REG - Elixirr Intnl PLC - Acquisition of TRC Advisory, LLC

Elixirr InternationalAnnouncement

22/09/2025 07:00

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RNS Number : 1148A  Elixirr International PLC  22 September 2025

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"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

 

For immediate release

 

 

22 September 2025

ELIXIRR INTERNATIONAL PLC

Acquisition of TRC Advisory, LLC - Immediately Earnings-enhancing

 

Elixirr International plc ("Elixirr", the "Company" or, together with its
subsidiary undertakings, the "Group"), an established, global award-winning
challenger consultancy, is pleased to announce it has acquired all of the
issued and outstanding membership interests of TRC Advisory, LLC ("TRC"), a
US-based consultancy specialising in growth strategy, commercial effectiveness
and value acceleration, for a maximum consideration, including
performance-based top-up and earn-out payments, of up to US$125 million (the
"Acquisition"). The consideration for the Acquisition is to be satisfied
through a combination of cash and the allotment and issue of new ordinary
shares of 0.005 pence each in the capital of the Company (the "Ordinary
Shares"). The Acquisition is expected to be immediately earnings-enhancing.
Further details of the Acquisition are set out below.

 

Acquisition Highlights

 

·     TRC is a fast-growing, US-based challenger consultancy helping its
clients define and deploy strategies to outperform. Its business focuses on
four areas of expertise: growth strategy and value creation, pricing
excellence, commercial effectiveness and resource productivity.

 

·     The Acquisition fits perfectly with Elixirr's strategy to evolve
its capabilities, widen its industry diversification and grow its
international presence, particularly within the US, as Elixirr continues to
disrupt the traditional consulting model and deliver innovative solutions for
its clients globally.

·    TRC's clients include several multibillion-dollar companies,
offering exciting cross-selling opportunities for Elixirr, particularly in
industries where Elixirr has less presence, including manufacturing and
industrials.

 

·     The Acquisition is the Group's seventh since its AIM IPO in 2020
and marks the first milestone transaction since the Company joined the Main
Market of the London Stock Exchange in July of this year. It is the Group's
fifth in the US and its largest acquisition to date, adding significant scale
as well as accelerating Elixirr's growth in the US.

 

·     TRC has achieved strong revenue growth and has approximately
doubled its average client size between 2022 and 2024. For the 12 months ended
31 December 2024, TRC reported revenue of US$28.8 million and Adjusted EBITDA
of US$13.5 million.((1))

 

·    TRC's revenue for the 12 months ending 31 December 2025 ("FY 25") is
estimated between US$35-37 million, with estimated Adjusted EBITDA in the
range of US$16-17 million.((1))

 

·    EV/EBITDA is 4.2x-7.8x based on the amount of contingent
consideration earned during the top-up and earnout period, with the maximum
multiple achievable only if TRC meets all Adjusted EBITDA earnout targets.

 

·   The Acquisition unlocks benefits for both the Group and TRC via
cross-sell opportunities, and by capitalising on Elixirr's brand,
infrastructure and support functions.

 

·    Elixirr's commercial due diligence and interviews with TRC's clients
found TRC to be rated 35 per cent better than its competition, providing an
average overall rating of 8.9/10. Together with TRC, Elixirr can enhance its
existing service offering to its global client base, providing additional
services that are complementary to Elixirr's established strategy, digital,
data, AI and innovation offering.

 

·    The goodwill arising on the Acquisition will be tax-deductible, with
an estimated tax benefit of US$12.8 million over 15 years based on the initial
consideration and up to US$29.3m if all the deferred consideration is paid.

 

·     The headline initial consideration payable under the Acquisition
is US$57 million (on a cash-free/debt-free basis and subject to customary
working capital adjustments). The cash component of the initial consideration
of US$41 million will be funded through the Company's increased revolving
credit facility (the "Facility") with National Westminster Bank PLC
("NatWest") of £65 million and a US$20.25 million term loan with NatWest (the
"Loan"). The balance of the initial consideration of US$16 million will be
satisfied by the allotment and issue of 1,428,526 new Ordinary Shares (the
"Consideration Shares") to the TRC Seller.

