REG - Elixirr Intnl PLC - Results for the year ended 31 December 2025
Today 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260420:nRST9698Aa&default-theme=true
RNS Number : 9698A Elixirr International PLC 20 April 2026
ELIXIRR INTERNATIONAL PLC
("Elixirr", the "Company" or the "Group")
Results for the year ended 31 December 2025
FY 25 momentum continues: revenue up 34%, adjusted EBITDA up 42%
Elixirr International plc (ELIX.L), an established, global, award-winning
challenger consultancy, is pleased to announce its final results for the year
ended 31 December 2025.
Financial Highlights
The Group delivered a record financial performance in FY 25, driven by strong
demand for its AI-enabled, technology-led advisory services and continued
disciplined execution. The Board is also pleased to recommend a final dividend
for FY 25 of 15.0p per share, payable in August, bringing the total dividend
for the year to 22.6p, a 27% increase on FY 24.
Key highlights include:
Metric FY 25 FY 24 Change (%)
Revenue £149.6m £111.3m +34%
Adjusted EBITDA £44.3m £31.2m +42%
Adjusted EBITDA Margin 29.6% 28.0% +1.6pp
Adjusted Profit Before Tax £41.0m £29.7m +38%
Adjusted Diluted EPS 58.7p 43.1p +36%
Free Cash Flow £31.1m £28.1m +11%
Total Dividend per Share 22.6p 17.8p +27%
Year-end Net Cash/(Debt) (£24.1m) £7.5m
Operating Highlights
· AI and technology are core growth drivers, with AI-enabled work the
fastest-growing segment (AI-related revenue up >260% year-on-year) and over
45 internally developed AI tools embedded across workflows to enhance
productivity, while Elixirr's senior-led, agile, non-pyramidal model positions
it strongly for an AI-enabled consulting market
· Successfully transitioned to the Main Market of the London Stock
Exchange, supporting the Group's next phase of growth and ambition for FTSE
250 inclusion, alongside a material improvement in share liquidity and market
quality
· Deepened client relationships and revenue quality, with £1m+ clients
increasing from 27 in FY 24 to 34 in FY 25, and more than 65% of top 10
clients retained for over three years, reflecting strong repeat business and
long-term partnerships
· Delivered strong cross-sell momentum across the platform, with
cross-sell contribution exceeding £80m since IPO and over £37m in FY 25
(~25% of Group revenue), demonstrating the strength of the integrated,
multi-capability model
· We maintained strong momentum across all four pillars of our growth
strategy (stretch existing Partners, hire Partners, promote Partners and
acquire complementary businesses), underpinning the scalability of the Group's
platform
o Increased revenue per Partner to £4.4m (FY 24: £4.1m), supported by deeper
account penetration, cross-sell and disciplined commercial execution
o Continued to strengthen senior leadership and talent density, with two new
Partners appointed, three promoted internally and a further four Partner hires
already completed in FY 26, adding deep expertise in AI, data and technology
transformation
o Expanded capabilities and industry depth through acquisitions, with TRC
Advisory enhancing growth strategy, pricing and commercial effectiveness
capabilities and increasing exposure to private equity, and Kvadrant
establishing a Nordic foothold and strengthening the European platform
· Further strengthened governance, Board capability and controls to
reflect the Group's increasing scale, complexity and Main Market status,
supporting disciplined growth and enhancing oversight of risk and internal
controls
· Delivered our inaugural Capital Markets Day, showcasing AI, data,
tech and digital capabilities through live demonstrations and partner-led
sessions, reinforcing the depth, integration and scalability of the Group's
platform
· Continued external recognition of performance and culture, with the
Group featured in leading industry rankings including the Financial Times and
Forbes lists
Current Trading & Outlook
Elixirr has entered FY 26 with a record Q1, trading in line with management
expectations and providing a solid foundation for the year ahead. The Group's
diversification by geography, capability and industry vertical supports
resilience across varying market conditions, while continued demand for
AI-enabled, technology-led advisory plays to Elixirr's strengths. As AI
reshapes how consulting is delivered, the Board believes the Group's
senior-led, agile model is well positioned to adapt and capture this
opportunity. With strong fundamentals, a scalable platform and a growing,
diversified client base, Elixirr remains confident in its ability to deliver
sustainable growth and long-term value.
Commenting on the results, Founder & CEO, Stephen Newton, said:
"FY 25 has been a defining year for Elixirr. We delivered record revenues and
sustained industry-leading profitability, completed our transition to the Main
Market and further strengthened our capabilities, particularly in AI, whilst
also expanding our geographic footprint through acquisitions. This performance
reflects the strength of our differentiated, equity-backed model, the quality
and ambition of our people, and the deep trust we continue to build with our
clients.
"As AI reshapes both client demand and the way consulting is delivered, we
believe our senior-led, technology-enabled model is becoming even more
relevant. AI was the fastest growing part of our business last year. With a
scalable platform, diversified client base and strong financial foundations,
we enter our next phase with confidence as we progress towards our ambition of
FTSE 250 inclusion."
Investor Presentation
A presentation relating to the Company's FY 25 Results will be held via
Investor Meet Company on 21 April 2026, 13:00 BST for all existing and
potential shareholders.
Investors can sign up to Investor Meet Company for free and request to meet
Elixirr International plc via:
https://www.investormeetcompany.com/elixirr-international-plc/register-investor
(https://www.investormeetcompany.com/elixirr-international-plc/register-investor)
After the webcast, a recording will be available at
https://www.elixirr.com/en-gb/investors/results/
(https://www.elixirr.com/en-gb/investors/results/)
Enquiries:
For enquiries, please refer to the Company's Investor Contacts page:
https://www.elixirr.com/investors/investor-contacts
(https://www.elixirr.com/investors/investor-contacts)
Elixirr International plc
+44
(0)20 7220 5410
Stephen Newton, Chief Executive Officer
Graham Busby, Deputy Chief Executive Officer
Nicholas Willott, Chief Financial Officer and Company Secretary
investor-relations@elixirr.com (mailto:investor-relations@elixirr.com)
Cavendish Capital Markets Ltd (Broker)
+44 (0)20 7220
0500
Stephen Keys, Callum Davidson, Isaac Hooper (Corporate Finance),
Sunila de Silva (ECM)
About Elixirr International plc
Elixirr is an award-winning global consulting firm working with clients across
a diverse range of industries, markets and geographies. Founded in 2009, the
firm set out to be the 'challenger consultancy' and do things differently than
the large corporate consultancies dominating the industry: working openly and
collaboratively with clients from start to finish, delivering outcomes based
on innovative thinking, not methodology, and treating each client's business
like their own. Elixirr was quoted on the AIM market of the London Stock
Exchange in 2020 and listed on the Main Market of the London Stock Exchange in
July 2025. In addition to strong organic growth, Elixirr has acquired nine
boutique firms - Den Creative, Coast Digital, The Retearn Group, iOLAP,
Responsum, Insigniam, Hypothesis, TRC Advisory, Kvadrant Consulting - 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.
Non-Executive Chairman's Report
Overview
I am pleased to introduce Elixirr's Annual Results for FY 25, a year that
marked a significant step forward in the Group's scale, market maturity and
long-term growth trajectory. During the year, Elixirr continued to deliver
strong growth and profitability while further scaling its differentiated
advisory model and completing its transition to the Main Market of the London
Stock Exchange.
In an environment where clients remain selective in their investment
decisions, the Elixirr group of companies (Group) has delivered impressive
financial performance whilst maintaining strong margins. This reflects not
only the quality of our client relationships, but also the strength and
adaptability of our operating model. Importantly, this performance
demonstrates that the Group can grow in scale and broaden its platform while
retaining the profitability and discipline that underpin long-term value
creation.
During the year, we continued to strengthen our strategic capabilities,
particularly in AI and advanced technology advisory. As AI reshapes both
client priorities and the consulting market, Elixirr is well positioned to
support senior leaders through this change. Our model, which combines
strategic insight, technology expertise and practical implementation, is
inherently aligned with a more AI-enabled consulting environment, where value
is increasingly driven by speed, adaptability and outcome delivery rather than
scale of resource.
We are also seeing this translate into the nature of client demand. AI-enabled
engagements are typically broader, more strategic and more closely linked to
measurable outcomes, reinforcing our focus on high-value mandates. At the same
time, AI is enhancing how we deliver, improving productivity and enabling
faster execution, which further strengthens our competitive positioning.
We have also continued to deepen and diversify our client base. The number of
significant, long-term "gold" client relationships (where clients have
generated >£1m revenue in the financial period) has increased. This
evolution strengthens the resilience of the business and provides a strong
foundation for sustainable future growth.
Strategy
The Board remains confident in Elixirr's growth strategy, which balances
organic expansion with disciplined inorganic investment and is underpinned by
our entrepreneurial, equity-backed model. This model is particularly well
suited to an AI-enabled consulting market, where success is increasingly
determined by the ability to combine experienced judgement with technology and
deliver outcomes efficiently.
Our differentiated, equity-based structure ensures strong alignment with
long-term value creation. During FY 25, we continued to invest in talent
development through the promotion of high-performing Principals to Partner,
further strengthening our succession pipeline and leadership continuity. We
also welcomed new Partner hires and enhanced our Board capability through an
additional Non-Executive Director appointment in January 2026, ensuring our
governance framework evolves in line with the Group's growth, scale and
increasing technological sophistication.
A defining milestone during the year was Elixirr's transition in July 2025
from AIM to the Main Market of the London Stock Exchange. This was an
important step in the Group's evolution as a larger and more institutionally
relevant listed business. The strategic rationale behind this move was that
the Main Market provides a stronger platform to enhance our profile, attract
top talent, and compete more effectively with global consulting firms. It also
offers access to broader pools of capital, including investors unable to
invest in AIM companies, and supports the potential future inclusion in
indices such as the FTSE 250, thus improving liquidity and passive investment.
Overall, the move is expected to increase visibility, align our valuation more
closely with our peers, and reinforce confidence in our long-term performance
as we continue on our journey.
