Keystone Law : Annual Report. (ar2026)

About this update from Keystone Law Group Plc

ANNUAL REPORT AND ACCOUNTS for the year ended 31 January 2026 STRATEGIC REPORT Business Review and Growth Strategy 02 Market Review 04 Chairman's Statement 07 Chief Executive's Review 09 Financial Review and Strategic Report 12 Environmental, Social and Governance 17 GOVERNANCE The Board of Directors 21 Principal Risks and Uncertainties 22 Corporate Governance Statement 26 Report of the Audit Committee 30 Report of the Remuneration Committee 31 Directors' Report 37 Directors' Responsibilities Statement 39 FINANCIALS Independent Auditor's Report 40 Consolidated Statement of Comprehensive Income 47 Consolidated Statement of Financial Position 48 Company Statement of Financial Position 49 Consolidated Statement of Changes in Equity 50 Company Statement of Changes in Equity 50 Consolidated Statement of Cash Flows 51 Company Statement of Cash Flows 52 Notes to the Financial Statements 53 ATTRACTIVE BUSINESS MODEL Our model offers lawyers freedom, flexibility and autonomy. Empowering them to succeed, delivering long-term sustainable growth. SCALABLE GROWTH STRATEGY We grow organically by attracting high-calibre lawyers and supporting them to drive growth in an substantial addressable market. SUPPORTIVE CULTURE Our supportive, inclusive and collaborative community is at the heart of our success. Attracting and retaining high-calibre lawyers. STRATEGIC REPORT FAST GROWING, PROFITABLE AND CASH GENERATIVE 442 432 109 115 117 Lawyer Numbers 140 93 83 80 369 386 394 87 415 108 455 121 491 163 398 399 472 Jan 21 Jul 21 Jan 22 Jul 22 Jan 23 Jul 23 Jan 24 Jul 24 Jan 25 Jul 25 Jan 26 Principals Other Fee Earners Revenue £m Adjusted PBT £m Cash from Operations £m 71.2 76.4 87.9 97.7 115.2 9.1 9.2 11.3 12.7 15.3 10.0 9.3 10.4 11.5 13.5 22 23 24 25 26 22 23 24 25 26 22 23 24 25 26 THE PREMIER PLATFORM LAW FIRM DELIVERING LONG-TERM SUSTAINABLE GROWTH 01 BUSINESS REVIEW AND GROWTH STRATEGY KEYSTONE which has re-imagined how conventions I lego I OUR MODEL Our Principals are self-employed and they determine how, when and where they work, being fully responsive to the clients' demands. to an extensive network of highly experienced colleagues, as well as a programme of events and initiatives focused on helping them to maximise their potential. The remuneration model is simple, transparent and the same for everyone. Lawyers are paid once the clients have paid for the services. This structure has two core benefits: typically, lawyers ea rn more money for the some work than they would in a conventional firm, and Keystone is resilient and highly cash generative. CLIENT SELF EMPLOYED PRINCIPAL user-friend Iy proprietary IT platform, and access tailored to the needs of each of our clients. and support via the centra I office, a bespoke and flexibility they need to deliver services resources, providing them with infrastructure and we empower them with the tools, support for doing the work and 15% for introducing the client. In return, Keystone offers a full suite of model. We recruit high-quolity, experienced lawyers ("Principals") from mid-market law firms They earn up to 75% of the fees they bill: d0% Keystone has a strongly differentiated business THE MODEL 02 KEYSTOG E LAW over £l4bn. law firm, an innovative, tech-enabled business model operating in an addressable market of and our clients. Keystone is the premier platform growth throug h a sca la ble and proven business extraordinary level of service to both our lawyers and efficiently driving long term sustainable operate differently. As a result, we deliver an allows experienced lawyers to work more flexibly designed differently, think differently and services are delivered. Our unique structure Keystone is no ordina ry law firm. We a re STRATEGIC REPORT OUR CULTURE Keystone's positive culture is a central tenet of the business, building the community and acting to attract and retain our lawyers. The supportive, inclusive and collaborative nature of our culture and the freedom from office politics and unwanted managerial responsibility engendered by our model is immensely liberating. For many, this is life changing. We believe that Keystone is one of, if not the, happiest law firms in the country and the overwhelmingly positive feedback we receive from our internal lawyer surveys reinforces that belief. Mindful that our community and culture represents such an important element of Keystone's success, we dedicate substantial time and energy in building and supporting this. We have a dedicated community and engagement team, whose role it is to focus exclusively on maintaining and enhancing this aspect of the business as we continue to grow. The benefits of this are not only the intangible but also the tangible. By nurturing our community, we bring likeminded groups of individuals together, ensuring that they know each other well, fostering cross pollination of business opportunities within the business, building teams which work seamlessly together for the benefit of the clients and each other. The success of this is reflected by the fact that more than 30% of work at Keystone is a result of cross-referrals. This inter-connectivity and collaboration is part of the DNA of Keystone which is underpinned by the strength of its culture. OUR SCALABLE GROWTH Keystone grows organically by recruiting high-calibre, senior lawyers from across the UK legal We have a substantial addressable market (accounting for over £14bn in annual fee income) and a business model which is now recognised as providing an alternative, and in our view better, way for an ever increasing number of ambitious lawyers to gain greater control over how they develop their practice, achieve an improved work-life balance, and earn more for the work they do. Keystone's model means that there are neither physical nor working capital constraints on the rate of growth or the size to which the business can grow, with most areas of law within the mid-market being addressable by our model. OUR SERVICES With over 450 partner level lawyers working collaboratively as a team we deliver a multi-faceted service, providing high-calibre tailored legal advice across the full range of legal services demanded by our clients. The Keystone model empowers our lawyers to focus exclusively on the development and delivery of client legal work, ensuring that the service delivered is exemplary. Our client base, ranging from fast-growing start-ups to multinational corporations and high net-worth individuals, operates across a wide range of sectors and specialisms. Our growth strategy ensures that we continually extend both our client base and our service offering as new lawyers bring both the expertise and their client relationships with them to Keystone. The chart below shows the spread of revenue by matter work type for the current financial year. Private mid-market who bring with them their client relationships and contacts. Many of these senior lawyers further scale their practice by bringing with them, or subsequently recruiting, more junior lawyers to work with them in their "Pod", thus supporting the growth and delivery of larger practices as well as better leveraging Corporate 16% Other Litigation 17% client 5% the client relationships that the senior lawyers have. For those who either do not wish to take this approach, or for whom the need for support is less substantial, junior support is also available by way of the junior lawyers employed by the central office. Over and above this, the building and maintaining of internal networks within Keystone ensures that colleagues work together seamlessly to ensure that client needs are addressed by way of a full-service law firm. Family 8% 3% Property 23% Commercial 17% Employment 13% 03 MARKET REVIEW The UK market operates under three different regulatory environments, covering England and Wales (95.0% of the UK market by value), Scotland (3.7%) and Northern Ireland (1.3%) 1 . The Legal Services Act 2007 introduced pivotal reforms liberalising the market in England and Wales, which, through the creation of the Alternative Business Structure (ABS), allowed non-lawyers to own and act in management capacities within law firms. These reforms have not been adopted in Northern Ireland, nor fully adopted in Scotland. The UK market is diverse, comprising approximately 96,000 3 solicitors acting in private practice spread across nearly 10,000 law firms 1 . The Directors believe that the overall market can be broadly divided into the three segments shown above and that the mid-market is the segment in which Keystone operates. THE COMPOSITION OF THE UK LEGAL SERVICES MARKET The UK Legal Services Market The UK legal market is the second largest in terms of fee income in the world, with annual fee revenue of £52.3 billion in 2024 1 (up 13% year on year). Of this, the top 100 UK law firms generated annual revenue of £40 billion in 2024 2 . The UK is the largest legal market in Europe, second only to the US worldwide, and is globally recognised as the most international due to the widespread use of English law as the framework for international commercial contracts and dispute resolution. U e h T 15 i v r e S l a g e L K LARGEST UK LAW FIRMS - t e k r a M s e c £25.9 billion in annual revenue "UPPER MID-MARKET" LAW FIRMS Over £14 billion in annual revenue u n n a n i n o i l l i b 3 . 2 5 £ s e u n e v e r e e f l a REST OF THE MARKET The "global elite" (the Magic Circle and Silver Circle firms and others that together make up the 15 largest UK firms by annual revenue): these firms focus on delivering complex legal services to the largest global businesses, generating, in aggregate, £25.9 billion annual fee income and employing over 41,200 qualified lawyers 2 . The rest of the market. The "upper mid-market" (the largest 100 law firms in the country (including Keystone, which is ranked no. 57 2 ), excluding the global elite): these firms account for over £14 billion annual fee income and employ more than 42,000 qualified lawyers 2 . Increasing complexity 1 TheCityUK UK legal services 2025. 2 The Lawyer Top 200, 2025. 3 Law Society 2024. 04 STRATEGIC REPORT FACTORS IMPACTING ON THE MID-MARKET LAW FIRM Technology's impact in commoditisation of services - The development and use of technology in everyday life is now such that there is a general expectation that many services can be delivered quickly and cheaply through the use of technology. The evolution of AI is yet another example of this: impacting on the general public's expectations of what is possible. This puts ongoing pressure on businesses to invest in innovation, seeking to differentiate their product or compete on price. Such investment creates funding pressures within firms which directly affect the partners of those businesses and how much income they can draw out. Longer-term macroeconomic factors - Mid-market law firms have, for a prolonged period of time, experienced a squeeze on their profits, with downward pricing pressure for clients and inflationary cost pressures. Recent years have seen high legal demand reduce top line pressures, but high levels of wage inflation and related employment costs have driven fixed costs up further. Given the high proportion of fixed costs these businesses have it will only take a small softening in demand to create significant challenges to profitability for some businesses. Increased billing targets - In order to justify the higher salaries demanded in recent years (and previously), the most common response has been to match increases in salaries with significant increases in billing targets, both in terms of hourly rates and the number of billable hours needed to meet these. This demand for greater effort from those in senior associate and junior partner roles to deliver more revenue per head as well as drive business development, whilst still retaining a high level of managerial responsibility, creates an unhealthy and unhappy working environment even when demand remains strong, whilst these same pressures make it unbearable for many as demand tightens. Changes in working patterns demanded by the workforce - The general recognition by employees that remote working does not adversely affect the ability to deliver high- calibre legal services and does provide a significant upside to quality of life has led to an ongoing demand from employees to enjoy more flexible working arrangements. This is at odds with some in traditional law firm management, creating tensions between those two groups. We believe that, over time, this will continue to be an area of conflict between traditional law firm management and their employees with traditional attitudes of presenteeism and control remaining across certain sectors of management in the mid-market law firms. Reduction in appeal of equity partnership - According to a 2023 survey by LexisNexis, today's generation of legal associates aspire to an enviable salary and a good work-life balance. It is reported that, whilst 75% of associates want to remain in private practice, only 25% want to make partner in the next five years. For 71% of associates, a good work-life balance is the most important factor determining their next career move. It appears that there has been a generational shift in the aspirations of young professionals progressing their career. Aside from the change in work-life balance aspirations, the financial risk associated with partnership has also contributed to the decline in interest as the cost of buying into partnerships is high and reduced profits in conventional mid-market law firms mean that the return on equity is less attractive. Furthermore, with several high-profile law firm insolvencies in recent years and the associated equity losses and personal liabilities for the equity partners involved, partnership of a mid-market law firm is no longer necessarily regarded as a secure investment. 