 

·     The existing TRC senior leadership team, details of whom are set
out in the "Additional information on the Acquisition" section of this
Announcement (together, the "TRC Leadership Team"), will join as Elixirr
Partners. In connection with the Acquisition the TRC Leadership Team will
acquire Ordinary Shares.

 

(1)   Revenue and Adjusted EBITDA figures extracted from unaudited
management accounts prepared under US GAAP. Adjustments to TRC's unadjusted FY
24 and FY 25 EBITDA consist of (i) Managing Director and Director remuneration
adjustments that ensure parity and motivation at the Partner table, aligning
TRC leadership to the Elixirr culture, and (ii) the addition of Group central
charges for services that provide TRC with the support infrastructure to scale
(e.g. Finance, Operations, Marketing).

 

 

Stephen Newton, Founder and Chief Executive Officer of Elixirr, commented:

 

"TRC is exactly the kind of firm we look to bring into the Group: bold,
entrepreneurial and obsessed with delivering results that create real impact.
They've earned the trust of some of the world's most ambitious clients by
bringing sharp thinking and commercial impact, not just theory. That's the
Elixirr way, too.

 

"Together, we'll deliver even greater impact to our clients, scale faster in
the US and continue proving there's a better alternative to the more
traditional consulting firms."

 

Tim Romberger, Founder and Managing Director of TRC, commented:

 

"Elixirr is the ideal partner for TRC in enabling our next stage of growth and
- most importantly - our principal objective of bringing the advice and
support necessary for our clients to outperform. We share the same
entrepreneurial DNA, client-first mindset and orientation towards tailored,
data-driven strategies underpinned by stronger implementation muscles. With
Elixirr's global reach, industry breadth and complementary capability set in
AI, digital, operations and brand strategy we will accelerate our progress in
becoming a truly disruptive force in the consulting industry."

 

Information on TRC

TRC is a fast-growing US-based consultancy, with its primary office in
Chicago. Founded in 2014 by Tim Romberger, TRC helps its clients define and
deploy bespoke strategies to outperform. Its senior-led, pragmatic approach is
rooted in robust data analytics but ultimately enabled by a collaborative
engagement model that connects data to decision making. The firm specialises
in enterprise transformation and value acceleration, underpinned by four core
pillars: growth strategy, pricing excellence, commercial effectiveness and
resource productivity. TRC is seen by its clients as both a trusted thought
partner and a catalyst for effective implementation - a positioning that
differentiates it from larger, more traditional consultancies. TRC has grown
rapidly and become highly respected as an alternative to those bigger
brands.

 

Rationale for the Acquisition

 

The Acquisition fits perfectly with Elixirr's strategy to evolve its
capabilities, industry diversification and grow its international presence,
particularly within the US. TRC has complementary capabilities to Elixirr,
with particular strengths in growth strategy, commercial effectiveness and
value acceleration. The Acquisition will further enhance Elixirr's offering,
enabling end-to-end premium solutions from strategy to execution, which
Elixirr is already going to market with.

 

The Group will benefit from expanded client access, with TRC gaining access to
Elixirr's global C-suite relationships across blue-chip clients and Elixirr
gaining the same through TRC. The success of Elixirr's cross-sell model with
past acquisitions gives the board of directors of Elixirr (the "Board")
confidence that TRC's C-suite-centric client base will create similar
opportunities for future consulting work.

 

The wider Group is also expected to benefit from expansion opportunities
within certain sectors. TRC has strong expertise within the manufacturing and
industrials sectors, a relatively nascent area for Elixirr, whilst TRC is
relatively less established within the financial services and pharmaceuticals
sectors - core markets for Elixirr. The Company will seek to capitalise on TRC
and the wider Group's relative strengths within these markets and focus on
cross-selling to gain further market share and enhance sector diversification.

 

The Acquisition will also enable TRC to benefit from Elixirr's strong and
aligned challenger consultancy brand, enhancing its profile and new client
opportunities. Following integration into the Group, TRC is expected to
benefit from Elixirr's experienced marketing and recruitment teams and
leverage Elixirr's centralised finance, legal and operations infrastructure to
support accelerated profitable scaling.

