REG - Elixirr Intnl PLC - Final Results
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RNS Number : 2738G Elixirr International PLC 28 April 2025
ELIXIRR INTERNATIONAL PLC
("Elixirr", the "Company" or the "Group")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
Elixirr International plc (AIM:ELIX), an established, global award-winning
challenger consultancy, is pleased to announce its final results for the year
ended 31 December 2024.
FINANCIAL HIGHLIGHTS
The Group delivered a record financial performance in FY 24, reflecting strong
client demand, continued geographic expansion and operational discipline
across the business. The Board is also pleased to recommend a final Ordinary
share dividend for FY 24 of 11.5p per share, payable in August making a total
dividend of 17.8p for the FY 24 financial year, a 20% increase on the FY 23
dividend.
Key highlights include:
Metric FY 24 FY 23 Change (%)
Revenue £111.3m £85.9m +30%
Adjusted EBITDA¹ £31.2m £25.4m +23%
Adjusted EBITDA¹ Margin 28.0% 29.6% -1.6pp
Adjusted Profit Before Tax¹ £29.7m £24.4m +22%
Adjusted Diluted EPS¹ 43.1p 37.2p +16%
Free Cash Flow £28.1m £16.1m +74%
Year-end Net Cash £7.5m £18.1m -58%
Total Dividend per Share 17.8p 14.8p +20%
MOVE TO MAIN MARKET
Elixirr announces its intent to move to the Main Market of the London Stock
Exchange. Subject to FCA approval, the Company expects admission later in
2025.
Since 2019, the Group has more than quadrupled revenue and EBITDA, completed
six acquisitions, and diversified its business geographically, by industry
vertical and by capability. The Board believes this move marks a natural
progression in Elixirr's evolution as a high-growth, tech-enabled consultancy.
Having delivered against key performance benchmarks such as the Rule of 40 and
Rule of 50, and with a differentiated strategy focused on scale, profitability
and innovation, the Board is confident that a Main Market listing will unlock
access to broader institutional capital and, over time, potential index
inclusion - benefitting shareholders and supporting long-term growth.
¹ Adjusted EBITDA excludes the following items from operating profit:
non-cash depreciation and amortisation charges, share-based payments and
non-recurring M&A-related items. Adjusted PBT and Adjusted EPS exclude the
following items from profit after tax: amortisation charges, share-based
payments, non-recurring M&A-related items, M&A-related non-cash
finance costs and their related tax impacts.
CURRENT TRADING & OUTLOOK
× Elixirr enters FY 25 with strong momentum, following Q1 2025
being a record revenue quarter for the Group, and April 2025 expected to be a
record revenue month.
× Elixirr remains confident in delivering FY 25 trading results in
line with management expectations, supported by revenue contracted to date and
anticipated client demand.
× Demand remains high for the Group's technology-led advisory -
particularly in digital and data-driven transformation - reinforcing
confidence for the year ahead. This momentum sets a strong foundation for FY
25.
× While no revenue and EBITDA guidance for FY 25 is being provided
directly by the Company in line with market norms before a Main Market
listing, the Group remains confident in its outlook, underpinned by
geographic, sector and capability diversification.
OPERATING HIGHLIGHTS
Stretching Existing Partners
× Revenue per Partner increased 6% to £4.1m (FY 23: £3.9m), driven
by continued growth within existing accounts, improved leverage of senior
delivery teams, and targeted expansion across higher-margin service lines.
Hiring New Partners
× Key external Partner hires brought deep expertise in financial
services, cybersecurity, and technology. Recent additions include Nick
Billington, Tej Patel and Joe Hubback.
Promoting Partners from Within
× Notable internal promotions include Nick Larsen, our first
promotion to Partner from an acquired business, Portia Thornhill (General
Counsel), Natasha Rostance, and Nick Greenwood, underscoring Elixirr's
commitment to internal talent development.
Acquiring New Businesses
× In October 2024, Elixirr acquired Hypothesis Group, a US-based
insights and strategy firm, enhancing capabilities in research, brand
strategy, and data science. The Group also agreed a £45.0 million revolving
credit facility ("RCF") with NatWest to support delivery of our organic and
inorganic growth strategy, whilst limiting equity dilution.
Commenting on the results, Founder & CEO, Stephen Newton said:
"FY 24 has been our strongest year yet. As we prepare to move to the Main
Market, we do so from a position of strength - with record revenue, earnings
and client growth, and a proven strategy we can scale globally."
- Stephen Newton, Founder & Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
Elixirr International plc
Stephen Newton, Chief Executive Officer
Graham Busby, Deputy Chief Executive Officer
Nicholas Willott, Chief Financial Officer
investor-relations@elixirr.com (mailto:investor-relations@elixirr.com)
Cavendish Capital Markets Ltd (Nominated Advisor & Joint Broker)
Stephen Keys, Callum Davidson (Corporate Finance), Sunila De Silva (ECM)
+44 (0)20 7220 0500
Peel Hunt LLP (Joint Broker)
Neil Patel, Benjamin Cryer, Alice Lane, Kate Bannatyne
+44 (0)20 7418 8900
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 has been quoted on the AIM market of the London Stock
Exchange since 2020. In addition to strong organic growth, Elixirr has
acquired seven boutique firms - Den Creative, Coast Digital, The Retearn
Group, iOLAP, Responsum, Insigniam and Hypothesis - to grow the Group's
capabilities, diversify the business, expand into new geographies and access
new clients.
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(http://www.elixirr.com/investors%20/) /
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(https://www.elixirr.com/investors)
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the company's obligations under Article 17 of
MAR.
NON-EXECUTIVE CHAIRMAN'S REPORT
OVERVIEW
I am pleased to introduce Elixirr's 2024 Annual Results, a year which
highlighted the exceptional growth potential of the Group and its ability to
deliver high-quality services to its global client base.
Elixirr leveraged its broad service offering throughout 2024 to solve complex
client challenges, supported by its strong foundation in data, technology, and
innovation. The Group saw great success in scaling its existing client base,
significantly increasing the number of clients generating >£1 million
revenue in a single year. This underscores the continued demand for Elixirr's
expertise across a broad spectrum of services, industries, and geographies,
while also reflecting the deepening of client relationships driven by the
Group's increasingly relevant and diversified offerings.
The Group grew both organically and inorganically during the year, benefiting
from its strong market positioning and growing brand recognition. This was
further validated by several industry accolades, demonstrating Elixirr's
growing reputation as a leader in its field. A key milestone was the
acquisition of Hypothesis Group ("Hypothesis"), a market research and customer
insights firm, which has expanded the Group's core capabilities. This
acquisition is highly complementary to Elixirr's existing offering and aligns
with its commitment to providing best-in-class advisory services.
Additionally, the acquisition has accelerated Elixirr's expansion into the US,
a key strategic priority, with the region now generating more than half of the
Group's revenue. This progress underscores the firm's ability to scale
effectively while maintaining its strong cultural and operational foundation,
positioning it well to help clients identify, navigate and capitalise on
disruptive market trends.
This success has led to the Board's decision to move onto the Main Market of
the London Stock Exchange later this year. This move is an important step in
Elixirr's evolution, and one that should set Elixirr up perfectly for the
future as we continue to grow towards our stated ambition of becoming a
consulting unicorn, with a market capitalisation exceeding $1 billion.
STRATEGY
The Board continues to have confidence in Elixirr's growth strategy, which
balances organic and inorganic expansion to drive sustained growth through a
focus on four pillars. This strategy demonstrates Elixirr's commitment to
leveraging its exceptional internal talent today as well as developing
future-fit leaders of tomorrow, expanding its Partner network, and pursuing
strategic acquisitions.
Elixirr Partner performance is continually enhanced through the
diversification of service offerings, expanded market and client access, and
sustained investment in attracting and developing top talent. This holistic
approach enables the firm to elevate Partner performance, which in turn
supports the ongoing ability to stretch revenue targets. The Group also
advances internal talent by promoting high-performing Principals to Partner
roles, reinforcing leadership continuity and cultural alignment amongst the
Partner and broader leadership team. Elixirr further strengthens its market
presence by bringing in experienced industry specialists and focusing on
strategic acquisitions that enhance capabilities, deepen industry expertise,
and expand geographic reach, particularly across the US, Europe and Africa.
Together, these pillars drive Elixirr's growth while preserving its cultural
and operational integrity.
The Board remains confident that Elixirr's strategy will continue to drive
growth for the Group in the future. Partners and employees across the Elixirr
Group are highly incentivised to support the Group's growth ambition through
the equity incentive schemes that the Group has in place. Additionally, there
is a strong pipeline of new acquisition targets that represent significant
inorganic growth potential.
DIVIDEND
The Group policy is to pay two dividends a year, with an interim dividend in
February and a final dividend in August. An interim dividend of 6.3p per
Ordinary share was paid to shareholders on 17 February 2025.
The Board is pleased to recommend a final Ordinary share dividend for FY 24 of
11.5p per share, payable in August making a total dividend of 17.8p for the FY
24 financial year, a 20% increase on the FY 23 dividend. The final dividend
will be recommended to shareholders at the AGM in June 2025. The FY 24 final
dividend will have a total cash cost of £5.5 million.
GOVERNANCE
The Board continues to function within a strong governance framework and,
throughout FY 24, has maintained the Group's adherence to the Quoted Companies
Alliance (QCA) corporate governance code. This involves ensuring a
well-balanced mix of skills and expertise within the Group to support its
strategic direction and growth ambitions. Additionally, the Board and its
subcommittees comprise independent non-executive members with diverse
backgrounds and experience. Demonstrating the Group's commitment to internal
succession, I welcome Graham Busby's promotion to Deputy CEO and Nicholas
Willott's appointment as CFO. Ongoing monitoring of governance remains a key
priority for the Board.
OUTLOOK
Given the Group's exceptional track record, the Board is optimistic about the
outlook for FY 25. Elixirr's success to date, driven by the support of
shareholders, clients and our team, provides a solid foundation for sustaining
its strong performance and future growth.
Gavin Patterson
Non-Executive Chairman
25 April 2025
CHIEF EXECUTIVE OFFICER'S REPORT
OVERVIEW
Elixirr's strong growth in FY 24 demonstrates the continued attractiveness of
our offering to our global client base. By combining strategy-led advisory and
our technology-focused approach, we help businesses navigate digital
transformation, AI adoption, and data-driven decision-making. Our firm's
greatest strength remains the exceptional talent of our people, and the
dedication and commitment of our expanding teams worldwide to supporting
clients solve their toughest business challenges continues to differentiate
us.
Elixirr performed well in FY 24, with revenue growing at a compound annual
growth rate ("CAGR") of 38% from 2020 to 2024. This growth can be attributed
to the continued diversification of our services and a proposition that
combines the agility and specialisation of a boutique consultancy with the
scale and credibility of larger firms. Our advisory model, underpinned by
cutting edge technology, is winning market share in a market increasingly
driven by tech-led solutions. Since our AIM IPO in 2020, Elixirr has emerged
as one of the most successful companies on AIM, consistently outperforming
other publicly listed consultancies. This track record of stellar, profitable
growth underscores our ability to navigate economic cycles while driving
long-term value. It has also meant Elixirr is the only listed consultancy
company which achieves the Rule of 40 and Rule of 50 - metrics that combine
revenue growth with profitability margin to measure company performance. This
is a significant achievement that validates our approach to serving clients,
positioning in the market and our growth strategy and vision.
Elixirr's successful track record to date is attributable to our relentless
focus on quality, clients and a purposeful growth strategy. This strategy is
structured around four pillars which balance organic and inorganic expansion
to drive growth. The Group increased its number of "gold clients" (where
revenue exceeds £1 million in one year) from 19 in FY 23 to 27 in FY 24,
demonstrating the effectiveness of the Elixirr Partners in deepening existing
client relationships. The acquisition of Hypothesis in FY 24 strengthened our
research and insights capabilities across the Group and further enhanced our
presence in the US - our key growth market. The Hypothesis acquisition
demonstrates an inorganic growth strategy centred on acquiring businesses that
provide complementary and in-demand capabilities, strengthens our presence in
a key geography, and expands Elixirr's industry expertise in and access to
blue-chip clients in additive sectors such as Technology, Media and
Entertainment.
MOVE TO MAIN MARKET
We are excited to announce our intention to transition from AIM to the Main
Market of the London Stock Exchange in 2025. This move marks the natural next
step in Elixirr's evolution as a high-growth listed business and reflects the
scale, maturity, and ambition of our firm. Since our AIM IPO in 2020, we have
delivered significant revenue and EBITDA growth, expanded our global footprint
and completed a series of strategic acquisitions that have diversified and
strengthened our service offering. As we enter our next phase of growth, the
leadership team believes that the Main Market provides a stronger platform to
elevate our brand profile, attract global talent, and compete more credibly
with the world's largest consulting firms.
A Main Market listing will enable access to broader and deeper pools of
capital, including institutional and non-UK investors who are currently unable
to invest in AIM-listed companies. It also positions Elixirr for potential
future inclusion in indices such as the FTSE 250, which would drive passive
investment and improve trading liquidity. This transition aligns with our
commitment to deliver long-term value to shareholders by increasing
visibility, narrowing our valuation gap relative to peers, and reinforcing
confidence in our continued high performance. With our unique culture,
entrepreneurial mindset, and proven track record, we are excited to take this
next step forward in our growth journey.