05 MARKET REVIEW CONTINUED Changes in attitude towards "New Law" -The acceptance of alternative legal models across the mainstream, whether that be platform models, in-house roles or working within lawtech, has changed the perception of what success looks like. Those who pursue non-traditional routes can not only benefit from the financial or lifestyle upsides which these routes may offer, but also receive the professional recognition they aspire to from their peers within the more traditional sectors of the profession. OPPORTUNITY FOR KEYSTONE LAW The Keystone model, also known as the platform model, is now accepted as a serious option for high-calibre lawyers to practice law. We are generally regarded as the premier offering, with those at the top end of the profession seeking to move to a platform model, invariably attracted to Keystone in order to take advantage of the benefits offered not only by this model itself but more specifically the advantages offered by Keystone. The challenges faced by the traditional model and the manner in which traditional firms have responded to these challenges continues to ensure that there is a sizeable pool of highly qualified, talented lawyers across the UK mid-market for Keystone to target and recruit from. Our continued focus on the calibre of the lawyers we recruit and retain, together with the quality of our service delivery underpins our ability to drive long-term sustainable growth into the future. In recent years we have seen a cultural change in the attitude towards remote working, brought on by the pandemic and developed since then. This change in attitude has contributed significantly to the mainstream acceptance of the Keystone model, extending its appeal beyond those who would historically have been attracted by its benefits and further opening up the pool of potential candidates for Keystone to recruit from. The Directors believe that, as a result of these trends, the UK legal services mid-market offers significant opportunity for Keystone far into the future. COMPETITIVE LANDSCAPE With the Keystone model now generally accepted in the mainstream, there have been a number of other platform firms which have established themselves in the various segments of the legal market-place. Whilst Keystone remains the premier platform law firm, operating at the top end of the mid-market, others have established themselves as predominantly B2C businesses or operate in other segments of the market. Keystone's key differentiating characteristic within the platform law firm space is the calibre of its lawyers, and the strength and depth of expertise which it offers clients. Keystone remains the premier organisation within this genre, attracting and retaining lawyers from the very top end of the legal profession. Whilst recognising that the growth and proliferation of platform law firms across the industry is a positive endorsement of the model and acknowledging that Keystone is widely considered the market leader amongst these "new law" businesses. The primary opportunity for growth exists across the entire mid-market, as Keystone's lawyers are predominantly recruited from the conventional firms operating in this segment of the market rather than other platform firms. 06 STRATEGIC REPORT CHAIRMAN'S STATEMENT ROBIN WILLIAMS Non-executive Chairman IT IS MY PLEASURE TO INTRODUCE KEYSTONE LAW'S RESULTS FOR THE YEAR ENDED 31 JANUARY 2026. The business has delivered another strong performance, both operationally and financially. A record number of fee earners have joined this year, 61 new principals and 63 pod members, increasing total fee earners by 13.5%. Our lawyers have taken advantage of the sustained, broad based client demand to drive revenue up by 17.9% to £115.2m, producing adjusted PBIT 1 of £12.9m (2025: £11.6m) and adjusted PBT 1 of £15.3m representing a 13.3% margin (2025: £12.7m, 13.0% margin). PBT was £14.7m at a margin of 12.7% (2025: £11.7m, 12.0%), whilst retained earnings were £11.1m (2025: £8.6m). The quality of these earnings is extremely high, as demonstrated by the high level of cash generation at £11.6m pre dividends (2025: £7.2m). DIVIDEND The strong level of cash generation from our business model ensures that we are well placed to return value to our stakeholders through our progressive dividend policy in line with which we are proposing to pay a final ordinary dividend of 17.2p. Having paid an ordinary interim dividend of 7.5p (2025: 6.2p), this will bring the total ordinary dividend for the year to 24.7p (2025: 20.2p). This will bring the total value of dividends paid since IPO to approximately £54m, or equivalent to just over 169p 2 per share, which is 91% of the adjusted earnings1 generated by the business over the same period. OUR AI JOURNEY AI, and the successful application of its technology, has been a significant focus point of the management team this year. We firmly believe that the successful adoption of this new technology will enhance the Keystone proposition for both lawyers and clients. We are focused on identifying and implementing tools and solutions which genuinely improve our service delivery whilst driving user adoption through education and training. We believe that this approach provides further support for our successful growth strategy. THE KEYSTONE COMMUNITY AT THE HEART OF OUR SUCCESS Our success is delivered by, and is a reflection of, the people who comprise the Keystone community. Keystone is different by design and this difference extends to the emphasis we place on developing, maintaining and enhancing the Keystone community which sits at the heart of the business. Our community focused business model is a real differentiating factor in attracting and retaining lawyers. By building genuine relationships across the business our approach delivers real value to our clients, as they benefit from multi-lawyer and multi-disciplinary teams which work together with a real understanding and appreciation of both their technical and cultural needs. All of this underpins the long-term sustainable creation of value for all stakeholders. 1 Adjusted PBT, adjusted PBIT and adjusted earnings are calculated by adding share-based payment costs, gains on assets held at fair value and amortisation of intangible assets to PBT, PBIT or earnings respectively. Details of these calculations are shown in the Financial Review on page 13. 2 Sum of the Ordinary DPS and special dividends DPS paid and proposed for the years ended 31 January 2019 to 31 January 2026. 07 CHAIRMAN'S STATEMENT CONTINUED THE CENTRAL OFFICE TEAM The hard work and dedication of our central office team delivers a first-class service to our lawyers, and their clients, and is a further differentiating factor on which our success is built. By treating our lawyers as if they were our clients, we ensure an exceptional standard of support. Our focus is always on improving the lawyer and client experience and this is demonstrated consistently through the ongoing investment we make in our people, our systems and our community. BOARD AND GOVERNANCE This is the first year that the updated Quoted Companies Alliance ("QCA") code, which was issued in 2023, became effective in its entirety. We had already adopted a number of the updated guidance included within this ahead of the code timeline and I confirm that this year we have operated within the structures and governance requirements of this updated code throughout the year with the final element needed to satisfy all requirements being the placing of the remuneration report within this annual report before shareholders for a non-binding advisory vote; this will take place at our coming AGM. OUTLOOK I am pleased to report that the momentum which we had experienced through 2026 has continued into the early part of 2027 which provides us with confidence for the year ahead. ROBIN WILLIAMS Non-executive Chairman 28 April 2026 08 STRATEGIC REPORT CHIEF EXECUTIVE'S REVIEW JAMES KNIGHT Chief Executive INTRODUCTION AND HIGHLIGHTS I am delighted to report that 2026 has been another excellent year for Keystone. We have continued to drive the business forwards, building on the success and momentum of earlier years to deliver another strong set of results, both operationally and financially. We remain focused on the delivery of our high-calibre organic growth strategy, taking advantage of the significant opportunity that the UK legal mid-market represents. We have now firmly established Keystone as the premier platform law firm, with nearly 500 partner level lawyers offering our clients a range and depth of experience and knowledge which clearly distinguishes us from the competition. The calibre of our lawyers is excellent, as demonstrated by their professional backgrounds and in a great many cases their recognition in the leading legal directories. These factors, together with the extensive range of other benefits Keystone lawyers enjoy, continue to underpin the growth and success of the business. This year, the business has benefitted from sustained, broad-based, client demand which, together with the continued growth in lawyer numbers, has driven revenue up by 17.9% to £115.2m. The revenue growth has been created predominantly by our Principals 1 and their pods with gross profit growing 15.2% on a gross margin of 25.1% (2025: 26.1%) and adjusted PBIT has increased by 11.4% to £12.9m at a margin of 11.2% (2025: 11.9%). Successful renegotiation of bank interest rates and the slow pace of the reduction of Bank of England base rates has also contributed to strong adjusted PBT and PBT growth, up 20.6% and 25.6% to £15.3m and £14.7m respectively. The strength of our proposition to lawyers and their clients underpins our strong recruitment performance and we have seen a record number of fee earners join the business, with total fee earners increasing 13.5% to 654. RECORD NUMBER OF FEE EARNERS JOINING KEYSTONE The recruitment market conditions have continued to be favourable for Keystone and, as the premier platform law firm, we have been well positioned to take advantage of this. Accordingly, we have recruited a record number of new fee earners, with 61 new principals (2025: 50) and 63 pod members joining this year. During the year, we received 294 qualified applicants (2025: 283), made offers to 96 candidates (2025: 95) with 68 candidates accepting offers (2025: 52). Principal numbers increased by 7.7% to 491 whilst the number of other fee earners increased by 35.8% to 163 (146 pod members and 17 central office employed lawyers). This increase in other fee earners is an extremely positive development, with 14 of the net increase (36 in total) being attributable to Principals who themselves joined in the year (the equivalent statistic for 2025 was 1 or a net increase of 5). This demonstrates the confidence that those Principals have in the sustainable size of their practices. 