Half year results

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 expectations4
·	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 tax1	£9.5m	£10.6m	(10.8)%
Underlying diluted EPS2	5.65p	6.63p	(14.8)%
Net assets	£71.1m	£80.8m	(12.0)%
Net (debt)/cash3	£(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 1st 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: [phone]
Nick Smith, Acquisitions Director and Head of Investor Relations	Tel [phone]
Cara Zachariou, Communications Director	Tel [phone] Mob: [phone]
Panmure Liberum - Nominated Adviser and Broker
Nicholas How/ Satbir Kler	Tel: [phone]

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 6 months to 31 October 2025	Unaudited 6 months to 31 October 2024	Audited 12 months to 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	9,077	20,918
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 attributable to equity holders of the parent		5,127	1,739	1,028

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 31 October 2025 £'000	Unaudited at 31 October 2024 £'000	Audited at 30 April 2025 £'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

	Note	Unaudited 6 months to 31 October 2025	Unaudited 6 months to 31 October 2024	Audited 12 months to 30 April 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 capital	Share premium	Merger reserve	Other reserve	Treasury reserve	Retained earnings	Foreign currency translation reserve	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 May 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 capital	Share premium	Merger reserve	Other reserve	Treasury reserve	Retained earnings	Foreign currency translation reserve	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 May 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 31 October 2025	6 months to 31 October 2024	12 Months 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 31 October 2025	6 months to 31 October 2024	12 Months 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 31 October 2025	6 months to 31 October 2024	12 Months 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 31 October 2025	6 months to 31 October 2024	12 Months 30 April 2025
	£'000	£'000	£'000
WIP days
Amounts recoverable from clients in respect of contract assets (unbilled revenue)	32,200	29,865	24,886
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 31 October 2025	6 months to 31 October 2024	12 Months 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 31 October 2025	6 months to 31 October 2024	12 Months 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 Complex International Litigation Commercial Dispute Resolution Intellectual Property, Commercial and Technology Regulatory and Business Defence Reputation, media and privacy law	Adamson Jones Symbiosis IP GWW
People	Employment Pensions Private Client	Entrust Pension Gateley Global Kiddy & Partners t-three
Property	Construction Planning Real Estate Real Estate Dispute Resolution Residential Development	Gateley Capitus Gateley Hamer (inc. Persona Associates) Gateley RJA Gateley Smithers Purslow 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  (as reported internally)	4,651	6,700	2,720	17,951	32,022
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  (as reported internally)	5,278	8,023	3,439	13,928	30,668
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  (as reported internally)	8,668	16,321	5,475	31,392	61,856
Costs not allocated to segments:
Other operating income					224
Personnel costs					(19,849)
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 31 October 2025	6 months to 31 October 2024	12 months to 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 31 October 2025	6 months to 31 October 2024	12 months to 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 31 October 2025	6 months to 31 October 2024	12 months to 30 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 31 October 2025	6 months to 31 October 2024	12 months to 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 31 October 2025	6 months to 31 October 2024	12 months to 30 April 2025
	Number	Number	Number
Weighted average number of ordinary shares in issue, being weighted average number of shares for calculating basic earnings per share	134,064,555	133,185,559	133,571,424
Shares deemed to be issued for no consideration in respect of share-based payments	428,191	175,796	316,767
Weighted average number of ordinary shares for calculating diluted earnings per share	134,492,746	133,361,355	133,888,191

	£'000		£'000	£'000
Profit for the period after taxation and basic earnings attributable to ordinary equity shareholders	5,007		1,920	1,365
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 31 October 2025	6 months to 31 October 2024	12 Months 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 2025	31 October 2024	30 April 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 £'000		Policy alignment and fair value adjustments £'000	Total £'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 2025	31 October 2024	30 April 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 2025	31 October 2024	30 April 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 value	Carrying amount	Fair value	Carrying amount	Fair value	Carrying amount
	£'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 2025	31 October 2024	30 April 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) over the three-year period ending 30 April 2025/26/27/28	Amount Vesting %
Below 5%	0%
5%	25%
Between 5% and 10%	Straight line vesting
Above 10%	100%

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

Restricted Share Award Plan ('RSA')

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

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 average exercise price	Originally granted	At 1 May 2025	Granted during the period	Lapsed during period	Exercised during period	At 31 October 2025
	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 condition/no performance condition	£1.26p	£0.22

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.

 

END