REG - Elixirr Intnl PLC - Interim Results
22/09/2025 07:02
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250922:nRSV1129Aa&default-theme=true
RNS Number : 1129A Elixirr International PLC 22 September 2025
Elixirr International plc
("Elixirr", the "Company" or the "Group")
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2025
Record first half with full-year outlook enhanced by the acquisition of TRC
Advisory
Elixirr International plc (ELIX.L), an established, global award-winning,
challenger consultancy, is pleased to report its unaudited interim results for
the six months ended 30 June 2025 (H1 25). Comparative unaudited results are
presented for the six months ended 30 June 2024 (H1 24).
Financial Highlights
· 35% increase in revenue compared to H1 24, with revenue totalling
£71.4m (H1 24: £53.0m) and Group record revenue achieved in five of the six
months in the period
· Organic revenue growth of 17% compared to H1 24
· 42% increase in adjusted EBITDA ( 1 ) compared to H1 24, totalling
£21.5m (H1 24: £15.1m), with an adjusted EBITDA margin of 30.0% (H1 24:
28.5%)
· 38% increase in adjusted profit before tax ('PBT') ( 1 ),
totalling £20.1m (H1 24: £14.5m)
· 35% increase in adjusted diluted earnings per share ('EPS') ( 1 )
compared to H1 24, totalling 29.0p (H1 24: 21.5p)
· 12% increase in free cash flow compared to H1 24, totalling £7.9m
(H1 24: £7.0m)
Key highlights include:
H1 25 H1 24 Change
Revenue £71.4m £53.0m +35%
Adjusted EBITDA ( 1 ) £21.5m £15.1m +42%
Adjusted EBITDA margin 30.0% 28.5% +1.5pp
Adjusted profit before tax ( 1 ) £20.1m £14.5m +38%
Adjusted diluted EPS ( 1 ) 29.0p 21.5p +35%
1 In order to provide better clarity to the underlying performance of the
Group, Elixirr uses adjusted EBITDA, adjusted PBT and adjusted EPS as
alternative performance measures ('APMs'). Please refer to note 2 of the
Group's interim condensed consolidated financial statements.
Operating Highlights
· In H1 25, Elixirr continued to deliver strong growth and significant
outperformance against the wider consulting market ( 2 ), underpinned by a
successful transition from AIM to the Main Market of the London Stock Exchange
on 1 July 2025.
· We continued to unlock additional value from previous
acquisitions, achieving £14.7m cross-sell revenue in H1 25 - 78% growth on
the comparable period (H1 24: £8.3m).
· The number of £1m+ clients increased from 22 in H1 24 to 31 in H1
25 ( 3 ), demonstrating Elixirr's ability to deepen and maintain
relationships with clients.
· We have maintained strong momentum across all four pillars of our
growth strategy (stretch existing Partners, hire Partners, promote Partners
and acquire complementary businesses), highlighting the demand for Elixirr's
wide-ranging and integrated service offering across the Group.
o Revenue per Partner increased 8% to £2.3m (H1 24: £2.1m), driven by
continued growth within existing accounts, a wider range of services to sell
and improved leverage of senior delivery teams.
o We strengthened our Partner team with key external Partner hires,
bringing decades of consulting and industry expertise across the US and UK.
These appointments enhance Elixirr's capabilities in large-scale technology,
cloud transformation, and ERP-led change programmes. Recent additions include
Stuart Stern and Conrad Troy.
o Notable internal promotions included Portia Thornhill, with two
further Partner promotions effective October 2025: Tash Rostance and Nick
Greenwood. These developments underscore Elixirr's ongoing commitment to
nurturing and advancing internal talent.
o We have today separately announced the acquisition of US strategy
firm, TRC Advisory, LLC ("TRC"). TRC is a fast-growing US-based consultancy
helping its clients define and deploy strategies to outperform. Its business
focuses on four areas of expertise: growth strategy and value creation,
pricing excellence, commercial effectiveness and resource productivity. This
is Elixirr's largest acquisition to date, partially funded by an increase to
£65m in our revolving credit facility with National Westminster Bank plc, a
US$20.25 million term loan and the issuance of new Ordinary Shares.
· We were again recognised on Forbes' World's Best Management Consulting
Firms 2025 list, Forbes' America's Best Management Consulting Firms 2025 list,
and the Financial Times' UK Leading Management Consultants 2025 list, among
other accolades, demonstrating our growing reputation and brand value.
· During the period, Graham Busby (formerly CFO) was appointed Deputy
Chief Executive Officer ('CEO'). Nick Willott (formerly Finance Director and
Company Secretary) was appointed as Chief Financial Officer ('CFO') and to the
Elixirr Board.
2 MCA - Growth Forecast:
(https://www.mca.org.uk/press-releases/mca-forecasts-growth-and-highlights-continuing-improvements-in-social-mobility-in-the-consulting-sector)
Average consulting market revenue growth forecast of 3.6% from 2024 to 2025,
in comparison to Elixirr's 17% organic growth, and 35% overall, from H1 24 to
H1 25.
3 On a 12-month trailing basis.
Current Trading and Outlook
The Board remains confident in delivering organic FY 25 trading results in
line with market expectations and enhanced by the acquisition of TRC Advisory.
Commenting on the results, Stephen Newton, Founder and Chief Executive
Officer, said:
"H1 25 has been an exceptional and transformative period for Elixirr, marked
by continued record-breaking profitable growth.
"Our entrepreneurial mindset and ambition to push the boundaries of what's
possible has driven a series of impressive firsts for the firm. Our successful
move from AIM to the Main Market of the London Stock Exchange on 1 July
underscored an excellent H1 and was a particularly proud milestone and a
testament to the commitment of our team and scale of our ambitions.