Inorganic growth remained an important strategic lever during the year. The
acquisitions of TRC Advisory LLC (TRC) in Chicago in September 2025, and
subsequently Kvadrant Consulting A/S (Kvadrant Consulting) in Copenhagen after
the end of FY 25, further broadened the Group's platform geographically and by
capability, including in areas closely aligned to AI-driven transformation. To
support continued strategic flexibility, the Group extended its revolving
credit facility. We are focused on ensuring that recent acquisitions are fully
embedded operationally and culturally, which is central to sustaining earnings
quality and unlocking cross-selling opportunities across the Group. The Board
is encouraged by the early benefits of this integration and remains
disciplined in evaluating future opportunities.
Together, our organic momentum, strengthened capabilities and disciplined
M&A approach provide a strong platform for continued growth, with AI
acting as both a driver of demand and an enabler of delivery, and positioning
Elixirr to benefit from the structural shift underway in the consulting
market.
Dividend
The Group policy continues to be to pay two dividends a year, with an interim
dividend in February and a final dividend in August. An interim dividend of
7.6p per ordinary share of 0.005p each in the capital of the Company (Ordinary
Share) was paid to shareholders on 24 February 2026.
The Board is pleased to recommend a final dividend for FY 25 of 15.0p per
Ordinary Share, payable in August 2026 making a total dividend of 22.6p for
the FY 25 financial year, a 27% increase on the FY 24 dividend. The final
dividend will be recommended to shareholders at the AGM in June 2026. The FY
25 final dividend will have a total cash cost of £7.5 million.
Governance
As a Main Market listed company, Elixirr is committed to maintaining high
standards of corporate governance consistent with the UK Corporate Governance
Code 2024 (UKCG). The Board recognises that effective governance is
fundamental to sustainable long-term success and to maintaining the confidence
of shareholders and stakeholders. During FY 25, the Board continued to
strengthen its oversight of strategy, risk management and internal controls,
while further developing the governance framework needed to support a larger
and more complex Group following the transition to the Main Market.
The appointment of an experienced Non-Executive Director (Bill Michael)
shortly after the FY 25 reporting period further enhanced the balance of
skills, independence and constructive challenge at Board level. The Board
remains focused on maintaining a strong control environment, embedding a
culture of accountability and transparency, and regularly reviewing governance
effectiveness to support long-term value creation.
Outlook
As AI continues to alter the economics and delivery of parts of the consulting
market, the Board believes Elixirr's differentiated, senior-led model leaves
the Group well positioned to benefit from that shift.
Looking ahead to FY 26, the Board remains confident about Elixirr's
trajectory. The Group's continued profitability, expanding capabilities and
diversified client base provide a strong foundation for sustained growth and
continued progress towards our ambition of FTSE 250 inclusion.
Gavin Patterson
Non-Executive Chairman
17 April 2026
Chief Executive Officer's Report
Overview
FY 25 was a year in which Elixirr delivered strong growth and continued
profitability, completed its move to the Main Market and materially broadened
the Group's platform both geographically and by capability.
The Group delivered revenue of £149.6 million (FY 24: £111.3 million),
representing growth of 34% year-on-year, while maintaining strong Adjusted
EBITDA of £44.3 million and a margin of 29.6% (FY 24: 28.0%). This
performance reflects the resilience of our model, the sustained demand for
high-impact advisory services and the increasing relevance of a delivery model
that combines senior strategic judgement with deep data, technology and AI
capabilities.
In July 2025, Elixirr moved from AIM to the Main Market of the London Stock
Exchange, marking a significant milestone in our evolution as a public
company. The move strengthens our market profile, broadens access to
institutional capital, supports our ambition for future FTSE 250 inclusion and
further reinforces our governance framework. Taken together, these benefits
improve visibility and liquidity and strengthen confidence in our long-term
growth trajectory.
Expanded US operations, the TRC acquisition, investments in AI and advanced
technology, and growth in senior leadership strengthened the Group, whilst
strong margins highlighted the resilience and scalability of our model. During
the year, we worked with over 250 active clients, with the US accounting for
63% of Group revenue (FY 24: 55%).
Our differentiated proposition that combines strategy-led advisory with deep
technology, data and AI expertise continues to resonate across industries and
geographies. Increasingly, we are bringing strategy consultants, change
experts, AI specialists and engineers together on the same engagements,
enabling clients to move from strategic intent to practical execution
faster.
Importantly, we continued to diversify our client base during the year. The
number of clients generating more than £1 million of annual revenue rose from
27 in FY 24 to 34 in FY 25. This continued broadening of our revenue base,
alongside higher levels of repeat client work, strengthens the resilience of
the business and supports long-term, high-quality growth.
AI and Advanced Technology
AI is not new to Elixirr. We have been building AI and machine learning
capability for more than a decade. Today, it is an increasingly important part
of our client offering and a meaningful enabler across our own business. In FY
25, AI-related engagements accounted for a larger share of Group revenue and
were the fastest-growing part of the business. These engagements are typically
broader in scope, more strategic, and more closely tied to measurable client
outcomes.
Our business model is structurally aligned with this shift. As AI reduces the
need for repetitive, lower-value tasks, traditional pyramid-based,
time-and-materials models are coming under pressure. Elixirr's senior-led,
outcome-focused model enables us to integrate AI without disruption and
benefit from these changing dynamics.
Additionally, we are seeing clear operational benefits. Supported by more than
45 internally developed AI tools embedded into our workflows, we achieved
significant productivity gains in key consulting processes during the year. In
proposal generation, for example, work is now taking around 10% of the time it
previously required, with similar improvements being tracked in
statement-of-work generation and knowledge management. These capabilities
accelerate delivery and enhance the quality and consistency of our work.
Client demand continues to shift towards outcome-focused engagements that move
from strategy through to execution and delivery of return on investment. AI
enables faster, more targeted delivery, aligned with our outcome-based pricing
model. For example, we recently worked with a major European bank to redesign
its product development lifecycle using an AI-native model. The programme is
expected to deliver them over £200 million in benefits over ten years, reduce
product development cycles to as little as 2-6 weeks, and deliver an 18%
reduction in long-term technology run costs.
Importantly, we have strengthened the data foundations underpinning our own
capabilities through an advanced data layer, enabling AI-driven efficiencies
across internal processes including proposal development and legal workflows.
Furthermore, a key differentiator is our integrated delivery model, combining
strategy consultants, industry specialists and AI engineers to move from
insight to implementation more effectively. Finally, we continue to expand our
capability to build bespoke AI solutions for clients and are developing
proprietary AI agents based on our own data, creating potential for scalable,
repeatable solutions over time.
AI is driving a structural shift in consulting, increasing the importance of
speed, adaptability and outcome delivery. With our agile structure, senior-led
model and continued investment in AI, Elixirr is perfectly positioned to
capture this opportunity and deliver sustained value for both us and our
clients.
FY 25 Performance
In FY 25 Elixirr generated revenue of £149.6 million - representing a 34%
increase on the prior year (£111.3 million). Figure 1 below illustrates the
key drivers of revenue growth from £111.3 million in FY 24 to £149.6 million
in FY 25.
Figure 1: FY 25 Revenue Bridge (year ending 31 December 2025)
Organic revenue growth increased to 15.3% year-on-year in FY 25 (net +£17
million revenue) compared to a net +£11.1 million in revenue (FY 24: 13%
year-on-year) achieved in FY 24. Growth from existing clients accounted for
£14.5 million (FY 24: £9.7 million), reflecting deeper account penetration
and cross-selling capabilities, while new client wins contributed £16.8
million (FY 24: £11.4 million). This was partially offset by £14.3 million
of revenue attrition from end-of-programme projects.
Adjusted EBITDA increased by 42% to £44.3 million (FY 24: £31.2 million),
with margin increasing to 29.6% (FY 24: 28.0%). Cash conversion remained
strong with free cash flow of £31.1 million and the Group ended the year with
net debt of £24.1 million.
To maintain strategic flexibility, we extended the Group's revolving credit
facility to £65 million in FY 25 (FY 24: £45 million) and secured a US$20
million term loan, providing additional capacity to support disciplined
M&A while limiting equity dilution. At year-end we had £51.0 million of
revolving credit facility headroom and our financial covenants (interest cover
and leverage ratios) were comfortably within required thresholds.
As we move into FY 26, we are focused on unlocking further cross-capability
revenue opportunities, realising operational synergies, and aligning systems
across our expanded platform as key drivers of margin sustainability and
earnings quality.
Delivering Our Four-Pillar Growth Strategy
Our growth strategy remains grounded in a balanced approach to organic and
inorganic expansion, underpinned by our entrepreneurial, equity-backed model.
There are four key pillars to our growth strategy:
1. Stretching Existing Partners
Driving productivity and deepening client relationships within our established
Elixirr Partner (Partner) cohort remains a core lever of organic growth. In FY
25, revenue per client-facing Partner increased to £4.4 million (FY 24: £4.1
million), reflecting stronger account penetration, cross-selling across
capabilities and disciplined rate realisation.
The number of clients generating more than £1 million in annual revenue
increased from 27 in FY 24 to 34 in FY 25, demonstrating our ability to scale
relationships with strategically important clients. Unlike growth driven
primarily by new hires, this pillar reflects the increasing productivity and
commercial effectiveness of our established Partner cohort.
2. Hiring New Partners
Selective lateral Partner hiring remains an important contributor to Elixirr's
growth. During FY 25, we welcomed two new Partners across key industry
verticals and geographies, strengthening our sector depth and expanding our
client access.
Stuart Stern joined the Group with over 30 years' experience across consulting
and industry. He has held senior leadership roles at Slalom, AWS and
Accenture, leading large-scale transformation programmes and complex cloud
migrations across sectors including life sciences, insurance, transportation
and telecommunications. His experience strengthens our enterprise
transformation capability and senior client relationships in priority markets.
We also welcomed Conrad Troy, an expert in ERP strategy and business
transformation. He previously led Deloitte's global SAP Transformation
Consulting Practice and built Infosys Consulting's European ERP Business
Transformation capability. His focus on integrating AI into operating models
and developing value-led business cases expands our Enterprise Transformation
and AI-enabled advisory proposition.
