ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
1
Elixirr International plc
Annual Report 2025
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
2
Welcome to Elixirr’s 2025 Annual Report & Accounts
Elixirr International plc (Elixirr or the Company), headquartered in the UK and quoted on the
Equity Shares (Commercial Companies) Category of the Main Market of the London Stock
Exchange, is a global, award-winning challenger consultancy.
We are pleased to report our annual results for the full year 2025 (FY 25).
For more information, please see our website: www.elixirr.com/investors
CONTENTS
INTRODUCTION
01 Financial Highlights
02 Introduction to Elixirr
STRATEGIC REPORT
03 Non-Executive Chairman’s Report
04 Chief Executive Officer’s Report
05 Section 172 Statement
06 Environmental, Social and Governance
07 Streamlined Energy and Carbon Report
08 Financial Review
09 Our Key Performance Indicators
10 Principal Risks and Uncertainties
11 Viability Statement
CORPORATE GOVERNANCE
12 Directors' Statement on Corporate Governance
13 Audit and Risk Committee Report
14 Nomination Committee Report
15 Directors' Remuneration Report
16 Directors and Corporate Information
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17 Directors' Report
18 Independent Auditor’s Report to the shareholders of Elixirr
FINANCIAL STATEMENTS
19 Group and Company Financial Statements
FINANCIAL HIGHLIGHTS
Total revenue:
£149.6m
(FY 24: £111.3m) +34%
Gross profit:
£49.7m
(FY 24: £35.8m) +39%
Adjusted EBITDA:
£44.3m
(FY 24: £31.2m) +42%
Adjusted EBITDA margin:
29.6%
(FY 24: 28.0%) +1.6pp
Adjusted profit before tax:
£41.0m
(FY 24: £29.7m) +38%
Adjusted diluted EPS:
58.7p
(FY 24: 43.1p) +36%
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Dividend per share:
22.6p
(FY 24: 17.8p) +27%
Free cash flow:
£31.1m
(FY 24: £28.1m) +11%
Net cash/(debt):
(£24.1m)
(FY 24 Net Cash: £7.5m)
INTRODUCTION TO ELIXIRR
Elixirr is an established, international, award-winning challenger consultancy that helps
ambitious organisations outperform by challenging convention and combining strategy,
technology, data and artificial intelligence (AI) to deliver innovative, bespoke solutions for a
growing base of globally recognised clients.
Our four core values shape our culture and define how we deliver meaningful, lasting impact
for our clients.
1. Entrepreneurial
We are resilient, ambitious and outcomes-focused. Built by founder-led
professional services advisers with an entrepreneurial mindset, Elixirr embeds this
spirit across its business, empowering our people to think boldly,
act decisively and challenge convention, while bringing the same commercial
pragmatism to our clients.
2. Collaboration
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Our strength lies in bringing together differing expertise, perspectives and
capabilities to create something greater than the sum of its parts. The success of our
acquisition strategy reflects the power of one Elixirr working together to deliver
broader and greater value for our clients.
3. Creating a Legacy
We exist to drive meaningful change, challenge the status quo and create
impact. By giving exceptional talent a performance-led platform to thrive, we deepen
client engagement and deliver lasting results.
4. Beyond Expectations
Our success has been built on delivering exceptional results. We consistently go
above and beyond for our clients, our team and the communities in which we
operate. We specialise in using AI internally and externally to do this every day.
2009
founded
730+ team members based across the globe
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250+ active clients
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NON-EXECUTIVE CHAIRMAN’S REPORT
Gavin Patterson
Non-Executive Chairman
“FY 25 has been a significant year for Elixirr. The Group has delivered another year of strong
growth and profitability whilst continuing to invest in the capabilities most relevant to clients
in an increasingly dynamic and technology-led market. We are a firm that is perfectly placed
to thrive in today’s AI world, and our performance reflects the strength of our AI-led,
differentiated model, the quality of our people and the trust we have built with clients.
Indeed, AI was the fastest-growing area of our business in 2025.
“The consulting market continues to evolve rapidly, shaped by AI, technological change and
shifting client expectations. In that environment, the Board believes Elixirr is ideally
positioned to succeed. Our senior-led, agile model enables us to combine strategic insight
with practical execution in a way that is increasingly aligned to client needs, supporting
sustained long-term growth for the Group.”
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,
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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
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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
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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
Gavin Patterson
Non-Executive Chairman
17 April 2026
CHIEF EXECUTIVE OFFICER’S REPORT
Stephen Newton
Chief Executive Officer
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“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.”
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
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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.
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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.
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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.
£111.3m
£149.6m
£14.3m
£14.5m
£16.8m
£21.2m
-
£20m
£40m
£60m
£80m
£100m
£120m
£140m
£160m
FY 24 Revenue End of
Programme
Existing Clients New Clients Acquisitions FY 25 Revenue
Totals Negative Change Positive Change
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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
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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
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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.
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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
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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
Stephen Newton
Chief Executive Officer & Founder
17 April 2026
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SECTION 172 STATEMENT
For the year ended 31 December 2025
As required by Section 172 of the Companies Act 2006 (Companies Act), a director of a
company must act in the way he or she considers, in good faith, would likely promote the
success of the company for the benefit of the shareholders. In doing so, the director must
have regard, amongst other matters, to the following six key factors:
a) likely consequences of any decisions in the long term;
b) interests of the company’s employees;
c) need to foster the company’s business relationships with suppliers/customers and
others;
d) impact of the company’s operations on the community and environment;
e) the company’s reputation for high standards of business conduct; and
f) need to act fairly between members (shareholders) of the Company.
The board of Directors (Board) remains committed to engaging with the Group’s
stakeholders and considering their interests when making key strategic decisions. The Board
considers its key stakeholders to be its shareholders, its employees, its clients, its suppliers
and the communities in which the Group operates.
In practice, the Board receives regular updates on stakeholder feedback (including employee
engagement, client feedback, investor engagement and supplier performance). When taking
material decisions, the Board considers the likely long-term consequences and the impacts
on key stakeholders, and records the key factors considered. The Board also seeks to treat
shareholders fairly by providing consistent information through formal reporting and the
AGM process.