 

Terms of the Acquisition

 

The maximum consideration payable under the terms of the Acquisition is US$125
million and consists of:

·     An initial estimated purchase price of US$57 million payable on
Completion. Of this initial consideration, US$16 million will be satisfied
through the allotment and issue of the Consideration Shares to the TRC Seller.
The Consideration Shares will be valued at £8.20 per share (the "Transaction
Share Price"). The US$41 million balance will be payable in cash, subject to
customary completion adjustments and holdbacks at Completion.

 

·       Deferred consideration of up to US$68 million, comprised of:

 

o  A post-Completion contingent top-up payment, capped at US$32 million, to
be determined by 30 April 2026 and based on the achievement of agreed FY 25
Adjusted EBITDA performance targets for TRC, will, if earned, be payable up to
US$24 million in cash and up to US$8 million to be satisfied by the allotment
and issue of further new Ordinary Shares (the "Deferred Elixirr Shares") to
the TRC Seller.

 

o  A further deferred performance-based payment of up to US$36 million,
payable over three years (2026, 2027 and 2028) in three instalments, at the
Company's discretion, either in cash or through the allotment and issue of
further new Ordinary Shares (the "Performance Elixirr Shares" and together
with the initial Consideration Shares and the Deferred Elixirr Shares, the
"Transaction Shares") to the TRC Seller.

 

·     An adjustment for net cash/debt and working capital at Completion
to be settled in the 12-month period ending 31 December 2026 ("FY 26").

 

Based on TRC's Adjusted EBITDA and an initial consideration payment of US$57
million, for the 12-month period ended 31 December 2024, this equates to an
EV/EBITDA multiple of 4.2x.

 

Based on the forecast range of FY 25 Adjusted EBITDA performance, including
the contingent top-up consideration (which are specifically linked to the
delivery of FY 25 results and become payable post-30 April 2026), the
aggregate consideration payable pre-earnout would be equal to or less than
US$89 million.

 

The EV/EBITDA multiple range derived using the aggregate pre-earnout
consideration of US$89 million and the full maximum consideration of US$125
million, yields an EV/EBITDA multiple range with a lower-bound estimate of
5.2x up to a maximum of 7.8x respectively. Achieving the upper bound would
require TRC to achieve all agreed Adjusted EBITDA performance targets over the
deal period, otherwise the effective multiple paid would be lower than the
headline 7.8x.

 

Pursuant to nominee agreements, there is a one-year lock-in, commencing at
Completion, on the sale of Ordinary Shares as well as limitations on the
number of Ordinary Shares that can be sold in the three years following the
expiry of the lock-in period.

 

Following Completion of the Acquisition, the Company expects to grant options
over Ordinary Shares to certain employees of TRC. The number of options
granted following Completion will depend on TRC's EBITDA performance, with the
maximum value of options granted capped at 0.5x TRC's FY 25 Adjusted EBITDA.
These options will have an exercise price equivalent to the market price at
the time of grant.

 

Extended revolving credit facility and optional term loan to support the
Acquisition

As announced by the Company on 18 September 2025, Elixirr is also pleased to
have agreed the option of a US$20.25 million Loan and an increase in its
Facility with NatWest from £45 million to £65 million. This will support the
Acquisition through funding the cash consideration payable as well as future
delivery of the Group's organic and inorganic growth strategy, whilst limiting
equity dilution.

Admission and Total Voting Rights

As referred to above, Elixirr will issue the Consideration Shares. The
Consideration Shares will rank pari passu with the Company's existing issued
Ordinary Shares. The Consideration Shares will be issued pursuant to the
Company's existing outstanding shareholder authorities. Application will be
made to the London Stock Exchange for the Consideration Shares to be admitted
to listing in the equity shares (commercial companies) category of the
Official List of the Financial Conduct Authority (the "FCA") and to trading on
the London Stock Exchange's Main Market for listed securities ("Admission")
and it is expected that Admission will become effective at 8.00 a.m. on 24
September 2025.

 

After Admission, the total number of Ordinary Shares in issue will be
49,615,941 and the total number of voting rights will therefore be 49,615,941.
Following Admission, this figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. The person responsible for arranging the release
of this Announcement on behalf of Elixirr is Graham Busby, Deputy Chief
Executive Officer of Elixirr.

