478 9,249
Other taxation and social security payable 5,171 7,717 8,062
Contingent consideration treated as remuneration 1,700 - 252
Accruals 6,444 5,969 8,174
Deferred income 738 345 198
24,001 25,509 25,935
12 Share based payments
Group
At the period end the Group has four share-based payment schemes in operation.
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 an 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 2025/26/27/28
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.
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 a HMRC approved CSOP scheme for 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 share at the price on the date of the grant.
The annual awards granted under the schemes are summarised below:
Weighted average remaining contractual life Weighted Originally granted At 1 Granted Lapsed during Exercised during period At 31 October 2025
average May during period
exercise 2025 the period
price
Years £ Number Number Number Number Number Number
RSA
RSA - 27 April 2022 1.5 0.00 1,422,560 1,160,060 - (49,390) - 1,110,670
RSA - 22 February 2023 2.3 0.00 1,175,000 787,500 - (50,000) - 737,500
RSA - 21 September 2023 2.9 0.00 790,131 760,976 - - 760,976
RSA - 24 July 2024 3.7 0.00 3,198,327 3,125,863 - (54,348) - 3,071,515
RSA - 6 February 2025 4.3 0.00 151,882 151,882 - - - 151,882
RSA - 2 September 2025 4.8 0.00 - - 5,463,491 - - 5,463,491
6,737,900 5,986,281 5,463,491 (153,738) - 11,296,034
LTIPS
LTIPS - 27 April 2022 0.0 0.00 1,115,000 837,500 - (837,500) - -
LTIPS - 23 February 2023 0.3 0.00 1,320,000 1,100,000 - - - 1,100,000
2,435,000 1,937,500 - (837,500) - 1,100,000
SAYE
SAYE 21/22 - 25 August 2021 0.0 1.70 673,077 4,022 - (4,022) - -
SAYE 22/23 - 22 September 2022 0.0 1.55 1,070,154 453,189 - (333,250) - 119,939
SAYE 23/24 - 3 November 2023 1.0 1.14 1,801,308 1,305,358 - (131,028) - 1,174,330
SAYE 24/25 - 18 September 2024 1.9 1.12 938,984 866,669 - (151,923) - 714,746
SAYE 25/26 - 16 September 2025 2.9 1.00 - - 1,351,620 (40,320) - 1,311,300
4,483,523 2,629,238 1,351,620 (660,543) - 3,320,315
CSOPS
CSOPS - 14 December 2022 0.1 1.74 300,000 225,000 - (10,000) - 215,000
300,000 225,000 - (10,000) - 215,000
On 2 September 2025 5,463,491 Restricted Share Awards were granted.
On 16 September 2025 1,351,620 SAYE options were granted.
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:
RSA SAYE
Grant date 2/9/25 16/9/25
Share price at date of grant £1.26 £1.265
Exercise price £nil £1.00
Volatility 21% 21%
Expected life (years) 5 3.3
Risk free rate 4.177% 3.949%
Dividend yield - 6.91%
Fair value per share
Market based performance condition - -
Non-market-based performance £1.26p £0.22
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.
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