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Table 1: Stakeholder interests, priorities and engagement (year ending 31 December 2025)
CULTURE
Key priorities
Form of engagement
Elixirr’s culture is anchored in our core
values (‘Entrepreneurial’, ‘Collaboration’,
‘Creating a Legacy’ and ‘Beyond
Expectations’).
Together with our defined leadership
behaviours, these principles shape how
we operate, guiding our decision-making
and ensuring that strong governance and
integrity remain central to how we act on
behalf of the business and our
stakeholders.
The Board remains committed to
balancing near-term performance with the
delivery of sustainable long-term value.
• Maintaining the quality
of the team
• Maintaining our core
values as we scale
• Ensuring a deep
understanding of our
mission and growth
goals across our
employees
• Partner mentoring for every
employee
• Two-day cultural immersion event
for all new joiners
• Formal business updates from the
CEO, Deputy CEO and CFO
• Monthly business updates involving
all Group companies
• Global travel and secondment
opportunities to work alongside
team members in different
locations and in different
capabilities
• Cultural assessments of potential
acquisitions to assess suitability
• Partner-led forums by grade
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• Decision example (FY 25):
Acquisition of TRC (completed in
September 2025) – stakeholders
considered: clients, employees,
shareholders and key partners to
ensure cultural fit; s172 Companies
Act factors: (a), (b), (c), (e)
SHAREHOLDERS
Key priorities
Form of engagement
All Directors and Partners maintain
equity interests in Elixirr, reinforcing
strong alignment with shareholder
outcomes.
This is supported by our share option
arrangements and an optional Employee
Share Purchase Plan (ESPP) available to
all employees, promoting a broad culture
of ownership across the Group.
Engagement with shareholders is
primarily facilitated through regular
meetings with external investors, the
Company’s AGM and the publication of
our half-year and full-year results.
The Board remains committed to
maintaining open, transparent and
consistent dialogue with its
shareholders.
• Sustainable financial
performance
• Governance and
transparency
• Confidence and trust in
the Board
• Dividends for shareholders
• Fair treatment between
members, ensuring equal
access to information via
formal
announcements/reporting,
avoiding selective
disclosure
• Dedicated area of Elixirr’s website
• Interim and full-year reporting
• AGM, where we encourage our
shareholders to ask questions, and
engage in a dialogue with the
Directors
• Regular investor communications
• Meetings with external investors –
both institutional and retail
investors
• Investor feedback via investor
relations and the Company’s
broker, retail platforms and
directly
• Capital Markets Day (held 4 June
2025; intended to be held every
two years)
• Decision example (FY 25):
Revolving credit facility increased
with NatWest from £45.0 million
to £65.0 million – stakeholders
considered: shareholders and
financing partner; s172 Companies
Act factors: (a), (c), (e), (f)
CLIENTS
Key priorities
Form of engagement
A deep understanding of our clients and
the challenges they face is fundamental to
Elixirr’s success.
• High quality services
• Exceptional delivery
• Evolving capabilities
and expertise to meet
client’s changing needs
• Senior level management on every
engagement
• Project monitoring and reviews with
client feedback
• Staying at the forefront of relevant
industry news and insights
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Our agility enables us to adapt quickly to
changing market dynamics and deliver
tailored, innovative solutions aligned to
specific client needs, spanning strategy,
design, operations, transformation, data,
creative, marketing and research
capabilities.
We prioritise building long-term, trusted
partnerships and are committed to
delivering bespoke advice of consistently
high quality.
• End-to-end advisory
offering
• Emphasis on building
deep, long-term
relationships with
clients
• Regular assessment of client needs
• Rigorous hiring assessment of all
new hires
• Acquiring new companies with new
capabilities
• Continuous client satisfaction
monitoring
• Decision example (FY 25): The
Board approved targeted
investment in new advisory
capabilities through the acquisition
of TRC and the expansion of internal
training programmes – stakeholders
considered: clients and prospective
clients; s172 Companies Act factors:
(a), (c), (e).
EMPLOYEES
Key priorities
Form of engagement
The continued success of the Group is
driven by the quality of our teams
worldwide. Elixirr is committed to
attracting, developing and retaining
exceptional talent, ensuring that our
standards continue to rise as we scale.
The Directors and management team are
focused on fostering a rewarding
environment built on meritocracy,
accountability and entrepreneurial
thinking.
From the outset, we invest in our people,
supporting their professional ambitions
and enabling them to grow and progress
within the firm.
• Retaining and
developing talent
• Career development
opportunities for the
team
• Maintaining a safe and
collaborative
environment
• Health and safety for
all employees
• Dedicated Partner coaches for
individuals
• Formal performance monitoring and
mentoring
• Leadership training for Manager,
Principal and Partner grades
• Peer to peer mentoring
• Competitive equity incentives and
schemes
• Partner-led forums by grade
• Knowledge sharing and learning
sessions
• Offsites bringing together new
joiners across the global team
• Decision example (FY 25): The
Board approved a 100% matched
grant under the FY 25 ESPP,
providing a one-for-one match on
Ordinary Shares purchased by
employees in 2025 – stakeholders
considered: employees; s172
factors: (a), (b), (c), (e)
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COMMUNITY, SOCIAL AND THE
ENVIRONMENT
Key priorities
Form of engagement
Delivering meaningful and lasting impact is
central to Elixirr’s ethos. The Group is
committed to supporting the communities
that have played an important role in our
development, building partnerships with
organisations that contribute to their long-
term success.
Through the Elixirr Foundation, we seek to
enhance the quality of life in the regions in
which we operate by contributing our time,
resources and expertise.
We are particularly focused on supporting
the charity and not-for-profit sector,
providing pro bono consulting, business
support and strategic advice where our
capabilities can generate the greatest
positive impact.