 

Enquiries:

For enquiries, please refer to the Company's Investor Contacts page:

https://www.elixirr.com/investors/investor-contacts
(https://www.elixirr.com/investors/investor-contacts)

Elixirr International plc
                                                                +44
(0)20 7220 5410

Stephen Newton, Chief Executive Officer

Graham Busby, Deputy Chief Executive Officer

Nicholas Willott, Chief Financial Officer and Company Secretary

investor-relations@elixirr.com (mailto:investor-relations@elixirr.com)

Cavendish Capital Markets Ltd
(Broker)
+44 (0)20 7220 0500

Stephen Keys, Callum Davidson, Isaac Hooper (Corporate Finance),

Sunila de Silva (ECM)

 

About Elixirr International plc

Elixirr is an award-winning global consulting firm working with clients across
a diverse range of industries, markets and geographies. Founded in 2009, the
firm set out to be the 'challenger consultancy' and do things differently than
the large corporate consultancies dominating the industry: working openly and
collaboratively with clients from start to finish, delivering outcomes based
on innovative thinking, not methodology, and treating each client's business
like their own. Elixirr was quoted on the AIM market of the London Stock
Exchange in 2020 and listed on the Main Market of the London Stock Exchange in
July 2025. In addition to strong organic growth, Elixirr has acquired eight
boutique firms - Den Creative, Coast Digital, The Retearn Group, iOLAP,
Responsum, Insigniam, Hypothesis and TRC Advisory - to grow the Group's
capabilities, diversify the business, expand into new geographies and access
new clients.

ADDITIONAL INFORMATION ON THE ACQUISITION

 

UK Listing Rules

The Acquisition, because of its size in relation to Elixirr, constitutes a
significant transaction for the purposes of the UK Listing Rules made by the
FCA pursuant to Part VI of the Financial Services and Markets Act 2000 (as
amended) (the "UKLRs"), and is therefore notifiable in accordance with UKLR
7.3.1R and 7.3.2R. In accordance with the UKLRs, the Acquisition is not
subject to shareholder approval.

The Acquisition is not required to be aggregated with any other transaction
under UKLR 7.2.11R.

Board's views on the Acquisition

The Board, taking into account both the strategic and financial rationale for
the Acquisition, believes that the Acquisition is in the best interests of
Elixirr's shareholders as a whole and is expected to be immediately accretive
to Group margins and earnings per share.

Financial information

The following table contains key historical and forecast financial information
of TRC:

 Year Ending 31 December      2024  2025 (Estimate)
 Revenue (US$m)               28.8  35-37
 Revenue Growth (%)           22%   22-28%
 Unadjusted EBITDA (US$m)     8.8   11-12
 Adjusted EBITDA((2)) (US$m)  13.5  16-17
 Adjusted EBITDA (%)          47%   46%

 

(2)  Adjustments to TRC's unadjusted FY 24 and FY 25 EBITDA consist of (i)
Managing Director and Director remuneration adjustments that ensure parity and
motivation at the Partner table, aligning TRC leadership to the Elixirr
culture, and (ii) the addition of Group central charges for services that
provide TRC with the support infrastructure to scale (e.g. Finance,
Operations, Marketing). EBITDA is stated before depreciation and amortisation,
net finance costs and taxation and is therefore not directly comparable to the
'profits attributable' measure referred to in UKLR 7 Annex 2. The Board
considers EBITDA to be the most appropriate available indicator of TRC's
underlying profitability for the purposes of this Announcement.

 

As at 31 December 2024, TRC had gross assets of US$8.1 million.

Financial effects on the Group's earnings, assets and liabilities

On Completion, the Group's net debt is estimated to increase by £30
million under the Facility.

Goodwill and other intangible assets arising on the Acquisition have not yet
been quantified. These will be recognised in accordance with the Group's
accounting policies in the financial year ending 31 December 2025. The
goodwill arising on the Acquisition will be tax-deductible, with an estimated
tax benefit of US$12.8 million over 15 years, based only on the initial
consideration and up to US$29.3m if all of the deferred consideration is paid.

As previously mentioned, the Acquisition is expected to be immediately
earnings-enhancing for the Group.