Early in FY 26, we welcomed Chris Bannocks, Rezwan Shafique, and Hugh Aller as
new Partners. Chris brings more than 30 years of experience leading data,
analytics and AI transformation across global organisations, including senior
roles at ING, Danone and QBE, supporting our continued investment in
accelerating the Group's AI capabilities and leadership. Rezwan brings more
than 20 years of experience across banking and consulting, adding deep
financial services expertise and extensive experience in delivering complex,
value-driven transformation. Hugh brings more than 25 years of financial
services and consulting experience, including senior leadership roles at
Scotiabank and Citi and earlier strategy consulting work at Marakon. He has
deep expertise in banking and capital markets having delivered cross-border
M&A and large-scale transformation programmes.
Our hiring approach remains disciplined and culturally aligned, ensuring new
Partners enhance both capability and long-term value creation. We maintain a
strong pipeline of potential candidates as we continue to scale responsibly.
3. Promoting Partners from Within
Internal promotion remains a defining feature of Elixirr's entrepreneurial,
ownership-focused model. During FY 25, we promoted three Principal-level
employees to Partner (Portia Thornhill, Natasha Rostance and Nicholas
Greenwood), reinforcing our leadership pipeline and continuity. Reflecting
this continued bench building, two additional Principals, Adam Hofmann and
Samuel Alexander, have been promoted to Partner with effect from 1 April 2026.
Both Adam and Samuel are key leaders in our AI and data capabilities.
Revenue generated by promoted Partners now represents approximately 32% of
total Partner-led revenue, demonstrating the effectiveness of our "grow our
own timber" philosophy. This approach strengthens cultural alignment,
preserves our performance standards and supports long-term leadership
sustainability.
4. Acquiring New Businesses
Inorganic growth continues to play a strategic role in enhancing our
capabilities, geographic reach and client access. We target one to two
high-quality acquisitions annually, focusing on businesses that are
strategically complementary and add meaningful value to the Group. Our
dedicated M&A team screened more than 850 potential acquisitions in FY 25,
of which approximately 15% progressed to engagement, reflecting our quality
bar and disciplined approach.
In September 2025, we completed the acquisition of TRC, further expanding our
international footprint. TRC strengthens Elixirr's capabilities across growth
strategy and value creation, pricing excellence and commercial effectiveness,
complementing our established offering to support clients end-to-end. TRC is
performing ahead of our acquisition case.
In January 2026, after the reporting period, the
Company acquired Kvadrant Consulting,
establishing its first Nordic foothold and strengthening access to Northern Europe and the
wider EU market. Kvadrant Consulting is highly complementary to TRC,
combining TRC's strengths in growth strategy, value creation, pricing and
commercial effectiveness with Kvadrant Consulting's expertise in commercial
transformation, go-to market excellence and transaction services. Together,
they strengthen the Group's offering to industrial, corporate and private
equity clients, broaden cross-sell opportunities across a shared
multinational client base, and create a scalable platform for continued
European growth.
Our Firm
Our people remain the foundation of Elixirr's success. The entrepreneurial
spirit, ownership mindset and commitment to excellence demonstrated across the
Group continue to differentiate us in a competitive consulting market. As we
scale, preserving this culture remains a strategic priority.
Our equity participation model reinforces alignment between our people and
long-term shareholder value creation. Participation in our share schemes
remains strong, with 84% of employees in our consulting business enrolled.
This broad-based ownership structure fosters accountability, collaboration and
a long-term perspective across the firm.
Attracting and retaining high-calibre talent remains central to our strategy.
During FY 25, we received over 35,000 applications globally (equating to 417
applicants per hired role) and welcomed 164 new hires into the business,
reflecting both the strength of our employer brand and the selectivity of our
recruitment process. Our university and professional networks across the UK,
US, and Europe continue to provide access to exceptional early-career and
experienced talent, facilitated by our growing brand profile.
The way we build teams is also a differentiator. By combining our consultants
with digital, data and AI technology specialists on client engagements, we are
able to blend commercial insight with technical capability and help clients
implement change more effectively. Innovation remains at the heart of how we
operate and deliver for clients. We are embedding AI into our internal
operations to improve speed and quality across processes such as knowledge
management, statement of work generation, and proposal creation. We have
developed 45 AI-enabled tools for internal use cases and these are delivering
results around 25% faster for our teams, supporting operating leverage,
improving responsiveness to clients and enabling more of our time to be
focused on higher-value problem solving.
Our commitment to developing future talent and contributing to the communities
in which we operate also continued during the year. The Elixirr Data and AI
Academy in South Africa, launched in 2024, is progressing well, providing
practical training, mentorship and career pathways for high-potential
graduates while supporting the development of our global Centre of Excellence
capability.
We also remained committed to supporting our communities by developing future
talent through our social mobility initiatives. In London, our Early Careers
Programme continues in partnership with 26 schools across the Harris
Federation, our chosen partner, and we are excited to be progressing plans to
launch a similar initiative in South Africa in FY 26 in partnership with
Claremont High School.
During the year, the Group's performance and culture continued to receive
external recognition across industry rankings and awards, including the
Financial Times' Leading UK Management Consultants, Forbes America's Best
Management Consulting Firms, and World's Best Management Consulting Firms
lists. While we take pride in these achievements, our focus remains firmly on
delivering sustainable growth, strengthening our capabilities and creating
long-term value for our clients, people and shareholders.
Outlook
Trading in Q1 FY 26 has been in line with management expectations, with record
Q1 revenue providing a solid foundation for the year ahead.
Our diversification by geography, capability and industry vertical supports
resilience across varying market conditions. While AI and emerging
technologies will reshape how consulting is delivered, we believe they are
likely to favour firms that can combine trusted human judgement with technical
execution in an agile, senior-led model. For Elixirr, this shift supports
rather than disrupts our approach. We therefore expect consulting to evolve
rather than diminish, with success determined by the ability to adapt
quickly.
Clients continue to value independent advice, accountability and contextual
understanding, whilst also expecting faster delivery, better use of data and
practical implementation. Elixirr's entrepreneurial culture and flexible
operating model position us well to embed AI directly into our delivery,
enhancing speed, productivity and value creation whilst retaining human
insight and judgement at the centre of our work.
Our ambition remains to progress towards inclusion in the FTSE 250, reflecting
the increasing scale, liquidity and institutional maturity of our business.
Achieving this objective will require profitable growth, continued
diversification of our client base and disciplined leadership of our expanded
capability platform. With strong fundamentals, a scalable business model, and
growing demand for our differentiated approach to solving client challenges,
Elixirr is well positioned to deliver sustainable growth and long-term value
for its shareholders.
Stephen Newton
Chief Executive Officer & Founder
17 April 2026
Financial Review
Financial results summary
FY 25 FY 24 % change
Revenue £149.6m £111.3m +34%
Gross profit £49.7m £35.8m +39%
Adjusted EBITDA* £44.3m £31.2m +42%
Adjusted EBITDA margin* 29.6% 28.0% +1.6PP
Adjusted profit before tax* £41.0m £29.7m +38%
Adjusted diluted earnings per share* 58.7p 43.1p +36%
Dividend per share 22.6p 17.8p +27%
Free cash flow* £31.1m £28.1m +11%
Net cash/(debt) (£24.1m) £7.5m N/A
* In order to provide better clarity to the underlying performance of
the Group, Elixirr uses Adjusted EBITDA, Adjusted profit before tax, Adjusted
earnings per share (EPS) and free cash flow 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 year of strong financial performance
for the Group, delivering record revenue, profit and earnings per share in FY
25. The Group achieved double-digit growth across all key financial metrics,
reflecting continued strong client demand, the benefits of the Group's
differentiated advisory model and the contribution from acquisitions completed
during the year.
Revenue increased by 34% to £149.6 million (FY 24: £111.3 million), while
Adjusted EBITDA increased by 42% to £44.3 million (FY 24: £31.2 million).
Adjusted EBITDA margin improved to 29.6% (FY 24: 28.0%), reflecting operating
leverage from strong organic growth and continued cost discipline.
The Group continues to generate strong levels of cash, delivering free cash
flow of £31.1 million in FY 25 (FY 24: £28.1 million). Net debt at year end
was £24.1 million (FY 24: net cash £7.5 million), reflecting
acquisition-related investment and the utilisation of debt facilities to
support the Group's growth strategy.
During the year, the Group strengthened its financing platform by extending
its revolving credit facility from £45.0 million to £65.0 million and
securing an additional US$20 million term loan with National Westminster Bank
plc. These facilities provide increased financial flexibility to support the
Group's continued organic and inorganic growth strategy, whilst limiting
equity dilution. Further details are set out in note 19 of the Group and
Company Financial Statements.
Revenue
Revenue increased by 34% to £149.6 million in FY 25 compared with £111.3
million in FY 24. The growth was driven by strong organic growth of 15% across
the Group's core consulting capabilities, with the remaining growth from
acquisitions.
Organic growth remained robust during the year, reflecting deeper client
relationships and continued demand for strategy-led advisory services combined
with technology, data and AI expertise. Revenue from existing clients
increased through expanded engagements and cross-selling of capabilities,
while new client wins continued to contribute meaningfully to growth.
The Group also benefited from the acquisition of TRC during the year, which
strengthens the Group's growth strategy, pricing and commercial effectiveness
capabilities and expands its presence in the US market.
Revenue growth was achieved across all geographic regions in which the Group
operates. The United States continues to represent the Group's largest market
and accounted for 63% of Group revenue in FY 25 (FY 24: 55%). This reflects
the continued success of the Group's geographic expansion strategy and the
increasing scale of its North American operations.
Revenue per client-facing Partner increased to £4.4 million in FY 25 (FY 24:
£4.1 million), reflecting stronger account penetration, increased
cross-capability selling and the continued productivity of the Group's Partner
model.
The Group also continued to diversify its client base. The number of clients
generating more than £1 million of revenue increased from 27 in FY 24 to 34
in FY 25. This continued diversification of the revenue base, together with
increased levels of repeat client work, enhances the resilience of the
business and supports sustainable long-term growth.
Group Profitability
Group gross profit increased by 39% to £49.7 million (FY 24: £35.8 million),
reflecting the strong growth in revenue and continued effective management of
delivery resources.
Administrative expenses increased during the year primarily as a result of the
expansion of the Group through acquisition and the amortisation of intangible
assets recognised for those acquisitions.