• Creating positive
sustainability
outcomes at scale for
our clients
• Supporting local
businesses, including
budding entrepreneurs
• Charitable initiatives
aligned to our core
values
• Supporting the growth
of talent from
underprivileged
backgrounds
• Supporting community
skills and talent
development
• Internal Elixirr Foundation team
• Partnerships with charities across
our key geographies
• Strategic partnerships to train
charities in business acumen,
including:
o Supporting digital training
initiatives designed to embed
participants in the workforce in
South Africa
o Supporting an entrepreneurship
programme in the US
o Supporting coding workshops
and training sessions for
participants in Croatia
• Volunteer days for each team
member
• Not-for-profit services through our
consulting services
• Partnership with Harris Federation
who provide top level education to
students from all socio-economic
backgrounds
• Partnership with Claremont High
School in South Africa, a top-
performing school admitting
students from a range of socio-
economic backgrounds
• Training and mentorship
programmes for IT graduates in
South Africa and Croatia
• Decision example (FY 25): The
Board approved the rollout of the
Early Careers Programme in South
Africa, extending the Group’s social
mobility initiatives through a new
partnership with Claremont High
School – stakeholders considered:
local communities and future talent;
s172 factors: (a), (b), (c), (e)
SUPPLIERS
Key priorities
Form of engagement
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We have long-standing relationships with
suppliers and treat all suppliers fairly. We
ensure that our contractual commitments
to suppliers are met within a timely
manner.
• Maintaining strong
and fair relationships
• Supporting
sustainability with
buying decisions
• Prompt communication and
consistent payment processes
• Regular supplier reviews
• Decision example (FY 25): The Board
reaffirmed its commitment to
prompt and consistent payment
terms across the Group –
stakeholders considered: suppliers;
s172 factors: (b), (c), (e)
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
This disclosure has been prepared in accordance with Sections 414CA and 414CB of the
Companies Act.
Elixirr’s climate-related financial disclosures in the annual financial report are included
within this Environmental, Social and Governance (ESG) section under the headings
Governance, Strategy, Risk Management, Metrics and Targets and Omitted Disclosures. The
Directors consider these disclosures to be consistent with the Task Force on Climate-related
Financial Disclosures (TCFD) Recommendations and Recommended Disclosures, except for
the items explicitly identified in the Omitted Disclosures section, which sets out the
Directors' rationale for non-inclusion.
GOVERNANCE
The Board has overall responsibility for oversight of climate-related risks and opportunities.
The Audit and Risk Committee, on behalf of the Board, reviews the Group’s risk register at
least annually and considers emerging risks, including climate-related matters. Management
monitors ESG-related factors operationally and reports relevant developments through the
established governance structure.
STRATEGY
Elixirr operates a professional services business with limited physical assets and a
flexible cost base. Accordingly, the Group has relatively low dependence on carbon-intensive
inputs and limited direct exposure to physical climate risk. The Directors therefore consider
the business model to be structurally resilient to climate-related risks, with the Group’s
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principal exposure more likely to stem from regulatory developments and changing
stakeholder expectations than from direct physical disruption to operations.
Climate-related risks are therefore not classified as principal risks, as they are not expected
to materially affect the Group’s financial position, performance or prospects over the
planning horizon. Nonetheless, such risks continue to be considered as part of the Group’s
annual risk management process, strategic planning and broader business priorities.
The Directors will continue to review whether more detailed scenario analysis becomes
appropriate as regulatory expectations, data availability and the Group’s activities evolve.
RISK MANAGEMENT
Climate-related risks are identified, assessed and managed through the Group’s risk
management framework. The process operates as follows:
• Management identifies emerging risks through operational oversight, regulatory
monitoring and client engagement
• Risks are evaluated and if considered relevant and material to the Group’s financial
position, performance or prospects, are recorded in the Group risk register
• The Audit and Risk Committee reviews and updates the register at least annually and
determines whether any risks should be classified as principal risks, added, amended or
removed
• Mitigating actions, where required, are implemented through existing internal control
processes
No separate climate-specific risk process is maintained as climate-related risks are managed
within the same framework as other business risks. The Board considers this approach
proportionate to the Group’s exposure. Climate-related risks are therefore managed using
the same governance, review frequency and control processes as other risks and are fully
integrated into the Group’s overall risk management framework.
METRICS AND TARGETS
The Group measures greenhouse gas (GHG) emissions and energy consumption in
accordance with the Streamlined Energy and Carbon Reporting (SECR) requirements,
including Scope 1, Scope 2 and Scope 3 emissions. These metrics are used to monitor the
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Group’s direct environmental impact and to inform our assessment of exposure to transition
and regulatory climate-related risks.
At this stage, the Group has not adopted a formal emissions-reduction target or other
climate-specific target, reflecting the Group’s current low-emissions profile, the limited
direct exposure of its operating model to material transition risk and the continuing
development of underlying data. The Directors review the appropriateness of introducing
additional metrics and/or targets at least annually, considering regulatory expectations, data
maturity and the Group’s business activities.
OMITTED DISCLOSURES
The Group has not disclosed detailed quantitative climate scenario analysis, including
quantified resilience testing, or formal climate-related targets for FY 25. The Directors
consider that these disclosures are not necessary at this stage based on the development,
performance and position of the business, and the impact of the Group’s activity, given the
limited exposure of the operating model to material physical climate risks and the nature of
the Group’s asset-light, services-led activities.
The Group will continue to reassess this position as regulatory expectations evolve,
methodologies mature and the Group’s activities and risk profile develop.
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STREAMLINED ENERGY AND CARBON REPORT
The following disclosures are made in accordance with the Companies (Directors' Report)
and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
REPORTING BOUNDARY
The disclosures cover UK operations over which the Group has operational control.
ENERGY CONSUMPTION AND GREENHOUSE GAS EMISSIONS
The Group’s activities comprise professional services delivered from leased office premises.
The Group does not operate combustion equipment, company-owned vehicles or other fuel-
consuming assets in the UK and therefore reports no Scope 1 emissions.
Total UK energy consumption for the year was 173.4 MWh (FY 24: 163.2 MWh), comprising
purchased electricity only. GHG emissions have been calculated using the UK Government
GHG Conversion Factor for Company Reporting and the methodology is consistent with the
prior year.