 

Risks of the Acquisition

The Group may fail to realise, or it may take longer than expected to realise,
the full expected benefits of the Acquisition

The Group may not realise the full anticipated benefits that the Company
expects will arise as a result of the Acquisition, or may encounter
difficulties, higher costs or delays in achieving those anticipated benefits.
Any failure to realise the anticipated benefits that the Company expects to
arise as a result of the Acquisition, or any delay in achieving such
anticipated benefits, could have a material and adverse impact on the Group.

Elixirr may not be able to retain key employees of TRC following the
transaction

The TRC Leadership Team is important to TRC's future commercial success and
financial performance and are expected to remain in the business. Following
the Acquisition, key members of the TRC Leadership Team may decide not to
continue in their roles as part of the Group, which could have a material and
adverse impact on the financial performance of the business. Employee
retention has been considered as part of the consideration structure for the
Acquisition in order to mitigate this risk.

Related party transactions

The Company has not entered into any related party transactions that are
relevant to the Acquisition and have not been published prior to the release
of this Announcement.

Legal and arbitration proceedings

There are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which the Company is
aware), during the period covering the 12 months preceding the date of this
Announcement which may have, or have had in the recent past, significant
effects on the Group's or TRC's financial position or profitability.

Sources of information

·     TRC revenue, unadjusted and adjusted EBITDA (historical): Derived
from unaudited management accounts for the year ended 31 December 2024,
prepared under US GAAP

·     TRC revenue, unadjusted and adjusted EBITDA (estimate): latest
unaudited management accounts and internal estimates for FY 25

·     Gross assets: TRC balance sheet as at 31 December 2024 (unaudited)

·     Consideration terms: MIPA dated 19 September 2025

·     Financing terms and expected net debt at Completion: Loan and
Facilities Agreement dated 18 September 2025 and Company records

·     Effect on earnings, assets and liabilities: Derived from the
foregoing sources and the Company's latest reported balance sheet; not a pro
forma and subject to completion accounting

Material contracts of the Company

No contracts have been entered into by the Company or another member of the
Group (not being contracts entered into in the ordinary course of business):
(i) within the period of two years immediately preceding the date of this
Announcement that are, or may be, material to the Group; or (ii) that contain
any provisions under which any member of the Group has any obligation or
entitlement that is, or may be, material to the Group, save as disclosed
below:

 

Part A: Contracts entered into in connection with the Acquisition

MIPA

On 19 September 2025, the Company, the TRC Seller, TRC and certain other
parties thereto (each a "Payee") entered into a Membership Interest Purchase
Agreement (the "MIPA") relating to the purchase by the Company of all of the
outstanding membership interests in TRC.

The principal terms of the MIPA and the Acquisition are as follows:

·    Initial estimated purchase price of US$57 million payable on
Completion. Of this initial consideration, US$16 million will be satisfied by
issuing the Consideration Shares to the TRC Seller, with the US$41 million
balance payable in cash, subject to customary completion adjustments and
holdbacks at Completion.

·     A post-Completion contingent top-up payment, capped at US$32
million, to be determined by 30 April 2026 and, if earned based on the
achievement of agreed FY 25 Adjusted EBITDA performance targets, will be
payable up to US$24 million in cash and up to US$8 million satisfied by the
issue of the Deferred Elixirr Shares to the TRC Seller.

·     A deferred performance-based payment of up to US$36 million,
payable over three years (2026, 2027 and 2028) in three instalments, at the
Company's discretion, either in cash or through the issue of the Performance
Elixirr Shares to the TRC Seller.

·     Adjustment for net cash/debt and working capital at Completion to
be settled in FY 26.

·   Customary representations, warranties, covenants and indemnities by
TRC, the TRC Seller and the Payees.

·   Customary completion conditions and deliverables, and pre- and
post-Completion covenants, including customary non-competition and
non-solicitation provisions by the TRC Seller and each Payee.

·     No break fee arrangements apply.

 

Part B: Other material contracts of the Company

Further details of the other material contracts which the Group has entered
into in the previous two years are contained in paragraph 12 of Part XI of the
Prospectus (pages 76 to 77) published by the Company on 24 June 2025 and which
is available on the Company's website
www.elixirr.com/en-gb/investors/shareholder-information/
(http://www.elixirr.com/en-gb/investors/shareholder-information/) .