"As we broaden our market access through our growing client base and targeted
acquisitions, we remain focused on helping our clients navigate their most
critical challenges. With our acquisition of TRC Advisory, we are
well-positioned to unlock even greater opportunities for our clients,
shareholders and our team in the years ahead."
Enquiries:
For enquiries, please refer to our Investor Contacts page:
https://www.elixirr.com/investors/investor-contacts
Elixirr International
plc
+44 (0)20 7220 5410
Stephen Newton, Chief Executive Officer
Graham Busby, Deputy Chief Executive Officer
Nick Willott, Chief Financial Officer
investor-relations@elixirr.com
Cavendish Capital Markets Ltd
(Broker)
+44 (0)20 7220 0500
Stephen Keys, Callum Davidson (Corporate Finance),
Sunila de Silva (ECM)
Notes to editors
Elixirr is an award-winning global consulting firm working with clients across
a diverse range of industries, markets and geographies. Founded in 2009, the
firm set out to be the 'challenger consultancy' and do things differently than
the large corporate consultancies dominating the industry: working openly and
collaboratively with clients from start to finish, delivering outcomes based
on innovative thinking, not methodology, and treating each client's business
like their own. Elixirr was quoted on the AIM market of the London Stock
Exchange in 2020 and listed on the Main Market of the London Stock Exchange in
July 2025. In addition to strong organic growth, Elixirr has acquired eight
boutique firms - Den Creative, Coast Digital, The Retearn Group, iOLAP,
Responsum, Insigniam, Hypothesis and TRC Advisory - to grow the Group's
capabilities, diversify the business, expand into new geographies and access
new clients.
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.
Disclaimer
This announcement contains certain statements that are, or may be, forward
looking statements with respect to the financial condition, results of
operations, business achievements and/or investment strategy of the Company.
Such forward looking statements are based on the Board's expectations of
external conditions and events, current business strategy, plans and the other
objectives of management for future operations, and estimates and projections
of the Company's financial performance. Though the Board believes these
expectations to be reasonable at the date of this document they may prove to
be erroneous. Forward looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
achievements or performance of the Group, or the industry in which the Group
operates, to be materially different from any future results, achievements or
performance expressed or implied by such forward looking statements.
INTERIM MANAGEMENT REPORT
Financial Performance Review
H1 25 H1 24 Change
Revenue £71.4m £53.0m +35%
Gross profit £24.3m £17.4m +40%
Adjusted EBITDA ( 1 ) £21.5m £15.1m +42%
Adjusted EBITDA margin 30.0% 28.5% +1.5pp
Adjusted profit before tax ( 1 ) £20.1m £14.5m +38%
Adjusted diluted EPS ( 1 ) 29.0p 21.5p +35%
Net cash/(debt) (£6.8m) £22.1m N/A
Free cash flow £7.9m £7.0m +12%
1 In order to provide better clarity to the underlying performance of the
Group, Elixirr uses adjusted EBITDA, adjusted PBT and adjusted EPS as
alternative performance measures ('APMs'). Please refer to note 2 of the
Group's interim condensed consolidated financial statements.
The Board is pleased to report that the Group delivered a strong performance
in H1 25, demonstrating continued growth in revenue and adjusted EBITDA, in
line with our ambition to build the best consultancy in the world, focused on
the technology of tomorrow. We have continued to provide our clients with a
broad portfolio of exceptional services, capitalising on the recent
acquisition of Hypothesis and the Partners hired and promoted in FY 24.
During H1 25, Group revenue increased to £71.4m with five record revenue
months. This represents 35% absolute revenue growth compared to H1 24. Organic
revenue growth was 17%, with £9.7m growth from expanding existing client
accounts. Growth from new clients has increased significantly to £9.4m in H1
25 from £6.4m in H1 24. This growth in both new and existing clients
highlights our rising brand strength and capacity to win new work, deepen key
relationships, and sustain high retention, while harnessing the networks of
new Partners from the market and through acquisitions.
The following revenue bridge displays the elements of the growth in revenue
from £53.0m in H1 24 to £71.4m in H1 25.
The Group's revenue growth was supported by continued profitability. Group
gross profit increased by 40% to £24.3m (H1 24: £17.4m) and was delivered at
a 34% gross profit margin (H1 24: 33%). Group adjusted EBITDA increased by 42%
compared to H1 24, totalling £21.5m (H1 24: £15.1m), and profitability
improved with an adjusted EBITDA margin of 30% (H1 24: 29%).
EBITDA growth resulted in a 38% increase in adjusted profit before tax to
£20.1m (H1 24: £14.5m), which includes the finance costs of the revolving
credit facility. Adjusted diluted earnings per share grew by 35% to 29.0p (H1
24: 21.5p), which is materially consistent with adjusted profit before tax
growth.
Net debt of £6.8m represents cash (£2.8m) net of the revolving credit
facility (£9.7m). The facility was utilised during the period to partially
fund a combination of net EBT share purchases (£12.1m) and Elixirr Digital
Inc, Elixirr AI and Insigniam earn-out payments (£4.8m). Free cash flow
increased by 12% compared to H1 24, a smaller increase than EBITDA, mainly due
to a larger H1 25 debtors working capital outflow, reflecting stronger debtor
collections at December 2024 (versus December 2023), with the swing in H1 25
coming off a particularly strong base.
Net assets as at 30 June 2025 totalled £120.1m (31 December 2024: £132.1m).
The decrease in net assets during H1 25 includes the net increase in the cost
of shares held by the EBT of £6.7m, foreign currency translation losses of
£5.6m following the weakening of the US dollar, net of retained profit for
the period of £0.4m (after the FY 24 final and interim dividends totalling
£8.4m and net loss on the sale of shares by the EBT of £5.1m).