09 CHIEF EXECUTIVE'S REVIEW CONTINUED The strength and depth of experience that Keystone offers our clients is a significant differentiating factor when recruiting, as like attracts like. By only recruiting lawyers of the highest quality, we have created a virtuous circle, establishing the business firmly at the top end of the legal profession. This strength in depth is reflected in the number of Keystone lawyers ranked in the leading legal directories, with 221 being recognised in the Legal 500 UK Solicitors 2025 rankings 2 (2025: 207 listed up from 65 in 2019). IT INNOVATION AND THE AI JOURNEY For us, the innovative application of technology to deliver real solutions and make a genuine difference to our lawyers' working lives is a central tenet of the Keystone model. As such, our approach to the AI journey is simply a logical extension of this and absolutely consistent with our solutions focused IT strategy. We believe that the term "AI journey" accurately reflects our approach to AI. There is no single solution to be bought and deployed which will end this journey. It is our belief that by adopting, implementing and using the underlying technology we will continue to drive the Keystone proposition forwards enhancing value for all stakeholders. This year, our IT team and user groups have continued assessing new tools and products as they have come to market, considering how, and to what extent, these may be deployed to genuinely impact the lives of our lawyers and drive the business forwards. This is a continuous and ongoing process, and the insights of this work continue to inform our development and solutions implementation. We believe that for our journey to deliver real value, it is necessary to innovate across our IT estate implementing a range of products and solutions, tailoring these to our business. This year, we have rolled out several AI initiatives to further enhance our offering to lawyers; on the generative AI front we have deployed a secure locked down version of ChatGPT and Claude as well as adopting the NetDocuments AI extension. We recognise that for these solutions to make a difference they need to be widely adopted across the business and so we have invested significant time and energy in promoting the benefits of AI and training our lawyers to use it, thereby empowering them to make the most of these new tools. This approach has ensured the successful adoption of these tools with over half our lawyers already using them regularly. Furthermore, working with expert external consultants we have identified several possible applications for agentic AI agents within the business. We have applied a combination of generative and agentic AI to enable our lawyers to interrogate our substantial operating manual in seconds saving them time and improving their experience. With regards to agentic AI we have harnessed this technology in new tools which we have rolled out to support our lawyers in complying with AML legislation regarding identification of source of funds as well as providing an enhanced approach to conflict checking. BRAND REFRESH It has been an extremely busy year for our marketing team. Alongside delivering the day to day support our lawyers need, they have also worked closely with external advisers to design and deliver our brand refresh, ensuring that the external presentation of Keystone accurately reflects the business we are today. The new website and extensive marketing collateral used to support the business has gone live post year end and I am delighted with the results. I believe that the new look and feel significantly enhances the Keystone offering, aligning with the broader brand position of Keystone in the marketplace. These changes will enhance the experience of all stakeholders interacting with the business, further supporting our growth strategy. 10 STRATEGIC REPORT HIGH CALIBRE SUPPORT FOR HIGH CALIBRE LAWYERS The central office team has had another busy and successful year. The support provided is of the highest standard and we work extremely hard to ensure that it continues to meet and exceed the expectations of the high calibre lawyers we support. Each element of the support we provide is fundamental to the overall success of the business and whether that be through the role of the community and engagement team bringing the lawyers together, enhancing the culture and lawyer experience or the compliance team which supports the business in navigating the continually evolving regulatory environment within which we must operate or any one of the other teams. Each team works to the highest of standards, complementing each other to ensure the overall success of the business and I am enormously proud of all they have achieved this year. LOOKING AHEAD We have made a positive start to the current financial year, with trading conditions remaining largely unchanged to those of last year. In light of this, we are confident that the business will continue to drive forwards, delivering sustainable growth and, due to the change in the interest environment, we now expect adjusted PBT for the coming year to be ahead of market expectations. JAMES KNIGHT Chief Executive 28 April 2026 1 Principal lawyers are the senior lawyers who own the service company ("Pod") which contracts with Keystone. The relationship between Keystone and its lawyers is governed by two agreements: a service agreement (which governs the commercial terms and is between the Pod and Keystone) and a compliance agreement (which governs the behaviour of lawyers and is between each lawyer and Keystone). Pods can employ more than one fee earner. A junior lawyer who is employed by a Pod ("Pod Member") is, to all intents and purposes, a Keystone lawyer and is presented to the outside world in much the same way as a conventional law firm would present a conventionally employed junior lawyer. Junior lawyers are interviewed and fully vetted by our recruitment team, ensuring they are of the requisite quality and calibre. These juniors also sign a compliance agreement and have to comply with all rules and regulations governing the professional conduct of Keystone's lawyers. 2 The Legal 500 UK Solicitors 2025 rankings is the leading guide to law firms and solicitors in the UK (Source: Legal500.com). 11 FINANCIAL REVIEW AND STRATEGIC REPORT KEY PERFORMANCE INDICATORS (KPIS) REVENUE I am delighted to report that revenue increased this year by 17.9% to £115.2m. This strong revenue growth has been driven by broad based client demand and continued strength in recruitment, both of Principals and pod members. In terms of Principal numbers, we end the period with 491 Principals and averaged 473 (2025: ended with 455 and averaged 443.5), whilst a net increase of 36 pod members means that total fee earners has increased by 13.5% to 654 (2025: 576). These factors have facilitated the continued growth in revenue per Principal, which has increased this year by 10.5% to £243k (2025: £220k). GROSS PROFIT The increased revenue this year generated ASHLEY MILLER Finance Director The following KPIs are used by the management to monitor the financial and operational performance of the Group: Revenue growth: 17.9% increase (2025: 11.1%) Adjusted PBT 3 growth: 20.6% increase (2025: 12.8%) Adjusted PBT margin 3 : 13.3% (2025: 13.0%) PBT growth: 25.6% increase (2025: 13.4%) PBT margin: 12.7% (2025: 12.0%) Adjusted basic EPS 3 : 37.0p (2025: 30.4p) Operating cash conversion: 98.9% 1 (2025: 94.5%) Trade receivables days: 35 (2025: 34) Qualified new applicants 2 : 294 (2025: 283) Offers made 2 : 96 (2025: 95) Offers accepted 2 : 68 (2025: 52) growth in gross profit of 15.2% to £29.3m (2025: £25.5m). The strong revenue growth was driven predominantly by the Principals and their Pods, such that the share of gross profit generated by those lawyers on whom we enjoy enhanced gross margins4 has fallen. Accordingly, the gross margin of 25.5% was lower than last year (2025: 26.1%), this reduction in margin flows through to PBT. DEPRECIATION, AMORTISATION, SHARE-BASED PAYMENTS AND GAINS ON INVESTMENTS Depreciation has increased this year by £0.1m as the 2024 fit out costs of our Chancery Lane offices only started being depreciated in November 2025. There was no amortisation charge for intangibles this year as the underlying asset on which this had been charged became fully amortised during the prior year (2025: £0.25m). The charge in respect of share-based payments increased from £0.8m to £0.85m, whilst the carrying value of the investment held by the business in Keypoint Law PTY Limited was revalued resulting in an unrealised gain of £0.2m. 1 Operating cash conversion is calculated utilising cash generated from operations and dividing it by the PBT before non-cash movements and net interest (2026: £13,621,568 per cash flow statement). 2 Non-financial KPIs are commented on with the Chief Executive's review. Recruitment data refers to numbers of potential Principals. 3 The calculation of adjusted PBT, adjusted PBT margin and adjusted EPS is shown on the next page. 12 STRATEGIC REPORT OTHER ADMINISTRATIVE EXPENSES Other administrative expenses have increased by 18.3% to £15.3m (2025: £12.9m). Staff costs increased by 17.0% to £6.3m (2025: £5.4m), driven by the investment in the additional personnel needed (2026: 81, 2025: 69) to ensure that the services provided to our lawyers remain a differentiating factor, together with pay rises and promotions reflective of the competitive market environment. Other administrative costs (per note 5) increased by 19.3% to £9.0m (2025: £7.5m), most significantly driven by an increased cost in lawyer recruitment fees (up £0.5m year on year) as a number of lawyers with large practices joined this year via recruitment agencies. The other main contributory factors to this increase were the increased investment in IT, costs associated with the brand refresh and the 13.5% increase in the average number of fee earners supported by the business. FINANCE INCOME AND COSTS During the first half of this year, we successfully renegotiated with our bank to receive enhanced interest rates on funds held. This, in conjunction with the continued slow pace in the reduction of base rates has meant that we have seen a substantial increase in the net finance income received (2026: £2.4m, 2025: £1.1m). PBT, ADJUSTED PBT AND PBT MARGINS Adjusted PBT is calculated as follows: 2026 £ 2025 £ Profit before tax 14,671,612 11,684,999 Gain in respect of investment held at fair value Amortisation of intangible assets Share-based payments (184,388) -851,320 -248,543 780,662 Adjusted PBT 15,338,544 12,714,204 Net finance income 2,408,050 1,111,203 Adjusted PBIT 12,930,474 11,603,001 PBT margin 12.7% 12.0% Adjusted PBIT margin 11.2% 11.9% Adjusted PBT margin 13.3% 13.0% The Board consider adjusted PBT and adjusted PBIT to be better measures of performance than PBT or PBIT, as the adjustments made exclude items which are either not a result of the underlying performance of the business (as is the case for the unrealised gain on the investment held at fair value or the amortisation, in the prior years, which arose from the structuring of the 2014 private equity investment in the business) or where the cost represents neither a cash impact to the business, nor is it a reflection of the value received by the recipient (as is the case with share-based payment costs). The decline in the adjusted PBIT margin is, predominantly the result of the lower gross margin, with the full year impact of depreciation of the office fit out causing much of the remainder. 