Adjusted EBITDA increased by 42% to £44.3 million (FY 24: £31.2 million).
The Adjusted EBITDA margin improved to 29.6% (FY 24: 28.0%), reflecting
operating leverage from the Group's scalable model together with the
contribution from acquisitions. The Group continues to deliver
industry-leading profitability.
Adjusted EBITDA growth resulted in a 38% increase in adjusted profit before
tax to £41.0 million (FY 24: £29.7 million), which includes the finance
costs of the revolving credit facility and term loan.
Statutory profit before tax reflects the impact of adjusting items including
Main Market Listing and acquisition-related costs, amortisation of intangible
assets arising on acquisition, share-based payments and movements in
contingent consideration. Further details of adjusting items are set out in
note 3 of the Group and Company Financial Statements.
Net Finance Expense
Net finance expense increased during the year reflecting the Group's
transition from a net cash position to a net debt position following the
expansion of its financing facilities to facilitate the acquisition of TRC.
Finance costs include interest on borrowings under the Group's revolving
credit facility and term loan, together with the finance cost associated with
contingent consideration liabilities and office lease liabilities. These costs
were partially offset by interest income on cash deposits.
The Group maintains prudent leverage levels and retains significant headroom
within its financing facilities.
Taxation
The Group's tax charge reflects the geographical mix of profits and the
applicable statutory tax rates in the jurisdictions in which the Group
operates.
The Group's tax charge for FY 25 was £7.9 million, reflecting a materially
consistent effective tax rate on adjusted profit before tax of 24.2% compared
with 24.7% in FY 24.
The effective tax rate on adjusted profit before tax is broadly consistent
with the UK corporation tax rate, adjusted for overseas tax rates and
permanent differences.
Further details on the Group's taxation are provided in notes 7 and 8 of the
Group and Company Financial Statements.
Earnings Per Share
Adjusted diluted earnings per share increased by 36% to 58.7p (FY 24: 43.1p).
This increase reflects the strong growth in adjusted profit after tax of 38%,
partially offset by the increase in the weighted average number of Ordinary
Shares in issue resulting from the acquisition of TRC.
Adjusting items and their tax impacts are set out in note 3 of the Group and
Company Financial Statements.
Cash Flow
The Group continues to benefit from strong cash generation driven by the
profitability of the business and the asset-light nature of its operating
model.
Net debt of £24.1 million represents cash (£5.1 million) net of the
revolving credit facility and term loan (£29.1 million). The revolving credit
facility and term loan were utilised to facilitate the acquisition of TRC
(£29.2 million) and partially fund a combination of net Elixirr International
Employee Benefit Trust (EBT) share purchases (£13.7 million) and Elixirr
Digital Inc., Elixirr AI Inc., Insigniam LLC and Hypothesis Group, LLC
(Hypothesis) earn-out and holdback payments (£7.2 million).
Free cash flow increased by 11% compared to FY 24, a smaller increase than
EBITDA, mainly due to a larger FY 25 debtors working capital outflow,
reflecting stronger debtor collections at December 2024 (versus December
2023), with the swing in FY 25 coming off a particularly strong base.
Statement of Financial Position
Net assets as at 31 December 2025 totalled £142.5 million (FY 24: £132.1
million). The increase in net assets is as a result of retained earnings for
the year of £4.2 million (£19.7 million retained profit, £5.9 million
add-back of share-based payment charge and related tax, offset by £8.4
million FY 24 dividend and £13.0 million for exercises of equity awards), a
£11.7 million increase in share premium for the share issue associated with
the TRC acquisition, net of foreign currency translation losses of £4.4
million, less the increase in cost of shares held by the EBT of £1.1 million.
The Group's balance sheet continues to reflect the value of the intellectual
capital and client relationships acquired through its acquisitions, alongside
the strong underlying profitability of the business.
The Group remains well capitalised with access to significant liquidity
through its extended revolving credit facility and term loan arrangements,
providing flexibility to support continued organic and inorganic growth.
Dividends
Elixirr paid an interim dividend in respect of FY 24 of 6.3p per Ordinary
Share on 17 February 2025 and a final dividend in respect of FY 24 of 11.5p
per Ordinary Share on 20 August 2025, making a total dividend of 17.8p for FY
24.
An interim dividend in respect of FY 25 of 7.6p per Ordinary Share was paid on
24 February 2026. The Board is pleased to recommend a final dividend for FY 25
of 15.0p per Ordinary Share, making a total dividend of 22.6p for the FY 25
financial year, a 27% increase on the FY 24 dividend.
The final dividend will be recommended to shareholders at the AGM in June
2026. The FY 25 final dividend will have a total cash cost of £7.5 million.
The dividend payment date, record date and ex-date will be announced in due
course.
Group and Company Financial Statements
GROUP STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
Year ended Year ended
31 December 2025
31 December 2024
Note £'000s £'000s
Revenue 4 149,600 111,344
Cost of sales 4 (99,852) (75,537)
Gross profit 49,748 35,807
Administrative expenses (17,664) (11,040)
Operating profit before M&A and Main Market-related items 5 32,084 24,767
Depreciation 1,713 1,485
Amortisation of intangible assets 5,466 2,388
Share-based payments 5,029 2,550
Adjusted EBITDA 3 44,292 31,190
M&A-related items 5 (878) (1,074)
Main Market listing costs (1,473) -
Operating profit 5 29,733 23,693
Finance income 162 394
Finance costs (2,305) (1,198)
Net finance expense 6 (2,143) (804)
Profit before taxation 5 27,590 22,889
Taxation 7 (7,894) (6,510)
Profit for the year 19,696 16,379
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Currency translation on foreign currency net investments (4,367) 1,079
Other comprehensive income, net of tax (4,367) 1,079
Total comprehensive income 15,329 17,458
Basic earnings per Ordinary share (p) 10 41.33 34.80
Diluted earnings per Ordinary share (p) 10 37.18 31.64
All results relate to continuing operations.
The notes form part of these accounts.
Group and Company Statements of Financial Position
As at 31 December 2025
Group Company
31 December 2025 31 December 2024 (restated) 31 December 2025 31 December 2024
Note £'000s £'000s £'000s £'000s
Assets
Non-current assets
Intangible assets 12 197,319 128,809 - -
Property, plant and equipment 14 4,214 4,927 - -
Investments 15 - - 145,092 117,317
Other receivables 16 3,701 3,023 3,129 2,469
Loans to shareholders 16 8,566 7,399 8,566 7,399
Deferred tax asset 8 4,704 3,830 - -
Total non-current assets 218,504 147,988 156,787 127,185
Current assets
Trade and other receivables 16 26,810 18,385 44,068 782
716 467 311 -
Corporation tax receivable
Cash and cash equivalents 17 5,054 7,527 157 1,837
Total current assets 32,580 26,379 44,536 2,619
Total assets 251,084 174,367 201,323 129,804
Liabilities
Current liabilities
Trade and other payables 18 30,316 25,675 16,911 13,487
Loans and borrowings 19 10,589 1,530 - -
- - - 80
Corporation tax
Other creditors 20 22,325 5,564 21,442 -
Total current liabilities 63,230 32,769 38,353 13,567
Net current assets/(liabilities) (30,650) (6,390) 6,183 (10,948)
Non-current liabilities
Loans and borrowings 19 22,933 3,366 13,970 -
Deferred tax liability 8 666 833 - -
Other non-current liabilities 20 21,727 5,286 18,776 -
Total non-current liabilities 45,326 9,485 32,746 -
Total liabilities 108,556 42,254 71,099 13,567
Net assets 142,528 132,113 130,224 116,237
Equity
Share capital 21 52 52 52 52
Share premium 21 45,384 33,702 45,384 33,702
2 2 2 2
Capital redemption reserve
EBT share reserve 22 (4,014) (2,897) (4,014) (2,897)
Merger relief reserve 21 46,870 46,870 46,870 46,870
(2,910) 1,457 - -
Foreign currency translation reserve
57,145 52,927 41,930 38,508
Retained earnings
Total shareholders' equity 142,528 132,113 130,224 116,237
As permitted by Section 408 of the Companies Act, a separate statement of
comprehensive income of the parent Company has not been presented. The
Company's profit for the year was £20.8 million (FY 24: £18.0 million).
The notes form part of these accounts.