Operational Review
During the first half of FY 25, Elixirr capitalised on its diverse Group-wide
offering to deliver outstanding client outcomes, deepening existing
partnerships and building new relationships. Highlights include:
· Increased cross-sell across the Group, achieving £14.7m cross-sell
revenue in H1 25 - 78% growth on the comparable period (H1 24: £8.3m), with
particular focus on continuing to leverage the networks of all our
acquisitions
· Scaled relationships with existing clients, growing our 'gold clients'
(clients with £1m+ revenue) by 41% whilst simultaneously generating new
client relationships
· Hosted Elixirr's inaugural Capital Markets Day, highlighting our
work and differentiated approach across AI, digital, data and technology. The
event provided investors with the opportunity to engage directly with the
Partners delivering this work and to hear candid perspectives directly from
our senior clients
· Held the Elixirr Group's annual Executive Summit, bringing together
C-suite leaders to discuss the impact of emerging generational dynamics in
business and how to succeed in an AI-native world
· Became the Official Digital Transformation Partner to both British
Cycling and Gravel Burn, with a mandate to overhaul data and digital
ecosystems and develop scalable platforms to significantly enhance the athlete
and fan experience
· Celebrated our second cohort of graduates from our Data and AI
Academy in South Africa, designed to give recent graduates hands-on experience
in the IT industry. The programme helps us grow our own expert talent pool and
expand our Centre of Excellence beyond Croatia, while giving back to the
countries and communities that have contributed to Elixirr's success. Four of
the fifteen graduates have joined Elixirr on a permanent basis
During the period, we implemented the following Board and Executive changes:
Ian Ferguson stepped down from the Board to become a Board Advisor and Elixirr
announced the appointment of Graham Busby as Deputy CEO and Nick Willott as
CFO. Nick also joined the Board with effect from 1 January 2025.
In H1 25, we helped our clients tackle a variety of challenges, including:
· Embarking on a global ERP transformation across 140 countries with a
$10bn global energy company, developing and optimising a critical service
delivery team during country transitions, achieving overall system stability
and reducing the original budget by 60% through various optimisations
· Partnering with a multinational facilities company to design and
implement a new IT target operating model, strategy and execution roadmap,
accelerating business-critical initiative delivery by 40% and boosting
stakeholder satisfaction by 35% through consistent prioritisation
· Working with a leading non-profit to bridge the digital gap across
its processes for assessing and implementing charitable initiatives, designing
a target state platform to replace manual, disconnected workflows, unlocking
greater efficiency, transparency, collaboration and human connection
· Defining a three-horizon roadmap with 50+ initiatives across data,
AI and analytics for a major US retail & consumer goods company seeking to
remain competitive in a data-driven market
Elixirr has been acknowledged in H1 25 through multiple awards and accolades,
including:
· Recognised on the World's Best Management Consulting Firms list
and America's Best Management Consulting Firms list by Forbes for 2025
· Listed as one of the UK's Leading Management Consultants 2025 by the
Financial Times for our work across Data, Finance, Risk & Compliance,
Innovation, Growth & New Business Models
· Recognised by Consultancy.UK as a Top Consulting Firm in the UK,
earning platinum and gold rankings in twelve service areas, including
Strategy, Data Science, Management and Innovation
· Listed on the Global Outsourcing 100® in 2025, the annual list of
the world's best outsourcing service providers and advisors compiled by the
International Association of Outsourcing Professionals (IAOP®)
Growth Strategy
Elixirr's growth strategy remains focused on maximising the potential of
existing Partners, promoting internal talent, attracting new Partners, and
pursuing strategic acquisitions to enhance capability and market presence.
1. Stretching our 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 H1 25, revenue per Partner increased by 8% from £2.1m in H1 24 to
£2.3m in H1 25. This continues the growth in this metric in each year since
listing in 2020, driven by a multi-faceted approach that includes stronger
client relationship management, a diversified and expanding service offering,
and a robust incentivisation model.
2. Promoting Partners from within
In January 2025, Portia Thornhill was promoted to Partner. She serves as
General Counsel for the firm. Portia brings several decades of legal
experience, working both in private practice and as an in-house lawyer
advising public companies.
Elixirr also announced two more Partner promotions, effective October 2025 -
Nick Greenwood and Tash Rostance. Nick, who joined Elixirr in 2016 and rose
through every rank to become Partner, has played a key role in shaping the
firm's Technology M&A practice, advising clients across industries on
strategic change initiatives, divestment and integration programmes. Tash
first joined Elixirr as a consultant in 2017, where she led one of our first
US clients. She has spent the last few years in the Group Chief Operating
Officer ('COO') function, playing an integral role in Elixirr's acquisition
strategy and ongoing integrations, developing teams and ensuring the smooth
and efficient operation of the Group.
Of Elixirr's current Partner team, thirteen have been promoted from the
Principal grade. Growing our own talent is also key to our future success, and
we have remained focused on developing Principal talent during the first half
of the year with both hiring at this grade externally as well as promoting
Managers into the Principal grade.
3. Hiring new Partners
We have continued to progress our third growth pillar, hiring two new Partners
so far in 2025.
Stuart Stern joined us in H1 25, bringing over 30 years of experience across
both consulting and industry. Stuart has held senior leadership roles at
Slalom, AWS and Accenture, leading major transformation programmes and complex
cloud migrations for some of the world's largest companies. He has also served
as VP of IT Strategy & Delivery at a Fortune 500 utility and pipeline
company, and as Americas CIO at Allianz Global Corporate & Specialty,
leading a major divestiture.
Conrad Troy also joined us in H1 25. Conrad is a digital transformation and
ERP leader, previously holding senior roles at Deloitte, Infosys and KPMG,
where he built and led global SAP practices, delivering major business
transformation programmes across industries. He brings deep expertise in ERP
strategy, AI integration, and creating transformation business cases that
drive growth, efficiency and improved client outcomes.
In addition, we continue to build a pipeline of future Partner hires in key
strategic focus areas and geographies.