Material contracts of TRC

No contracts have been entered into by TRC or its subsidiary undertakings (not
being contracts entered into in the ordinary course of business): (i) within
the period of two years immediately preceding the date of this Announcement
that are, or may be, material to TRC; or (ii) that contain any provisions
under which TRC or any of its subsidiary undertakings has any obligation or
entitlement that are, or may be, material to TRC, save for the MIPA entered
into in connection with the Acquisition and as summarised above.

Key individuals

 

The TRC Leadership Team comprises the following individuals, who will,
following Completion, become Partners in Elixirr.

Tim Romberger (Founder & Managing Director)

Tim is the founder of TRC and serves as Managing Director, responsible for
leadership of key client engagements and critical TRC governance activities.
Tim started his consulting career when he joined Marakon in 1993, where he
subsequently spent 20 years working across Marakon's offices in Europe and
North America. In 2014 Tim left Marakon to start TRC. Tim has extensive
experience working across a broad range of industries, with particular depth
in manufacturing, distribution and retail businesses. He has led engagements
for a range of global, large-scale and middle market clients across North
America, Europe, Latin America and Asia. Tim has advised clients on a range of
issues including corporate strategy, profitable growth, organisational
redesign and commercial effectiveness. In April 2009 he co-wrote and published
an article in the Harvard Business Review entitled Five Rules for Retailing in
a Recession. In 2012 Tim co-founded a biotech start-up, Cyteir Therapeutics,
which is focused on developing and commercialising innovative therapies for
patients battling a range of cancers and autoimmune diseases. Tim is an active
investor across angel, venture capital, private equity and public markets.
Beyond his Cyteir Therapeutics board seat, Tim also sits on the board of
Sur-Seal, a Heartwood Partners portfolio company. Tim holds a BS degree in
Economics from the Wharton School of Business.

Cyrus Patel (Managing Director)

Cyrus has over 15 years of experience as a management consultant and business
executive including consulting experience at PwC Consulting, Marakon and Galt
& Co before joining TRC as a Director. He has significant strategy,
pricing and commercial effectiveness experience in industries such as consumer
products, food products, packaging, manufacturing, distribution, healthcare
and education and has worked extensively in North America, Europe and Asia.
Cyrus also has operating experience with PE companies. He was hired by
Sterling Partners as the VP of Strategy & Business Planning for their
largest portfolio company at the time, Meritas. Cyrus has an MBA from the
Kellogg School of Management of Northwestern University and a B.A. from
Cornell University.

Mark Skoskiewicz (Director)

Mark has been a strategy consultant for over a decade. He worked at Marakon
from 2004 to 2012, where he managed several large-scale corporate strategy
projects, primarily in the industrials space. He was also involved in several
M&A projects spanning pipeline development and due diligence. Since
assisting Founder Tim Romberger in launching TRC, he's worked with a mix of
large corporate and medium-sized private equity owned businesses, primarily to
help them drive organic growth. Mark holds an MBA from the Kellogg School of
Management of Northwestern University and a B.S. from Indiana University.

Garan Geist (Director)

Garan has 15 years of management consulting experience, having previously
worked at Marakon prior to joining TRC as a Director in 2018. He has a broad
range of strategy consulting experience, including corporate strategy
development and implementation, pricing and growth strategy, financial and
market analysis, corporate development, portfolio optimisation, due diligence,
salesforce effectiveness and large-scale change management programmes. Garan
works across industries, but has focused his time on industrials, chemicals
and financial services clients. Garan has an MBA from the Yale School of
Management and a B.S. in Mechanical Engineering from Yale University.

Mason Kissell (Managing Director)

Mason has over 35 years of management consulting experience. Prior to joining
TRC, he worked with Marakon, where he served for 17 years as their Global
Managing Director. Mason is a trusted advisor to senior leaders on issues
spanning corporate turnarounds, growth and innovation, resource allocation and
productivity, and M&A/divestitures. He challenges engrained views by
leveraging a deep understanding of how organisation, strategy, operations and
finance are linked to enterprise value. Mason is a graduate of Harvard
Business School and Denison University.