4 Enhanced GM% delivered by central office employed lawyers and those lawyers based on the Isle of Man. 13 FINANCIAL REVIEW AND STRATEGIC REPORT CONTINUED TAXATION The Group's effective rate of corporation tax this year was 24.6% (2025: 26.8%). The reason that this is below the standard rate of corporation tax, and indeed the normal rate for the Group, is that at 31 January 2025 we prudently did not assume that the costs of the fit out of our offices in Chancery Lane would qualify for the annual investment allowance and as such enjoy 100% deduction in the year. During the subsequent tax work it was concluded that they did qualify, thereby reducing the charge to tax in the year. Excluding the benefit of this one-off transaction, the underlying corporation tax would have been 26%; higher than the standard rate and reflective of the level of investment which the Group makes in providing networking opportunities for our lawyers in social environments which are disallowable for corporation tax purposes. EARNINGS PER SHARE Basic earnings per share increased from 27.1p to 34.9p, with fully diluted EPS being 34.3p (2025: 26.6p). Adjusted basic earnings per share (calculated by making the same adjustments to earnings as have been made in calculating adjusted PBT and divided by the average shares in issue this year) increased to 37.0p (2025: 30.4p). STATEMENT OF FINANCIAL POSITION CASH One of the key features of the Group's business model is its strong cash generation. Keystone is a capital light model where the largest element of its costs, the payment of its lawyers, is on a pay when paid basis. These characteristics are clearly demonstrated in the Group's cashflow statement. Operating cash conversion of 98.9% (2025: 94.5%) generating cash from operations of £13.5m (2025: £11.5m), and capital expenditure returned to its usual levels of £0.1m following the one-off increase in 2025 to reflect the fit out of the offices in Chancery Lane. Corporation tax paid this year (£3.7m) also reflects a return to "normal" insofar as it includes four quarterly payments. This follows the distortion to cashflow caused in 2025 as the business transitioned to meet the requirements of being classified as "super large" by HMRC. This classification means that the business has to pay 100% of the corporation tax due within the financial year and so 2025 was a transitional year in which 6 quarterly payments were made. The newly renegotiated interest rates on cash held have ensured a step up in interest received this year (£3.2m, 2025: £2.0m) whilst interest paid remained largely in line with the prior year. Overall, these movements have meant that the Group generated £11.6m (2025: £7.2m) pre dividend payments. This strong cash generation, together with the broader strength of the balance sheet underpinned the Group's ability to pay dividends in the year of £11.6m, comprising £4.7m in respect of a special dividend and £6.8m in respect of ordinary dividends (2025: £5.9m ordinary dividends). This left closing cash of £9.7m (2025: £9.7m). NET ASSETS The strength of performance of the Group continues to ensure that we have an extremely strong balance sheet. Even after a year where we have paid out £11.6m in dividends, net assets have increased from £20.4m to £20.7m. This has been driven by strong profitability (£11.1m) and the £0.7m movement in reserves to account for the vesting of LTIP awards. PRINCIPAL RISKS AND UNCERTAINTIES The Group's principal risks and uncertainties are outlined on pages 22 and 25. 14 STRATEGIC REPORT SECTION 172 COMPANIES ACT STATEMENT The statements below address the reporting requirements of the Board under Section 172 of the Companies Act and the Companies (Miscellaneous Reporting) Regulations 2018. The Directors of the Company have a duty to promote the success of the Company. A Director of the Company must act in the way they consider, in good faith, to promote the success of the Company for the benefit of its members, and in doing so have regard (amongst other matters) to: the likely consequences of any decision in the long term; the interests of the Company's employees; the need to foster the Company's operations on the community and the environment; the desirability of the Company to maintain a reputation for high standards of business conduct; and the need to act fairly between members and the Company. The Directors are committed to developing and maintaining a governance framework that is appropriate to the business and supports effective decision making coupled with robust oversight of risks and internal controls. Keystone has a very clear organic growth strategy aimed to ensure delivery of long-term sustainable growth and increasing stakeholder value and all significant business decisions consider both their short and long-term impact on this strategy. Fundamental to the success of this strategy is the continued recruitment and retention of high-calibre lawyers, who join Keystone to take advantage of the many benefits that we offer and build their practice to deliver work of the highest professional standards to our clients. A key tenet of our success is the ongoing investment we make in nurturing the community and culture of the business. This open, engaging and collegiate culture both attracts and retains lawyers whilst ensuring that all who work at Keystone feel a part of something special. Keystone's primary asset is its people, be it the central office staff, the lawyers, the clients or third-party suppliers with whom we work (such as counsel, experts and other professionals). As a business, we dedicate substantial time, effort and resources in working to develop and maintain strong relationships from which all parties benefit. As a people business, the impact of business decisions on our principal stakeholders is always central to the decision-making process. Law firms generally have a low environmental impact and Keystone's model further reduces this by having an extremely small office footprint and using technology across the business to facilitate our lawyers working remotely and so having no need to commute to work. The Directors treat all members of the Group fairly and consistently, as required by both professional standards and in compliance with various pieces of legislation. We provide information to all shareholders and other third parties on an equal basis. Below are some examples of how the Directors have had regard to the matters set out in section 172 in decisions made when discharging their duties: APPROVAL OF ANNUAL BUDGET The Board has reviewed its plans for the coming year, considering the financial and operational implications these have. These plans continue to focus on driving the continued growth of the lawyer base whilst ensuring that, through the delivery of market leading support services, we facilitate the growth and development of those lawyers who are already with the Group. This approach is intended to deliver long-term sustainable growth which is beneficial to all stakeholders. 15 FINANCIAL REVIEW AND STRATEGIC REPORT CONTINUED DIVIDEND Reflective of the strong cash generation of the business model, recognising the strength of our balance sheet and our confidence in the future, the Board is proposing to pay a final ordinary dividend for the year ended 31 January 2026 of 17.2p per share (2025: 14.0p). This brings the total ordinary dividend for the year to 24.7p per share (2025: 20.2p per share). Subject to approval at the Annual General Meeting, the final dividend will be paid on 23 June 2026 to shareholders on the register at the close of business on 5 June 2026. The cash value of dividends paid this year was £11.6m, comprising £4.7m in respect of a special dividend and £6.8m in respect of ordinary dividends (2025: £5.9m ordinary dividends). ASHLEY MILLER Finance Director 28 April 2026 16 STRATEGIC REPORT ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) ENVIRONMENTAL The activity of a law firm inherently has a low environmental impact. Furthermore, the Keystone model engenders an even lower impact due to its minimal property footprint and a workforce which uses technology to support remote working and avoid commuting. Even so, the Board believes that we have a responsibility to minimise the limited impact we have, where possible. Since 2022, when we first carried out an assessment of our carbon footprint and decided to become certified carbon neutral, we have taken steps to reduce our carbon footprint where possible and to the extent that this is not possible to purchase carbon credits to offset emissions. Through our Keystone Species initiative, we have supported both international and domestic projects which seek to protect the most important parts of our ecosystem. This year, through the purchase of carbon credits, we provided support to the Sabah rainforest rehabilitation project in Malaysia. This project rehabilitates and conserves 25,000 hectares of degraded forest through enrichment planting with indigenous dipterocarp species, fast-growing pioneer trees and forest fruit trees, while also preventing future re-logging in the project area. The project is expected to remove more than 250,000 tonnes of CO 2 e from the atmosphere and is actively restoring 12,385 hectares of tropical rainforest, sequestering carbon and conserving globally significant biodiveristy. The forest provides vital habitat for endangered and threatened keystone species, including orangutans, red lanfures, Bornean elephants and rhinoceros hornbills. Beyond its environmental impact, the project delivers meaningful social benefits employing and training opportunities for local community members. On the domestic front, we continued our honeybee project with the adoption of 20 British honeybee hives from Bees & Co, a certified carbon neutral honey farm. Whilst the honeybee is one of the smallest keystone species, its contribution to the ecosystem is vital, with an estimated one third of our food depending on pollination. These hives are handmade from British sustainable cedar wood and become home to over 1.5 million honeybees during the peak of summer. Our lawyers also benefit directly from this experience as a few are able to spend a day "bee keeping", bringing a real connection between our people and our environmental efforts, whilst the honey from our hives was sold at other charitable fundraising events which we ran during the year. Our aim is to continue to reduce our carbon intensity and minimise our footprint wherever possible and, to the extent it is not possible to avoid emissions, we will continue to offset the impact through the use of the carbon credit system. The table below shows the results of both this year and last year's assessment, which has been carried out independently in accordance with the methodology outlined by the GHC protocol. 17 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONTINUED KEYSTONE EMISSIONS TCO 2 E (PRE PURCHASE OF CARBON CREDITS) tCO 2 e 2026 2025 Scope 2 1 13 14.3 Scope 3 2 293 248.3 306 262.6 Scope 2 (kWh) 67,552 73,741 1 Scope 2 represents indirect emissions generated by the purchase of electricity, heating and cooling. 2 Scope 3 represents other indirect emissions generated by our business and people whilst carrying out their jobs. CARBON INTENSITY 2026 2025 tCO 2 e per £m revenue 2.7 2.7 Revenue £'m 115.2 97.7 tCO 2 e per person 0.44 0.41 No. of people 1 696 632 1 No. of people is the average number of employees, Principals and Pod Members in the year. CORPORATE CULTURE AND OUR PEOPLE Keystone's culture sits at the heart of its success. Our lawyers benefit from a flat structure, transparent and consistent remuneration policy, the absence of politics and a supportive and inclusive community. This creates an open, positive and empowering environment in which they can thrive and drive forward their practices. Within the central office team, we engender a positive client-focused culture, where our lawyers are treated as clients as well as the clients of the firm. By engendering this supportive culture with our lawyers, we ensure that they are free to focus on client development and delivering legal services which is wholly consistent with the Group strategy. By attending the many social and networking events which we run for our lawyers; the management team have ample opportunities throughout the year to assess and monitor the state of the culture amongst our lawyers. Our confidential lawyer survey provides a further channel through which lawyers provide feedback to the management team on a range of aspects both practical and cultural. Furthermore, the Executive members of the Board work closely with the rest of the central office team, thus guiding and enhancing the positive behaviours and attitudes which underpin the corporate culture. As a law firm, Keystone is regulated by the SRA and, as such, complies with the SRA Code of Conduct. Central to this Code is a series of obligations placed on the Group and its lawyers to operate with integrity and uphold the rule of law. Keystone's business model drives positive behaviour. It aligns the interests of clients and lawyers, both of which are fulfilled through the Group and the support the lawyers receive and use in advising the clients. 