4. Acquiring new businesses
During H1 25, we were very pleased with the performance of our most recent
acquisitions, Insigniam (acquired December 2023) and Hypothesis (acquired
October 2024). Insigniam complements the Group's existing service offerings by
bringing specialist services in transformation, leadership alignment, cultural
change and executive coaching, as well as additive industries such as
healthcare, pharma and biotech. Hypothesis brings deep expertise in research,
insights and strategy, strengthening Elixirr's ability to deliver data-driven,
end-to-end solutions to clients. Hypothesis also brings a strong blue-chip
client base, particularly in the consumer, technology and entertainment
industries.
Acquiring top-quality businesses remains a key priority of our growth
strategy. Looking across all our acquisitions saw the creation of additional
value for our clients in H1 25, with £14.7m cross-sell revenue having been
achieved in the period - 78% growth on the cross-sell revenue generated in H1
24. Through this proven growth, we will continue to add to our suite of
capabilities and enhance our service offering for our clients, bringing new
entrepreneurial leaders into our existing Partner team.
Post-period Events
1. Admission to Main Market
The transition from AIM to the Main Market of the London Stock Exchange,
completed on 1 July 2025, represented a natural next step in the Group's
evolution as a high-growth, tech-enabled consultancy, and a move which
reflects the scale, maturity and ambition of Elixirr. Having delivered against
key performance benchmarks, including the Rule of 40 and Rule of 50, and with
a differentiated strategy focused on scale, profitability and innovation, the
Main Market listing enhances Elixirr's access to broader institutional capital
and index inclusion - supporting long-term value creation for shareholders.
Elixirr will join the FTSE SmallCap Index with effect from 22 September
2025.
2. Increased Debt Facilities
On 18 September 2025, Elixirr announced an increase in its revolving credit
facility with National Westminster Bank plc from £45m to £65m and the option
of a US$20.25m term loan to support delivery of the Group's organic and
inorganic growth strategy, whilst limiting equity dilution.
3. Acquisition
On 19 September 2025, Elixirr completed the acquisition of TRC, a US-based
strategy consultancy, enhancing the firm's capabilities in strategy,
go-to-market models, pricing disciplines and resource productivity. TRC brings
deep expertise in the industrials and manufacturing sectors, working with
leading organisations to deliver measurable business impact and significantly
strengthening Elixirr's presence in these markets. Through the acquisition of
TRC, we are pleased to add six new Partners to our team: Founder and Managing
Director, Tim Romberger; Mason Kissell; Cyrus Patel; Mark Skoskiewicz; Garan
Geist; and Hemal Vyas.
Outlook
The Board remains confident in delivering organic FY 25 trading results in
line with market expectations and enhanced by the acquisition of TRC Advisory.
Gavin Patterson Stephen Newton
Chairman
Chief Executive Officer
Principal Risks and Uncertainties
Consistent with other consulting and advisory businesses, we are exposed to a
range of risks which, if not managed effectively, could impact our ability to
deliver on our strategic objectives and may adversely affect our performance.
We have assessed our key risks, which are consistent with those outlined in
our Prospectus published 24 June 2025 (see pages 9-18) in connection with our
move from AIM to the Main Market. These include risks related to winning new
client mandates; cross-selling and up-selling services to existing clients;
attracting and retaining key personnel; executing and integrating
acquisitions; maintaining key client relationships; protecting our brand and
reputation; innovating and developing new capabilities; our exposure to
clients in the financial services sector; and the potential impact of
underutilisation of our Partners and employees or rising costs.
We regularly review our risk management framework to ensure it reflects the
evolving nature of our business and the markets in which we operate.
Directors' Responsibility Statement
The Directors confirm, to the best of their knowledge, that the condensed
consolidated set of financial statements has been prepared in accordance with
International Accounting Standard 34 'Interim Financial Reporting' as adopted
by the United Kingdom and that the interim management report includes a fair
review of the information required by:
· DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first six months
of the current financial year and that have materially affected the financial
position or the performance of the Group during that period; and any changes
in the related party transactions described in the Annual Report 2024 that
could do so.
By order of the Board
19 September 2025
Stephen Newton Graham Busby
Nicholas Willott
Chief Executive Officer Deputy
Chief Executive Officer Chief
Financial Officer
Interim Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2025
Six months ended Six months ended
30 June 2025 30 June 2024
Unaudited Unaudited
Note £'000s £'000s
Revenue 71,410 53,034
Cost of sales (47,086) (35,684)
Gross profit 24,324 17,350
Administrative expenses (7,431) (5,065)
Operating profit before M&A and Main Market-related items 16,893 12,285
Depreciation 881 710
Amortisation of intangible assets 1,496 1,031
Share-based payments 13 2,188 1,112
Adjusted EBITDA 21,458 15,138
M&A-related items 4 (161) (15)
Main Market listing costs 4 (795) -
Operating profit 15,937 12,270
Net finance expense (578) (252)
Profit before tax 15,359 12,018
Taxation (4,343) (3,179)
Profit for the period 11,016 8,839
Exchange differences on translation of foreign operations (5,630) 166
Total comprehensive income for the period 5,386 9,005
Basic earnings per Ordinary Share (p) 5 23.2 18.9
Diluted earnings per Ordinary Share (p) 5 21.3 17.1
Adjusted basic earnings per Ordinary Share (p) 5 31.7 23.7
Adjusted diluted earnings per Ordinary Share (p) 5 29.0 21.5
All results relate to continuing operations.
The notes form part of these interim condensed consolidated financial
statements.