FY 24 PERFORMANCE
In FY 24, the business generated revenue of £111.3 million - a 30% increase
from the prior year (£85.9 million). We focused on both further diversifying
our capabilities to enhance our service offering to clients and deepening
market access in both high growth industry sectors and key geographies such as
the US. The US generated 55% of revenue in FY 24 - an 11PP increase since FY
23, reflecting the success of our US growth strategy and delivering on our
promise at IPO to make the US a key geography we invest in.
Elixirr delivered a diversified service offering to its global client base in
FY 24, spanning multiple industries, capabilities and geographies. The Group
worked with over 240 active clients in FY 24 and completed over 590 projects
in this time period. With a deep understanding of emerging technologies and
boardroom challenges, Elixirr remains committed to driving long-term success
for its clients.
The FY 24 revenue bridge graph shows the elements of the growth in revenue
from £85.9 million in FY 23 to £111.3 million in FY 24.
FY 2024 Revenue Bridge
Organic revenue growth was 13% year on year (net +£11.1 million revenue),
with £9.7 million growth from existing clients and £11.4 million growth from
new clients. This was partially offset by end-of-life projects which accounted
for £10.0 million of revenue foregone.
The acquisition of Hypothesis in October 2024 and Insigniam's revenue from 11
months of the year added £14.3 million to revenue overall in FY 24.
Elixirr achieved Adjusted EBITDA of £31.2 million in FY 24 - an increase in
absolute terms of 23% from FY 23 (£25.4 million). This FY 24 Adjusted EBITDA
represented 28.0% of revenue (FY 23: 29.6%). This is in the middle of our
guidance range of 27 - 29% and includes the dilutive impact of Hypothesis.
DELIVERING OUR FOUR-PILLAR GROWTH STRATEGY
Elixirr's growth strategy is built on four key pillars - Stretch, Promote,
Hire, and Acquire - that balance organic and inorganic expansion to fuel
growth. This approach supports the Group's ultimate ambition of becoming the
world's leading digital, data, and AI consultancy. These pillars reflect
Elixirr's dedication to developing internal talent, expanding its Partner
network, and pursuing strategic acquisitions.
Stretching Existing Partners
As part of its organic growth approach, Elixirr has continued to focus on
increasing the performance and revenue contribution of its existing Partner
team. In FY 24, revenue per Partner increased by 6% from £3.9 million in FY
23 to £4.1 million in FY 24. This continues the growth in this metric in each
year since listing in 2020, driven by a multi-faceted approach that includes
strategic rate card increases, stronger client relationship management, a
diversified and expanding service offering, and a robust incentivisation
model.
This growth is further supported by stretching performance targets and a
rising number of "gold" clients - those generating over £1 million in revenue
- which increased from 19 in FY 23 to 27 in FY 24. Unlike growth driven by new
hires or promotions, this pillar reflects the increased productivity and
commercial success of our established Partner team.
Hiring New Partners
A crucial aspect of our growth strategy is hiring external Partners who bring
specialised expertise and established networks. In FY 24 new Partner hires
included Nick Billington, a Partner with over 35 years of experience in the
financial services and insurance sectors (including previous leadership
positions at Accenture, KPMG and Capita), and Joe Hubback, a former McKinsey
Partner and cybersecurity specialist, with over 20 years of experience in the
cybersecurity, technology and industrial sector. These candidates came through
the network of the existing Partner team, and their extensive experiences and
strategic vision will be invaluable as Elixirr continues to expand its
services.
In March 2025 we announced a further addition to the Elixirr Partner team, Tej
Patel, who brings over 20 years' expertise in financial services to the firm.
He will focus on deepening and expanding our client relationships with our
financial services industry vertical.
To uphold our well-established standards of quality, underperforming Partners
are transitioned out, resulting in the forfeiture of their equity positions.
Management remains committed to making strategic decisions that safeguard the
strength of our business and the integrity of our earnings. We continually
progress a warm pipeline of potential Partner candidates, ensuring that focus
remains on bringing in high-quality individuals to the Partner grade.
Promoting Partners from Within
Since our inception, Elixirr has upheld the philosophy of "growing our own
timber," with a strong focus on nurturing and advancing talent from within. In
FY 24, Nick Larsen joined the Elixirr Partner team, marking our first
promotion to Partner from one of our acquired businesses. This milestone is a
key achievement in our acquisition strategy, highlighting the successful
integration of iOLAP (now 'Elixirr Digital') into the Elixirr Group.
Additionally, in January 2025 it was announced that three Elixirr Principals
(Portia Thornhill, Natasha Rostance and Nick Greenwood) have been promoted to
Partner, effective January 2025 for Portia and October 2025 for Natasha and
Nick. Portia's promotion to Partner follows her appointment to General Counsel
in July 2024, and underscores the firm's ongoing commitment to nurturing
internal talent and supporting professional growth. Portia formerly served as
the firm's Associate General Counsel since 2021. Natasha and Nick have both
been instrumental in the firm's growth, nurturing top talent and driving
impactful client engagements. As Partners, they will continue contributing to
Elixirr's expansion on a global scale.
Acquiring New Businesses
Elixirr's acquisition strategy is a key pillar of its overall growth approach,
with the firm targeting one to two high-quality acquisitions annually. Elixirr
focuses on firms that would contribute approximately 10-20% to its enterprise
value, a proven programmatic approach that has significantly enhanced Eixirr's
growth in terms of revenue, capabilities, industries, sectors and geographies.
Its dedicated M&A team plays a crucial role in this process and screened
1,200+ potential acquisitions in FY 24 alone. Of these, approximately 15% were
engaged - reflecting the firm's high quality bar when determining acquisitions
to pursue.
In FY 24, Elixirr completed the acquisition of Hypothesis, a US-based
insights, strategy, and design consultancy, strengthening Elixirr's customer
insights and research capabilities. Hypothesis' expertise in qualitative and
quantitative research, brand strategy, and data science allows Elixirr to
provide deeper market and customer insights to clients. Hypothesis also
provides deep expertise in the technology, media and entertainment industries
and works with five of the 'Magnificent Seven'. Elixirr worked closely
alongside Hypothesis on a client engagement prior to the acquisition,
validating the cross-sell potential of the combined proposition.
The Group also agreed a £45.0 million revolving credit facility ("RCF") with
NatWest to support delivery of our organic and inorganic growth strategy,
whilst limiting equity dilution. As such, the Group's inorganic strategy
remains a crucial component of our growth, and the Group's M&A team will
continue to source compelling and complementary acquisition opportunities in
FY 25.
OUR FIRM
I am incredibly proud of the continued commitment and entrepreneurial spirit
demonstrated by our team, who have once again delivered exceptional value for
our clients and driven the growth of the Group throughout the year.
The equity schemes offered by Elixirr reinforce our culture of ownership,
ensuring that every team member can share in the success of the business.
Through our equity incentive programmes, employees actively contribute to, and
benefit from, the Group's achievements, fostering a long-term mindset that
drives sustainable growth. This approach strengthens the alignment between our
people and our vision, reinforcing Elixirr's reputation as a firm built by
entrepreneurs, for entrepreneurs. Our Employee Share Purchase Plan ("ESPP")
had high levels of participation again for the new financial year - over 50%
for the Group and over 80% for the consulting business for FY 25.
Attracting and retaining top-tier talent remains a key priority for Elixirr.
To ensure we continue bringing the best minds into our business, we have built
strong recruitment networks across leading universities in the UK and US,
including Oxford University, Cambridge University, the University of
California, Berkeley, and Columbia University. Alongside these partnerships,
our growing brand reputation drives a high-quality pipeline of candidates.
This year alone, we received over 14,000 applications - equating to more than
100 applicants per role - and successfully welcomed 128 new hires into the
business, reinforcing the strength of our employer brand and our selectivity
across the Group.
Innovation remains at the heart of everything we do across the Group. As we
scale, we are enhancing our internal operations through AI-driven automation,
embedding efficiencies that allow our teams to work smarter and focus on
delivering exceptional client outcomes. We are actively developing AI-powered
tools to enhance our back-office operations through AI-driven automation,
streamlining knowledge management, statement of work generation, and proposal
creation. These initiatives support our broader ambition to build a
technology-enabled operational backbone that optimises our ways of working,
allowing our teams to access information faster and optimise business
processes with AI-driven insights.
As part of our continued investment in talent and commitment to our
communities, we are proud to have launched our Data and AI Academy in South
Africa in 2024, a key milestone that reflects both our entrepreneurial mindset
and global outlook. South Africa has been a fundamental part of Elixirr's
heritage since winning our first client there in 2011. The Academy, a free
8-week IT programme based in Cape Town, provides graduates with hands-on
experience, mentorship, and the opportunity to secure full-time roles with
Elixirr. With an initial focus on Data & Analytics, we are leveraging our
Croatian Centre of Excellence to support and upskill high-potential South
African talent. Our goal is twofold: to diversify our Centre of Excellence
talent pool by building a strong base in a key market that aligns with our
time zones, language and culture, and to give back to the local community by
investing in the next generation of technology leaders. This initiative
exemplifies our core values and reinforces our commitment to driving
sustainable growth through innovation and inclusion.
Elixirr's achievements continue to be recognised across the industry, and we
were proud to receive multiple accolades in 2024. In 2024 we were named on
Forbes' World's Best Management Consulting Firms list for the first time, a
testament to our performance across a broad range of industries and consulting
disciplines. We were also recognised by Consultancy.uk as a Top Consulting
Firm in the UK, achieving platinum and gold rankings across service lines
including Finance, Innovation, IT Strategy and Digital. Additionally, our
Deputy CEO was honoured at the Global CFO Awards 2024, recognising excellence
in financial leadership and strategic direction. These awards reflect the
dedication, expertise, and passion of our team, and we remain focused on
delivering continued impact for our clients, our people, and our business.
OUTLOOK
Elixirr's standout financial performance in FY 24, combining high growth with
exceptional profitability, highlights the firm's strong potential. Momentum
has continued into FY 25, with Q1 2025 being a record revenue quarter for the
Group, and April 2025 expected to be a record revenue month. Given the revenue
contracted to date and our expectations of client demand, we are confident in
delivering FY 25 trading results in line with management expectations. Due to
Elixirr's planned move to the Main Market, no revenue and EBITDA margin
guidance will be given directly by the Company at this time in line with
market norms.
Our diversification by geography, capability and industry vertical make the
business resilient in a range of market conditions. Looking ahead, emerging
technology is expected to significantly reshape the consulting industry and
the services that clients demand. Given our strategic focus on technology,
this presents a substantial growth opportunity for Elixirr's core offerings.
Our investments in this space position us well to capitalise on these trends
and drive long-term success.
The planned transition to the Main Market further strengthens our outlook,
enhancing our profile, investor confidence, and access to deeper capital
pools. This move aligns with our long-term strategy, supporting sustainable
growth and maximising shareholder value.
Stephen Newton
Founder & Chief Executive Officer
25 April 2025
FINANCIAL REVIEW
Financial Results Summary
FY 24 FY 23 % change
Revenue £111.3m £85.9m +30%
Gross profit £35.8m £29.3m +22%
Adjusted EBITDA* £31.2m £25.4m +23%
Adjusted EBITDA margin* 28.0% 29.6% -1.6PP
Adjusted profit before tax* £29.7m £24.4m +22%
Adjusted diluted earnings per share* 43.1p 37.2p +16%
Dividend per share 17.8p 14.8p +20%
Free cash flow £28.1m £16.1m +74%
Net cash £7.5m £18.1m -58%
* In order to provide better clarity to the underlying performance of the
Group, Elixirr uses Adjusted EBITDA, Adjusted profit before tax and Adjusted
earnings per share ('EPS') as alternative performance measures ('APMs').
Please refer to note 3 of the Group and Company Financial Statements for
further details.
GROUP RESULTS
The Board is pleased to report another strong year of growth for the Group,
both organic and inorganic through the FY 24 acquisition of Hypothesis and the
successful integration of the FY 23 acquisitions of Responsum and Insigniam.
The Group achieved double-digit growth in revenue, gross profit and Adjusted
EBITDA in FY 24; a testament to the continued effectiveness of our four-pillar
growth strategy.
Our premium end-to-end service offering, deep knowledge of emerging
technologies and industry specific expertise meant that Elixirr continued to
be well placed to support an expanding client base with a variety of
business-critical challenges. During FY 24 we delivered a diverse range of
solutions to our clients across numerous industries and geographies, aided by
the acquisition of Hypothesis. This acquisition opened doors to new blue-chip
clients, markets, and capabilities, and has generated significant growth
potential for future years. The Group also agreed a £45.0 million revolving
credit facility with NatWest to support delivery of the Group's organic and
inorganic growth strategy and for general corporate and working capital
purposes, whilst limiting equity dilution.
The Group delivered healthy, industry-leading margins and strong cash
generation, closing out the year in a financially sound position with debt
drawn under the Group's RCF to partially fund the acquisition of Hypothesis
fully repaid.
REVENUE
Revenue increased by 30% to £111.3 million in FY 24 compared with £85.9
million in FY 23, with six record months of revenue achieved during the year.
Revenue growth was driven by both organic revenue growth of 13% and the impact
of the acquisitions.