Approval
The Financial Statements were approved by the Board of Directors and were
signed on its behalf by:
Stephen Newton
Director & Chief Executive Officer
17 April 2026
Group Statement of Changes in Equity
For the year ended 31 December 2025
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 2023 52 29,922 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
and 01 January 2025
Comprehensive income
Profit for the period - - - - - - 19,696 19,696
Other comprehensive income - - - - - (4,367) - (4,367)
Transactions with owners
Ordinary share issues - 11,682 - - - - - 11,682
Dividends - - - - - - (8,402) (8,402)
Share-based payments - - - - - - 3,966 3,966
Deferred tax recognised in equity - - - - - - 7 7
Current tax recognised in equity - - - - - - 1,938 1,938
Sale of Ordinary Shares - - - 22,779 - - (12,986) 9,793
Acquisition of Ordinary Shares - - - (23,896) - - - (23,896)
As at 31 December 2025 52 45,384 2 (4,014) 46,870 (2,910) 57,145 142,528
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 2025
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 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
and 01 January 2025
Comprehensive income
Profit for the period - - - - - 20,844 20,844
Transactions with owners
Ordinary share issues - 11,682 - - - - 11,682
Dividends - - - - - (8,402) (8,402)
Share-based payments - - - - - 3,966 3,966
Sale of Ordinary Shares - - - 22,779 - (12,986) 9,793
Acquisition of Ordinary Shares - - - (23,896) - - (23,896)
As at 31 December 2025 52 45,384 2 (4,014) 46,870 41,930 130,224
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 2025
Group Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
Note £'000s £'000s £'000s £'000s
Cash flows from operating activities:
Cash generated from operations 24 39,970 35,456 17,890 11,392
Taxation paid (6,964) (6,058) (411) (68)
Net cash generated from operating 33,006 29,398 17,479 11,324
activities
Cash flows from investing activities:
Purchase of property, plant and equipment (73) (84) - -
Software development costs (131) (242) - -
Payment for acquisition of subsidiary, net of cash acquired (36,358) (21,178) - -
Interest received 41 394 12 303
Net cash generated/(utilised) in investing (36,521) (21,110) 12 303
activities
Cash flows from financing activities:
EBT Ordinary share purchases (20,718) (12,178) (20,718) (12,178)
EBT Ordinary share sales 7,019 4,105 7,019 4,105
Loans to shareholders (2,350) (2,500) (2,350) (2,500)
Loans repaid by shareholders 1,198 2,592 1,198 2,592
s455 tax paid re loans to shareholders (660) (949) (660) (949)
Proceeds from borrowings 59,999 13,723 27,150 6,800
Interest and transaction costs paid on borrowings (1,497) (660) (1,298) (612)
Repayment of borrowings (31,435) (14,419) (21,110) (6,800)
Lease liability payments (1,487) (1,103) - -
Interest paid on lease liability (249) (288) - -
Ordinary share dividends paid to shareholders (8,402) (6,907) (8,402) (6,907)
Net cash generated/(utilised) in financing 1,418 (18,584) (19,171) (16,449)
activities
Net decrease in cash and cash equivalents (2,097) (10,296) (1,680) (4,822)
Cash and cash equivalents at the beginning 7,527 18,130 1,837 6,659
of the period
Effects of exchange rate changes on (376) (307) - -
cash and cash equivalents
Cash and cash equivalents at the end 5,054 7,527 157 1,837
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 information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2025 or 31 December 2024
but is derived from those accounts. Statutory accounts for 2024 have been
delivered to the registrar of companies, and those for 2025 will be delivered
in due course. The auditor has reported on those accounts; their reports were
(i) unqualified, (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
The Group financial statements were prepared in accordance with UK-adopted
international accounting standards and the requirements of the Companies Act
2006. Except as described below, the accounting policies applied in the year
ended 31 December 2025 are consistent with those applied in the financial
statements for year ended 31 December 2024.
1.3. Basis of consolidation
These financial statements consolidate the financial statements of the Company
and its subsidiary undertakings as at 31 December 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
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 effects are 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.
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
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 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 TRC. As at 31 December 2025, the maximum potential contingent
consideration payable for TRC is £47.8 million, of which £39.4 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 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 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
2025. 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 or 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 substantively 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 3 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 or 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 or 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 or 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 of 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 at fair value through profit or 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 has 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 ten 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.
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, it adjusts the
carrying amount of the lease liability to reflect the payments to be made over
the revised term. These revised lease payments are discounted using a revised
discount rate, determined at the date of reassessment, in accordance with IFRS
16. 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. Prior period restatement
During the year a reassessment was made of the US tax position regarding
intangible assets arising on historic acquisitions. As a result, a prior year
adjustment was made to reduce the value of deferred tax liabilities with an
off-setting reduction in the value of goodwill by £2.8 million at 1 January
2025 and £1.4 million at 1 January 2024. There is no impact on reported net
assets, reported profit after tax or reported cash flows.
2.16. 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, adjusted EPS and free cash flow 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 EPS and free cash flow 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, non-recurring
Main Market listing costs and non-recurring M&A-related items. Adjusted
EPS excludes the following items from profit after tax: amortisation charges,
share-based payments, non-recurring Main Market listing costs and
non-recurring M&A-related items, M&A-related non-cash finance costs
and their related tax impacts. Free cash flow is calculated after deducting
capital expenditure and office lease costs from net cash generated from
operating activities and interest received.
Amortisation of acquired intangible assets primarily relates to customer
relationships and order books recognised as part of business combinations.
These balances arise from purchase price allocation adjustments required under
IFRS 3 and do not represent costs incurred in the period to generate revenue.
The amortisation charge is therefore dependent on the valuation and useful
economic lives assigned to these assets at the time of acquisition rather than
the underlying operating performance of the Group's activities. Management
therefore excludes these charges when assessing the operating performance of
the business and when monitoring performance against internal budgets and
forecasts.
Similarly, share-based payment charges reflect the accounting valuation of
long-term incentive arrangements granted to employees and senior management
and do not represent cash operating costs incurred in the period. These
charges can also vary significantly depending on valuation assumptions and
vesting outcomes.
The table below sets out the reconciliation of the Group's adjusted EBITDA and
adjusted profit before tax from profit before tax:
FY 25 FY 24
Group £'000s £'000s
Profit before tax 27,590 22,889
Adjusting items:
M&A-related items (note 5) 878 1,074
Main Market listing costs (note 5) 1,473 -
Amortisation of intangible assets 5,466 2,388
Share-based payments 5,029 2,550
Finance cost - contingent consideration 610 757
Adjusted profit before tax 41,046 29,658
Depreciation 1,713 1,485
Net finance cost - excluding contingent consideration 1,533 47
Adjusted EBITDA 44,292 31,190
The table below sets out the reconciliation of the Group's adjusted profit
after tax to adjusted profit before tax:
FY 25 FY 24
Group £'000s £'000s
Adjusted profit before tax 41,046 29,658
Tax charge (7,894) (6,510)
Tax impact of adjusting items (2,036) (819)
Adjusted profit after tax 31,116 22,329
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 the shareholders of the Ordinary Shares 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 25 FY 24
Group p p
Adjusted EPS 65.30 47.44
Adjusted diluted EPS 58.73 43.14
The table below sets out the reconciliation of the Group's net cash generated
from operating activities to free cash flow:
FY 25 FY 24
Group £'000s £'000s
Net cash generated from operating activities 33,006 29,398
Purchase of property, plant and equipment (73) (84)
Software development costs (131) (242)
Interest received 41 394
Lease liability principal payments (1,487) (1,103)
Interest paid on lease liability (249) (288)
Free cash flow 31,107 28,075
4. SEGMENTAL REPORTING
FY 25 FY 24
Group £'000s £'000s
Revenue from contracts with customers arises from:
United Kingdom 32,404 29,622
USA 94,564 61,181
Rest of World 22,632 20,541
Total Revenue 149,600 111,344
FY 25 FY 24
Group £'000s £'000s
Non-current assets:
United Kingdom 56,267 57,415
USA 144,808 77,285
Rest of World 458 561
Total non-current assets 201,533 135,261
Non-current assets disclosed exclude deferred tax and financial assets (loans
to shareholders and other receivables) as required by IFRS 8.
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 25 FY 24
Group £'000s £'000s
Depreciation of property, plant and equipment:
- Owned assets 235 269
- Leased assets 1,478 1,216
Amortisation of intangible assets 5,466 2,388
Share-based payments 5,029 2,550
Foreign exchange losses/(gains) 289 (192)
Main Market listing costs 1,473 -
M&A-related items 878 1,074
- Transaction costs 795 592
- Employment-related contingent consideration 193 6
- Adjustment to contingent consideration (110) 476
The M&A-related cost of £0.9 million in FY 25 includes adjustments to
contingent consideration associated with the acquisition of Elixirr Digital
Inc., employment-related contingent consideration and other non-recurring
costs associated with the acquisition of TRC, as well as other non-recurring
costs in respect of M&A activity.
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.
During the year the Group obtained the following services from the Company's
auditors as detailed below:
FY 25 FY 24
Group £'000s £'000s
Services provided by the Company's auditors:
Audit fees - parent Company and consolidated accounts 69 50
Audit fees - subsidiary companies 160 117
Other permitted services - Main Market listing 127 -
6. Net finance expense
FY 25 FY 24
Group £'000s £'000s
Finance income:
On short term deposits 162 394
162 394
Finance costs:
On contingent consideration (610) (757)
On lease liability (230) (246)
On revolving credit facility (1,252) (195)
On term loan (213) -
(2,305) (1,198)
Net finance expense (2,143) (804)
7. TAXATION ON PROFIT ON ORDINARY ACTIVITIES
Analysis of tax charge:
FY 25 FY 24
Group £'000s £'000s
Current tax
In respect of the current year 9,028 6,804
Adjustments in respect of prior periods (70) -
Total current tax 8,958 6,804
Deferred tax
In respect of the current year (1,064) (294)
Total deferred tax (1,064) (294)
Income tax expense 7,894 6,510
The total current and deferred tax credits recognised directly in equity in
relation to share-based payments was as follows:
FY 25 FY 24
Group £'000s £'000s
Current tax
In respect of the current year (1,938) (1,419)
Total current tax (1,938) (1,419)
Deferred tax
In respect of the current year (7) 156
Total deferred tax (7) 156
Net tax credit (1,945) (1,263)
Numerical reconciliation of income tax expense:
The tax assessed on the profit on ordinary activities for the year is higher
than the standard rate of corporation tax in the UK of 25%.
FY 25 FY 24
Group £'000s £'000s
Profit before taxation 27,590 22,889
Profit on ordinary activities multiplied by the weighted average rate of 6,898 5,722
corporation tax in UK of 25% (FY 24: 25%)
Effects of:
M&A-related items not deductible 532 396
Expenses not deductible 195 400
Difference in overseas tax rates 339 (8)
Adjustments in respect of prior periods (70) -
Total taxation 7,894 6,510
8. DEFERRED TAX
Net deferred tax asset:
The balances comprise temporary differences attributable to:
Group Company
FY 25 FY 24 (restated) FY 25 FY 24
£'000s £'000s £'000s £'000s
Deferred tax liability
Property, plant and equipment (22) (50) - -
Intangible assets (644) (783) - -
Total deferred tax liability (666) (833) - -
Deferred tax asset
Share-based payments 3,514 3,160 - -
Short-term timing differences 1,190 670 - -
Total deferred tax asset 4,704 3,830 - -
Net deferred tax asset 4,038 2,997 - -
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 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 or loss 28 (237) 199 304 294
Exchange rate difference - (68) - 6 (62)
At 31 December 2024 (50) (3,582) 3,160 670 198
Prior period adjustment - 2,799 - - 2,799
At 31 December 2024 (restated) (50) (783) 3,160 670 2,997
Charged to equity - - 7 - 7
Credited to profit or loss 28 118 347 570 1,063
Exchange rate difference - 21 - (50) (29)
At 31 December 2025 (22) (644) 3,514 1,190 4,038
Please refer to note 2.15 for further details on the prior period restatement.