Interim Condensed Consolidated Statement of Financial Position
As at 30 June 2025
As at As at As at
30 June 2025 31 December 2024 30 June 2024
Unaudited Audited Unaudited
Note £'000s £'000s £'000s
Assets
Non-current assets
Intangible assets 6 123,738 130,334 100,335
Property, plant and equipment 4,428 4,927 4,941
Other receivables 7 3,013 3,023 1,968
Loans to shareholders 7 9,093 7,399 7,316
Deferred tax asset 4,177 3,830 4,147
Total non-current assets 144,449 149,513 118,707
Current assets
Trade and other receivables 7 22,880 18,385 17,839
Corporation tax receivable - 467 -
Cash and cash equivalents 2,844 7,527 22,148
Total current assets 25,724 26,379 39,987
Total assets 170,173 175,892 158,694
Liabilities
Current liabilities
Trade and other payables 8 26,641 25,675 20,481
Loans and borrowings 10 1,129 1,530 1,197
Corporation tax 108 - 382
Other creditors 9 3,457 5,564 4,405
Total current liabilities 31,335 32,769 26,465
Non-current liabilities
Loans and borrowings 10 13,024 3,366 3,588
Deferred tax liability 3,350 3,632 2,132
Other non-current liabilities 9 2,348 4,012 3,940
Total non-current liabilities 18,722 11,010 9,660
Total liabilities 50,057 43,779 36,125
Net assets 120,116 132,113 122,569
Equity
Share capital 11 52 52 52
Share premium 11 33,702 33,702 29,557
Capital redemption reserve 2 2 2
EBT share reserve 12 (9,641) (2,897) (2,001)
Merger relief reserve 11 46,870 46,870 46,870
Foreign currency translation reserve (4,176) 1,457 544
Retained earnings 53,307 52,927 47,545
Total shareholders' equity 120,116 132,113 122,569
Interim Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2025
Share capital Share premium Capital redemption reserve EBT share reserve Merger relief reserve Foreign currency translation reserve Retained earnings Total
£'000s
£'000s £'000s £'000s £'000s £'000s £'000s £'000s
As at 31 December 2023 and 01 January 2024 52 29,922 2 (1,745) 46,870 378 44,083 119,562
Comprehensive income
Profit for the period - - - - - - 8,839 8,839
Other comprehensive income - - - - - 166 - 166
Transactions with owners
Dividends - - - - - - (6,907) (6,907)
Share-based payments - - - - - - 960 960
Deferred tax recognised in equity - - - - - - 570 570
Sale of Ordinary Shares - (365) - 1,295 - - - 930
Acquisition of Ordinary Shares - - - (1,551) - - - (1,551)
As at 30 June 2024 52 29,557 2 (2,001) 46,870 544 47,545 122,569
Comprehensive income
Profit for the period - - - - - - 7,540 7,540
Other comprehensive income - - - - - 913 - 913
Transactions with owners
Ordinary Share issues - 6,402 - - - - - 6,402
Share-based payments - - - - - - 1,061 1,061
Deferred tax recognised in equity - - - - - - (726) (726)
Current tax recognised in equity - - - - - - 1,419 1,419
Sale of Ordinary Shares - (2,257) - 9.616 - - (3,912) 3,447
Acquisition of Ordinary Shares - - - (10,512) - - - (10,512)
As at 31 December 2024 and 01 January 2025 52 33,702 2 (2,897) 46,870 1,457 52,927 132,113
Comprehensive income
Profit for the period - - - - - - 11,016 11,016
Other comprehensive income - - - - - (5,633) - (5,633)
Transactions with owners
Dividends - - - - - - (8,400) (8,400)
Share-based payments - - - - - - 1,894 1,894
Deferred tax recognised in equity - - - - - - 227 227
Current tax recognised in equity - - - - - - 714 714
Sale of Ordinary Shares - - - 11,356 - - (5,071) 6,285
Acquisition of Ordinary Shares - - - (18,101) - - - (18,101)
As at 30 June 2025 52 33,702 2 (9,641) 46,870 (4,176) 53,307 120,116
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 Employee Benefit Trust ('EBT') share reserve represents the cost of shares
repurchased and held in the 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 tax on share-based payments.
Interim Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2025
Six months ended Six months ended
30 June 2025 30 June 2024
Unaudited Unaudited
Note £'000s £'000s
Cash flows from operating activities:
Cash generated from operations 15 11,731 10,650
Taxation paid (2,984) (3,018)
Net cash generated from operating activities 8,747 7,632
Cash flows from investing activities:
Purchase of property, plant and equipment (32) (32)
Software development costs (117) (132)
Payment for acquisition of subsidiary, net of cash acquired (4,752) (162)
Interest received 100 191
Net cash utilised in investing activities (4,801) (135)
Cash flows from financing activities:
EBT Ordinary share purchases (17,956) (1,796)
EBT Ordinary share sales 5,878 1,295
Loans to shareholders (2,350) (500)
Loans repaid by shareholders 550 765
Proceeds from borrowings 18,782 -
Repayment of borrowings (9,078) -
Interest and transaction costs paid on borrowings (334) -
Ordinary share dividends paid to shareholders (3,007) (2,485)
Lease liability payments (703) (536)
Interest paid (126) (123)
Net cash utilised in financing activities (8,344) (3,380)
Net (decrease)/increase in cash and cash equivalents (4,398) 4,117
Cash and cash equivalents at beginning of the period 7,527 18,130
Effects of exchange rate changes on cash and cash equivalents (285) (99)
Cash and cash equivalents at the end of the period 2,844 22,148
Notes to the Group's Interim Condensed Consolidated Financial Statements
1. Basis of Preparation and Significant Accounting Policies
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 share capital of the Company is listed on
the London Stock Exchange. The address of the registered office is 12 Helmet
Row, London, EC1V 3QJ and the Company number is 11723404.
The consolidated financial statements were authorised for issue in accordance
with a resolution of the Directors on 19 September 2025.