Revenue growth was achieved across all geographic regions (UK, USA and Rest of
World) in which the Group operates, and we have significantly increased our US
footprint following the acquisitions of Hypothesis in FY 24 and Insigniam and
Responsum in FY 23. US revenue accounted for 55% of Group revenue in FY 24 (FY
23: 44%) - an increase of 11PP since FY 23. Revenue per client-facing Partner
grew 6%, from £3.9m in FY 23 to £4.1m in FY 24. This reflects the quality
and resilience of our Partner team and how the growing suite of capabilities
provided by our acquisitions have expanded the range of services that our
Partners can sell to their clients. This continues the growth in this metric
every year since IPO.
The significant increase in the Group's revenue from FY 23 highlights
persistent high demand for its current service portfolio, coupled with the
strategic integration of new service capabilities acquired through
acquisitions. The Hypothesis business has proven to be highly complementary to
the Group's consulting, digital, data and technology offerings, providing a
range of additional solutions that meet client needs.
GROUP PROFITABILITY
The Group's revenue growth was matched by similarly strong growth in profits.
Group gross profit reached £35.8 million in FY 24, marking a notable £6.5
million increase or 22% growth compared to the previous year's £29.3 million.
Administrative expenses increased by 28% to £11.0 million, principally
reflecting the inclusion of Insigniam and Hypothesis, including the
amortisation of non-cash intangible assets.
FY 24 Group Adjusted EBITDA increased by 23% from FY 23 and was delivered at a
28% margin (FY 23: 30%). This is in the middle of our guidance range of 27-29%
and includes the dilutive impact of Hypothesis when compared to FY 23 Group
Adjusted EBITDA margin.
PROFIT BEFORE TAX
Group Adjusted profit before tax increased by 22% to £29.7 million (FY 23:
£24.4 million) and was driven by the increase in Adjusted EBITDA.
Group statutory profit before tax increased by 4% to £22.9 million (FY 23:
£22.1 million). This increase is less than the increase in Adjusted EBITDA
principally as a result of non-recurring M&A-related items - FY 23
included a £2.9 million credit adjustment to contingent consideration and FY
24 included a £0.5 million debit adjustment to contingent consideration.
NET FINANCE EXPENSE
Net finance expense of £0.8 million for FY 24 includes the finance cost of
contingent consideration (£0.8 million), the Group office leases liability
(£0.2 million) and the RCF (£0.2 million), partially offset by £0.4 million
of finance income on bank deposits. The increase in net finance expense was
principally driven by the RCF. As at 31 December 2024, the Group has no
interest rate risk exposure.
TAXATION
The Group's tax charge for FY 24 was £6.5 million, reflecting a higher
effective tax rate on Adjusted profit before tax of 24.7% compared with 23.1%
in FY 23. The increase was largely driven by the full year impact of the
increase in the UK corporate tax rate from 19% to 25% (effective April 2023
onwards). For further detail on taxation see notes 7 and 8 of the Group and
Company Financial Statements. Adjusted profit after tax, used in calculating
adjusted EPS, is shown after adjustments for the applicable tax on adjusting
items as set out in note 3.
EARNINGS PER SHARE
Adjusted diluted EPS increased by 16% to 43.1p. This was the result of the 19%
increase in Adjusted profit after tax slightly offset by a higher weighted
average number of shares due to the share issues for the acquisition of
Hypothesis in FY 24 and Insigniam and Elixirr AI (formerly "Responsum") in FY
23. Adjusting items and their tax impacts are set out in note 3 of the Group
and Company Financial Statements.
CASH FLOW
The Group's net cash position decreased to £7.5 million (FY 23: £18.1
million), with debt drawn under the RCF fully repaid at year end. This
reflects a net reduction in cash of only £10.6 million for the year, despite
£21.0 million of acquisition payments for Hypothesis.
The Group continued to benefit from strong cash generation with increased net
cash flow generated from operations of £29.4 million in FY 24 (FY 23: £16.8
million). The increase in operating cash flow compared to FY 23 was greater
than the increase in EBITDA due to positive working capital performance.
Net cash utilised for acquisitions reflects a total of £21.2 million, which
is comprised of £21.0 million initial cash consideration for the acquisition
of Hypothesis (net of £0.6 million cash acquired on acquisition) and £0.2
million Elixirr AI earn-out payments.
Net cash utilised in financing activities of £18.6 million represents a
dividend payment of £6.9 million, net purchase of shares by the EBT of
£8.1m, net Partner loans (including associated section 455 tax) of £0.9
million, net interest on and repayment of borrowing of £1.4m and office lease
payments of £1.4 million.
STATEMENT OF FINANCIAL POSITION
Net assets as at 31 December 2024 totalled £132.1 million (FY 23: £119.6
million). The increase in net assets is as a result of retained profit for the
year of £8.8 million, a £3.8 million increase in share premium for the share
issue associated with the Hypothesis acquisition, net of loss on sale of
shares by the EBT, foreign currency translation gains of £1.1 million, less
the increase in cost of shares held by the EBT of £1.2 million.
DIVIDENDS
The Company paid an interim Ordinary share dividend in respect of FY 23 of
5.3p per share on 15 February 2024 and a final Ordinary share dividend in
respect of FY 23 of 9.5p per share on 20 August 2024.
An interim Ordinary share dividend in respect of FY 24 of 6.3p per share was
paid on 17 February 2025. The Board is pleased to recommend a final Ordinary
share dividend for FY 24 of 11.5p per share, making a total dividend of 17.8p
for the FY 24 financial year, a 20% increase on the FY 23 dividend.
The final dividend will be recommended to shareholders at the AGM in June
2025. The FY 24 final dividend will have a total cash cost of £5.5 million.
GROUP AND COMPANY FINANCIAL STATEMENTS
GROUP STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
Year ended Year ended
31 December 2024
31 December 2023
Note £'000s £'000s
Revenue 4 111,344 85,885
Cost of sales 4 (75,537) (56,621)
Gross profit 35,807 29,264
Administrative expenses (11,040) (8,607)
Operating profit before M&A-related items 5 24,767 20,657
Depreciation 1,485 1,140
Amortisation of intangible assets 2,388 1,652
Share-based payments 2,550 1,967
Adjusted EBITDA 3 31,190 25,416
M&A-related items 5 (1,074) 1,966
Operating profit 5 23,693 22,623
Finance income 394 365
Finance costs (1,198) (889)
Net finance expense 6 (804) (524)
Profit before taxation 5 22,889 22,099
Taxation 7 (6,510) (4,861)
Profit for the year 16,379 17,238
Other comprehensive income
Items that may be subsequently reclassified to profit and loss:
Currency translation on foreign currency net investments 1,079 (1,500)
Other comprehensive income, net of tax 1,079 (1,500)
Total comprehensive income 17,458 15,738
Basic earnings per Ordinary share (p) 10 34.80 37.53
Diluted earnings per Ordinary share (p) 10 31.64 34.16
All results relate to continuing operations. The notes form part of these
accounts.
Group and Company Statements of Financial Position
As at 31 December 2024
Group Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
Note £'000s £'000s £'000s £'000s
Assets
Non-current assets
Intangible assets 12 130,334 100,905 - -
Property, plant and equipment 14 4,927 5,612 - -
Investments 15 - - 117,317 95,287
Other receivables 16 3,023 1,985 2,469 1,520
Loans to shareholders 16 7,399 7,604 7,399 7,604
Deferred tax asset 8 3,830 3,477 - -
Total non-current assets 149,513 119,583 127,185 104,411
Current assets
Trade and other receivables 16 18,385 16,686 782 261
Corporation tax receivable 7 467 - - -
Cash and cash equivalents 17 7,527 18,130 1,837 6,659
Total current assets 26,379 34,816 2,619 6,920
Total assets 175,892 154,399 129,804 111,331
Liabilities
Current liabilities
Trade and other payables 18 25,675 19,056 13,487 6,909
Lease liabilities 19 1,530 1,150 - -
Corporation tax - 268 80 3
Other creditors 20 5,564 1,144 - -
Total current liabilities 32,769 21,618 13,567 6,912
Net current assets (6,390) 13,198 (10,948) 8
Non-current liabilities
Lease liabilities 19 3,366 4,214 - -
Deferred tax liability 8 3,632 2,000 - -
Other non-current liabilities 20 4,012 7,005 - -
Total non-current liabilities 11,010 13,219 - -
Total liabilities 43,779 34,837 13,567 6,912
Net assets 132,113 119,562 116,237 104,419
Equity
Share capital 21 52 52 52 52
Share premium 21 33,702 29,922 33,702 29,922
Capital redemption reserve 2 2 2 2
EBT share reserve 22 (2,897) (1,745) (2,897) (1,745)
Merger relief reserve 21 46,870 46,870 46,870 46,870
Foreign currency translation reserve 1,457 378 - -
Retained earnings 52,927 44,083 38,508 29,318
Total shareholders' equity 132,113 119,562 116,237 104,419
As permitted by section 408 of the Companies Act 2006, a separate statement of
comprehensive income of the parent Company has not been presented. The
Company's profit for the year was £18.0 million (FY 23: £7.6 million). The
notes form part of these accounts.
Group Statement of Changes in Equity
For the year ended 31 December 2024
Share capital Share premium Capital redemption reserve EBT share reserve Merger relief reserve Foreign currency translation reserve Retained earnings Total
Group £'000s £'000s £'000s £'000s £'000s £'000s £'000s £'000s
As at 31 December 2022 and 52 25,599 2 (7,147) 46,870 1,878 28,661 95,915
01 January 2023
Comprehensive income
Profit for the period - - - - - - 17,238 17,238
Other comprehensive income - - - - - (1,500) - (1,500)
Transactions with owners
Ordinary share issues - 5,417 - - - - - 5,417
Dividends - - - - - - (4,940) (4,940)
Share-based payments - - - - - - 1,694 1,694
Deferred tax recognised in equity - - - - - - 1,430 1,430
Sale of Ordinary shares - (1,094) - 9,322 - - - 8,228
Acquisition of Ordinary shares - - - (3,920) - - - (3,920)
As at 31 December 2023 52 29,992 2 (1,745) 46,870 378 44,083 119,562
and 01 January 2024
Comprehensive income
Profit for the period - - - - - - 16,379 16,379
Other comprehensive income - - - - - 1,079 - 1,079
Transactions with owners
Ordinary share issues - 6,402 - - - - - 6,402
Dividends - - - - - - (6,907) (6,907)
Share-based payments - - - - - - 2,021 2,021
Deferred tax recognised in equity - - - - - - (156) (156)
Current tax recognised in equity - - - - - - 1,419 1,419
Sale of Ordinary shares - (2,622) - 10,911 - - (3,912) 4,377
Acquisition of Ordinary shares - - - (12,063) - - - (12,063)
As at 31 December 2024 52 33,702 2 (2,897) 46,870 1,457 52,927 132,113
The notes form part of these accounts. Please refer to note 28 for
explanations of reserve accounts.
Company Statement of Changes in Equity
For the year ended 31 December 2024
Share capital Share premium Capital redemption reserve EBT share reserve Merger relief reserve Retained earnings Total
Company £'000s £'000s £'000s £'000s £'000s £'000s £'000s
As at 31 December 2022 and 52 25,599 2 (7,147) 46,870 24,974 90,350
01 January 2023
Comprehensive income
Profit for the period - - - - - 7,590 7,590
Transactions with owners
Ordinary share issues - 5,417 - - - - 5,417
Dividends - - - - - (4,940) (4,940)
Share-based payments - - - - - 1,694 1,694
Sale of Ordinary shares - (1,094) - 9,322 - - 8,228
Acquisition of Ordinary shares - - - (3,920) - - (3,920)
As at 31 December 2023 52 29,922 2 (1,745) 46,870 29,318 104,419
and 01 January 2024
Comprehensive income
Profit for the period - - - - - 17,988 17,988
Transactions with owners
Ordinary share issues - 6,402 - - - - 6,402
Dividends - - - - - (6,907) (6,907)
Share-based payments - - - - - 2,021 2,021
Sale of Ordinary shares - (2,622) - 10,911 - (3,912) 4,377
Acquisition of Ordinary shares - - - (12,063) - - (12,063)
As at 31 December 2024 52 33,702 2 (2,897) 46,870 38,508 116,237
The notes form part of these accounts. Please refer to note 28 for
explanations of reserve accounts.
GROUP AND COMPANY CASH FLOW STATEMENTS
For the year ended 31 December 2024
Group Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
Note £'000s £'000s £'000s £'000s
Cash flows from operating activities:
Cash generated from operations 24 35,456 21,988 11,392 7,080
Taxation paid (6,058) (5,195) (68) (22)
Net cash generated from operating 29,398 16,793 11,324 7,058
activities
Cash flows from investing activities:
Purchase of property, plant and equipment (84) (62) - -
Software development costs (242) (65) - -
Payment for acquisition of subsidiary, net of cash acquired (21,178) (15,063) - -
Investment in subsidiary - - - (4,621)
Interest received 394 365 303 253
Net cash utilised in investing (21,110) (14,825) 303 (4,368)
activities
Cash flows from financing activities:
EBT Ordinary share purchases (12,178) (3,773) (12,178) (3,773)
EBT Ordinary share sales 4,105 8,356 4,105 8,356
Loans to shareholders (2,500) (2,500) (2,500) (2,500)
Loans repaid by shareholders 2,592 1,130 2,592 1,130
s455 tax paid re loans to shareholders (949) (644) (949) (644)
Proceeds from borrowings 13,723 - 6,800 -
Interest and transaction costs paid on borrowings (660) - (612) -
Repayment of borrowings (14,419) (687) (6,800) -
Lease liability payments (1,103) (770) - -
Interest paid (288) (236) - -
Ordinary share dividends paid to shareholders (6,907) (4,940) (6,907) (4,940)
Net cash utilised in financing (18,584) (4,064) (16,449) (2,371)
activities
Net (decrease)/increase in cash and cash equivalents (10,296) (2,096) (4,822) 319
Cash and cash equivalents at the beginning 18,130 20,433 6,659 6,340
of the period
Effects of exchange rate changes on (307) (207) - -
cash and cash equivalents
Cash and cash equivalents at the end 7,527 18,130 1,837 6,659
of the period
The notes form part of these accounts.