9. ORDINARY DIVIDENDS
The Company paid an interim Ordinary share dividend in respect of FY 24 of 6.3
pence per Ordinary share on 17 February 2025 and a final Ordinary share
dividend in respect of FY 24 of 11.5 pence per Ordinary share on 20 August
2025, making a total dividend of 17.8 pence per Ordinary share for FY 24.
An interim Ordinary share dividend in respect of FY 25 of 7.6 pence per
Ordinary share was paid on 24 February 2026.
The Board is pleased to recommend a final dividend for FY 25 of 15.0 pence per
Ordinary share, making a total dividend of 22.6 pence per Ordinary share for
FY 25. The final dividend will be recommended to shareholders at the AGM in
June 2026. The FY 25 final dividend will have a total cash cost of £7.5
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 25 FY 24
Basic and Diluted EPS
Profit attributable to the Ordinary equity holders of the Group used in 19,696 16,379
calculating basic and diluted EPS (£'000s)
Basic earnings per Ordinary share (p) 41.33 34.80
Diluted earnings per Ordinary share (p) 37.18 31.64
FY 25 FY 24
Adjusted Basic and Diluted EPS
Profit attributable to the Ordinary equity holders of the Group used in 31,116 22,329
calculating adjusted basic and diluted EPS (note 3) (£'000s)
Adjusted basic earnings per Ordinary share (p) 65.30 47.44
Adjusted diluted earnings per Ordinary share (p) 58.73 43.14
FY 25 FY 24
Number Number
Weighted average number of shares
Weighted average number of Ordinary Shares used as the denominator in 47,653,623 47,070,665
calculating non-adjusted and adjusted basic EPS
Number of dilutive shares 5,324,493 4,691,462
Weighted average number of Ordinary Shares used as the denominator in 52,978,116 51,762,127
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 25 FY 24
Group Number Number
Directors, management and Partners 46 38
Provision of services 516 455
Administration 78 72
640 565
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 25 FY 24
Group £'000s £'000s
Wages and salaries 64,708 49,337
Social security costs 7,444 5,522
Pension costs 1,425 1,110
Share-based payment charge 5,029 2,550
78,606 58,518
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 £1.4 million for FY 25 (FY 24: £1.1 million). Contributions amounting to
£0.2 million (FY 24: £0.3 million) were payable to the fund as at 31
December 2025 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 25 FY 24 FY 25 FY 24
£'000s £'000s £'000s £'000s
Aggregate emoluments including short term employee benefits 6,470 6,069 340 210
6,470 6,069 340 210
The share-based payment charge in respect of key management personnel was
£1.8 million (FY 24: £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' Remuneration 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 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
Measurement period adjustment 1,274 - - - - 1,274
Prior period adjustment (2,799) - - - - (2,799)
At 31 December 2024 (restated) 118,004 7,135 10,836 2,349 736 139,060
Acquisition of business (note 13) 58,614 - 17,457 1,837 - 77,908
Additions - - - - 131 131
Losses from foreign exchange (3,811) - (400) (139) (44) (4,394)
At 31 December 2025 172,807 7,135 27,893 4,047 823 212,705
Amortisation
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)
Charge for the year - (318) (2,822) (2,127) (199) (5,466)
Gains from foreign exchange - - 188 143 - 331
At 31 December 2025 - (6,342) (5,173) (3,556) (315) (15,386)
Net book value
At 31 December 2024 (restated) 118,004 1,111 8,297 777 620 128,809
At 31 December 2025 172,807 793 22,720 491 508 197,319
The Company has no intangible assets.
Goodwill
Goodwill arising on the acquisition of a business in FY 25 relates to the
acquisition of TRC 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).
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 FY 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.
At 31 December 2025, £97.1 million of US goodwill and other intangibles
recognised on acquisitions is expected to be deductible for tax purposes over
the relevant remaining tax period (15 years from the date of the acquisition).
Goodwill arising on the acquisition of a business in FY 24 relates to the
acquisition of Hypothesis.
Please refer to note 2.15 for further details on the prior period restatement.
Goodwill impairment review
The breakdown of goodwill by cash-generating unit (CGU) is listed below:
FY 25 FY 24 (restated)
£'000s £'000s
Consulting 142,493 86,603
Elixirr Digital Limited 2,856 2,856
Elixirr Digital Inc. and Elixirr AI Inc. 27,458 28,545
172,807 118,004
The Consulting CGU comprises goodwill and other assets of Elixirr Consulting
Limited, The Retearn Group Limited, Insigniam LLC, Insigniam SAS, Hypothesis
and the acquisition of TRC in FY 25 (refer note 13). The Elixirr Digital
Limited CGU comprises goodwill and other assets of Elixirr Digital Limited
(formerly Coast Digital Limited). The Elixirr Digital Inc. and Elixirr AI Inc.
CGU comprises goodwill and other assets of Elixirr Digital Inc. (formerly
iOLAP) and Elixirr AI Inc. (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 post-tax weighted average cost of capital has been used to
calculate a discount rate of 12% (FY 24: 12%) for the Group and Consulting,
12% (FY 24: 12%) for Elixirr Digital Inc. and Elixirr AI Inc. and 13% (FY 24:
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 relevant cash generating unit.
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% (FY 24: 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 Inc.
FY 25 FY 24 FY 25 FY 24 FY 25 FY 24
£'000s £'000s £'000s £'000s £'000s £'000s
On current cash flow projections, the discount rate would need to exceed the % 38.2% 29.0% 93.4% 92.4% 35.7% 26.3%
alongside for there to be any impairment; and
In the case of no increase in future cash flows above those projected for the 31.7% 25.0% 83.9% 88.4% 31.3% 22.2%
following year, the discount rate would have to exceed the % alongside for
there to be any impairment.
Customer relationships
FY 25 additions represent the fair value of customer relationships from the
acquisition of TRC. Refer 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 24 additions represent the fair value of customer relationships from the
acquisition of Hypothesis.
Order Book
FY 25 additions represent the fair value of the order book from the
acquisition of TRC. Refer 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 24 additions represent the fair value of the order book from the
acquisition of Hypothesis.
13. BUSINESS COMBINATIONS
On 19 September 2025, the Group, acquired all of the issued and outstanding
membership interests of TRC, a US-based consultancy specialising in growth
strategy, commercial effectiveness and value acceleration. The acquisition
fits with Elixirr's strategy to evolve its capabilities, widen its industry
diversification and grow its international presence, particularly within the
US, as Elixirr continues to disrupt the traditional consulting model and
deliver innovative solutions for its clients globally.
The Group acquired TRC for estimated equity value consideration of £89.1
million (US$121.6 million). The consideration consists of:
• Initial cash consideration of £30.1 million (US$41.1 million);
• Initial share consideration of £11.7 million (US$16.0 million)
settled through the issue of 1,428,526 Ordinary Shares at a price of £8.20
per share;
• Contingent consideration of up to £47.3 million (US$64.6 million),
comprised of:
• A post-completion contingent top-up payment of £20.9 million
(US$28.6 million), to be determined by 30 April 2026 and based on the
achievement of agreed FY 25 Adjusted EBITDA performance targets for TRC, will
be payable as £15.1 million (US$20.6 million) in cash and £5.9 million
(US$8.0 million) to be satisfied by the allotment and issue of further new
Ordinary Shares at the higher of market price and £7.20 per share.
• A further contingent performance-based payment of up to £26.4
million (US$36.0 million), payable over three years (FY 26, FY 27 and FY 28)
in three instalments, at the Group's discretion, either in cash or through the
allotment and issue of further new Ordinary Shares at the higher of market
price and £7.20 per share.
Of the £30.1 million (US$41.1 million) initial cash consideration, £29.3
million (US$40.0 million) was paid to the selling shareholder free of
restrictions with £0.8 million (US$1.1 million) held back for warranties
under the sale and purchase agreement.
The total fair value of the contingent consideration payable recognised in
these accounts at 31 December 2025 is £39.4 million (US$53.2 million). This
amount represents the Group's current expectation of the contingent
consideration payable. As at 31 December 2025, a £39.4 million liability is
recorded, with £21.2 million recorded as a current liability and £18.2
million recorded as a non-current liability.
The contingent consideration liabilities are classified as Level 3 within the
IFRS 13 fair value hierarchy as the valuation incorporates significant
unobservable inputs. The fair value has been determined using
probability-weighted forecast scenarios for the acquired business, with
expected earn-out payments discounted to present value. Significant
unobservable inputs include forecast EBITDA and revenue growth assumptions
over the earn-out period and the discount rate applied.
The key quantitative inputs used in the valuation were forecast revenue growth
of 5%-25%, forecast EBITDA of US$17.4-US$33.4 million, probability weightings
applied to forecast scenarios of 25%-50%, and a discount rate reflecting cost
of debt of 5.9%. A 15% increase in forecast EBITDA for TRC's earn-out years
would increase the fair value of contingent consideration by US$2.9 million.
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 £80.4
million and the fair value of the identifiable assets acquired and liabilities
assumed of £21.8 million was recognised as goodwill of £58.6 million. The
goodwill is attributable to the company's workforce and working methodologies
and is deductible over 15 years for tax purposes.
Included within M&A-related items is an amount of £0.8 million for legal
and advisory fees in relation to the acquisition.
TRC contributed £8.5 million to the Group's revenue and £1.7 million to the
Group's profit before tax for the period from the date of acquisition to 31
December 2025.
If the acquisition of TRC had been completed on 1 January 2025, Group revenues
for the year ended 31 December 2025 would have been £168.8 million and Group
profit before tax would have been £36.5 million.