18 STRATEGIC REPORT EQUALITY AND DIVERSITY We firmly believe in equality of opportunity and build our business by attracting and retaining the best talent for all roles. In 2023 we were recognised for the diversity of our people in the Law.com International diversity survey 2023 1 . By providing genuine flexibility to our lawyers, in terms of the hours they work and by providing the technological platform which enables them to deliver their high-quality service from the location of their choice; our model removes barriers to the work place, whilst our remuneration structure which is uncapped and identical for all Principals ensures equality for all. Equally, the vast majority of our central office team are able to work remotely, benefitting from the same technology advantages enjoyed by our lawyers, using the offices as needed or desired. The table below sets out the gender of our people as at 31 January. 2026 2025 Male Female Male Female Board 4 1 4 1 Senior management 3 2 3 2 Other Central Office 26 60 25 48 Lawyers 360 294 320 256 Total 393 357 352 307 OUR PEOPLE POLICIES The Group has an extensive range of policies in place to govern behaviour and protect the rights of our people. These include, but are not limited to, the following areas: For employees, entitlements such as remuneration, pension, holiday, sickness, parental/bereavement leave and pay Internal procedures including complaints and grievances, disciplinary, whistleblowing IT and other facilities usage Anti-bribery and corruption, data usage, data protection and GDPR, anti-money laundering, anti-slavery, client confidentiality Health and safety and diversity and inclusion SRA (Solicitors Regulatory Authority) code of conduct also applies to all SHAREHOLDERS The Board places great emphasis on good communications with shareholders. The Group primarily communicates with shareholders via its annual and interim reports, which are issued following RNS announcements through the post and are also published on the Group's website. Following the issue of these, the Chief Executive and the Finance Director meet with shareholders and analysts. Further announcements may be made during the course of the year via RNS, in satisfaction of the Board's reporting obligations and in compliance with regulation and best practice. The Group's AGM also provides an opportunity for shareholders to communicate directly with the Board and shareholder participation is encouraged. Details of the Group's AGM, and the business to be transacted at it, are announced in the usual way and reproduced on the Group's website. Following the celebration of the AGM, the results of votes taken are published on our website. 1 Top 5 law firms with the most female partners, top 5 law firms for LGBTQ+ representation, top 25 law firms for racial diversity and top 25 law firms for disability representation. Diversity data since then has been collected as part of the overall survey and no separate results have been published. 19 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONTINUED In addition, the Chairman is available to meet major shareholders on request to discuss governance and strategy. Reports of these meetings, and any other shareholder communications during the year, are provided to the Board. Shareholders can contact the Group Secretary by emailing [email protected] . Use the heading "Shareholder contact" to request that a matter be brought to the Board's attention or to arrange a meeting with the Chairman. WIDER STAKEHOLDER ENGAGEMENT The Board recognises the importance of the wider stakeholder groups, principally being: consultants and employees, clients and the Group's suppliers. The Group engages with each of these stakeholder groups regularly through a range of channels. CONSULTANTS AND EMPLOYEES Keystone's success is built on the calibre and commitment of its consultants (Principals and Pod Members) and employees, who share a common commitment to go above and beyond client expectation. Keystone is characterised by its open and inclusive collegiate culture with consultants feeling free to share their views about the Group with management in an unhindered manner. The senior management and central office employees engage directly with the Group's consultants daily and meet with them in a range of different formats regularly throughout the year, providing plentiful opportunity for dialogue. Furthermore, Keystone conducts a formal annual survey in which the consultants provide their feedback on the service, support and infrastructure they receive, as well as producing a quarterly internal magazine and sending out more regular bulletins by email or over Keyed In. Keystone's employees are equally central to the success of the Group and the open culture engendered within the team encourages employees to speak freely. Management is encouraged to ensure good engagement within its teams. CLIENTS Keystone's consultants have strong client relationships and, as such, normally have an open dialogue with their clients such that they receive regular feedback during the progression of each matter. Clients are also invited to give feedback directly to senior management in the Group's engagement letter, which is sent to every client at the commencement of the matter. As a regulated law firm, the services we provide are governed by the highest standards of professional practice and our internal compliance function works with our lawyers, our clients, our regulator and our ombudsman in this respect. Our service and expertise regularly win awards. A number of industry publications, including The Lawyer, Legal Week, Chambers and Partners have independently attested to Keystone's very high level of client satisfaction. SUPPLIERS Each of our Group unit heads engages directly with our suppliers in their area. We engage regularly with our key suppliers. The heads of our Group units have direct access to the Board and discuss supplier matters, both formally and informally, as and when necessary. 20 OUR GOVERNANCE THE BOARD OF DIRECTORS EXECUTIVE DIRECTORS JAMES KNIGHT Chief Executive Officer James founded Keystone in 2002 when he set out to create a new type of law firm. Prior to that, he had a ten-year career as a commercial solicitor in London, Hong Kong and Dubai. James now focuses on business development, marketing and other drivers of growth. ASHLEY MILLER Finance Director Ashley joined Keystone in January 2015 and is a commercially orientated finance professional with over 30 years' experience. Having trained with Price Waterhouse, Ashley has spent his career establishing and managing international finance departments for SME businesses operating across the professional services sector. NON-EXECUTIVE DIRECTORS ROBIN WILLIAMS Independent Non-executive Chairman Robin joined the Board in October 2017 as Independent Non-executive Chairman. He is a chartered accountant with over 30 years' experience with listed companies, initially as an adviser, then as a leading Executive and, latterly, as a Non-executive. He is also currently Chairman of Churchill China Plc and, until May 2026, a Non-executive Director of Headlam Plc. SALAR FARZAD Independent Non-executive Salar joined the Board in March 2023 as an Independent Non-executive Director and in April 2023 he became Chair of the Audit Committee. He is a chartered accountant with extensive commercial experience who has served as CFO for a range of organisations, including AIM Listed, private companies and divisions of large groups with Official Listings. He is also currently Chief Financial and Administrative Officer of Gleeds, an international built environment property consulting firm and a Non-executive Council Member, sitting on the Nomination and Remuneration Committees, of Trinity College London. ISABEL NAPPER Independent Non-executive Isabel joined the Board in December 2020 as an Independent Non-executive Director and has served as Chair of the Remuneration Committee since April 2021. She is also a Non-executive Director and Chair of the Remuneration Committee at Tristel Plc. She brings more than 15 years experience as a Non-executive Director across both private and public companies, providing strategic oversight, governance expertise and significant expertise in remuneration matters. Prior to this, she practised as a lawyer specialising in intellectual property and commercial law across a range of sectors until 2015. 21 PRINCIPAL RISKS AND UNCERTAINTIES The Corporate Governance Statement includes an overview of the Group's approach to risk management and internal controls. Set out below are the principal risks and uncertainties that the Group faces, which remain substantively the same as last year, and the activities designed to mitigate these risks. The Board recognises that the nature and scope of risks can change and that there may be other risks to which the Group is exposed; therefore, the list is not intended to be exhaustive. Risk Mitigation Economic downturn A significant downturn in the UK economy We deliver our services across impacting the demand for legal services. a broad range of legal services, supporting clients across a large range of sectors, such that we have no dependence on any one area of law, sector of the economy or client. Furthermore, the remuneration structure of our lawyers (fully variable and pay when paid) provides a substantial cushioning effect in the event of economic volatility. Finally, an economic downturn may provide further impetus to recruitment as conventional firms, which have high fixed costs, may struggle in this environment, thereby increasing the candidate flow. Litigation, professional liability and uninsured risks Due to the nature of a law firm and its role We have a robust compliance in providing legal advice, the Group remains and risk management team, susceptible to potential liability for negligence, which focuses on supporting breach of contract and other client claims. lawyers to reduce the risk that From time to time, in the ordinary course such issues may arise and, to of business, Keystone receives claims of the extent that they do arise, professional negligence which it notifies we seek to mitigate any such to its insurers. Any potential claim may be risk by carrying professional expensive to defend, divert the time and indemnity insurance with a cap focus of management away from the Group's of £60 million. operations, and may result in the Group having to pay substantial monetary amounts, any of which could impact on the reputation of the Group and result in a material adverse effect on Keystone's business and overall financial condition. 22 OUR GOVERNANCE Risk Mitigation Regulatory risk and compliance risks The Group, like most businesses, is subject The business has an to a range of regulations. Failure to comply experienced and robust with these could have significant implications compliance and risk for the business ranging from reputational management team, which damage to criminal prosecution and oversees the Group's policies sentencing. and procedures, ensuring that they meet the relevant regulatory requirements. The Group uses technology to support and drive compliant behaviour and to help the team to focus on areas of potential risk. Furthermore, the team calls upon external professional advice where needed to ensure that the business meets its compliance and regulatory obligations. Personnel For any business, personnel is a particularly The Group invests considerable prominent asset heavily contributing to its time and effort in working strength and attractiveness. The Group is to attract high-quality new heavily reliant on its lawyers to attract new lawyers as well as focusing clients and maintain relationships with existing on ensuring that all lawyers clients. If the Group was to lose the services of feel a part of the Keystone key lawyers with high client retention rates, or "family". Furthermore, cease to be able to attract new lawyers, this management continues to could significantly impair the strategy and monitor the characteristics of success of the firm from both a reputational the Keystone model to ensure and financial standpoint. that they remain commercially compelling and attractive to both existing and potential Keystone lawyers. 