NOTES TO THE FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
1.1. General information
Elixirr International plc (the "Company") and its subsidiaries' (together the
"Group") principal activities are the provision of consultancy services.
The Company is a public company limited by shares incorporated in England and
Wales and domiciled in the UK. The address of the registered office is 12
Helmet Row, London, EC1V 3QJ and the Company number is 11723404.
1.2. Basis of preparation
The financial statements have been prepared in accordance with UK adopted
international accounting standards.
1.3. Basis of consolidation
These financial statements consolidate the financial statements of the Company
and its subsidiary undertakings as at 31 December 2024.
Subsidiaries are fully consolidated from the date of acquisition, being the
date on which the Group obtains control, and continue to be consolidated until
the date that such control ceases. The acquisition method of accounting has
been adopted. The financial statements of subsidiaries are prepared for the
same reporting period as the parent Company, using consistent accounting
policies.
All intra-group balances, income and expenses and unrealised gains and losses
resulting from intra-group transactions are eliminated in full.
1.4. Measurement convention
The financial statements have been prepared under the historical cost
convention, except as otherwise described in the accounting policies.
The preparation of the consolidated financial information in compliance with
UK adopted international accounting standards requires the use of certain
critical accounting estimates and management judgements in applying the
accounting policies. The significant estimates and judgements that have been
made and their effect is disclosed in note 2.1.
1.5. Going concern
The Directors have, at the time of approving the financial statements, a
reasonable expectation that the Company and the Group have adequate resources
to continue in operation for the foreseeable future. The Group's forecasts and
projections, taking into account reasonable possible changes in trading
performance, show that the Group has sufficient financial resources, together
with assets that are expected to generate cash flow in the normal course of
business. Accordingly, the Directors have adopted the going concern basis in
preparing these consolidated financial statements. Please refer to the
Directors' Report for further disclosures on going concern.
2. MATERIAL ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial
statements of the Group and Company, which have been applied consistently to
the period presented, are set out below.
2.1. Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make
estimates and judgements that affect the reported amounts of assets,
liabilities, costs and revenue in the financial statements. Actual results
could differ from these estimates. The judgements, estimates and associated
assumptions are based on historical experience and other factors that are
considered to be relevant.
In the process of applying the Group's accounting policies, the Directors have
made judgements which are considered to have a significant effect on the
amounts recognised in the financial statements for the year ending 31 December
2024. These judgements involve estimations for contingent consideration on
acquisitions and the recognition of intangibles on acquisitions, including
applying the Multi-period Excess Earnings method to estimate the fair value of
customer relationships and order books.
The key source of estimation uncertainty that could cause an adjustment to be
required to the carrying amount of assets or liabilities within the next
accounting period is contingent consideration arising on business combinations
under IFRS 3. Contingent consideration contains estimation uncertainty as the
earn-out potentially payable is linked to the future performance of the
acquiree. In estimating the fair value of the contingent consideration, at
both the acquisition date and financial year end, management has estimated the
potential future cash flows of the acquirees and assessed the likelihood of an
earn-out payment being made. These estimates could potentially change as a
result of events over the coming years. Please refer to note 13 for specifics
of the estimation uncertainty relating to the contingent consideration for the
acquisition of Hypothesis. As at 31 December 2024, the maximum potential
contingent consideration payable is £13.4 million, of which £8.5 million has
been recognised by management.
2.2. Revenue recognition
Revenue is measured as the fair value of consideration received or receivable
for satisfying performance obligations contained in contracts with clients,
excluding discounts and Sales Taxes. Variable consideration is included in
revenue only to the extent that it is highly probable that a significant
reversal will not be required when the uncertainties determining the level of
variable consideration are resolved.
This occurs as follows for the Group's various contract types:
• Time-and-materials contracts are recognised over time as services are
provided at the fee rate agreed with the client where there is an enforceable
right to payment for performance or performance-related elements completed to
date.
• Fixed-fee contracts are recognised over time, based on the actual
service provided to the end of the reporting period as a proportion of the
total services to be provided where there is an enforceable right to payment
for performance completed to date. This is determined based on the actual
inputs of time and expenses relative to total expected inputs.
Where contracts include multiple performance obligations, the transaction
price is allocated to each performance obligation based on its stand-alone
selling price. Where these are not directly observable, they are estimated
based on expected cost-plus margin. Adjustments are made to allocate discounts
proportionately relative to the stand-alone selling price of each performance
obligation.
Estimates of revenues, costs or extent of progress toward completion are
revised if circumstances change. Any resulting increase or decrease in
estimated revenues or costs are reflected in the statement of comprehensive
income in the period in which the circumstances that give rise to the revision
became known.
Fees are normally billed on a monthly basis. If the revenue recognised by the
Group exceeds the amounts billed, a contract asset is recognised. If the
amounts billed exceed the revenue recognised, a contract liability is
recognised. Unbilled revenue is recognised at the fair value of consultancy
services provided at the reporting date reflecting the stage of completion
(determined by costs incurred to date as a percentage of the total anticipated
costs) of each assignment. Contract assets are reclassified as receivables
when billed and the consideration has become unconditional because only the
passage of time is required before payment is due.
The Group's standard payment terms require settlement of invoices within 30
days of receipt.
The Group does not adjust the transaction price for the time value of money as
it does not expect to have any contracts where the period between the transfer
of the promised services to the client and the payment by the client exceeds
one year.
2.3. Business combinations, goodwill and consideration
Business combinations
The Group applies the acquisition method of accounting to account for business
combinations in accordance with IFRS 3, 'Business Combinations'.
The consideration transferred for the acquisition of a subsidiary is the fair
value of the assets transferred, the liabilities incurred and the equity
interests issued by the Group. The consideration transferred includes the fair
value of any asset or liability resulting from a contingent consideration
arrangement. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured initially at their
fair values at the acquisition date. The excess of the consideration
transferred over the fair value of the Group's share of the identifiable net
assets acquired is recorded as goodwill. All transaction related costs are
expensed in the period they are incurred as operating expenses. If the
consideration is lower than the fair value of the net assets of the subsidiary
acquired, the difference is recognised in the income statement.
Goodwill
Goodwill is initially measured at cost and any previous interest held over the
net identifiable assets acquired and liabilities assumed. If the fair value of
the net assets acquired is in excess of the aggregate consideration
transferred, the Group re-assesses whether it has correctly identified all of
the assets acquired and all of the liabilities assumed and reviews the
procedures used to measure the amounts to be recognised at the acquisition
date. If the reassessment still results in an excess of the fair value of net
assets acquired over the aggregate consideration transferred, then the gain is
recognised in the income statement.
After initial recognition, goodwill is measured at cost less any accumulated
impairment losses. For the purposes of impairment testing, goodwill is
allocated to each of the Group's cash-generating units expected to benefit
from the synergies of the combination. Cash-generating units to which goodwill
has been allocated are tested for impairment annually, or more frequently when
there is an indication that the unit may be impaired.
The Group performs impairment reviews at the reporting period end to identify
any goodwill or intangible assets that have a carrying value that is in excess
of its recoverable amount. Determining the recoverability of goodwill and the
intangible assets requires judgement in both the methodology applied and the
key variables within that methodology. Where it is determined that an asset is
impaired, the carrying value of the asset will be reduced to its recoverable
amount with the difference recorded as an impairment charge in the income
statement.
In accordance with IAS 36, the Group has tested goodwill for impairment at the
reporting date. No goodwill impairment was deemed necessary as at 31 December
2024. For further details on the impairment review please refer to note 12.
Contingent and non-contingent deferred consideration on acquisition
Contingent and non-contingent deferred consideration may arise on
acquisitions. Non-contingent deferred consideration may arise when settlement
of all or part of the cost of the business combination falls due after the
acquisition date. Contingent deferred consideration may arise when the
consideration is dependent on future performance of the acquired company.
Deferred consideration associated with business combinations settled in cash
is assessed in line with the agreed contractual terms. Consideration payable
is recognised as capital investment cost when the deferred or contingent
consideration is not employment-linked. Alternatively, consideration is
recognised as remuneration expense over the deferral or contingent performance
period, where the consideration is also contingent upon future employment.
Where the contingent consideration is settled in a variable number of shares
or cash, the consideration is classified as a liability and measured at fair
value through profit and loss.
2.4. Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profits as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's and Company's liability for current tax is calculated using tax rates
that have been enacted or substantially enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary differences arise from goodwill or from the initial recognition
of other assets and liabilities in a transaction that affects neither the tax
profit nor the accounting profit; and at the time of the transaction, does not
give rise to equal taxable and deductible temporary differences.
The carrying amount of deferred tax assets is reviewed at each reporting end
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the company has a legally enforceable right to offset current
tax assets and liabilities, and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
2.5. Foreign currency translation
The presentational currency of these financial statements and the functional
currency of the Group is pounds sterling.
Functional and presentational currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency'). The financial statements are
presented in 'sterling', which is the Group's and Company's functional
currency and presentation currency.
On consolidation, the results of overseas operations are translated into
sterling at rates approximating to those ruling when the transactions took
place. All assets and liabilities of overseas operations are translated at the
rate ruling at the reporting date. Exchange differences arising on translating
the opening net assets at opening rate and the results of overseas operations
at actual rate are recognised in other comprehensive income.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement.
2.6. Intangible assets
Intangible assets are measured at cost less accumulated amortisation and any
accumulated impairment losses.
Software development
Expenditure on software development activities is recognised as an intangible
asset when the Group can demonstrate: the technical feasibility of completing
the software so that it will be available for use or sale; its intention to
complete and its ability to use or sell the asset; how the asset will generate
future economic benefits; the availability of resources to complete the asset;
and the ability to reliably measure the expenditure during development.
Capitalised software development costs are amortised on a straight-line basis
over the estimated useful life of 5 years.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are initially measured at
their fair value (which is regarded as their cost). Subsequent to initial
recognition, intangible assets acquired in a business combination are reported
at cost less accumulated amortisation and any accumulated impairment
losses.
Intangible assets acquired in a business combination are identified and
recognised separately from goodwill where they satisfy the definition of an
intangible asset under IAS 38. Such assets are only recognised if either:
• They are capable of being separated or divided from the company
and sold, transferred, licensed, rented or exchanged, either individually or
together with a related contract, identifiable asset or liability, regardless
of whether the company intends to do so; or
• They arise from contractual or other legal rights, regardless of
whether those rights are transferable or separable from the entity or from
other rights and obligations.
The cost of such intangible assets is the fair value at the acquisition date.
All intangible assets acquired through business combinations are amortised
over their estimated useful lives. The significant intangibles recognised by
the Group, their useful economic lives and the methods used to determine the
cost of the intangibles acquired in business combinations are as
follows:
Intangible Asset Useful Economic Life Valuation Method
Trademark 33.33% reducing balance Relief from Royalty method
Customer relationships 10 - 25% reducing balance Multi-Period Excess Earnings method
Order book Over order term Multi-Period Excess Earnings method
2.7. Tangible assets
Tangible fixed assets are stated at cost net of accumulated depreciation and
accumulated impairment losses.
Costs comprise purchase costs together with any incidental costs of
acquisition.
Depreciation is provided to write down the cost less the estimated residual
value of all tangible fixed assets by equal instalments over their estimated
useful economic lives on a straight-line basis. The following rates are
applied:
Tangible fixed asset Useful economic life
Leasehold improvements Over the life of the lease
Computer equipment 3 years
Fixtures and fittings 3 years
The assets' residual values, useful lives and depreciation methods are
reviewed, and adjusted prospectively if appropriate, if there is an indication
of a significant change since the last reporting date. Low value equipment
including computers is expensed as incurred.
2.8. Impairments of tangible and intangible assets
At each reporting end date, the Group reviews the carrying amounts of its
tangible and intangible assets (other than goodwill) to determine whether
there is any indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any). Where it is
not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash-generating unit to which
the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and
value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific
to the asset for which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in profit and loss.
Where an impairment subsequently reverses, the carrying amount of the asset
(or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit and loss.
2.9. Employee benefits
Post-retirement benefits
The Group pays into defined contribution pension schemes on behalf of
employees that are operated by third parties. The assets of the schemes are
held separately from those of the Group in independently administered funds.
The amount charged to the income statement represents the contributions
payable to the scheme in respect of the accounting period.
Share-based payments
The cost of share-based employee compensation arrangements, whereby employees
receive remuneration in the form of share options, is recognised as an
employee benefit expense in the statement of profit and loss.
The total expense to be apportioned over the vesting period of the benefit is
determined by reference to the fair value (excluding the effect of non-market
based vesting conditions) at the grant date. Fair value is measured by use of
Black Scholes option valuation model.