In calculating the goodwill arising, the fair value of the net assets of TRC
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 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 TRC:
Fair value
£'000s
Assets
Non-current assets
Intangible assets 19,294
Property, plant and equipment 47
Other receivables 17
Total non-current assets 19,358
Current assets
Trade and other receivables 5,253
Cash and cash equivalents 104
Total current assets 5,357
Total assets 24,715
Liabilities
Current liabilities
Trade and other payables 2,900
Total current liabilities 2,900
Total liabilities 2,900
Fair value of net assets acquired 21,815
Goodwill (note 12) 58,614
Fair value of purchase consideration 80,429
Cash and cash equivalents in subsidiary acquired 104
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 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
Acquisition of business (note 13) 274 72 - 91 437
Additions 617 20 - 53 690
Gains/(losses) from foreign exchange (47) (3) (4) 10 (44)
At 31 December 2025 9,685 385 662 610 11,342
Depreciation
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) (208) (503) (360) (5,332)
Charge for the year (1,478) (83) (71) (81) (1,713)
Gains/(losses) from foreign exchange 38 (53) 3 (71) (83)
At 31 December 2025 (5,701) (344) (571) (512) (7,128)
Net book value
At 31 December 2024 4,580 88 163 96 4,927
At 31 December 2025 3,984 41 91 98 4,214
The Company has no property, plant and equipment.
The lease liability in respect of the right-of-use asset was £4.4 million (FY
24: £4.9 million) and relates to property leases.
15. INVESTMENTS
Group companies
Company £'000s
Cost/carrying value
At 31 December 2023 95,287
Capitalisation of subsidiary 20,009
Group companies share-based payments 2,021
At 31 December 2024 117,317
Capitalisation of subsidiary 25,067
Group companies share-based payments 2,708
At 31 December 2025 145,092
The increase in the cost of investments in subsidiaries during the year
includes £25.1 million relating to the capitalisation of a subsidiary arising
from the acquisition of TRC. The acquisition was initially made by Elixirr
International plc. Following completion, Elixirr International plc transferred
its shareholding in TRC to Elixirr Inc. In consideration for the transfer,
Elixirr Inc. issued shares to Elixirr International plc and recognised an
intercompany loan payable to Elixirr International plc. The £25.1 million
recognised as a capitalisation of subsidiary represents the value of the
shares issued by Elixirr Inc. in connection with this transaction.
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 25 FY 24
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, DE 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 Limited England and Wales Consultancy 12 Helmet Row, London, EC1V 3QJ 100% 100%
Elixirr Consulting (Jersey) Limited Jersey Consultancy 3rd Floor, 44 Esplanade, St Helier, 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 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% 100%
TRC Advisory, LLC (indirect) United States Consultancy 2215 York Rd, Suite 504 Oak Brook, IL 60523 100% -
* Elixirr GmbH is in the process of being liquidated.
16. RECEIVABLES
Group Company
FY 25 FY 24 FY 25 FY 24
£'000s £'000s £'000s £'000s
Non-current assets
Loans to shareholders 8,566 7,399 8,566 7,399
Other receivables 3,701 3,023 3,129 2,469
12,267 10,422 11,695 9,868
Current assets
Trade receivables 23,408 15,665 - -
Less: allowance for doubtful debts - (42) - -
Trade receivables - net 23,408 15,623 - -
Prepayments and deposits 2,552 1,939 960 777
Contract assets 804 804 - -
Amounts owed by group companies - - 43,107
Other receivables 46 19 1 5
26,810 18,385 44,068 782
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.
As at 31 December 2025, the Company is owed £43.1 million from Elixirr Inc.
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 2025:
Gross carrying amount Loss allowance Net carrying amount
Group £'000s £'000s £'000s
< 31 days 18,281 - 18,281
31-60 days 2,723 - 2,723
61-90 days 2,044 - 2,044
91-120 days 75 - 75
121+ days 285 - 285
At 31 December 2025 23,408 - 23,408
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
17. CASH AND CASH EQUIVALENTS
Group Company
FY 25 FY 24 FY 25 FY 24
£'000s £'000s £'000s £'000s
Cash at bank and in hand 5,054 7,527 157 1,837
5,054 7,527 157 1,837
18. TRADE AND OTHER PAYABLES
Group Company
FY 25 FY 24 FY 25 FY 24
£'000s £'000s £'000s £'000s
Trade payables 2,338 2,293 145 136
Other taxes and social security costs 1,933 1,590 - (86)
Accruals 20,383 14,536 290 233
Contract liabilities 5,046 6,369 - -
Other payables 616 887 15 -
Amounts owed to group companies - - 16,461 13,204
30,316 25,675 16,911 13,487
As at 31 December 2025, the Company owed £12.8 million (FY 24: £13.2
million) to Elixirr Consulting Limited, £1.8 million to Elixirr Digital
Limited, £1.2 million to Elixirr Consulting (Jersey) Limited and £0.6m to
The Retearn Group Ltd.
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.
£6.4 million of revenue was recognised in FY 25 relating to the contract
liability balance from FY 24.
At the reporting date, the Group has £33.7 million of remaining performance
obligations in respect of contracted but not yet delivered services. These
represent the aggregate transaction price allocated to performance obligations
that are unsatisfied or partially unsatisfied at the reporting date. The Group
expects to recognise substantially all of this amount as revenue within the 12
months following the year end.
19. LOANS AND BORROWINGS
Group Company
FY 25 FY 24 FY 25 FY 24
£'000s £'000s £'000s £'000s
Current liabilities
Right of use lease liability 1,424 1,530 - -
Term loan 9,165 -
10,589 1,530 - -
Non-current liabilities
Right of use lease liability 2,961 3,366 - -
Term loan 6,002 - - -
Revolving credit facility 13,970 - 13,970 -
22,933 3,366 13,970 -
During FY 25 the Group agreed an increase in its revolving credit facility
with National Westminster Bank plc from £45 million to £65 million and a
US$20.25 million term loan to support delivery of the Group's organic and
inorganic growth strategy, whilst limiting dilution.
The term loan of US$20.25 million was drawn in October 2025.
The key terms of the revolving credit facility are:
• £65 million 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;
• Standard leverage and interest cover covenants; and
• Four-year term maturing in September 2029, with a one-year extension
option if mutually agreed.
The key terms of the term loan are:
• US$20.25 million loan drawn in United States Dollar;
• Interest rate margin and covenants equivalent to the revolving
credit facility; and
• Quarterly capital repayments commencing in June 2026, with the loan
fully repaid by June 2027.
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 2025, Group
leverage was below 1.5:1 with the margin at 1.95%.
The Group's borrowing facilities are subject to financial covenants, including
a maximum leverage ratio (net debt to EBITDA) of 2.5:1 and a minimum interest
cover ratio (EBITDA to finance costs) of 4.0:1. These covenants are tested on
a quarterly basis based on the Group's consolidated financial results.
At 31 December 2025, the Group had £51.0 million of the facility unutilised
and was in compliance with all covenant requirements with a leverage ratio of
0.5:1 and interest cover of 22.0:1, providing significant headroom against the
required thresholds.
Revolving credit facility at 31 December 2025:
Currency Amount outstanding Rate
000s %
GBP 12,190 SONIA + margin%
USD 2,400 SOFR + margin %
The movement in liabilities arising from financing activities was as follows:
Right of use lease liability Borrowings under the revolving credit facility Borrowings under the term loan Debt related to business combinations
Group £'000s £'000s £'000s £'000s
At 31 December 2023 5,364 - - -
Acquisition of business 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 - - -
Acquisition of business (note 13) 274 - - -
Additions 617 59,999 15,368 -
Interest payable 230 820 210 -
Repayments (1,736) (47,576) - -
Losses/(gains) from foreign exchange 104 727 (411) -
At 31 December 2025 4,385 13,970 15,167 -
The acquisition of business in FY 25 relates to the acquisition of TRC. The
right of use lease liability additions in FY 25 relate to new property leases
signed by Hypothesis, Insigniam LLC and Elixirr Digital d.o.o.
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 LLC.
For the maturity analysis of contracted undiscounted cashflows of financial
liabilities please see note 25.
20. OTHER CREDITORS AND OTHER NON-CURRENT LIABILITIES
Group Company
FY 25 FY 24 (restated) FY 25 FY 24
£'000s £'000s £'000s £'000s
Other creditors
Contingent consideration 22,242 5,558 21,442 -
Employment-related contingent consideration 83 6 - -
22,325 5,564 21,442 -
Other non-current liabilities
Dilapidations 330 373 - -
Cash-settled share-based payments 1,429 724 - -
Contingent consideration 19,967 4,189 18,776 -
21,726 5,286 18,776 -
Contingent consideration in FY 25 includes earn-out payments which are
contingent on performance and arose from the acquisition of Insigniam LLC,
Hypothesis and TRC.
The employment-related contingent consideration includes post-acquisition
employee benefits in relation to the Hypothesis acquisition.
As set out in the note 12, the contingent consideration amount recognised at
31 December 2024 for Hypothesis was estimated and pending finalisation. During
FY 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 contingent consideration.
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 Inc., Insigniam LLC and Insigniam SAS and Hypothesis.
Cash-settled share-based payments include obligations for the Group's
employers' NI on options that are yet to vest. Refer 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 25
Issued shares Par value Merger relief reserve Share premium
Group and Company Number £ £'000s £'000s
£0.00005 Ordinary Shares 49,615,941 2,480 46,870 45,384
£1 Redeemable Preference Shares 50,001 50,001 - -
49,665,942 52,481 46,870 45,384
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
The total number of voting rights in the Company at 31 December 2025 was
49,615,941 (FY 24: 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 shareholders of the Redeemable
Preference Shares.
Movements in Ordinary Shares:
Issued shares Par value Merger relief reserve Share premium
Group and Company Number £ £'000s £'000s
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 1,428,526 71 - 11,682
At 31 December 2025 49,615,941 2,480 46,870 45,384
Share issues in FY 25 represented consideration for the acquisition of TRC.
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. The Redeemable
Preference Shares are held by the Company's Employee Benefit Trust.
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 Ordinary Shares 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 25
Shares held in EBT Weighted average cost Total cost
Group and Company Number £ £'000s
Ordinary Shares 519,924 7.62 3,964
Redeemable Preference Shares 50,001 1.01 50
569,925 4,014
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
23. SHARE-BASED PAYMENTS
The Group recognised a total share-based payment expense of £5.0 million (FY
24: £2.6 million) in the current year, comprising £4.0 million (FY 24: £2.1
million) in relation to equity settled share-based payments, and £1.0 million
(FY 24: £0.5 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 note 20). The liability has been
estimated using a closing share price of £8.26 (FY 24: £7.20) and employers'
national insurance at 15.0%.