1.2. Basis of preparation
These condensed consolidated financial statements have been prepared in
accordance with UK-adopted International Accounting Standards (IAS) 34
'Interim Financial Reporting'. They do not include all disclosures that would
otherwise be required in a complete set of financial statements and should be
read in conjunction with the Annual Report 2024. The financial information for
the half years ended 30 June 2025 and 30 June 2024 do not constitute statutory
accounts within the meaning of Section 434(3) of the Companies Act 2006 and
are unaudited.
The annual financial statements of Elixirr International plc are prepared in
accordance with UK-adopted International Accounting Standards. The comparative
financial information for the year ended 31 December 2024 included within this
report does not constitute the full statutory accounts for that period. The
Annual Report 2024 has been filed with the Registrar of Companies. The
Independent Auditor's Report on the Annual Report 2024 was unqualified, did
not draw attention to any matters by way of emphasis, and did not contain a
statement under section 498(2) and 498(3) of the Companies Act 2006.
The accounting policies adopted are consistent with those of the previous
financial year except for income tax expense, which is recognised based on
management's estimate of the weighted average effective annual income tax rate
expected for the full financial year. They are consistent with those of the
corresponding interim reporting period.
1.3. Basis of consolidation
These financial statements consolidate the financial statements of the Company
and its subsidiary undertakings as at 30 June 2025.
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
These 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
IFRS 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 1.6.1.
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.
1.6. Material accounting policies
Please refer to the Group's last annual consolidated financial statements for
full disclosure of the principal accounting policies that have been adopted in
the preparation of these interim condensed consolidated financial statements.
There have been no new accounting standards or policies adopted during the
period that have had a material impact on the Group. The key accounting
policies that affected the Group in the period are set out below.
1.6.1. 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 period ending 30 June
2025. 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 sources 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 the period 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.
1.6.2. 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 Value Added Tax. 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 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.
1.6.3. 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.
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.
1.6.4. 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.
1.6.5. 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 3 years.
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
1.6.6. 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.
1.6.7. 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.
1.6.8. Employee benefits
Post-retirement benefits
The Group pays into defined contribution pension schemes on behalf of
employees, which 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 equity instruments, 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. For share option and employee
share purchase plans 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 13 for further details.
1.6.9. Earnings per share
The Group presents basic and diluted earnings per share on both a statutory
and adjusted basis.
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. For share options, 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. Alternative Performance Measures ('APMs')
In order to provide better clarity to the underlying performance of the Group,
Elixirr uses adjusted EBITDA, adjusted PBT 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, adjusted PBT 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 and Main Market-related items. Adjusted PBT excludes the following
items from profit before tax: amortisation charges, share-based payments,
non-recurring M&A and Main Market-related items and M&A-related
non-cash finance costs. Adjusted EPS excludes the following items from profit
after tax: amortisation charges, share-based payments, non-recurring M&A
and Main Market-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:
H1 25 H1 24
£'000s £'000s
Profit before tax 15,359 12,018
Adjusting items:
M&A-related items (note 4) 161 15
Main Market listing costs (note 4) 795 -
Amortisation of intangible assets 1,496 1,031
Share-based payments 2,188 1,112
Finance cost - contingent consideration 136 367
Adjusted profit before tax 20,135 14,543
Depreciation 881 710
Net finance cost/(income) (excluding contingent consideration) 442 (115)
Adjusted EBITDA 21,458 15,138
The table below sets out the reconciliation of the Group's adjusted profit
after tax to adjusted profit before tax:
H1 25 H1 24
£'000s £'000s
Adjusted profit before tax 20,135 14,543
Tax charge (4,343) (3,179)
Tax impact of adjusting items (778) (272)
Adjusted profit after tax 15,014 11,092
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 5 for further detail.
H1 25 H1 24
P p
Adjusted EPS 31.7 23.7
Adjusted diluted EPS 29.0 21.5
3. Segmental Reporting
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. The
Directors therefore consider that the Group has one operating segment. As
such, no additional disclosure has been recorded under IFRS 8.
4. M&A and Main Market-related items
H1 25 H1 24
£'000s £'000s
M&A-related items:
- Transaction costs 10 15
- Employment-related contingent consideration 151 -
Main Market listing costs 795 -
5. 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 performance 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:
H1 25 H1 24
Basic and Diluted EPS
Profit attributable to the Ordinary equity holders of the Group used in 11,016 8,839
calculating basic and diluted EPS (£'000s)
Basic earnings per Ordinary share (p) 23.2 18.9
Diluted earnings per Ordinary share (p) 21.3 17.1
H1 25 H1 24
Adjusted Basic and Diluted EPS
Profit attributable to the ordinary equity holders of the Group used in 15,014 11,092
calculating adjusted basic and diluted EPS (note 2) (£'000s)
Adjusted basic earnings per Ordinary share (p) 31.7 23.7
Adjusted diluted earnings per Ordinary share (p) 29.0 21.5
H1 25 H1 24
Number Number
Weighted average number of shares
Weighted average number of ordinary shares used as the denominator in 47,437,162 46,850,312
calculating non-adjusted and adjusted basic EPS
Number of dilutive Ordinary shares 4,335,596 4,735,999
Weighted average number of ordinary shares used as the denominator in 51,772,758 51,586,311
calculating non-adjusted and adjusted diluted EPS
6. Goodwill and Intangible Fixed Assets
Goodwill Trademarks Customer Relationships Order Book Software Total
£'000s £'000s £'000s £'000s £'000s £'000s
Cost
At 31 December 2023 and 93,661 7,135 5,939 1,548 433 108,716
01 January 2024
Additions - - - - 172 172
Gains/(losses) from foreign exchange 263 - 28 10 (3) 298
At 30 June 2024 93,924 7,135 5,967 1,558 602 109,186
Acquisition of business 24,658 - 4,666 752 - 30,076
Additions - - - - 70 70
Gains from foreign exchange 947 - 203 39 64 1,253
At 31 December 2024 119,529 7,135 10,836 2,349 736 140,585
Measurement period adjustment 1,274 - - - - 1,274
At 31 December 2024 (restated) 120,803 7,135 10,836 2,349 736 141,859
Additions - - - - 78 78
Losses from foreign exchange (5,812) - (756) (198) (60) (6,826)
At 30 June 2025 114,991 7,135 10,080 2,151 754 135,111
Amortisation
At 31 December 2023 and - (5,577) (1,392) (842) - (7,811)
01 January 2024
Charge for the period - (241) (441) (305) (44) (1,031)
Gains/(losses) from foreign exchange - - (7) (5) 3 (9)
At 30 June 2024 - (5,818) (1,840) (1,152) (41) (8,851)
Charge for the period - (206) (676) (403) (72) (1,357)
Losses from foreign exchange - - (23) (17) (3) (43)
At 31 December 2024 - (6,024) (2,539) (1,572) (116) (10,251)
Charge for the period - (172) (868) (354) (102) (1,496)
Gains from foreign exchange - - 212 152 11 375
At 30 June 2025 - (6,196) (3,196) (1,774) (207) (11,373)
Net book value
At 30 June 2024 93,924 1,317 4,127 406 561 100,335
At 31 December 2024 119,529 1,111 8,297 777 620 130,334
At 30 June 2025 114,991 939 6,884 377 547 123,738
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.