At the end of each reporting period the assumptions underlying the number of
awards expected to vest are adjusted for the effects of non-market based
vesting conditions to reflect conditions prevailing at that date. The impact
of any revisions to the original estimates is recognised in the statement of
profit or loss, with a corresponding adjustment to equity.
The Group has the obligation to pay employers' national insurance on the
exercise of certain UK employee options. The Group has opted to account for
the tax obligation under IFRS 2 as a cash-settled share-based payment
arrangement as the amount of employers' national insurance due at the time of
exercise is based on the share price of the equity instruments of the Company.
The cash-settled share-based payment liability is estimated at each period end
using the closing share price of the Company and the prevailing employers'
national insurance rate. The number of awards expected to vest are consistent
with the treatment for equity-settled share-based payments. The cost of
employers' national insurance is included within share-based payments expense
in the statement of comprehensive income.
Please refer to note 23 for further details.
2.10. Earnings per share
The Group presents basic and diluted EPS.
Basic EPS is calculated by dividing the profit attributable to the Group's
Ordinary shareholders by the weighted average number of Ordinary shares
outstanding during the period.
The calculation of diluted EPS assumes conversion of all potentially dilutive
Ordinary shares, which arise from share options outstanding. A calculation is
performed to determine the number of share options that are potentially
dilutive based on the number of shares that could have been acquired at fair
value from the future assumed proceeds of the outstanding share options.
2.11. Financial instruments
The Group classifies financial instruments, or their component parts, on
initial recognition as a financial asset, a financial liability or an equity
instrument in accordance with the substance of the contractual arrangement.
Financial instruments are recognised on trade date when the Group becomes a
party to the contractual provisions of the instrument. Financial instruments
are recognised initially at fair value plus, in the case of a financial
instrument not a fair value through profit and loss, transaction costs that
are directly attributable to the acquisition or issue of the financial
instrument. Financial instruments are de-recognised on the trade date when the
Group is no longer a party to the contractual provisions of the instrument.
Non-derivative financial instruments comprise trade and other receivables,
cash and cash equivalents, loans and borrowings and trade and other payables.
Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at transaction price less
attributable transaction costs. Trade and other payables are recognised
initially at transaction price plus attributable transaction costs. Subsequent
to initial recognition they are measured at amortised cost using the effective
interest method, less any expected credit losses in the case of trade
receivables. If the arrangement constitutes a financing transaction, for
example if payment is deferred beyond normal business terms, then it is
measured at the present value of future payments discounted at a market rate
of interest for a similar debt instrument.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at the present value of
future payments discounted at a market rate of interest. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost using
the effective interest method, less any impairment losses.
Borrowing costs consist of interest and other costs that the Group incurs in
connection with the borrowing of funds.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with terms
up to 90 days.
Contingent consideration
Contingent deferred consideration may arise on acquisitions where the
consideration is dependent on the future performance of the acquired company.
In circumstances where the acquiree will receive contingent consideration in a
variable number of shares and is not employment-linked, the Group has
recognised a financial liability at the fair value of the contingent
consideration. Subsequent changes to the fair value of the contingent
consideration are recognised in the statement of comprehensive income.
At the balance sheet date the contingent consideration liability represents
the fair value of the remaining contingent consideration valued at
acquisition. The contingent consideration liability for acquisitions under
IFRS 3 contains estimation uncertainty as they relate to future expected
performance of the acquired business. In estimating the fair value of the
contingent consideration, management have assessed the potential future cash
flows of the acquired business and the likelihood of an earn-out payment being
made.
2.12. Provisions
A provision is recognised in the statement of financial position when the
Group has a present legal or constructive obligation as a result of a past
event, that can be reliably measured and it is probable that an outflow of
economic benefits will be required to settle the obligation. Provisions are
determined by discounting the expected future cash flows at a pre-tax rate
that reflects risks specific to the liability.
2.13. Right-of-use assets: Leases
The Group leases two properties in the UK and seven properties outside the UK.
All leases are accounted for by recognising a right-of-use asset and a lease
liability, except for leases of low value assets.
Lease liabilities are measured at the present value of contractual payments
due to the lessor over the lease term, with the discount rate determined by
reference to the rate inherent in the lease unless (as is typically the case)
this is not readily determinable, in which case the lessee's incremental
borrowing rate on commencement of the lease is used.
Right-of-use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:
• Lease payments made at or before commencement of the lease;
• Initial direct costs incurred; and
• The amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased asset
(typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for
example, it re-assesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the lease liability
to reflect the payments to be made over the revised term, which are discounted
at the same discount rate that applied on lease commencement. An equivalent
adjustment is made to the carrying value of the right-of-use asset, with the
revised carrying amount being amortised over the remaining (revised) lease
term.
2.14. Financing income and expenses
Financing expenses comprise interest payable on borrowings, interest on lease
liabilities using the effective interest method and the unwinding of the
discount on contingent consideration.
Financing income includes interest receivable on funds invested.
Interest income and interest payable are recognised in the statement of
comprehensive income as they accrue, using the effective interest method.
2.15. Standards issued but not yet effective
At the date of authorisation of these financial statements, there are no
standards that are issued but not yet effective that would be expected to have
a material impact on the Group or Company's financial statements in the
current or future reporting periods and on foreseeable future transactions.
3. Alternative performance measures
In order to provide better clarity to the underlying performance of the Group,
Elixirr uses adjusted EBITDA and adjusted EPS as alternative performance
measures. These measures are not defined under IFRS. These non-GAAP measures
are not intended to be a substitute for, or superior to, any IFRS measures of
performance, but have been included as the Directors consider adjusted EBITDA
and adjusted EPS to be key measures used within the business for assessing the
underlying performance of the Group's ongoing business across periods.
Adjusted EBITDA excludes the following items from operating profit: non-cash
depreciation and amortisation charges, share-based payments and non-recurring
M&A-related items. Adjusted EPS excludes the following items from profit
after tax: amortisation charges, share-based payments, non-recurring
M&A-related items, M&A-related non-cash finance costs and their
related tax
impacts.
The table below sets out the reconciliation of the Group's adjusted EBITDA and
adjusted profit before tax from profit before tax:
FY 24 FY 23
Group £'000s £'000s
Profit before tax 22,889 22,099
Adjusting items:
M&A-related items (note 5) 1,074 (1,966)
Amortisation of intangible assets 2,388 1,652
Share-based payments 2,550 1,967
Finance cost - contingent consideration 757 636
Adjusted profit before tax 29,658 24,388
Depreciation 1,485 1,140
Net finance cost/(income) - excluding contingent consideration 47 (112)
Adjusted EBITDA 31,190 25,416
The table below sets out the reconciliation of the Group's adjusted profit
after tax to adjusted profit before tax:
FY 24 FY 23
Group £'000s £'000s
Adjusted profit before tax 29,658 24,388
Tax charge (6,510) (4,861)
Tax impact of adjusting items (819) (761)
Adjusted profit after tax 22,329 18,766
Adjusted profit after tax is used in calculating adjusted basic and adjusted
diluted EPS. Adjusted profit after tax is stated before adjusting items and
their associated tax effects.
Adjusted EPS is calculated by dividing the adjusted profit after tax for the
period attributable to Ordinary shareholders by the weighted average number of
Ordinary shares outstanding during the period. Adjusted diluted EPS is
calculated by dividing adjusted profit after tax by the weighted average
number of shares adjusted for the impact of potential Ordinary shares.
Potential Ordinary shares are treated as dilutive when their conversion to
Ordinary shares would decrease EPS. Please refer to note 10 for further
details.
FY 24 FY 23
Group p p
Adjusted EPS 47.44 40.86
Adjusted diluted EPS 43.14 37.19
4. SegmentAL reporting
FY 24 FY 23
Group £'000s £'000s
Revenue from contracts with customers arises from:
United Kingdom 29,622 28,520
USA 61,181 37,533
Rest of World 20,540 19,832
Total Revenue 111,343 85,885
IFRS 8 requires that operating segments be identified on the basis of internal
reporting and decision-making. The Group is operated as one global business by
its executive team, with key decisions being taken by the same leaders
irrespective of the geography where work for clients is carried out.
Management therefore consider that the Group has one operating segment. As
such, no additional disclosure has been provided under IFRS
8.
The Company is a holding Company operating in the UK with its assets and
liabilities given in the Company Statement of Financial Position. Other
Company information is provided in the other notes to the accounts.
5. Profit before taxation
The following items have been included in arriving at profit before taxation:
FY 24 FY 23
Group £'000s £'000s
Depreciation of property, plant and equipment:
- Owned assets 269 233
- Leased assets 1,216 907
Amortisation of intangible assets 2,388 1,652
Share-based payments 2,550 1,967
Foreign exchange (gains)/losses (192) 388
M&A-related items 1,074 (1,966)
- Transaction costs 592 956
- Employment-related contingent consideration 6 -
- Adjustment to contingent consideration 476 (2,922)
The M&A-related cost of £1.1 million in FY 24 includes adjustments to
contingent consideration associated with the acquisition of Elixirr AI,
employment-related contingent consideration and other non-recurring costs
associated with the acquisition of Hypothesis, as well as other non-recurring
costs in respect of M&A activity. The M&A-related net credit of £2.0
million in FY 23 includes adjustments to contingent consideration associated
with the acquisition of iOLAP, less non-recurring costs associated with the
acquisitions of Insigniam and Elixirr AI, as well as other M&A activity.
During the year the Group obtained the following services from the Company's
auditors as detailed below:
FY 24 FY 23
Group £'000s £'000s
Services provided by the Company's auditors:
Audit fees - parent Company and consolidated accounts 50 43
Audit fees - subsidiary companies 117 107
6. Net finance expense
FY 24 FY 23
Group £'000s £'000s
Finance income:
On short term deposits and investments 394 365
394 365
Finance costs:
Finance cost - contingent consideration (757) (640)
On lease liability (246) (249)
Finance cost - revolving credit facility (195) -
(1,198) (889)
Net finance expense (804) (524)
7. Taxation on profit on ordinary activities
Analysis of tax charge:
FY 24 FY 23
Group £'000s £'000s
Current tax
In respect of the current year 6,804 5,035
Adjustments in respect of prior periods - 47
Total current tax 6,804 5,082
Deferred tax
In respect of the current year (294) (221)
Total deferred tax (294) (221)
Income tax expense 6,510 4,861
The total current and deferred tax recognised directly in equity in relation
to share-based payments was as follows:
FY 24 FY 23
Group £'000s £'000s
Current tax
In respect of the current year (1,419) -
Total current tax (1,419) -
Deferred tax
In respect of the current year 156 (1,430)
Total deferred tax 156 (1,430)
Tax credit in equity (1,263) (1,430)
Numerical reconciliation of income tax expense:
The tax assessed on the profit on ordinary activities for the year is lower
than the standard rate of corporation tax in the UK of 25%.
FY 24 FY 23
Group £'000s £'000s
Profit before taxation 22,889 22,099
Profit on ordinary activities multiplied by the weighted average rate of 5,722 5,193
corporation tax in UK of 25% (FY 23: 23.5%)
Effects of:
M&A-related items not deductible/(taxable) 396 (606)
Expenses not deductible 400 324
Difference in overseas tax rates (8) (97)
Adjustments in respect of prior periods - 147
R&D tax relief in respect of prior periods - (100)
Total taxation 6,510 4,861
8. Deferred tax
Net deferred tax asset:
The balances comprise temporary differences attributable to:
Group Company
FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s
Deferred tax liability
Property, plant and equipment (50) (78) - -
Intangible assets (3,582) (1,922) - -
Total deferred tax liability (3,632) (2,000) - -
Deferred tax asset
Share-based payments 3,160 3,117 - -
Short-term timing differences 670 360 - -
Total deferred tax asset 3,830 3,477 - -
Net deferred tax asset 198 1,477 - -
The deferred tax liability on intangible assets relates to customer
relationships, order book and goodwill and those on property, plant and
equipment relate to accelerated capital allowances.
The deferred tax asset recognised represents the future tax effect of
share-based payment charges in respect of options that are yet to be
exercised. Deductions in excess of the cumulative share-based payment charge
recognised in the statement of comprehensive income are recognised in equity.
Movements in deferred tax:
Property, plant and equipment Intangible assets Share-based payments Short-term timing differences Total
£'000s £'000s £'000s £'000s £'000s
At 31 December 2022 (105) (1,330) 1,400 319 284
Acquisition of business - (493) - - (493)
Credited to equity - - 1,429 - 1,429
Credited/(charged) to profit and loss 27 (152) 288 58 221
Exchange rate difference - 53 - (17) 36
At 31 December 2023 (78) (1,922) 3,117 360 1,477
Acquisition of business - (1,355) - - (1,355)
Charged to equity - - (156) - (156)
Credited/(charged) to profit and loss 28 (237) 199 304 294
Exchange rate difference - (68) - 6 (62)
At 31 December 2024 (50) (3,582) 3,160 670 198
9. Ordinary dividends
The Company paid an interim Ordinary share dividend in respect of FY 23 of 5.3
pence per Ordinary share on 15 February 2024 and a final Ordinary share
dividend in respect of FY 23 of 9.5 pence per Ordinary share on 20 August
2024, making a total dividend of 14.8p for FY 23.