The carrying value of the liability as at 31 December 2025 is £1.4 million
(FY 24: £0.7 million), with £1.0 million (FY 24: £0.5 million) recognised
in the P&L and payments amounting to £0.3 million (FY 24: £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 25, a total of 3,446,551 (FY 24: 4,710,732) share options were
granted to employees and senior management. The weighted average fair value of
the options awarded in the year is £2.17 per share (FY 24: £1.73).
Details of share option awards made are as follows:
Number of share options Weighted average exercise price
(000's) (£)
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 31 December 2024 12,753 4.71
Granted 3,447 8.33
Exercised (1,571) 1.86
Forfeited (1,585) 5.40
Outstanding at 31 December 2025 13,044 5.90
Exercisable at 31 December 2025 1,459 3.68
For the options exercised during FY 25, the weighted average share price at
the date of exercise was £7.82 (FY 24: £5.78).
The options outstanding as at 31 December 2025 had a weighted average
remaining contractual life of 2.4 years (FY 24: 2.5 years) and a weighted
average exercise price of £5.92 (FY 24: £4.71) 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 25 FY 24
Weighted average share price at grant date (£) 7.98 6.05
Weighted average exercise price (£) 8.33 6.16
Volatility (%) 37.9% 37.6%
Weighted average vesting period (years) 5 5
Risk free rate (%) 4.1% 3.9%
Expected dividend yield (%) 3.2% 2.6%
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 25.
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 2023 500
Exercised (500)
Outstanding at 31 December 2024 and 31 December 2025 -
Exercisable at 31 December 2024 and 31 December 2025 -
The share price at the date of exercise of the Elixirr Digital Limited options
in FY 24 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 25, the Company awarded 202,139 (FY 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 2023 204
Granted 234
Vested and converted to shares (42)
Forfeited (55)
Outstanding at 31 December 2024 341
Granted 202
Vested and converted to shares (77)
Forfeited (57)
Outstanding at 31 December 2025 409
Exercisable at 31 December 2025 -
Restricted Share Awards
During FY 25 the Company granted restricted share awards to Graham Busby,
Deputy Chief Executive Officer, and Nicholas 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 Busby and 135,870 to Nicholas Willott. 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
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.
24. CASH FLOW INFORMATION
Cash generated from operations:
Group Company
FY 25 FY 24 FY 25 FY 24
£'000s £'000s £'000s £'000s
Profit before taxation 27,590 22,889 20,827 18,201
Adjustments for:
Gain on transfer of investment - - (9,752) -
Depreciation and amortisation 7,179 3,873 - -
Net finance expense/(income) 2,143 804 385 (157)
Share-based payments 4,718 2,478 - -
Employment-related contingent consideration 95 6 - -
Adjustment to contingent consideration (110) 476 - -
Foreign exchange (gains)/losses 289 (192) (53) (40)
Decrease/(increase) in trade and other receivables (2,720) 2,718 1,837 144
Increase/(decrease) in trade and other payables 786 2,404 4,646 (6,756)
39,970 35,456 17,890 11,392
Reconciliation of liabilities from financing activities:
Leases Borrowings under the revolving credit facility Borrowings under the term loan Debt related to business combinations Total
Group £'000s £'000s £'000s £'000s £'000s
Balance 31 December 2023 5,364 - - - 5,364
Cash flows (1,391) (141) - (556) (2,088)
Other changes 923 141 - 556 1,620
Balance 31 December 2024 4,896 - - - 4,896
Cash flows (1,736) 12,423 15,368 - 26,055
Other changes 1,225 1,547 (201) - 2,571
Balance 31 December 2025 4,385 13,970 15,167 - 33,522
Other changes in FY 25 include non-cash movements such as foreign exchange
losses/(gains), interest accrued, new property leases signed by Hypothesis,
Insigniam LLC and Elixirr Digital d.o.o. and an additional property lease on
the acquisition of TRC.
Other changes in FY 24 include non-cash movements such as foreign exchange
losses/(gains), interest accrued and additional property leases on the
acquisition of Hypothesis.
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 25 FY 24 FY 25 FY 24
£'000s £'000s £'000s £'000s
Financial assets
Financial assets measured at amortised cost 41,578 34,490 54,959 11,705
Financial liabilities
Financial liabilities measured at amortised cost 41,521 14,445 30,591 13,340
Financial liabilities at fair value through profit or loss 44,051 9,576 40,218 -
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 or loss comprise
acquisition-related contingent consideration and cash-settled share-based
payments.
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 engage in the trading of financial assets for speculative
purposes. The most significant financial risks to which the Group is exposed
are described below.
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 25 FY 24 FY 25 FY 24
£'000s £'000s £'000s £'000s
Trade receivables 23,408 15,623 - -
Contract assets 804 804 - -
Other receivables 12,312 10,436 11,695 9,868
Cash and cash equivalents 5,054 7,527 157 1,837
41,578 34,390 11,852 11,705
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
profile of trade receivables is monitored regularly by management. Any debtors
over 30 days are reviewed by the 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 are 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 Group maintains a committed revolving credit facility and term loan
alongside its cash balances, designed to ensure that it has sufficient
available funds for acquisition opportunities and operations. The Group
monitors its levels of working capital to ensure that it can meet its
liabilities as they fall due.
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
2025:
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 2,338 - - - - 2,338 2,338
Revolving credit facility - - - 13,970 - 13,970 13,970
Term loan 3,161 6,003 6,003 - - 15,167 15,167
Lease liabilities 705 714 1,124 2,299 - 4,842 4,385
Financial liabilities at fair value through profit or loss 22,325 - 14,417 9,807 - 46,549 44,051
28,529 6,717 21,544 26,076 - 82,866 79,911
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 or loss 5,564 - 2,497 1,515 - 9,576 9,576
8,671 760 3,520 4,052 346 17,349 16,765
Interest rate risk
The Group is exposed to interest rate risk primarily on its revolving credit
facility and term loan which incur interest at a variable rate. At 31 December
2025, £29.0m of the Group's borrowings were subject to variable interest
rates.
A reasonably possible increase/decrease of 100 basis points in interest rates
at the reporting date would decrease/increase profit before tax by £0.3m.
The sensitivity analysis assumes that all other variables remain
constant.
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 on monetary assets and liabilities denominated in currencies other than
the functional currency of the relevant Group entity, expressed in Currency
Units, was as follows:
FY 25 FY 24
USD '000s EUR '000s ZAR '000s USD '000s EUR '000s ZAR '000s
Cash and cash equivalents 2 855 676 5,018 674 428
Trade receivables 724 461 - 10,743 574 -
Contingent consideration (54,261) - - - - -
Revolving credit facility (2,400) - - - - -
Intercompany receivables/(loans) 58,130 (3,557) - - - -
Trade payables (39) (7) (136) (1,367) (191) (99)
Net exposure 2,156 (2,248) 540 14,394 1,057 329
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 summarises the effect on profit or loss had the functional
currencies of the Group weakened or strengthened against these other
currencies, with all other variables held constant.
FY 25 FY 24
£'000s £'000s
10% weakening of functional currency (34) 25
10% strengthening of functional currency 34 (25)
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 £142.1 million as at 31 December 2025 (FY 24: £132.1 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' Remuneration Report contains details of Board remuneration.
In FY 25, travel and marketing costs include £14,182 (FY 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 FY 25, revenue includes £34,300 (FY 24: nil) for services performed for
Fish Hoek Company Investments Limited, £58,797 (FY 24: £41,204) for services
performed for Cape Point Guest Lodges (Pty) Ltd and £13,491 (FY 24: £48,824)
for services performed for Cape Point Wine (Pty) Ltd. Stephen Newton, a member
of the Board, is a Director of Fish Hoek Company Investments Limited, 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 25 of 7.6 pence per
Ordinary share was paid on 24 February 2026. The Directors are proposing a
final Ordinary share dividend in respect of FY 25 of 15.0 pence per Ordinary
share.
On 30 January 2026, the Company completed the acquisition of the entire issued
share capital of Kvadrant Consulting for a maximum consideration of £18.0
million (DKK154.8 million). The acquisition represents a non-adjusting post
balance sheet event. The initial accounting for the business combination is
not yet complete.
At acquisition the initial consideration comprised £9.1 million (DKK 78.4
million) of cash and £3.3 million (DKK 28.4 million) of shares, satisfied by
issuing 415,213 new Ordinary Shares. A further amount of up to £5.5 million
(DKK 47.4 million), payable in cash or shares at the Company's discretion, is
payable contingent on Kvadrant Consulting meeting EBITDA margin and revenue
targets in the periods up to 31 December 2028. Kvadrant Consulting's total
revenue for FY 25 was £6.2 million (DKK 53.4 million) with adjusted EBITDA of
approximately £2.3 million (DKK 19.8 million).
On 20 March 2026, 4,396,040 options issued between October 2024 and January
2026 to employees other than Directors and key management personnel were
repriced to an exercise price of £6.45. The weighted average incremental fair
value granted as a result of this modification was £0.46. The incremental
fair value was measured as the difference between the fair value of the
repriced share option and that of the original share option, both estimated as
at the date of the modification. The incremental fair value is recognised as
an expense over the remaining vesting period from the modification date.
As at 17 April 2026, in accordance with the FCA's Disclosure and Transparency
Rules, the Company has 50,031,154 Ordinary Shares in issue, of which none are
held in treasury.
The total number of voting rights in the Company is 50,031,154. This figure of
50,031,154 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 Ordinary Shares and Redeemable Preference
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 Ordinary Shares and/or Redeemable Preference Shares.
EBT share reserve
The EBT share reserve represents the cost of Ordinary 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.
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 2025.
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 FR UBORRNVUSAAR
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Elixirr International
See all newsREG - Elixirr Intnl PLC - Results for the year ended 31 December 2025
AnnouncementREG - Elixirr Intnl PLC - Holding(s) in Company
AnnouncementREG - Elixirr Intnl PLC - Notice of FY 25 Investor Presentation
AnnouncementREG - Elixirr Intnl PLC - Grant of Share Options
AnnouncementREG - Elixirr Intnl PLC - Director/PDMR Shareholding
Announcement