23 PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED Risk Mitigation Contractual arrangements with lawyers Keystone's lawyers are self-employed, The Group monitors the contracting with the Group predominantly legislative landscape for any via personal service companies. The self- developments which could employed status of the Group's consultants is have a bearing upon this not only based on the contractual structure, relationship. Where necessary, but also on the way in which the arrangements the Group would seek external operate in practice. There is a risk that some professional advice to support of the consultant lawyers may be deemed to it in assessing the implications be workers or employees and, as such, would of any such developments. be entitled to additional benefits including, but not limited to, paid annual leave and sick pay. If this was to occur, then in addition to the rights for workers, such lawyers would gain rights for unfair dismissal. If the consultant lawyers were deemed to be employees, then the tax treatment would be different and the Group would be liable for PAYE and national insurance contributions for such people deemed to be employees. Furthermore, if there is a change in employment law or tax law, which means that the nature of the relationship which exists between the Group and its lawyers is not one of self-employment, then the rights and obligations referred to above could also be triggered. 24 OUR GOVERNANCE Risk Mitigation Competition Keystone competes with other legal firms that offer commercial law services in which quality of advice, service, reputation and value operate as highly competitive factors to distinguish the Group. Despite this, there remains a risk that competitor firms or a newly established firm will acquire market share. Competition remains a core risk for the Group as any loss of market share could reduce revenue, reduce margins, reduce the ability to recruit new lawyers and reduce the retention rates of current personnel, any of which could materially adversely affect the Group's business operations and overall financial condition. Keystone's growth strategy continues to be focused on attracting good quality lawyers with strong client relationships. By maintaining the calibre of lawyers attracted and retained, management believes that they will maintain and enhance their position in the market. Management also continues to review and monitor the characteristics of the Keystone model to ensure that they stay ahead of any current or future competitors. Information IT forms an integral part of the business's operating model and, as such, any breakdown of the Group's information technology system could be significant. Also, as Keystone processes sensitive personal data, it is possible that a security breach could result in some of this data becoming public. Were this to occur, then Keystone could face liability under data protection laws and could lose the goodwill of any clients affected by such a breach. Such a breach could also create reputational damage. Hosting and support of all systems is outsourced to a large, reputable business which is dedicated to the provision of these services. It is contracted to keep all data safe, secure and backed up, and utilises a number of tools and appliances to maintain Keystone's data integrity and security. Over and above this, we continue to invest in IT security systems to reduce the risk that any breach/penetration can occur. systems and system security breaches 25 CORPORATE GOVERNANCE STATEMENT INTRODUCTION The Directors acknowledge the importance of high standards of corporate governance and are pleased to confirm that the Group has complied with the Quoted Companies Alliance Corporate Governance Code 2023 (the "QCA Code") throughout the year. BOARD EFFECTIVENESS During the year, the Group has carried out an annual Board effectiveness review. As with previous years, this was an internal review led by the Chairman and involving all of the Directors. The Board believes that this approach is the most appropriate for a business of Keystone's size and complexity with the disproportionate cost of an external facilitator not being justified in the context of our business. The format taken this year was for each Director to complete a questionnaire about the performance of the Board as a whole, commenting on the overall approach, effectiveness and any areas they felt that the Board could enhance its effectiveness. The results of this were then discussed in an open forum and considered. No specific failings in effectiveness were identified and the review served to reinforce the Board's focus on the monitoring and management of risk as well as the key drivers of growth in the business. RISK MANAGEMENT AND INTERNAL CONTROLS Risk management is a key area of focus for the Board, which is responsible for maintaining a sound system of internal controls to safeguard shareholders' investments and the Group's assets. Such a system is designed to reduce and manage the risk of failing to achieve the Group's objectives. It is designed to provide a reasonable assurance against material misstatement or loss. The Board has considered the need for an internal audit function and has concluded that, given the size and complexity of the Group, the internal control system currently in place is the most appropriate solution. The Board revisits this decision periodically. The Board is responsible for the identification and evaluation of major risks faced by the Group and for determining the appropriate course of action to manage those risks. The Group maintains a risk register which the Board considers regularly. The risk register assesses both the risks and the controls in place to prevent the risk crystallising as well as any mitigation which would exist should they materialise. A summary of the principal risks and uncertainties, together with the relevant mitigation, is set out on pages 22 to 25 of this report. The Group takes a proactive approach to risk management, which starts at the strategic level with the Group identifying areas of the law in which it will not operate. The Group then recruits to this risk profile. The recruitment process is controlled by the senior management team, who are qualified and experienced solicitors with many years' experience of recruiting consultants to Keystone. The Group focuses on attracting experienced and well-qualified lawyers with a client following from highly respected law firms, thereby reducing the risk profile of the lawyer base. As a law firm, Keystone is regulated by the Solicitors Regulatory Authority ("SRA") as well as being subject to other legal regulation governing its industry and the economy as a whole (e.g. anti-money laundering legislation, data protection rules ("GDPR") etc.). As such, the Group has a dedicated compliance function, led by the Group's Compliance Officer and appropriately qualified staff, whose role it is to ensure compliance with all such regulation as well as handling any complaints or claims received from the Group's clients. The structure of Keystone ensures that this department is wholly independent of the lawyers, whilst the "open door" collegiate culture of the Group ensures that lawyers are more than happy to seek support and guidance from the team where they identify issues of potential concern. This department reports to the Chief Executive, who is fully appraised of any regulatory matters being handled, complaints/claims made as well as the status of these, and the Board receives regular updates as to the status of any significant 26 OUR GOVERNANCE regulatory matter or material claims made or complaints which the CEO believes may proceed to a claim. The Group uses technology, with each new matter taken on being subjected to a risk questionnaire, as well as more traditional methods, such as file audits, to proactively monitor matters, and actively engages with consultants to assess, understand and manage any risk that should arise. The Group's standard terms of business, provided to each client at the start of each engagement, advises the clients of the Group's complaints procedure; this procedure directs the clients directly to the compliance department. Furthermore, under the terms of the compliance agreement, which each consultant enters into with the Group, the consultants are required to report all risks, complaints and regulatory matters to the compliance function. As the most significant risk for a law firm is associated with claims for professional negligence, one of the Group's significant contracts (and, as such, an item which requires Board sign off) is the renewal of the professional indemnity insurance. This ensures that the Board is the body which is ultimately responsible for assessing the appropriateness of the level of cover which the Group holds. The financial procedures and controls of the Group are under the stewardship of the Finance Director (see Directors' biographies on page 21). COMPOSITION OF THE BOARD, ITS SUBCOMMITTEES AND ITS MEMBERS The Board generally comprises five Directors, two Executives and three Non-executives, reflecting a blend of different experiences and backgrounds. Directors' biographies, setting out their experience, skills and independence, are shown on page 21. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Group's challenges and opportunities, whilst, at the same time, ensuring that no individual (or small group of individuals) can dominate the Board's decision making. The Non-executive Directors are expected to devote such time as is necessary for the proper performance of their duties. It is anticipated that this will require them to spend a minimum of 24 days a year working for the Company. The Non-executive Directors meet during the year without the Executive Directors and provide effective balance and challenge. The Executive Directors are full-time employees of the Company. The Non-executive Directors keep their skill set up to date with a combination of attendance at CPD events and experience gained from other Board roles. The Executive Directors are employed full time in the Group and this is the best way of their keeping up to date. The Group's Nominated Adviser and the Company Secretary ensure the Board is aware of any applicable regulatory changes. All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Group's expense. In addition, the Directors have direct access to the advice and services of the Company Secretary and Finance Director. The division of responsibilities between the Chairman and Chief Executive Officer has been agreed by the Board and is set out below. ROLES OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER The Chairman leads the Board ensuring its effectiveness and his role and responsibilities are clearly divided from those of the Chief Executive Officer. The Chairman: sets the Board agenda; ensures that the Directors receive accurate and timely information and that adequate time is available for discussion of all agenda items, in particular, strategic issues; makes sure that all Directors, particularly the Non-executive Directors, are able to make an effective contribution; maintains a constructive relationship between the Executive Directors and the Non-executive Directors; initiates Board and Committee effectiveness reviews and the discussion of their outcomes; 27 CORPORATE GOVERNANCE STATEMENT CONTINUED has primary responsibility for leading the Board; and chairs Board meetings. The Chief Executive Officer has responsibility for all operational matters, which include the