As set out in the FY 24 annual report, the contingent consideration amount
recognised at 31 December 2024 for Hypothesis was estimated and pending
finalisation. During H1 25 the amount was finalised and agreed with the
sellers of Hypothesis, resulting in an adjustment to the fair value of the
contingent consideration payable. As a result of this, the table above shows
the corresponding measurement period adjustment to goodwill.
In line with IAS 36, the carrying value of goodwill is not subject to
systematic amortisation but is reviewed at least annually for impairment. The
Group performs an annual impairment assessment. At 30 June 2025, the Directors
determined that there are no indications that the assets held are at risk of
impairment.
Customer Relationships and Order Book
Additions in FY 24 represent the fair value of customer relationships and the
order book from the acquisition of Hypothesis.
The fair values were determined by applying the Multi-Period Excess Earnings
method. The amortisation charge is recognised within administrative expenses.
7. Receivables
H1 25 FY 24
£'000s £'000s
Non-current assets
Loans to shareholders 9,093 7,399
Other receivables 3,013 3,023
12,106 10,422
Current assets
Trade receivables 19,001 15,665
Less: allowance for doubtful debts - (42)
Trade receivables - net 19,001 15,623
Prepayments and deposits 2,478 1,939
Contract assets 1,390 804
Other receivables 11 19
22,880 18,385
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 s455 tax receivable.
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.
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 expected credit loss
on trade and other receivables was not material at the current or prior period
ends.
8. Trade and Other Payables
H1 25 FY 24
£'000s £'000s
Trade payables 2,781 2,293
Other taxes and social security costs 1,628 1,590
Accruals 10,671 14,536
Dividend payable 5,393 -
Contract liabilities 5,431 6,369
Other payables 737 887
26,641 25,675
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.
9. Other Creditors and Other Non-current Liabilities
H1 25 FY 24
£'000s £'000s
Other creditors
Contingent consideration 3,318 5,558
Employment-related contingent consideration 137 6
3,455 5,564
Other non-current liabilities
Dilapidations 330 373
Cash-settled share-based payments 913 724
Contingent consideration 1,106 2,915
2,349 4,012
Contingent consideration in H1 25 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.
Cash-settled share-based payments include obligations for the Group's
employers' NI on options that are yet to vest. Refer to note 13 for further
details.
Other non-current liability payments fall due beyond 12 months from the
reporting date.
10. Loans and Borrowings
H1 25 FY 24
£'000s £'000s
Current liabilities
Right of use lease liability 1,129 1,530
1,129 1,530
Non-current liabilities
Right of use lease liability 3,352 3,366
Revolving credit facility 9,672 -
13,024 3,366
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.
At 30 June 2025 the Group had £35.3 million of the facility unutilised.
Revolving credit facility at 30 June 2025:
Currency Amount Rate
£'000s %
GBP 9,672 SONIA + margin %
USD - SOFR + margin %
The margin rate ranges from 1.95% to 2.60% and is dependent on leverage.
11. Share capital, Share premium and Merger Relief Reserve
H1 25 & FY 24
Issued shares Par value Merger relief reserve Share premium
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
The total number of voting rights in the Company at 30 June 2025 was
48,187,415.
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.
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.
12. Employee Benefit Trust ('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:
H1 25
Shares held in EBT Weighted average cost Total cost
Number £ £'000s
Ordinary shares 1,291,767 7.42 9,591
Redeemable Preference shares 50,001 1.01 50
1,341,768 9,641
FY 24
Shares held in EBT Weighted average cost Total cost
Number £ £'000s
Ordinary shares 483,823 5.88 2,846
Redeemable Preference shares 50,001 1.01 50
533,824 2,897
13. Share-based Payments
Share Option Plans
The Group operates EMI, CSOP and unapproved share option plans with time-based
and performance-based vesting conditions.
During H1 25, a total of 2,006,784 (H1 24: 2,000,392) share options were
granted to employees and senior management. The weighted average fair value of
the options awarded in the period is £2.13 (H1 24: £1.68) per share.
Details of share option awards made are as follows:
Number of share options (000's) Weighted average exercise price (£)
Outstanding at 31 December 2024 12,753 4.71
Granted 2,007 8.13
Exercised (166) 1.53
Forfeited (373) 5.66
Outstanding at 30 June 2025 14,221 5.20
Exercisable at 30 June 2025 1,701 3.15
For the options exercised during H1 25, the weighted average share price at
the date of exercise was £7.34.