Table 2: Scope 1, 2 and 3 emissions
Scope
Activity
FY 25 tCO2e
FY 24 tCO2e
1 Direct fuel combustion 0 0
2
Purchased Heat &
Electricity
30.26 32.04
3
Business Travel &
Commuting
8.66 7.30
TOTAL 38.92 39.34
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Table 3: UK energy consumption
Scope
Activity
FY 25 MWh
FY 24 MWh
2
Purchased Heat &
Electricity
173.39 163.29
TOTAL 173.39 163.29
Table 4: Intensity ratio
The Group’s intensity metric is tonnes of CO₂e per £million of revenue.
Intensity metric
FY 25
FY 24
£m revenue 38.15 35.06
tCO2e per £m revenue 1.02 1.12
Revenue has been selected as the intensity metric as it reflects the scale of the Group’s
activities and allows comparison between reporting periods.
Revenue stated in the table above differs from note 4 of the Group and Company Financial
Statements in section 19 due to differences in where revenue is delivered versus contracted.
ENERGY EFFICIENCY ACTIONS AND FUTURE CONSIDERATIONS
The Group will continue to keep under review the materiality of climate-related risks and
opportunities to the business and will use that assessment to inform priorities for improving
the completeness and consistency of energy and emissions data and identifying further
energy-efficiency actions.
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FINANCIAL REVIEW
Table 5: 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
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* 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 in section 19 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 in section 19.
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
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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.
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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 in
section 19.
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.
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Further details on the Group’s taxation are provided in notes 7 and 8 of the Group and
Company Financial Statements in section 19.
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 in section 19.
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.
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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.
OUR KEY PERFORMANCE INDICATORS
The Directors consider that the Group’s key performance indicators are revenue, gross profit,
adjusted EBITDA, adjusted profit before tax, free cash flow and adjusted diluted EPS. These
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Key Performance Indicators (KPIs) are aligned to the Group’s growth strategy and are used to
monitor performance of the business. Further detail on these KPIs is included within the
Financial Statements and is also summarised in the Financial Highlights section of this
report. The Board reviews progress against plan on a regular basis.
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PRINCIPAL RISKS AND UNCERTAINTIES
The Board has the primary responsibility for identifying the major risks facing the Group and
developing appropriate policies to manage those risks. The Board has assessed the Group’s
emerging and principal risks and how they are being managed or mitigated.
The risk assessment has been completed in the context of the overall strategic objectives of
the Group and Table 6 outlines the principal risks and uncertainties that have been
identified. These are not the only risks that may affect the Group; however, they are the
principal risks that the Board considers would potentially have the most significant impact if
they were to occur. There may be further risks that materialise over time that the Group has
not yet identified or deemed to have a potentially material adverse impact on the Group.
Table 6: Principal risks and uncertainties (year ending 31 December 2025)
Principal Risks
Description/Impact
Mitigating Factors
Demand for
services in
markets and
• The Group’s ability to win new client
mandates is critical for its success and
growth
• The entrepreneurial culture and focus on helping
clients build businesses, new products and
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sectors in which
the Group
operates
• Revenue growth is reliant on the ability
to cross-sell and up-sell new services to
existing clients
• Changes in demand for the Group’s
services can significantly impact
revenues and profits
• The Group operates in multiple
geographies and industry sectors and
demand for its services can be affected
by global, regional, industry-specific or
national macro-economic conditions
• The Group operates in a competitive
environment, where other consulting
firms seek to provide similar services
customer experiences are key differentiators of
the Group’s service offering
• Elixirr is ‘The Challenger Consultancy’, offering an
alternative to the traditional consulting models.
• The consulting market is resilient in bull and bear
markets, and we offer a range of services relevant
to different market conditions
• We operate a flexible model and can deploy staff
to areas of higher demand to optimise utilisation.
• The consulting market has continued to grow
despite macro-economic challenges in the last 12
months and this has resulted in continued strong
client demand
• The Group’s inorganic growth strategy, acquiring
new businesses and their respective capabilities
contributes to continued diversification in
different markets and sectors
Recruitment and
retention of
talented
employees
• The Group's ability to attract and retain
key personnel is critical to its success
and growth
• Failure to recruit or retain talented
individuals could result in disruption to
client relationships, reduced capacity to
deliver on client engagements and
potential loss of institutional knowledge
• The Group’s strong brand reputation generates a
consistent recruitment pipeline, enabling Elixirr to
be selective and ensuring that only the highest
quality applicants are hired
• The Group has remuneration policies and
structures that reward excellent performance. For
most employees, an element of total
remuneration is variable and linked to financial
and other performance measures
• Our equity incentive model incentivises key
people to remain with the Group, with the returns
from the ESPP and share option schemes having
four to six year vesting terms to incentivise
retention
• The Group’s Partner model of single count and
double count Partners ensures that client
relationships are not limited to one individual –
mitigating the impact of the loss of any one
person
• There are contractual notice periods for all key
staff, with longer periods for senior team
members
• Staffing levels are monitored weekly in
accordance with revenue, and additional resource
with appropriate expertise and experience
recruited as required
• All employees are assigned a Partner coach to
help their progression in the business
M&A and
integration
• The Group's growth strategy has in the
past included and is expected to
continue to include acquisitions, which
involve risks and uncertainties
• Failure by the Group to successfully
integrate an acquired business may have
• A dedicated internal acquisition team is
responsible for identifying opportunities and
bringing targets through the pipeline
• Due diligence and risk assessment is performed
on all potential acquisitions, including ensuring
strategic and cultural fit and validating the
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a detrimental impact on the Group's
financial performance
business case. Elixirr has undertaken due diligence
with a number of businesses and subsequently
decided not to proceed given issues identified
during diligence. Any risks identified are mitigated
through the deal structure or other mitigating
actions or controls
• Integration and execution risk is mitigated
through disciplined integration planning, clear
governance, and dedicated management
oversight, recognising that cultural alignment and
management bandwidth are critical to successful
delivery of M&A transactions
• A proportion of acquisition consideration is
typically deferred and contingent on performance.