An interim Ordinary share dividend in respect of FY 24 of 6.3 pence per
Ordinary share was paid on 17 February 2025.
The Board is pleased to recommend a final dividend for FY 24 of 11.5 pence per
share, making a total dividend of 17.8 pence for FY 24.
The final dividend will be recommended to shareholders at the AGM in June
2025. The FY 24 final dividend will have a total cash cost of £5.5 million.
10. Earnings per share
The Group presents non-adjusted and adjusted basic and diluted EPS for its
Ordinary shares. Basic EPS is calculated by dividing the profit for the period
attributable to Ordinary shareholders by the weighted average number of
Ordinary shares outstanding during the period.
Diluted EPS takes into consideration the Company's dilutive contingently
issuable shares. The weighted average number of Ordinary shares used in the
diluted EPS calculation is inclusive of the number of share options and ESPP
matching awards that are expected to vest (subject to the relevant criteria
being met) and the number of shares that may be issued to satisfy contingent
M&A deferred consideration.
The profits and weighted average number of shares used in the calculations are
set out below:
FY 24 FY 23
Basic and Diluted EPS
Profit attributable to the Ordinary equity holders of the Group used in 16,379 17,238
calculating basic and diluted EPS (£'000s)
Basic earnings per Ordinary share (p) 34.80 37.53
Diluted earnings per Ordinary share (p) 31.64 34.16
FY 24 FY 23
Adjusted Basic and Diluted EPS
Profit attributable to the Ordinary equity holders of the Group used in 22,329 18,766
calculating adjusted basic and diluted EPS (note 3) (£'000s)
Adjusted basic earnings per Ordinary share (p) 47.44 40.86
Adjusted diluted earnings per Ordinary share (p) 43.14 37.19
FY 24 FY 23
Number Number
Weighted average number of shares
Weighted average number of Ordinary shares used as the denominator in 47,070,665 45,933,062
calculating non-adjusted and adjusted basic EPS
Number of dilutive shares 4,691,462 4,531,375
Weighted average number of Ordinary shares used as the denominator in 51,762,127 50,464,437
calculating non-adjusted and adjusted diluted EPS
11. Employees and directors
The monthly average number of persons employed by the Group during the year,
analysed by category, was as follows:
FY 24 FY 23
Group Number Number
Directors, management and Partners 38 32
Provision of services 454 397
Administration 72 55
565 484
The average number of persons employed and staff costs includes both executive
and non-executive Directors.
The aggregate payroll costs of these persons were as follows:
FY 24 FY 23
Group £'000s £'000s
Wages and salaries 49,337 37,830
Social security costs 5,522 4,334
Pension costs 1,110 862
Share-based payment charge 2,550 1,967
58,518 44,993
Defined contribution pension schemes are operated by third parties on behalf
of the employees of the Group. The assets of the schemes are held separately
from those of the Group in independently administered funds. The pension
charge represents contributions payable by the Group to the funds and amount
to £1.1 million for FY 24 (FY 23: £0.9 million). Contributions amounting to
£0.3 million (FY 23: £0.1 million) were payable to the fund as at 31
December 2024 and are included in payables.
Key management personnel include the Directors and senior managers across the
Group who together have authority and responsibility for planning, directing
and controlling the activities of the Group. The total compensation (including
employers' national insurance) paid in respect of key management personnel for
services provided to the Group is as follows:
Group Company
FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s
Aggregate emoluments including short term employee benefits 6,069 5,511 210 200
6,069 5,511 210 200
The share-based payment charge in respect of key management personnel was
£0.3 million (FY 23: £0.3 million).
Details of the Directors' remuneration, including salary, bonus, share option
awards, pension and other benefits are included in the tables within the
Directors' Report.
12. Goodwill and intangible fixed assets
Goodwill Trademarks Customer relationships Order book Software Total
Group £'000s £'000s £'000s £ 000's £ 000's £'000s
Cost
At 31 December 2022 76,975 7,135 4,554 1,149 - 89,813
Acquisition of business 18,312 - 1,546 466 364 20,688
Additions - - - - 65 65
Gains/(losses) from foreign exchange (1,626) - (161) (67) 4 (1,850)
At 31 December 2023 93,661 7,135 5,939 1,548 433 108,716
Acquisition of business (note 13) 24,658 - 4,666 752 - 30,076
Additions - - - - 242 242
Gains from foreign exchange 1,210 - 231 49 61 1,551
At 31 December 2024 119,529 7,135 10,836 2,349 736 140,585
Amortisation
At 31 December 2022 - (4,950) (776) (506) - (6,232)
Charge for the year - (627) (653) (372) - (1,652)
Gains from foreign exchange - - 37 36 - 73
At 31 December 2023 - (5,577) (1,392) (842) - (7,811)
Charge for the year - (447) (1,117) (708) (116) (2,388)
Losses from foreign exchange - - (30) (22) - (52)
At 31 December 2024 - (6,024) (2,539) (1,572) (116) (10,251)
Net book value
At 31 December 2023 93,661 1,558 4,547 706 433 100,905
At 31 December 2024 119,529 1,111 8,297 777 620 130,334
The Company has no intangible assets.
Goodwill
Goodwill arising on the acquisition of a business in FY 24 relates to the
acquisition of Hypothesis and was calculated as the fair value of initial
consideration paid less the fair value of the net identifiable assets at the
date of the acquisition (see note 13).
Goodwill arising on the acquisition of a business in FY 23 relates to the
acquisition of Elixirr AI and Insigniam.
Goodwill impairment review
The breakdown of goodwill by cash-generating unit ('CGU') is listed below:
FY 24 FY 23
£'000s £'000s
Consulting 87,229 61,700
Elixirr Digital Limited 2,856 2,856
Elixirr Digital Inc and Elixirr AI 29,444 29,105
119,529 93,661
The Consulting CGU comprises goodwill and other assets of Elixirr Consulting
Limited, The Retearn Group Limited, Insigniam and the acquisition of
Hypothesis in FY 24 (refer to note 13). The Elixirr Digital Limited CGU
comprises goodwill and other assets of Coast Digital Limited. The Elixirr
Digital Inc and Elixirr AI CGU comprises goodwill and other assets of Elixirr
Digital Inc (formerly iOLAP) and Elixirr AI (formerly Responsum).
Following initial recognition, goodwill is subject to impairment reviews, at
least annually, and measured at fair value less accumulated impairment losses.
Any impairment is recognised immediately in the consolidated statement of
comprehensive income and is not subsequently reversed.
Key assumptions used in value in use calculation
The key assumptions for the value in use calculation are those regarding:
• number of years of cash flows used and budgeted EBITDA growth
rate;
• discount rate; and
• terminal growth rate.
No impairment is indicated for any of the CGUs using the value in use
calculation.
Number of years of cash flows used and budgeted growth rate
The recoverable amount of the CGU is based on a value in use calculation using
specific cash flow projections over a five-year period and a terminal growth
rate thereafter.
The budget for the following financial year forms the basis for the cash flow
projections for a CGU. The cashflow projections for the four years subsequent
to the budget year reflect the Directors' expectations based on market
knowledge, numbers of new engagements and the pipeline of
opportunities.
Discount rate
The Group's weighted average cost of capital has been used to calculate a
discount rate of 12% for the Group and Consulting, 12% for Elixirr Digital Inc
and Elixirr AI and 13% for Elixirr Digital Limited. This reflects current
market assessments of the time value of money for the period under review and
the risks specific to the Group and company acquired.
Terminal growth rate
An appropriate terminal growth rate is selected, based on the Directors'
expectations of growth beyond the five-year period. The terminal growth rate
used is 2%.
Sensitivity to changes in assumptions
With regard to the value in use assumptions, the Directors believe that
reasonably possible changes in any of the above key assumptions would not
cause the carrying value of the unit to exceed its recoverable amount. In
forming this view, the Directors have considered the following:
Consulting Elixirr Digital Limited Elixirr Digital Inc and Elixirr AI
FY 24 FY 23 FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s £'000s £'000s
On current cash flow projections, the discount rate would need to exceed the % 29.0% 28.1% 92.4% 71.4% 26.3% 21.9%
alongside for there to be any impairment; and
In the case of no increase in future cash flows above those projected for the 25.0% 22.7% 88.4% 58.8% 22.2% 17.9%
following year, the discount rate would have to exceed the % alongside for
there to be any impairment.
Customer relationships
FY 24 additions represent the fair value of customer relationships from the
acquisition of Hypothesis. Refer to note 13 for further details.
The fair value has been determined by applying the Multi-Period Excess
Earnings method to the cash flows expected to be earned from customer
relationships.
The key management assumptions are in relation to forecast revenues, margins
and discount factors. The fair value represents the present value of the
earnings the customer relationships generate.
A useful economic life of 10 years has been deemed appropriate based on the
average realisation rate of cumulative cash flows. The projected cash flows
have been discounted over this period. The amortisation charge since
acquisition is recognised within administrative expenses.
FY 23 additions represent the fair value of customer relationships from the
acquisition of Insigniam.
Order Book
FY 24 additions represent the fair value of the order book from the
acquisition of Hypothesis. Refer to note 13 for further details.
The fair value has been determined by applying the Multi-Period Excess
Earnings method to the cash flows earned from the order book.
The key management assumptions relate to forecast margins and discount
factors.
A useful economic life of 1 year has been deemed appropriate based on the
relevant contractual period.
The amortisation charge is recognised within administrative expenses.
FY 23 additions represent the fair value of the order book from the
acquisition of Insigniam.
13. Business combinations
On 18 October 2024, the Group, through its US subsidiary Elixirr Inc, acquired
all of the issued and outstanding membership interests of Hypothesis Group,
LLC. a US-based insights and strategy firm. The acquisition brings specialist
expertise in qualitative research, quantitative research and strategic
insights, complementing the Group's existing service offerings and enhancing
the Group's ability to support clients from initial research and discovery
through to strategy definition and delivery.
The Group acquired Hypothesis for estimated equity value consideration of
£28.4 million (US$37.0 million). The consideration consists of:
• An initial consideration of £21.5 million (US$28.2 million) in
cash;
• An initial consideration of £6.4 million (US$8.4 million) settled
through the issue of 914,604 Ordinary shares at a price of £7.00 per share;
and
• Contingent consideration of up to £5.1 million (US$6.7 million)
in cash which is payable in FY 25 and FY 26.
The total fair value of the contingent consideration payable recognised in
these accounts is £0.4 million (US$0.5 million). This amount represents the
Group's current expectation of the contingent consideration payable. As at the
date of this report, the amount of the contingent consideration is still
subject to finalisation under the terms of the sale agreement. As at 31
December 2024, a £0.4 million liability is recorded, all of which is a
non-current liability.
The new Ordinary Shares issued are subject to one-year lock-in arrangements
and limitations on the Ordinary Shares that each seller can sell in each of
the following three years under nominee agreements.
The difference between the fair value of the purchase consideration of £28.4
million and the fair value of the identifiable assets acquired and liabilities
assumed of £3.7 million was recognised as goodwill of £24.7 million. The
goodwill is attributable to the company's workforce and working methodologies
and is deductible for tax purposes.
Included within M&A-related items is an amount of £0.5 million for legal
and advisory fees in relation to the acquisition.
Hypothesis contributed £4.4 million to the Group's revenue and £0.3 million
to the Group's profit before tax for the period from the date of acquisition
to 31 December 2024.
If the acquisition of Hypothesis had been completed on 1 January 2024, Group
revenues for the year ended 31 December 2024 would have been £127.5 million
and Group profit before tax would have been £26.0 million.
In calculating the goodwill arising, the fair value of the net assets of
Hypothesis have been assessed, and fair value adjustments were required for
the recognition of customer relationship and order book intangibles and the
related deferred tax.
Customer relationships and order book intangibles were assessed to be
separately identifiable assets, recognised at fair value and are included
within intangible assets below. Refer to note 12 for further details.
The fair value of trade and other receivables approximates carrying value and
there is no material difference between fair value and the gross contractual
amounts at the acquisition date.
The table below sets out the amounts recognised as of the acquisition date for
each major class of assets acquired and liabilities assumed, the consideration
and goodwill on the acquisition of Hypothesis:
Fair value
£'000s
Assets
Non-current assets
Intangible assets 5,418
Property, plant and equipment 589
Other receivables 60
Total non-current assets 6,067
Current assets
Trade and other receivables 4,132
Cash and cash equivalents 572
Total current assets 4,704
Total assets 10,771
Liabilities
Current liabilities
Trade and other payables 4,528
Loans and borrowings 331
Total current liabilities 4,859
Non-current liabilities
Loans and borrowings 811
Deferred tax liability 1,355
Total non-current liabilities 2,166
Total liabilities 7,025
Fair value of net assets acquired 3,746
Goodwill (note 12) 24,658
Fair value of purchase consideration 28,404
Cash and cash equivalents in subsidiary acquired 572
14. Property, plant and equipment
Right of use asset Furniture and Fittings Leasehold Improvements Computer Equipment Total
Group £'000s £'000s £'000s £'000s £'000s
Cost
At 31 December 2022 7,133 281 667 347 8,428
Acquisition of business 400 - - - 400
Additions 639 3 4 55 701
Losses from foreign exchange (23) (4) - (14) (41)
At 31 December 2023 8,149 280 671 388 9,488
Acquisition of business (note 13) 589 - - - 589
Additions 115 16 - 68 199
Losses from foreign exchange (12) - (5) - (17)
At 31 December 2024 8,841 296 666 456 10,259
Depreciation
At 31 December 2022 (2,162) (99) (311) (194) (2,766)
Charge for the year (907) (42) (98) (93) (1,140)
Gains from foreign exchange 11 5 - 14 30
At 31 December 2023 (3,058) (136) (409) (273) (3,876)
Charge for the year (1,216) (71) (101) (97) (1,485)
Gains/(losses) from foreign exchange 13 (1) 7 10 29
At 31 December 2024 (4,261) (207) (503) (360) (5,332)
Net book value
At 31 December 2023 5,091 144 262 115 5,612
At 31 December 2024 4,580 88 162 97 4,927
The Company has no property, plant and equipment.