implementation of strategy and policies approved by the Board. In addition, he has responsibility for managing the business of Keystone subject to the matters reserved for the Board. He has overall responsibility for the Group's development and expenditure and delivering on the budget prepared by the Finance Director and approved by the Board. MATTERS RESERVED FOR THE BOARD The Board is responsible for reviewing, formulating and approving the Group's strategy, budgets and corporate actions and overseeing the Group's progress towards its goals. This is formally documented in a schedule of matters reserved for Board approval and includes: strategy and business plans, including annual budget; structure and capital including dividends; financial reporting and controls; internal controls on risk management and policies; significant contracts and expenditure; communication with shareholders; remuneration and employment benefits; and changes to the Board composition. BOARD DECISIONS AND ACTIVITY DURING THE YEAR The Board has a schedule of regular business comprising all the major financial and operational matters of the Group. The Board has established a number of committees, the work of which is described below. The Board has ensured that all areas for which it is responsible are addressed and reviewed during the course of the year. The Chairman, aided by the Company Secretary, is responsible for ensuring the Directors receive accurate and timely information. The Company Secretary provides minutes of each meeting and every Director is aware of the right to have any concerns minuted. In addition to the Board meetings, there is regular communication between Executive and Non-executive Directors, including, where appropriate, updates on matters requiring attention prior to the next scheduled Board meeting. It is the Board's current practice that the Non-executive Directors meet periodically, and at least annually, without the Executive Directors. BOARD MEETINGS Board meetings are held monthly and arranged by the Company Secretary. Where the subjects to be discussed call for it, the Company Secretary arranges for or prepares suitable papers, which are then circulated to the Directors in advance. Additional ad hoc meetings and committee meetings are called as necessary, for example, to approve the release of the Group's Annual Report, once it has been approved in principle in substantially the final form. At least annually, the Board will consider the Group's strategy and annual budget. There are currently no plans in place for the evolution of the corporate governance framework in line with the Group's plans for growth as the Board believes that the current structure of the Board is suitable for such growth plans in the short to medium term. However, the Board will keep this under regular review. 28 OUR GOVERNANCE The table below shows the Directors' attendance at scheduled meetings of the Board and its committees during the year: Board Audit Remuneration James Knight 11/11 Ashley Miller 11/11 1/1 Robin Williams 11/11 1/1 2/2 Isabel Napper 11/11 1/1 2/2 Salar Farzad 11/11 1/1 2/2 DISCLOSURE COMMITTEE The Disclosure Committee is available as needed to review how the Group should deal with price sensitive information. The purpose of the Disclosure Committee is to provide a rapid response to the potentially urgent matter of required disclosures. All Board members are members of the Disclosure Committee as is the Company Secretary. The quorum of the Disclosure Committee is one of the Chief Executive Officer, the Finance Director, or the Company Secretary and any Non-executive Director. NOMINATION COMMITTEE The Nomination Committee is available as needed to manage the process of appointing new Directors to the Board and to consider succession matters. The Committee is chaired by Robin Williams and is comprised of the Non-executive Directors. During the year, the committee met to consider the ongoing tenure and independence of Robin Williams as Chair of the Board. Robin Williams has been Chair since October 2017 and will thus have served nine years in October 2026. Mindful of the QCA Code, the Nomination Committee and the Board have therefore carefully considered Robin's continued independence and effectiveness. They remain satisfied that he continues to exercise objective judgement and provide effective leadership to the Board. In reaching this conclusion, the following factors were considered: Robin's expertise and knowledge of the Company, its markets and stakeholders, which supports effective oversight and governance the absence of any relationships or circumstances that could impair independent judgement; evidence of continued independent challenge and constructive engagement with executive management; the balance of independence across the Board, with both current Non-Executive Directors considered independent; and the outcome of annual, including the most recent, Board performance evaluations which confirmed the ongoing effectiveness of the Chair. The Committee and Board notes that under the QCA Code, independence is determined by behaviour and judgement rather than tenure alone. Accordingly, the Board considers Robin to remain independent in character and judgement and therefore compliant with the principles of the QCA Code. The Board has thus agreed that Robin should continue in the role of non-executive Chair. The Committee and Board will continue to keep succession planning under active review to ensure orderly refreshment of the Board at the appropriate time. 29 REPORT OF THE AUDIT COMMITTEE SALAR FARZAD Chair, Audit Committee OVERVIEW The Audit Committee is charged with the oversight of the internal financial controls and risk management systems, making recommendations to the Board on the appointment of its auditor and the audit fee, monitoring and reviewing the conduct and control of the audit work, as well as monitoring the integrity of all formal reports and announcements relating to the Group's financial performance. The Committee has unrestricted access to the Group's auditor. The Audit Committee considers all proposals for non-audit services and ensures that these do not impact on the objectivity and independence of the auditor. The Audit Committee, in its meetings with the external auditor, reviews the safeguards and procedures developed by the auditor to counter threats, or perceived threats, to their objectivity and independence and assesses the effectiveness of the external audit. The Group's policy on non-audit services performed by the external auditor is to address any issues on a case-by-case basis. COMPOSITION AND MEETINGS The Audit Committee has three members, all of whom are independent Non-executive Directors, with one having recent and relevant financial experience with competence in accounting or auditing. The Finance Director attends the committee meetings by invitation. The members of the Audit Committee are: Salar Farzad (Chair), Isabel Napper and Robin Williams. 30 The Audit Committee has met once during the year, following the annual audit of last year's accounts. All members of the Committee attended the meeting as did the Finance Director by invitation for part of each meeting. The auditor attended the meeting to provide feedback on their work. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT FRAMEWORK The Audit Committee is charged with oversight of the internal financial control and risk management framework in the business. This framework is intended to provide reasonable, but not absolute, assurance against material financial misstatement or loss. The Audit Committee has concluded that sound risk management and internal controls have been in operation throughout the period. FINANCIAL MANAGEMENT AND REPORTING The Committee is satisfied that the Annual Report and Financial Statements, taken as a whole, provide a fair, balanced and understandable assessment of the Group's performance, its strategy and business model, as well as its financial position as at the end of the period, and has advised the Board accordingly. In reaching these conclusions, the Committee has considered the information provided by management and discussions held with the external auditor. INTERNAL AUDIT FUNCTION Given the Group's straightforward structure and business model, the Board does not consider it necessary to have an internal audit function at this time. This position will be reviewed annually. EXTERNAL AUDIT The Committee has reviewed and agreed the scope and methodology of the work undertaken by the Group's external auditor RSM. It has considered their independence and objectivity and has agreed the terms of their engagement and their fees. RSM has been the Group's auditor since the Group's shares were admitted to AIM. A review of their independence and audit process effectiveness is performed each year before a recommendation is made to the Board to propose their reappointment at the AGM. SALAR FARZAD Chair, Audit Committee OUR GOVERNANCE REPORT OF THE REMUNERATION COMMITTEE OVERVIEW The Remuneration Committee is chaired by Isabel Napper with Robin Williams and Salar Farzad as its other members. The CEO and Finance Director may also attend meetings by invitation of the Committee, although neither is involved in deciding their own remuneration. The Committee considers the performance of the Executive Directors and makes recommendations to the Board on matters regarding their remuneration and terms of service. As part of that process, the Committee sets the scale and structure of the Executive Directors' remuneration package, including share-based payments having regard to best practice, corporate governance and the interests of shareholders. It is also responsible for the review and management of the ISABEL NAPPER Chair, Remuneration Committee MEETINGS Group's share-based incentive scheme. The Remuneration Committee meets at least twice each year. The Committee has regard to the recommendations put forward in the QCA Code and the QCA Remuneration Committee Guide and associated guidance. During the year, the Committee met on two occasions and, on both occasions, all members of the Committee were present. DIRECTORS' REMUNERATION SUMMARY (AUDITED) The remuneration of the Directors is set out in the table below: £'000 Salary & Fees Value (1) of shares received under LTIP Pension Total 2026 Salary & Fees Value (1) of shares received under LTIP Pension Total 2025 James Knight 368 - 10 378 357 - 10 367 Ashley Miller 224 97 11 332 212 113 10 335 Robin Williams 81 - - 81 78 - - 78 Isabel Napper 49 - - 49 47 - - 47 Salar Farzad 49 - - 49 47 - - 47 771 97 21 889 741 113 20 874 Value of shares being the market value of shares on day of vesting, less the nominal value of the vested shares which the recipient has paid. During the year, the share awards granted in June 2022 vested. James Knight does not participate in the LTIP scheme as the Committee believes that the level of his shareholding already ensures alignment of his interests with those of the broader shareholder body. 31 REPORT OF THE REMUNERATION COMMITTEE CONTINUED KEY ACTIVITIES During the year, the Committee: reviewed the remuneration packages of the CEO, the Finance Director and the senior management team. This included carrying out its own benchmarking exercise against similar roles in comparable AIM listed businesses. As part of that peer review the Committee noted that most other AIM companies award bonuses with a 100% salary potential. As can be seen from the Remuneration Policy, neither discretionary nor performance related bonuses are part of the Group's Policy. The Committee also: assessed the level of performance achieved against the performance criteria of each of the LTIP awards which vested during the year and confirmed the vesting; considered which members of the senior management team should be qualifying employees under the LTIP for the grant made during the year; reviewed the share allocation under the LTIP; and put the Directors Remuneration policy to an advisory vote at the 2025 AGM, with over 95% of the shareholders voting in favour of the Policy. LONG TERM INCENTIVE PLAN The Group operates a long-term incentive plan. The main terms of which are as follows: share awards or nil-cost options