This aligns acquired Partners with the wider
Partner team, as performance can earn more
equity. In addition, the earn-out structure
mitigates the financial impact of any poor
performance
• The performance of an acquired company post-
acquisition is regularly reviewed to ensure it is on
track and aligned with the wider Group, including
the achievement of cross-sell synergies
Professional
reputation, key
client
relationships and
contractual terms
• The Group's ability to remain
competitive depends in part on its
ability to protect its brand and
reputation as a consultancy providing
exceptional service to clients
• Failure of the Group to develop and
retain client relationships could result in
a reduction in revenues
• Potential unforeseen contractual
liabilities and loss of client relationships
may arise from client engagements that
are not completed satisfactorily
• The Group may face challenges in
converting prospective clients or
expanding within existing accounts if it
is unable to clearly articulate value,
demonstrate differentiated capability or
effectively nurture long-term strategic
relationships. Limited penetration of key
accounts or a slowdown in new client
acquisition could restrict opportunities
for growth and impact the sustainability
of the client portfolio
• The Group has a relentless focus on customer
service and exceeding client expectations. This
combined with our bespoke solutions frequently
embed us within our clients over the long term
• Every project is overseen by one or more
Partners, whose responsibilities include
monitoring client satisfaction and ensuring
exceptional quality
• Employee options vest only for high performance.
This incentivises our people to perform at a high
level to the benefit of our clients
• Individual performance is monitored quarterly
with each team member rated on a yearly basis.
This supports the Group’s ability to ensure that
clients consistently receive high quality service.
• Every contractual agreement is reviewed by an
experienced legal team led by the General
Counsel to ensure that the risk profile is
acceptable
• The Group continues to invest in business
development capabilities and account
management disciplines aimed at strengthening
relationships with existing clients and creating
structured pathways for new client growth.
Regular client feedback, proactive relationship
mapping, and strategic account planning further
support the deepening of established
relationships and expansion into new ones
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Utilisation and
profitability
• Employee utilisation rates drive Group
profitability and may be adversely
impacted by an unexpected decline in
client projects or misalignment on the
timing of headcount growth
• Utilisation targets are set annually and monitored
monthly
• Allocation of employees to projects and available
capacity is reviewed weekly
• Project profitability is tracked against approved
target margins, with an element of Partner
remuneration based on achieving profitability
targets
• The profitability of each business unit is reviewed
regularly by the CFO and the COO
Access to capital
to fund M&A for
inorganic
expansion
• The Group’s ability to execute its M&A-
led growth strategy depends on
continued access to sufficient capital on
acceptable terms. Limited availability of
funding, whether from debt providers,
equity markets, or internal cash
generation, could restrict the Group’s
ability to complete inorganic expansion
and strategic acquisitions at the desired
pace
• Reliance on the Group’s existing debt
facility introduces risk if financial
covenants are breached or lending
conditions tighten. Non-compliance
could lead to reduced borrowing
capacity, increased financing costs, or
reduced flexibility to pursue M&A
opportunities
• Failure to secure the required capital for
acquisitions and the ongoing investment
needed to scale newly acquired
businesses could slow the execution of
the Group’s strategic plan, impacting
both inorganic and organic growth
ambitions
• The Group maintains an active dialogue with
lending partners and undertakes forward-looking
cashflow and covenant modelling to ensure
continued compliance with financial obligations
under the debt facility and to support planning for
future inorganic activity
• A disciplined capital allocation framework is in
place, supported by rigorous financial due
diligence, integration cost modelling and scenario
testing for each acquisition. This ensures that
M&A decisions, including post-deal investment
needs, remain within prudent leverage thresholds
• The Group regularly reviews its funding strategy,
assessing alternative sources of capital (e.g.,
expanded debt capacity, equity issuance, or other
financing structures) to maintain flexibility in
executing its acquisition pipeline and scaling
newly acquired businesses
• Strengthened cash management processes,
supported by detailed cash forecasting and
working-capital optimisation initiatives, enhance
internal liquidity available to fund both
acquisitions and the follow-on investment
required to embed and grow acquired businesses
The Group’s and the Company’s exposure to financial risks (credit risk, liquidity risk, interest
rate risk and foreign currency risk) is set out in the notes to the Financial Statements.
The Board considers climate-related and broader ESG risks as part of the Group’s annual risk
assessment. Climate-related risks are not currently assessed as principal risks to the Group.
See the ESG section for more information on TCFD.
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EMERGING RISKS
The Board monitors emerging risks through the annual risk process. Current areas include
evolving ESG/disclosure requirements, AI-related delivery and quality risks, cybersecurity
and talent pressure in emerging tech capabilities. These risks are tracked by management
and will be escalated if they become principal risks.
The procedures in place to identify and manage emerging risks include an annual review of
emerging risks by the Board. As part of this review, the Board determines whether any
emerging risks should be escalated to principal risks and whether existing mitigations
require enhancement or update.
MAIN CONTROL PROCEDURES
Management establishes control policies and procedures in response to each of the key
financial and operating risks identified. Control procedures are in place to ensure the
integrity of the Group’s Financial Statements and are designed to meet the Group’s
requirements. During the year, the Board reviewed the effectiveness of the Group’s risk
management and internal control systems and is satisfied that they are effective.
The Group operates a comprehensive annual planning and budgeting system. The annual
plans and budgets are approved by the Board. Management reviews the management
accounts on a monthly basis where performance against budget is monitored and any
significant deviations are identified, and appropriate action is taken.
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VIABILITY STATEMENT
OVERVIEW
In accordance with Provision 31 of the UKCG, the Directors have assessed the viability of the
Group over a period up to 31 December 2028. This period aligns with the Group’s planning
and forecasting cycle and is deemed appropriate in order to assess the potential impact of
principal risks and the effectiveness of management actions.
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The Board reviewed the Group’s current position, strategy, risk appetite, the latest financial
model and forecast, considered the principal risks and their interdependencies, and
assessed liquidity and covenant headroom through both base case and downside scenario
testing.
The financial model and forecast were built on a bottom-up basis, and then extended using
appropriate growth factors for future years. The metrics in the forecast were subject to
stress testing which involved the analysis of several severe but plausible downside scenarios
linked to the Group’s principal risks and included assessing revenue, profitability, cash
generation, liquidity and covenant compliance, with management actions included.