The lease liability in respect of the right-of-use asset was £4.9 million (FY
23: £5.4 million) and relates to property leases.
15. Investments
Group companies
Company £'000s
Cost/carrying value
At 31 December 2022 85,426
Acquisition of business 1,070
Capitalisation of subsidiary 7,098
Group companies share-based payments 1,693
At 31 December 2023 95,287
Capitalisation of subsidiary 20,009
Group companies share-based payments 2,021
At 31 December 2024 117,317
The Group has no investments.
The Company has the following subsidiary undertakings at the year-end:
Subsidiary undertakings Country of incorporation Principal activity Registered office FY 24 FY 23
Elixirr Consulting Limited England and Wales Consultancy 12 Helmet Row, London, EC1V 3QJ 100% 100%
Elix-IRR Consulting Services (South Africa) Limited (indirect) England and Wales Services to the Group 12 Helmet Row, London, EC1V 3QJ 100% 100%
Elixirr LLC (indirect) United States Consultancy 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 100% 100%
Den Creative Limited England and Wales Dormant 12 Helmet Row, London, EC1V 3QJ 100% 100%
Elixirr Services Limited (indirect) England and Wales Dormant 12 Helmet Row, London, EC1V 3QJ 100% 100%
Elixirr Digital Limited England and Wales Consultancy 12 Helmet Row, London, EC1V 3QJ 100% 100%
The Retearn Group Ltd England and Wales Consultancy 12 Helmet Row, London, EC1V 3QJ 100% 100%
Elixirr Consulting (Jersey) Limited Jersey Consultancy 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG 100% 100%
Elixirr Inc. United States Holding Company 2600 Network Blvd Suite 570 Frisco, TX 75034 100% 100%
Elixirr Digital Inc. (indirect) United States Consultancy 2600 Network Blvd Suite 570 Frisco, TX 75034 100% 100%
Elixirr Digital d.o.o. (indirect) Croatia Consultancy Prolaz Marije Krucifikse Kozulić 1, 51000, Rijeka 100% 100%
Elixirr GmbH Germany Dormant Ronsbachweg 6, 36093, Kuenzell. Germany 100% 100%
Elixirr AI, Inc. (indirect) United States Consultancy 2600 Network Blvd Suite 570 Frisco, TX 75034 100% 100%
Insigniam LLC (indirect) United States Consultancy 301 Woodbine Ave, Narberth, PA 19072 100% 100%
Insigniam SAS France Consultancy 36 Rue De Ponthieu, 75008, Paris 8 100% 100%
Hypothesis Group LLC (indirect) United States Consultancy 811 West 7th Street, Suite 600, Los Angeles, CA 90017 100% -
16. Receivables
Group Company
FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s
Non-current assets
Loans to shareholders 7,399 7,604 7,399 7,604
Other receivables 3,023 1,985 2,469 1,520
10,422 9,589 9,868 9,124
Current assets
Trade receivables 15,665 15,295 - -
Less: allowance for doubtful debts (42) - - -
Trade receivables - net 15,623 15,295 - -
Prepayments and deposits 1,939 840 777 63
Contract assets 804 288 - -
Other receivables 19 263 5 198
18,385 16,686 782 261
Loans to shareholders represent amounts owed to the Company by shareholders,
who are senior employees of the Group. The loans to shareholders are
interest-free and expected to be repaid beyond one year. Non-current other
receivables include property deposits and section 455 tax receivable.
Trade receivables are non-interest bearing and receivable under normal
commercial terms. Management considers that the carrying value of trade and
other receivables approximates to their fair value. The carrying value of
non-current other receivables and loans to shareholders is considered to be a
reasonable approximation of their fair value, but has not been discounted to
present value.
The expected credit loss on trade and other receivables was not material at
the current or prior year ends. For analysis of the maximum exposure to credit
risk, please refer to note 25.
The ageing of trade receivables of the Group as at 31 December 2024:
Gross carrying amount Loss allowance Net carrying amount
Group £'000s £'000s £'000s
< 31 days 12,495 - 12,495
31-60 days 2,224 - 2,224
61-90 days 733 - 733
91-120 days 100 - 100
121+ days 113 (42) 71
At 31 December 2024 15,665 (42) 15,623
The ageing of trade receivables of the Group as at 31 December 2023:
Gross carrying amount Loss allowance Net carrying amount
Group £'000s £'000s £'000s
< 31 days 9,916 - 9,916
31-60 days 3,451 - 3,451
61-90 days 1,662 - 1,662
91-120 days 36 - 36
121+ days 230 - 230
At 31 December 2023 15,295 - 15,295
17. Cash and cash equivalents
Group Company
FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s
Cash at bank and in hand 7,527 18,130 1,837 6,659
7,527 18,130 1,837 6,659
Cash at bank includes £1.8 million on deposit which earned interest at an
average rate of 3.6% during the year.
18. Trade and other payables
Group Company
FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s
Trade payables 2,293 1,774 136 241
Other taxes and social security costs 1,590 1,899 (86) 8
Accruals 14,536 11,308 233 450
Contract liabilities 6,369 3,938 - -
Other payables 887 137 - 116
Amounts owed to group companies - - 13,204 6,094
25,675 19,056 13,487 6,909
As at 31 December 2024, the Company owed £13.2 million (FY 23: £6.1 million)
to Elixirr Consulting Limited.
The fair value of trade and other payables approximates to book value at the
period end. Trade payables are non-interest bearing and are normally settled
monthly.
Trade payables comprise amounts outstanding for trade purchases and ongoing
costs.
Contract liabilities arise from the Group's revenue generating activities
relating to payments received in advance of performance delivered under a
contract. These contract liabilities typically arise on short-term timing
differences between performance obligations in some milestone or fixed fee
contracts and their respective contracted payment schedules.
19. LOANS AND BORROWINGS
Group Company
FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s
Current liabilities
Right of use lease liability 1,530 1,150 - -
1,530 1,150 - -
Non-current liabilities
Right of use lease liability 3,366 4,214 - -
3,366 4,214 - -
During FY 24 the Group agreed a £45 million revolving credit facility with
National Westminster Bank Plc to support delivery of the Group's organic and
inorganic growth strategy.
The key terms of the facility are:
· £45 million revolving credit facility with the flexibility to be
drawn in multiple currencies, including Pound Sterling and United States
Dollar;
· Interest rate at a margin of 1.95%-2.60%, dependent on leverage, over
SONIA (Sterling Overnight Index Average) or SOFR (Secured Overnight Financing
Rate), dependent on currency;
· Revolving facility, with flexibility to be drawn and repaid, with the
undrawn portion subject to a commitment fee of 35% of the margin;
· Leverage and interest cover covenants; and
· Four-year term maturing in October 2028, with a one-year extension
option if mutually agreed.
The interest rate on the facility includes a margin that is dependent on the
consolidated leverage level of the Group in respect of the most recently
completed reporting period. For the year ended 31 December 2024, Group
leverage was below 1.5:1 with the margin at 1.95%.
At 31 December 2024 the Group had £45 million of the facility unutilised.
Revolving credit facility at 31 December 2024:
Currency Amount outstanding Rate
£'000s %
GBP - SONIA + margin%
USD - SOFR + margin%
The movement in liabilities arising from financing activities was as follows:
Right of use lease liability Borrowings under the revolving credit facility Debt related to the business combination of Hypothesis
Group £'000s £'000s £'000s
At 31 December 2022 5,143 - -
Acquisition of business 395 - -
Additions 639 - -
Interest payable 249 - -
Repayments (1,006) - -
Gains from foreign exchange (56) - -
At 31 December 2023 5,364 - -
Acquisition of business (note 13) 586 - 556
Additions 115 13,723 -
Interest payable 246 211 -
Repayments (1,391) (13,864) (556)
Gains from foreign exchange (24) (70) -
At 31 December 2024 4,896 - -
The acquisition of business in FY 24 relates to the acquisition of Hypothesis.
The right of use lease liability additions in FY 24 relate to a new property
lease signed by Insigniam.
The acquisition of business in FY 23 relates to the acquisition of Insigniam.
The right of use lease liability additions in FY 23 relate to a new property
lease signed by Elixirr Digital d.o.o. (formerly iOLAP d.o.o.).
Maturity analysis of contracted undiscounted cashflows of the right of use
lease liability are as follows:
FY 24 FY 23
£'000s £'000s
Lease liability less than one year 1,574 1,334
Lease liability greater than one year and less than five years 3,560 3,721
Lease liability greater than five years 346 1,092
Total liability 5,480 6,147
Finance charges included above (584) (783)
4,896 5,364
20. Other creditors and other non-current liabilities
Group Company
FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s
Other creditors
Contingent consideration 5,558 1,144 - -
Employment-related contingent consideration 6 - - -
5,564 1,144 - -
Other non-current liabilities
Dilapidations 373 377 - -
Cash-settled share-based payments 724 360 - -
Contingent consideration 2,915 6,268 - -
4,012 7,005 - -
Contingent consideration in FY 24 includes earn-out payments which are
contingent on performance and arose from the acquisition of Elixirr Digital
Inc, Elixirr AI, Insigniam and Hypothesis.
The employment-related contingent consideration includes post-acquisition
employee benefits in relation to the Hypothesis acquisition.
Contingent consideration in FY 23 includes earn-out payments which are
contingent on performance and arose from the acquisition of Elixirr Digital
Inc, Elixirr AI and Insigniam.
Cash-settled share-based payments include obligations for the Group's
employers' NI on options that are yet to vest. Refer to note 23 for further
details.
Other non-current liability payments fall due beyond 12 months from the
reporting date.
21. Share capital, share premium and merger relief reserve
FY 24
Issued shares Par value Merger relief reserve Share premium
Group and Company Number £ £'000s £'000s
£0.00005 Ordinary shares 48,187,415 2,409 46,870 33,702
£1 Redeemable Preference shares 50,001 50,001 - -
48,237,416 52,410 46,870 33,702
FY 23
Issued shares Par value Merger relief reserve Share premium
Group and Company Number £ £'000s £'000s
£0.00005 Ordinary shares 47,272,811 2,364 46,870 29,922
£1 Redeemable Preference shares 50,001 50,001 - -
47,322,812 52,365 46,870 29,922
The total number of voting rights in the Company at 31 December 2024 was
48,187,415 (FY 23: 47,272,811).
Ordinary shares
On a show of hands every holder of Ordinary shares present at a meeting, in
person or by proxy, is entitled to one vote, and on a poll each share is
entitled to one vote. The shares entitle the holder to participate in
dividends, and to share in the proceeds of winding up the Company in
proportion to the number of and amounts paid on the shares held. These rights
are subject to the prior entitlements of the Redeemable Preference
shareholders.
Movements in Ordinary shares:
Issued shares Par value Merger relief reserve Share premium
Group and Company Number £ £'000s £'000s
At 31 December 2022 46,186,481 2,309 46,870 25,599
Share issues 1,086,330 54 - 5,417
Sale of Ordinary shares from the EBT - - - (1,094)
At 31 December 2023 47,272,811 2,363 46,870 29,922
Share issues 914,604 46 - 6,402
Sale of Ordinary shares from the EBT - - - (2,622)
At 31 December 2024 48,187,415 2,409 46,870 33,702
Share issues in FY 24 represented consideration for the acquisition of
Hypothesis.
The sale of Ordinary shares from the EBT in FY 24 were to satisfy options that
were exercised.
Redeemable Preference shares
The Redeemable Preference shares are entitled to dividends at a rate of 1% per
annum of paid up nominal value. The shares have preferential right, before any
other class of share, to a return of capital on winding-up or reduction of
capital or otherwise of the Company.
The Redeemable Preference shares are redeemable 100 years from the date of
issue or at any time prior at the option of the Company.
22. EBT share reserve
The EBT is accounted for under IFRS 10 and is consolidated on the basis that
the parent has control, thus the assets and liabilities of the EBT are
included in the Group statement of financial position and shares held by the
EBT in the Company are presented as a deduction from equity.
The EBT share reserve comprises of Ordinary and Redeemable Preference shares
bought and held in the Group's EBT.
The below table sets out the number of EBT shares held and their weighted
average cost:
FY 24
Shares held in EBT Weighted average cost Total cost
Group and Company Number £ £'000s
Ordinary shares 483,823 5.88 2,846
Redeemable Preference shares 50,001 1.01 50
533,824 2,897
FY 23
Shares held in EBT Weighted average cost Total cost
Group and Company Number £ £'000s
Ordinary shares 397,667 4.26 1,695
Redeemable Preference shares 50,001 1.01 50
447,668 1,745
23. Share-based payments
The Group recognised a total share-based payment expense of £2.6 million (FY
23: £2.0 million) in the current year, comprising £2.1 million (FY 23: £1.7
million) in relation to equity settled share-based payments, and £0.5 million
(FY 23: £0.3 million) relating to relevant social security taxes.