The options outstanding at 30 June 2025 had a weighted average remaining
contractual life of 2.4 years (H1 24: 2.5 years) and a weighted average
exercise price of £5.20 (H1 24: £4.08) 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:
H1 25 H1 24
Weighted average share price at grant date (£) 7.89 5.63
Weighted average exercise price (£) 8.13 5.82
Volatility (%) 38.2% 38.8%
Weighted average vesting period (years) 4.6 4.5
Risk free rate (%) 4.1% 4.0%
Expected dividend yield (%) 3.3% 2.3%
Expected volatility was determined by calculating the historic volatility of
the Company's share price. 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 H1 25.
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 H1 25, the Company awarded 202,139 (H1 24: 233,690) matching shares on
the basis of one matching share for every one employee share purchased during
FY 24. The matching shares vest equally over a 5-year period with the first
tranche vesting on 31 January 2026.
Details of ESPP awards made are as follows:
Number of ESPP awards (000's)
Outstanding at 31 December 2024 341
Granted 202
Vested and converted to shares (77)
Forfeited (39)
Outstanding at 30 June 2025 427
Exercisable at 30 June 2025 -
Restricted Share Awards ('RSA')
During H1 25 the Company granted restricted share awards to Graham Busby,
Deputy Chief Executive Officer, and Nick Willott, Chief Financial Officer, to
further align the incentives of the executive management team with growing
shareholder value.
The restricted share awards were granted in respect of Ordinary Shares,
comprising 476,000 shares to Graham and 135,870 to Nick. The share awards
remain subject to forfeiture conditions during the vesting period to 31
December 2027. Until then, the legal title to the shares is held by the
Elixirr International Employee Benefit Trust ('EBT') on behalf of the
beneficiaries. Vesting is subject to the continued tenure of each executive
during the vesting term and the achievement of adjusted diluted EPS targets.
14. Ordinary Dividends
An interim Ordinary share dividend in respect of the financial year ended 31
December 2024 of 6.3 pence per Ordinary share was paid on 17 February 2025.
The Board proposed a final Ordinary share dividend in respect of the financial
year ended 31 December 2024 of 11.5 pence per Ordinary share, which was
approved by shareholders at the Annual General Meeting in June 2025, and paid
on 20 August 2025.
15. Cash Flow Information
Cash generated from operations:
H1 25 H1 24
£'000s £'000s
Profit before taxation 15,359 12,018
Adjustments for:
Depreciation and amortisation 2,377 1,741
Net finance expense 578 252
Share-based payments 2,129 1,056
Employment-related contingent consideration 151 -
Increase in trade and other receivables (4,409) (1,292)
Decrease in trade and other payables (4,718) (3,068)
Foreign exchange losses/(gains) 264 (57)
11,731 10,650
16. 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.
In H1 25, travel costs include £14,182 (H1 24: £6,470) 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 H1 25, revenue includes £58,797 (H1 24: Nil) for services performed for
Cape Point Guest Lodges (Pty) Ltd and £12,681 (H1 24: £3,707) 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.
17. Events After the Reporting Date
As disclosed in note 4, costs of £0.8m related to listing on the Main Market
of the London Stock Exchange were recognised in H1 25. Following the reporting
date, the Company completed its listing on the Main Market on 1 July 2025.
Total costs of the Main Market listing were £1.5m including the amount
recognised in H1 25.
On 20 August 2025 the Company paid the final Ordinary share dividend in
respect of the financial year ended 31 December 2024. The amount paid of
£5.4m represented 11.5 pence per Ordinary share.
On 18 September 2025, Elixirr agreed an increase in its revolving credit
facility with National Westminster Bank plc from £45m to £65m and the option
of a US$20.25m term loan to support delivery of the Group's organic and
inorganic growth strategy, whilst limiting equity dilution.
On 19 September 2025, the Group acquired all the issued and outstanding
membership interests of TRC, a US-based growth strategy consultancy firm,
enhancing the firm's capabilities in strategy, go-to-market models, pricing
disciplines and resource productivity. TRC brings deep expertise in the
industrials and manufacturing sectors, working with leading organisations to
deliver measurable business impact and significantly strengthening Elixirr's
presence in these markets.
The Group acquired TRC for a maximum enterprise value of US$125m, which
consists of:
· Initial consideration of US$41m payable in cash, subject to
customary completion adjustments and holdbacks;
· Initial consideration of US$16m to be satisfied by issuing 1,428,526
Elixirr International plc Ordinary shares at a price of £8.20 per share;
· Contingent consideration of up to US$68m, comprised of:
o Top-up consideration of up to US$32m, to be determined by 30 April 2026
and, if earned, based on the achievement of agreed FY 25 EBITDA performance
targets, will be payable up to US$24m in cash and up to US$8m to be satisfied
by the issue of further Ordinary shares.
o Earn-out consideration of up to US$36m, payable over three years (FY
26, FY 27 and FY 28) in three instalments, at the Company's discretion, either
in cash or through the issue of further Ordinary shares.
Disclosure of the amounts recognised as of the acquisition date for each major
class of assets acquired and liabilities assumed, fair value adjustments and
goodwill on the acquisition of TRC has not been made given the limited amount
of time available between the acquisition date and the date this interim
report was authorised for issue.
As at 19 September 2025, in accordance with the Financial Conduct Authority's
Disclosure and Transparency Rules, the Company has 49,615,941 Ordinary shares
in issue, of which none are held in Treasury. The total number of voting
rights in the Company is 49,615,941. This figure of 49,615,941 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR SFSFDUEISELU
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Elixirr International
See all newsREG - Elixirr Intnl PLC - Director/PDMR Shareholding
AnnouncementREG - Official List - Official List Notice
AnnouncementREG - Stock Exch Notice - Admission to Trading - 24/09/2025
AnnouncementREG - Elixirr Intnl PLC - Interim Results
AnnouncementREG - Elixirr Intnl PLC - Acquisition of TRC Advisory, LLC
Announcement