The Directors also reviewed key financial ratios and metrics over the period modelled,
including the Group’s cash and debt position. The covenants of the revolving credit facility
require a minimum interest cover ratio of 4.0:1 and net leverage not exceeding 2.5:1.
The analysis showed that the Group remained within available liquidity and would not
breach covenants throughout the viability period, after taking account of management
actions that the Directors considered realistic and within their control.
The Directors therefore have a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over the period to 31 December
2028.
GOING CONCERN
In accordance with Provision 30 of the UKCG, the Directors' statement on adoption of the
going concern basis of accounting in preparing the Financial Statements, and on whether
any material uncertainties exist in relation to the Group’s and the Company’s ability
to continue to do so for a period of at least twelve months from the date of approval
of the Financial Statements, is set out in section 17, the Directors' Report.
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APPROVAL
The Strategic Report comprises the Non-Executive Chairman’s Report, the CEO’s Report, the
Section 172 Statement, the Environmental, Social and Governance, the Financial Review, Our
Key Performance Indicators, Principal Risks and Uncertainties section and the Viability
Statement.
The Strategic Report was approved by the Board on 17 April 2026 and signed on its behalf
by:
Stephen Newton
Stephen Newton
Director & Chief Executive Officer
17 April 2026
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DIRECTORS' STATEMENT ON CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
The Board of the Company is committed to high standards of corporate governance, which it
considers critical to business integrity and to maintaining investors’ trust in the Company.
Following the Company’s admission to the UK Main Market, the Company has adopted the
UKCG and reports against it in this Annual Report.
This statement forms the Company’s corporate governance statement for the Directors'
Report.
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
The UKCG is constructed around Principles and related Provisions. The Board is required to
consider how the Company applies each Principle in a manner it judges appropriate in the
circumstances and to report on compliance with the Provisions on a comply-or-explain basis.
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The Board considers that, during the year ended 31 December 2025, the Company applied
the Principles of the UKCG in a manner consistent with the Company’s governance
framework, strategy, size and stage of development as a Main Market listed company.
The Company did not comply throughout the accounting period with all relevant Provisions
of the UKCG. Details of the Provisions with which the Company did not comply throughout
the accounting period, the relevant period of non-compliance where applicable, and the
reasons for non-compliance, are set out in Table 7 below.
Table 7: UKCG Provisions not complied with throughout the accounting period
Provision
Period of non-compliance
Explanation
Provision 6 – Whistleblowing
arrangements
From admission to Main Market on 1 July
2025 until implementation in 2026
As part of the Company’s transition to the
Main Market, the Company formalised and
enhanced its whistleblowing arrangements.
These arrangements were rolled out to the
workforce in 2026. The Board considered
that the steps being taken during the
transition period were appropriate in light of
the Company’s size and stage of
development, and the Company now
intends to maintain compliance with this
Provision on an ongoing basis.
Provision 20 – Open
advertising and/or use of an
external search consultancy for
the appointment of the chair
and non-executive directors
In connection with the appointment of Bill
Michael on 29 January 2026
In considering the appointment of Bill Michael
as an independent Non-Executive Director, the
Nomination Committee concluded that his
professional services experience, board-level
leadership background and knowledge of the
Company’s market made him an appropriate
candidate for the role. The Committee
therefore did not consider it necessary to
engage an external search consultancy or
undertake open advertising in this instance.
The Board was satisfied that the appointment
process was rigorous and that the
appointment was made on merit, against
objective criteria and with due regard to the
balance of skills, experience and
independence required on the Board.
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Provision 21 – Annual board
performance review
Full year 2025
During the year under review, the Board did
not undertake a formal annual evaluation of
the performance of the Board, its
committees, the Chair and individual
Directors in the manner contemplated by
the UKCG. Given the Company’s transition to
the Main Market during the year and the
focus on establishing an appropriate
governance framework, the Board
considered it appropriate to prioritise the
implementation of core governance
structures. In place of a formal evaluation,
the Chair kept Board effectiveness under
ongoing review during the year, having
regard to the operation of the Board and its
committees in practice. The Board
considered that it operated effectively
during the year.
Provision 36 – Long-term share
awards and post-employment
shareholding requirements
Full year 2025
The Company’s remuneration arrangements
during the year did not include all features
contemplated by Provision 36. The Company
does not have a formal policy for post-
employment shareholding requirements
encompassing both vested and unvested
shares. This was considered unnecessary
given three to six year vesting periods for
executive share awards and the fact that, in
practice, the Remuneration Committee has
to approve the terms of each award on a
case-by-case basis. The Remuneration
Committee has no immediate intention of
changing shareholding requirements,
however, will be keeping the Company’s
policy framework under review to ensure
that future arrangements remain aligned
with long-term shareholder interests.
Provisions 37 and 38 –
Remuneration discretion,
malus and clawback
Full year 2025
During the year, the Company’s
remuneration arrangements did not fully
reflect the requirements of Provisions 37
and 38 in all respects – the Company does
not currently operate malus and clawback
provisions for its variable remuneration
arrangements for Executive Directors. The
Remuneration Committee will keep relevant
contractual and policy documentation under
review to ensure that the Company’s
remuneration framework includes
appropriate discretion and provisions
consistent with the UKCG.
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WORKFORCE ENGAGEMENT
The Company’s approach to workforce engagement, including the engagement mechanism
and how workforce views are considered in Board decision-making, is set out in section 5,
Section 172 Statement.
Full details of our approach to governance are set out in this Directors' Statement on
Corporate Governance, and, as a Board, we continue to be committed to good standards in
governance practices and will continue to review the governance structures in place, to
ensure that the current practices are appropriate for our current shareholder base and that,
where necessary, changes are made. The key governance principles and practices are
described in the statement below, together with the Audit and Risk Committee Report in
section 13, the Remuneration Committee Report in section 15 and the Directors' Report in
section 17.
BOARD OF DIRECTORS
Gavin Patterson
Independent Non-Executive Chairman
Chair of the Nomination Committee
Member of the Remuneration Committee (with effect from admission to the Main Market
on 1 July 2025)
Gavin is Chair, formerly serving as chief executive officer of the BT Group from 2013 to 2019.