A cash-settled share-based payment liability is recognised relating to social
security tax on share options (refer to note 20). The liability has been
estimated using a closing share price of £7.20 (FY 23: £6.20) and employers'
national insurance at 15.0%. The carrying value of the liability as at 31
December 2024 is £0.7 million (FY 23: £0.4 million), with £0.5 million (FY
23: £0.3 million) recognised in the P&L and payments amounting to £0.1
million (FY 23: £0.1 million) made in the
year.
Share Option Plans
The Group operates EMI, CSOP and unapproved share option plans with time-based
and performance-based vesting conditions.
During FY 24, a total of 4,710,732 (FY 23: 5,614,145) share options were
granted to employees and senior management. The weighted average fair value of
the options awarded in the year is £1.73 per share (FY 23: £1.17).
Details of share option awards made are as follows:
Number of share options Weighted average exercise price
(000's)
Outstanding at 31 December 2022 10,886 3.47
Granted 5,614 5.22
Exercised (57) 2.34
Forfeited (2,875) 4.28
Outstanding at 31 December 2023 13,568 3.76
Granted 4,711 6.16
Exercised (1,268) 0.48
Forfeited (4,258) 4.55
Outstanding at the year end 12,753 4.71
Exercisable at the year end 1,499 2.36
For the options exercised during FY 24, the weighted average share price at
the date of exercise was £5.78 (FY 23: £5.05).
The options outstanding as at 31 December 2024 had a weighted average
remaining contractual life of 2.5 years (FY 23: 2.6 years) and a weighted
average exercise price of £4.71 (FY 23: £3.76) per share.
The options were fair valued at the grant date using the Black Scholes option
valuation model.
The inputs into the model were as follows:
FY 24 FY 23
Weighted average share price at grant date (£) 6.05 4.98
Weighted average exercise price (£) 6.16 5.22
Volatility (%) 37.6% 27.0%
Weighted average vesting period (years) 5 5
Risk free rate (%) 3.9% 4.3%
Expected dividend yield (%) 2.6% 2.5%
Expected volatility was determined by calculating the historic volatility of
comparable companies in the market in which the Group operates. The expected
expense calculated in the model has been adjusted, based on management's best
estimate, for the effects of non-market-based performance conditions and
employee attrition.
Reasonable changes in the above inputs do not have a material impact on the
share-based payment charge in FY 24.
Fixed Consideration Options
In addition to the share options set out in the table above, share options
with an exercise price of £0.00005 were previously issued in connection with
the acquisition of Elixirr Digital Limited. These share options are for a
fixed monetary consideration where the number of share options is variable and
determined with reference to the share price at the date of vesting.
The monetary value of such share options is as follows:
Value
£'000s
Outstanding at 31 December 2022 797
Exercised (297)
Outstanding at 31 December 2023 500
Exercised (500)
Outstanding at 31 December 2024 -
Exercisable at 31 December 2024 -
The share price at the date of exercise of the Elixirr Digital Limited options
was £5.85.
Employee Share Purchase Plan ('ESPP')
The Group operates an employee share purchase plan where the employees of the
Group (excluding Partners) are eligible to contribute a percentage of their
gross salary to purchase shares in the Company. The Company makes a matching
award of shares that will vest over time dependent on continued employment.
During FY 24, the Company awarded 233,690 (FY 23: 185,546) matching shares on
the basis of one matching share for every one employee share purchased during
FY 23. The matching shares vest equally over a 5-year period with the first
tranche vesting on 31 January 2025.
Details of ESPP awards made are as follows:
Number of ESPP awards
(000's)
Outstanding at 31 December 2022 78
Granted 185
Vested and converted to shares (15)
Forfeited (44)
Outstanding at 31 December 2023 204
Granted 234
Vested and converted to shares (42)
Forfeited (55)
Outstanding at 31 December 2024 341
Exercisable at 31 December 2024 -
24. Cash flow information
Cash generated from operations:
Group Company
FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s
Profit before taxation 22,889 22,099 18,201 7,617
Adjustments for:
Depreciation and amortisation 3,873 2,792 - -
Net finance expense/(income) 804 524 (157) (253)
Share-based payments 2,478 1,967 - -
Employment-related contingent consideration 6 - - -
Adjustment to contingent consideration 476 (2,922) - -
Foreign exchange (gains)/losses (192) 388 (40) (4)
Decrease/(increase) in trade and other receivables 2,718 (3,812) 144 186
Increase/(decrease) in trade and other payables 2,404 952 (6,756) (422)
35,456 21,988 11,392 7,124
Reconciliation of liabilities from financing activities:
Debt related to business combinations Leases Borrowings under the revolving credit facility Total
Group £'000s £'000s £'000s £'000s
Balance 31 December 2022 - 5,143 - 5,143
Cash flows (687) (1,006) - (1,693)
Other changes 687 1,227 - 1,914
Balance 31 December 2023 - 5,364 - 5,364
Cash flows (556) (1,391) (141) (2,088)
Other changes 556 923 141 1,620
Balance 31 December 2024 - 4,896 - 4,896
Other changes in FY 24 include non-cash movements, additional property leases
on acquisition of Hypothesis and interest expense.
Other changes in FY 23 include non-cash movements, additional property leases
on acquisition of Insigniam and accrued interest expense on leases.
25. Financial instruments and financial risk management
Carrying amount of financial instruments
The Group's and Company's financial instruments may be analysed as follows:
Group Company
FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s
Financial assets
Financial assets that are debt instruments measured at amortised cost 34,390 43,367 11,705 15,956
Financial liabilities
Financial liabilities measured at amortised cost 14,445 11,213 13,340 6,451
Financial liabilities at fair value through profit and loss 9,576 8,149 - -
Financial assets measured at amortised cost comprise cash, trade receivables
and other receivables.
Financial liabilities measured at amortised cost comprise loans and
borrowings, trade payables and other payables.
Financial liabilities at fair value through profit and loss comprise
contingent consideration, cash-settled share-based payments and
acquisition-related contingent consideration and earn-outs.
The Group is exposed to a variety of financial risks through its use of
financial instruments which result from its operating activities. All of the
Group's financial instruments are classified as loans and receivables.
The Group does not actively engage in the trading of financial assets for
speculative purposes. The most significant financial risks to which the Group
is exposed are described in this note.
Credit risk
Generally, the Group's and Company's maximum exposure to credit risk is
limited to the carrying amount of the financial assets recognised at the
reporting date, as summarised below:
Group Company
FY 24 FY 23 FY 24 FY 23
£'000s £'000s £'000s £'000s
Trade receivables 15,623 15,295 - -
Contract assets 804 288 - -
Other receivables 10,436 9,654 9,868 9,283
Cash and cash equivalents 7,527 18,130 1,837 6,659
34,390 43,367 11,705 15,942
Credit risk is the financial risk to the Group if a counter party to a
financial instrument fails to meet its contractual obligation. The nature of
the Group's debtor balances, the time taken for payment by clients and the
associated credit risk are dependent on the type of engagement.
The Group's trade and other receivables are actively monitored. The ageing
profit of trade receivables is monitored regularly by management. Any debtors
over 30 days are reviewed by the entire management group every week and
explanations sought for any balances that have not been recovered.
Unbilled revenue is recognised by the Group only when all conditions for
revenue recognition have been met in line with the Group's accounting policy.
Other receivables include amounts owed by senior employees for the acquisition
of shares in the Company. The EBT holds legal title to these shares which will
not be released to the beneficial owner prior to the repayment of the loan.
Cash and cash equivalents is split across multiple counterparties and the
Group actively monitors the exposure to different financial institutions.
The Directors are of the opinion that there is no material credit risk at
Group level.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
its obligations associated with its financial liabilities. The Group seeks to
manage financial risks to ensure sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably.
The table below analyses the Group's financial liabilities into relevant
maturity groupings based on their contractual maturities. The amounts
disclosed in the tables are the contractual undiscounted cash flows. Balances
due within 12 months equal their carrying balances, because the impact of
discounting is not significant.
Contractual maturities of financial liabilities of the Group as at 31 December
2024:
Less than 6 months 6-12 months 1 - 2 years 2 - 5 years Over 5 years Total contractual cashflows Carrying amount of liabilities
Trade payables 2,293 - - - - 2,293 2,293
Lease liabilities 814 760 1,023 2,537 346 5,480 4,896
Financial liabilities at fair value through profit and loss 5,564 - 2,497 1,515 - 9,576 9,576
8,671 760 3,520 4,052 346 17,349 16,765
Contractual maturities of financial liabilities of the Group as at 31 December
2023:
Less than 6 months 6-12 months 1 - 2 years 2 - 5 years Over 5 years Total contractual cashflows Carrying amount of liabilities
Trade payables 1,774 - - - - 1,774 1,774
Lease liabilities 676 658 1,040 2,681 1,092 6,147 5,364
Financial liabilities at fair value through profit and loss 1,144 - 4,680 3,597 - 9,421 8,149
3,594 658 5,720 6,278 1,092 17,342 15,287
Interest rate risk
As at 31 December 2024 the Group has no material interest rate risk exposure.
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily US Dollars. The Group
monitors exchange rate movements closely and ensures adequate funds are
maintained in appropriate currencies to meet known liabilities.
The Group's exposure to foreign currency risk at the end of the reporting
period, expressed in Currency Units, was as follows:
FY 24 FY 23
USD '000s EUR '000s ZAR '000s USD '000s EUR '000s ZAR '000s
Cash and cash equivalents 5,018 674 428 5,025 1,031 9
Trade receivables 10,743 574 - 7,308 829 -
Trade payables (1,367) (191) (99) (631) (206) (178)
The Group is exposed to foreign currency risk on the relationship between the
functional currencies of the Group companies and the other currencies in which
the Group's material assets and liabilities are denominated. The table below
summaries the effect on profit and loss had the functional currencies of the
Group weakened or strengthened against these other currencies, with all other
variables held
constant.
FY 24 FY 23
£'000s £'000s
10% weakening of functional currency 25 230
10% strengthening of functional currency (25) (230)
The impact of a change of 10% has been selected as this has been considered
reasonable given the current level of exchange rates and the volatility
observed both on a historical basis and market expectations for future
movements.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates to their
carrying value.
Capital risk management
The Group defines capital as being share capital plus all reserves, which
amounted to £129.1 million as at 31 December 2024 (FY 23: £119.6 million).
The Group's objectives when managing capital are to:
• Safeguard their ability to continue as a going concern, so that
they can continue to provide returns for shareholders and benefits for other
stakeholders; and
• Maintain an optimal capital structure to reduce the cost of
capital.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders or
issue new shares.
26. Related party disclosures
Related parties, following the definitions in IAS 24, are the Group's
subsidiary companies, members of the Board, key management personnel and their
families, and shareholders who have control or significant influence over the
Group. Refer to note 11 for key management personnel compensation disclosures.
The Directors' Report contains details of Board remuneration.
In FY 24, travel costs include £6,470 (FY 23: £6,550) for the hire of an
aeroplane from Aviation E LLP. Stephen Newton, a member of the Board, is a
member of Aviation E LLP.
In FY 24, revenue includes £41,204 for services performed for Cape Point
Guest Lodges (Pty) Ltd and £48,824 for services performed for Cape Point Wine
(Pty) Ltd. Stephen Newton, a member of the Board, is a Director of both Cape
Point Guest Lodges (Pty) Ltd and Cape Point Wine (Pty) Ltd.
Company related party transactions are disclosed in notes 16 and 18.
27. Events after the reporting date
An interim Ordinary share dividend in respect of FY 24 of 6.3 pence per
Ordinary share was paid on 17 February 2025.
The Directors are proposing a final Ordinary share dividend in respect of FY
24 of 11.5 pence per share.
As at 25 April 2025, in accordance with the Financial Conduct Authority's
Disclosure and Transparency Rules, the Company continues to have 48,187,415
Ordinary shares in issue, of which none are held in Treasury.
The total number of voting rights in the Company is 48,187,415. This figure of
48,187,415 may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change in their interest in, the share capital of the
Company under the FCA's Disclosure and Transparency Rules.
28. Reserves
Share capital
Share capital represents the nominal value of share capital subscribed.
Share premium
The share premium account is used to record the aggregate amount or value of
premiums paid when the Company's shares are issued at a premium, net of
associated share issue costs.
Capital redemption reserve
The capital redemption reserve is a non-distributable reserve into which
amounts are transferred following the redemption or purchase of the Company's
own shares.
EBT share reserve
The EBT share reserve represents the cost of shares repurchased and held in
the employee benefit trust ("EBT").
Merger relief reserve
This reserve records the amounts above the nominal value received for shares
sold, less transaction costs in accordance with section 610 of the Companies
Act 2006.
Foreign currency translation reserve
The foreign currency translation reserve represents exchange differences that
arise on consolidation from the translation of the financial statements of
foreign subsidiaries.
Retained earnings
The retained earnings reserve represents cumulative net gains and losses
recognised in the statement of comprehensive income and equity-settled
share-based payment reserves and related deferred tax on share-based payments.
29. Ultimate controlling party
There is no ultimate controlling party as at 31 December 2024.
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