Hemal Vyas (Director)

Hemal has over 20 years of experience as a management consultant and corporate
executive. His consulting experience includes time at Bain & Company,
Marakon and KPMG Consulting. As a consultant, Hemal's experience spans
portfolio strategy, go-to-market strategy, commercial effectiveness, and
organisational transformation. He has advised clients across a variety of
industries including food products, automotive, manufacturing,
distribution/logistics, healthcare, and financial services among others. In
addition to his consulting experience, Hemal has spent over a decade as a
corporate executive building and executing transformative strategies at both
public and private companies. Hemal has an MBA from the University of Chicago,
Booth School of Business, and a B.A. from Northwestern University.

No additional Company directors are proposed to be appointed in connection
with the Acquisition.

 

IMPORTANT NOTICES

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of the
Company speak only as of the date they are made. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

DEFINITIONS

The following definitions apply throughout this Announcement unless the
context otherwise requires:

 Acquisition                 the acquisition by Elixirr International plc of the issued and outstanding
                             membership interests of TRC;
 Adjusted EBITDA             adjustments to TRC's unadjusted FY 24 and FY 25 EBITDA consist of (i) Managing
                             Director and Director remuneration adjustments that ensure parity and
                             motivation at the Partner table, aligning TRC leadership to the Elixirr
                             culture, and (ii) the addition of Group central charges for services that
                             provide TRC with the support infrastructure to scale (e.g. Finance,
                             Operations, Marketing);

 Announcement                this announcement;
 Board or Directors          the board of directors of the Company from time to time;
 Borrowers                   the Company, Elixirr LLC and Elixirr Inc.;
 Company                     Elixirr International plc;
 Completion                  completion of the Acquisition;
 Consideration Shares        the 1,428,526 new Ordinary Shares to be issued to the TRC Seller on Completion
                             pursuant to the terms of the MIPA;
 Deferred Elixirr Shares     the further new Ordinary Shares to be issued to the TRC Seller pursuant to the
                             contingent top-up payment under the terms of the MIPA;
 EBITDA                      earnings before interest, tax, depreciation and amortisation;
 Facilities Agreement        the facilities agreement originally dated 11 October 2024 between NatWest, the
                             Borrowers and the Company, Elixirr LLC, Elixirr Inc., Elixirr Consulting
                             Limited, Elixirr Digital Limited, Elixirr Digital Inc., and Insigniam LLC, as
                             guarantors, as amended and restated between the parties dated 18 September
                             2025;
 Facility                    the extended debt facility and optional term loan secured with NatWest to
                             support the Acquisition;
 FCA                         the UK Financial Conduct Authority;
 FY 25                       the 12-month period ending 31 December 2025;
 FY 26                       the 12-month period ending 31 December 2026;
 Group                       the Company and its subsidiaries and subsidiary undertakings;
 Loan                        a US$20.25 million term loan;
 London Stock Exchange       London Stock Exchange plc;
 MIPA                        the membership interest purchase agreement entered into between, inter alios,
                             the Company and the TRC Seller;
 NatWest                     National Westminster Bank PLC
 Ordinary Shares             ordinary shares of 0.005 pence each in the capital of the Company;
 Payee(s)                    certain other parties to the MIPA other than the Company, TRC and the TRC
                             Seller;
 Performance Elixirr Shares  the further new Ordinary Shares that may be issued to the TRC Seller pursuant
                             to the deferred performance-based payment under the terms of the MIPA;
 TRC Leadership Team         the senior leadership team of TRC at the date of this Announcement, consisting
                             of Tim Romberger, Cyrus Patel, Mark Skoskiewicz, Garan Geist, Mason Kissell
                             and Hemal Vyas;
 subsidiary                  has the meaning given in the Companies Act 2006, as amended;
 subsidiary undertaking      has the meaning given in the Companies Act 2006, as amended;
 Transaction Shares          the Consideration Shares, the Deferred Elixirr Shares and the Performance
                             Elixirr Shares;
 Transaction Share Price     £8.20 per share;
 TRC                         TRC Advisory, LLC;
 TRC Seller                  Titanium Seller Holdco Inc., the seller of TRC; and
 UKLRs                       the UK Listing Rules made by the FCA pursuant to Part VI of the Financial
                             Services and Markets Act 2000, as amended.

 

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