During his tenure, Gavin led the completion of the UK rollout of the superfast fibre network
and started the development of ultrafast fibre. Gavin led the £15 billion acquisition of EE,
launched BT Sport and expanded BT's cyber security business. He joined BT in 2004 as
managing director of Consumer and joined the PLC board in 2008 as chief executive BT
Retail. Prior to BT, Gavin spent four years at Virgin Media and nine years at Procter &
Gamble. Most recently, Gavin’s final executive role was at Salesforce from 2019 to 2023,
predominantly as president and chief revenue officer responsible for worldwide sales and
distribution of products and services.
Gavin is currently a non-executive director at several companies including Wix Inc, Ocado
Group, X3T and Malt. He chairs Kahoot! and Kraken Technologies.
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Gavin was appointed to the Board in November 2019.
Stephen Newton
Chief Executive Officer
Stephen is Chief Executive Officer and Founder of the Elixirr business and has over 25 years’
experience in transformational change and strategy. Prior to forming Elixirr, Stephen was a
managing partner at Accenture and was previously a financial services partner at IBM. He is
a chartered accountant, having qualified at KPMG.
Over his career, Stephen has advised the boards of some of the world's leading companies
across multiple industries. Recently he has been listed as a Global Leader in Consulting,
recognised for 'Excellence in Influence' by Consulting magazine.
Stephen was appointed to the Board in December 2018.
Graham Busby
Deputy Chief Executive Officer
Graham is Deputy Chief Executive Officer (since January 2025) and Co-Founder of the Elixirr
business having previously worked for Accenture. Graham was previously Marketing and
Sales Director for Elixirr before moving to Chief Financial Officer in 2019, where he remained
until January 2025.
Prior to Elixirr, Graham was a member of the Global Mega-Deal Team at Accenture
responsible for shaping and selling multi-functional transformational deals worth over
US$500 million to clients in all industries and geographies.
Graham was appointed to the Board in July 2020.
Nicholas Willott
Chief Financial Officer (appointed on 1 January 2025)
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Nicholas joined Elixirr in 2020, the year of the AIM IPO, and served as the Group's Finance
Director and Company Secretary until the end of 2024, before being appointed Chief
Financial Officer in January 2025. Prior to joining Elixirr, Nicholas was the finance director
and an executive board director of the financial services division of a FTSE 250 company.
Nicholas is a chartered accountant, having qualified at Deloitte and previously worked as a
director in M&A advisory.
Charlotte Stranner
Senior Independent Non-Executive Director (with effect from admission to the Main Market
on 1 July 2025)
Chair of the Audit and Risk Committee
Member of the Nomination Committee
Member of the Remuneration Committee
Charlotte is the Senior Independent Non-Executive Director. Charlotte is currently the chief
financial officer for Dianomi plc. Charlotte was previously a partner at AIM-quoted MXC
Capital, a technology, media and telecoms investor and adviser. During her time at MXC
Capital she was interim chief financial officer at AIM-quoted IDE Group plc, which was an
investee company of MXC Capital. Prior to MXC Capital, Charlotte was a corporate finance
director at finnCap Ltd. Charlotte is currently a non-executive director at Eagle Eye Solutions
Group plc and is a chartered accountant, qualifying at Moore Stephens.
Charlotte was appointed to the Board in July 2020.
Simon Retter
Independent Non-Executive Director
Chair of the Remuneration Committee (with effect from admission to the Main Market on 1
July 2025)
Member of the Audit and Risk Committee
Member of the Nomination Committee
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Simon has held several non-executive director and commercial chief financial officer roles
over the past few years. Entrepreneurial and commercial, Simon’s experience is in setting up
and managing both quoted and private companies.
With more than 16 years of experience working with public companies, particularly AIM-
quoted companies, Simon has served as finance director for several small-cap companies,
assisting with multiple AIM admissions. Simon started his career at Deloitte, where he
qualified as a chartered accountant.
Simon was appointed to the Board in July 2020.
Bill Michael
Independent Non-Executive Director (appointed on 29 January 2026)
Bill has extensive experience in professional services businesses as well as governance and
board-level leadership. He spent nearly three decades at KPMG, where he held several
senior leadership roles, most recently as chairman and senior partner of KPMG UK from
2017 to 2021.
Since leaving KPMG, Bill has undertaken multiple strategic advisory roles, supporting
growth-focused consulting and financial services businesses. Since December 2021, until
appointed to the Board, Bill acted as an independent adviser to Elixirr, advising and
providing independent challenge to Elixirr's Board and Partners regarding the Company's
growth strategy.
COMPOSITION AND INDEPENDENCE OF THE BOARD
As at 31 December 2025, the Board comprised three Executive Directors and three Non-
Executive Directors, including the independent Non-Executive Chair. The Board was of the
opinion that its composition represented an appropriate balance between executive and
non-executive directors, supporting both effective oversight and informed decision-making,
having regard to the Group’s size, strategy and operations.
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Collectively, the Board members have skills and expertise covering a range of areas including
general management, finance, sales, marketing, innovation and M&A. The Board has been
structured to combine detailed knowledge of the Group’s operations and strategy with
independent external perspective, constructive challenge and strong governance oversight.
The Board believes this mix of skills, experience and independence is appropriate to support
the long-term success of the business.
The Board considers the independence of each Non-Executive Director on appointment and
on an ongoing basis, taking into account whether any relationships or circumstances exist
which are likely to affect, or could appear to affect, their independent judgement. This
review includes consideration of each director’s external interests, relationships with the
Group and their conduct in the boardroom. The Board considers that the Non-Executive
Directors in office as at 31 December 2025 were independent in character and judgement.
Gavin Patterson is considered by the Board to exercise independent judgement in practice
through his non-executive role, his absence from the day-to-day management of the
business, and his ability to provide objective oversight and constructive challenge in Board
discussions. The Board keeps this under review on an ongoing basis.
Simon Retter and Charlotte Stranner both have diverse experience in independent advisory
roles, particularly in relation to UK quoted companies. They are considered independent as
they are not involved in the day-to-day running of the business and do not participate in
performance-related remuneration arrangements.