may be granted to qualifying employees; awards are made subject to appropriate performance criteria; any award made is subject to a three year vesting period followed by a one year holding period, during which time employees may not sell the shares except as necessary to pay for the tax arising from the grant; no single grant may have a value greater than 100% of the base salary of the individual to whom the grant is made; and the total number of shares which may be granted (net of any cancelled) cannot exceed 10% of the total share capital of the Company. In June 2025, performance share awards were issued to senior management and the Finance Director. Those awards were subject to performance criteria, with 80% of the award linked to EPS growth and 20% linked to comparative TSR with both elements being measured over a three year period. The Committee considers that the targets are appropriate and are aligned with shareholder interests. Also in June 2025, following the Committee's assessment of the performance of the business against the performance criteria, 85% of the performance share awards granted in June 2022 vested. This was the result of achieving 100% of the EPS element of the award, whilst delivering a TSR which fell between the median and the upper quartile of the comparator group meaning that 50% of this element of the award vested. In order to satisfy these awards, the business issued 124,381 ordinary shares in the capital of the Company. The fair value of the employee services received in exchange for these grants is recognised as an expense over the vesting period. The total amount to be expensed is determined by reference to the fair value of the options or shares determined at the date of grant. The awards are valued using the Monte Carlo (TSR component) and Black-Scholes (EPS component) option pricing models. Non-market based vesting conditions are included in assumptions about the number of options that are expected to become exercisable or the number of shares that the employee will ultimately receive. This estimate is revised at each balance sheet date to allow for options that are not expected to vest and the difference is credited to the consolidated statement of comprehensive income with a corresponding adjustment to reserves. 32 OUR GOVERNANCE The following table shows Share Awards held by Directors: 31 January 2025 Lapsed Vested Granted 31 January 2026 Ashley Miller 73,145 (2,867) (16,251) 26,093 80,120 Total 73,145 (2,867) (16,251) 26,093 80,120 DIRECTORS' INTERESTS According to the register of Directors' interests maintained under the Companies Act, the following interests in shares of the Company were held by the Directors in office at the year end: 2026 2025 James Knight 8,927,012 8,927,012 Ashley Miller 237,347 228,796 Robin Williams 11,000 11,000 Salar Farzad 2,050 2,050 Isabel Napper 1,580 - REMUNERATION POLICY INTRODUCTION This Remuneration Policy sets out the framework for the remuneration of the Directors and senior management of the Company. The policy is designed to attract, retain and motivate individuals with the necessary skills and experience to deliver long-term shareholder value while ensuring compliance with AIM market guidelines and corporate governance principles. The Policy is put to an advisory vote at each AGM. OBJECTIVES OF THE POLICY Align remuneration with the Company's strategy, long-term performance, and shareholder interests. Provide a clear and transparent framework for setting and disclosing remuneration. 33 Encourage a performance-based culture with an appropriate balance between fixed and variable pay. REPORT OF THE REMUNERATION COMMITTEE CONTINUED SCOPE This policy applies to the Executive Directors, Non-Executive Directors and senior management of the Company. The table below summarises the main elements of remuneration packages for Executive Directors: Component and Purpose Operation Maximum Performance BASE SALARY To attract and retain talent Takes account of factors such as role, skills and contribution. The setting of base salaries takes into consideration factors such as external market as well as the individual's skill and contribution. No formal maximum Individual and business performance are taken into account when setting base salaries. Base salaries are normally reviewed annually. ANNUAL Not applicable. The BONUS Company does not award bonuses to Executive Directors. BENEFITS Benefits include private medical insurance and life insurance. No formal maximum. The Company reviews its benefits to remain competitive in the broader employment market. To ensure total remuneration package is competitive PENSION The Company operates a defined contribution pension scheme for all employees. Executives can opt instead to receive a salary supplement in lieu of this pension contribution. The level of employer contribution for executive directors, as a percentage of salary, is in line with the rate applicable to the majority of the workforce. To provide appropriate level of benefits that allow for retirement planning 34 OUR GOVERNANCE Component and Purpose Operation Maximum Performance LONG TERM INCENTIVE PLAN ("LTIP") The LTIP consists of an award of the Company's shares which vest, subject to performance criteria being satisfied, after a three-year period and are then subject to a one-year holding period, during which the beneficiary is able to sell shares sufficient to pay the tax liability which arises upon vesting. Malus and claw-back provisions apply. 100% of base salary. Performance metrics are 80% of the value of the award is assessed against EPS growth targets approved at the time the award is made. 20% of the value of the award is assessed by comparing the TSR delivered by the Group over the assessment period compared to the TSR of the comparator group. Incentivises long-term shareholder value creation and employee retention NON-EXECUTIVE DIRECTORS The table below summarises the main elements of remuneration packages for Non-executive Directors: Component and 35 Purpose Operation Maximum Performance FEES Fees are normally set with reference to factors such as market positioning. Fees take into account the level of responsibility, experience and dedication required. No prescribed maximum. However, the Board takes account of the general increase in the market for Non-executive roles and aligns with the overall increase in Company's employee salaries. Not applicable. Non-executive Directors are not eligible to participate in performance related pay arrangements. Non-executive Director fees take into account external market conditions to ensure it is possible to attract and retain the necessary talent REPORT OF THE REMUNERATION COMMITTEE CONTINUED SERVICE CONTRACTS AND EXIT PAYMENTS POLICY EXECUTIVE DIRECTORS The following is a summary of the key terms of the service contracts of the Executive Directors: James Knight Ashley Miller Term Indefinite Indefinite Notice Period 12 months 3 months The service contracts are available for inspection at the Company's registered office, upon prior request. There are no express provisions in Executives' service contracts with the Company for compensation payable upon termination of those contracts, other than for payments in lieu of notice. NON-EXECUTIVE DIRECTORS Non-executive Directors (including the Chair) do not have service contracts but rather letters of appointment, the key terms of which are set out below: Chairperson NEDs Initial term 3 years 3 years Notice Period 3 months 1 month ISABEL NAPPER Chair, Remuneration Committee 36 OUR GOVERNANCE DIRECTORS' REPORT The Directors have pleasure in presenting their report and the financial statements of the Group for the year ended 31 January 2026. PRINCIPAL ACTIVITIES AND BUSINESS REVIEW The principal activities of the Group during the year were the provision of legal services, whilst the Company acts principally as a holding company. The results for the year and the financial position of the Group are as shown in the annexed financial statements. A review of the business and its future development is given in the Chairman's and Chief Executive's statements SUBSTANTIAL SHAREHOLDINGS together with the Financial Review and Strategic Report. RESULTS AND DIVIDENDS The results for the year are set out in the consolidated income statement on page 47. The Directors propose a final ordinary dividend of 17.2p per share subject to the approval at the Annual General Meeting on 18 June 2026. LIKELY FUTURE DEVELOPMENTS Our priorities for the following financial year are disclosed in the Chief Executive's Statement on pages 09 to 11. As far as the Directors are aware, the only notifiable holdings equal to, or in excess of, 3% of the issued ordinary share capital at 25 March 2026 were as shown in the table below: No. of Shares % Holding James Knight 8,927,012 28.15 Canaccord Genuity Wealth Management 3,770,409 11.89 JPMorgan Chase & Co 2,504,399 7.90 Liontrust Asset Management 1,850,707 5.84 Stancroft Trust 1,630,000 5.14 River Global (London) 1,211,144 3.82 Royal London Asset Management 1,130,000 3.56 DIRECTORS AND THEIR INTERESTS The Directors who served throughout the year, except where otherwise stated, and in place at the date of this report, are as follows: James Knight Ashley Miller Robin Williams Isabel Napper Salar Farzad The Directors' interests are included within the Report of the Remuneration Committee. DIRECTORS' REMUNERATION Directors' remuneration, payable in the year ended 31 January 2026, is set out in the Report of the Remuneration Committee. DIRECTORS' INDEMNITIES The Directors are entitled to be indemnified by the Company to the extent permitted by law and the Company's articles of association in respect of certain losses arising out of, or in, connection with the execution of their powers, duties and responsibilities. The Company also purchased and maintained Directors' and Officers' Liability Insurance throughout the year. 37 DIRECTORS' REPORT CONTINUED SHARE CAPITAL Details of share capital are given in note 18 to the financial statements. EMPLOYEES The Group operates an equal opportunities employment policy. The Group's policy on recruitment, development, training and promotion includes provision to give full and fair consideration to disabled persons, having particular regard to their aptitudes and abilities. The Group appreciates and values the input of all its employees and encourages development and training to enhance employee skills. The Group ensures that employees are aware of any important matters that may impact on the performance of the Group. BUSINESS RELATIONSHIPS The manner in which the Directors have regard for the interests of the various stakeholders of the Group is set out within the ESG section of this report. GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY Reporting regarding these areas is included within the ESG section of this report. GOING CONCERN The Group and Company financial statements have been 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 is cash positive, has no debt, has a model which is strongly cash generative and has, to date, a strong trading performance. The Group's forecasts and projections show that the Group has sufficient resources for both current and anticipated cash requirements. FINANCIAL RISK MANAGEMENT Financial risk is managed by the Board on an ongoing basis. The key risks relating to the Group are outlined in more detail in note 27 to the consolidated financial statements. The Group's principal risks and uncertainties are outlined in a separate section of this report. ANNUAL GENERAL MEETING The Company's AGM will be held on 18 June 2026. POLITICAL DONATIONS No political contributions were made during the year. AUDITOR A resolution to reappoint RSM UK Audit LLP as auditor for the ensuing year will be proposed at the Annual General Meeting in accordance with Section 487(2) of the Companies Act 2006. DISCLOSURE OF INFORMATION TO THE AUDITOR The Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Group's auditor is unaware, and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Group's auditor is aware of that information. On behalf of the Board ASHLEY MILLER Finance Director 28 April 2026 38

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