Elixirr intends to carry out periodic reviews of the composition of the Board to ensure that
its skillset and experience remain appropriate for the effective leadership and long-term
success of the business as it develops.
The UKLR 6 Annex 1R diversity disclosures (Board and executive management) are set out in
the Nomination Committee Report in section 14.
APPOINTMENTS TO THE BOARD AND RE-ELECTION
The Board is responsible for ensuring it has the right balance of skills and experience to
support the long-term success of the business.
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Bill Michael was appointed to the Board as an independent Non-Executive Director on 29
January 2026. From December 2021, until appointed to the Board, Bill acted as an
independent adviser to Elixirr, advising and providing independent challenge to Elixirr's
Board and Partners regarding the Company's growth strategy. Further detail on the
appointment (including the Nomination Committee’s assessment of independence) is set
out in the Nomination Committee Report in section 14.
Directors are appointed based on the needs of the Board and the wider Group. The Board
considers that a diverse Board brings different perspectives, helps avoid groupthink and
supports better decision making. The Board has established a Nomination Committee with
responsibility for overseeing Board appointments and succession planning.
All Directors will be subject to re-election by shareholders at the AGM, in accordance with
the Company’s articles of association (Articles).
DIVISION OF RESPONSIBILITIES
The Board is responsible for the overall management of the Group, including the
formulation and approval of the Group’s long-term objectives and strategy, approval of
budgets, oversight of Group operations, maintenance of sound internal control and risk
management systems, and oversight of the implementation of the Group’s strategy, policies
and plans. While the Board may delegate specific responsibilities to its committees and to
executive management, there is a formal schedule of matters reserved for decision by the
Board. These reserved matters include, amongst other things, approval of major corporate
transactions, transactions with related parties, and approval of the Annual and Interim
Financial Accounts.
The roles of Chair, Chief Executive Officer and Senior Independent Director are separate and
clearly defined. The Chair is responsible for leading the Board and ensuring its effectiveness.
The Chief Executive Officer is responsible for leading the executive management of the
business and for overseeing the implementation of the Company’s strategy and its
operational performance. The Senior Independent Director is a sounding board for the Chair
and serves as an intermediary for other Directors and shareholders.
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In the absence of a formal Board evaluation during the year, the Board’s effectiveness was
assessed on an ongoing basis by the Chair through regular review of how the Board
operated in practice. This included consideration of the quality and timeliness of information
provided to the Board, the level of attendance and engagement by Directors, the quality of
discussion and constructive challenge at meetings, and whether the Board and its
committees were operating effectively in discharging their responsibilities. Feedback from
Directors was also considered as part of this process. On that basis, the Board considered
that it operated effectively during the year.
EXECUTIVE DIRECTORS
The Executive Directors are encouraged to use their independent judgement and strong
knowledge of the Group in discharging their duties. They are responsible for the day-to-day
management of the business, including its trading, financial and operational performance
and the Group’s legal undertakings, and for ensuring that the Group operates in accordance
with applicable laws and regulations. Issues and progress made are reported to the Board by
the Chief Executive Officer.
Executive Directors are full-time employees of the Group and have entered into service
agreements with the Group.
NON-EXECUTIVE DIRECTORS
The Non-Executive Directors provide independent oversight and constructive challenge to
the Executive Directors and the Group’s senior management team. They bring external
experience and perspectives to Board discussions and decision-making and provide
objectivity and substantial input to the activities of the Board and its committees. The Non-
Executive Directors have a particular focus on strategy, performance, risk management,
internal control and corporate governance.
HOW THE BOARD OPERATES
The Board retains control of certain key decisions through the schedule of matters reserved
for the Board. This includes approval of the Group’s strategy, budgets, major capital
expenditure, acquisitions and disposals, financing arrangements and significant changes to
the Group’s organisational structure.
The Board is responsible for:
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• Overall management of the business and monitoring performance against objectives;
• Developing the Company’s strategy and overseeing risk management;
• Major investment and divestment decisions;
• Setting business values, standards and culture;
• Membership and chairs of the Board and Board committees;
• Relationships with shareholders and other stakeholders;
• The Company’s compliance with relevant legislation and regulations; and
• Appointment and reappointment of the Company’s auditors.
The Board held four meetings during 2025 at which all Directors were present. Additional
meetings were held as required to conduct ad hoc business.
The Board meets in person and via video conference. The Board is provided with
information in advance of meetings to enable it to make informed decisions. The Board
receives regular updates on the Group’s performance, financial position, risks and
opportunities. The Board also receives updates on significant developments in the Group’s
markets and competitive landscape.
PRINCIPAL ACTIVITIES OF THE BOARD DURING THE YEAR
Board activities during the year included:
• approving the Group’s strategy and budget;
• evaluating the financial performance of the Group’s business and reviewing
performance against strategic objectives and budget;
• overseeing the Company’s transition to the Main Market of the London Stock Exchange,
including approval of the steps required to support admission;
• reviewing progress across all the elements of the Group’s growth strategy;
• reviewing promotions to Partner and new Partner hires;
• reviewing the status of potential acquisitions and other strategic opportunities;
• approving the increase in debt facilities with National Westminster Bank plc;
• approving the acquisition of TRC;
• reviewing the Group’s risk management and internal control framework;
• approving the Group’s interim and annual report and Financial Statements; and
• reviewing the Group’s governance arrangements and making changes where necessary,
including the establishment of the Nomination Committee, the appointment of the
Senior Independent Director, and changing the chair of the Remuneration Committee.
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THE BOARD COMMITTEES
The Board has established three committees: an Audit and Risk Committee, a Nomination
Committee and a Remuneration Committee. The committees have formally delegated duties
and responsibilities. Each committee operates under a written term of reference, which is
reviewed annually. The terms of reference for each committee are available on the
Company’s website at www.elixirr.com/investors.
Audit and Risk Committee
The Audit and Risk Committee comprises Charlotte Stranner (Chair) and Simon Retter, both
independent Non-Executive Directors. The committee’s composition remained unchanged
following admission to the Main Market. The committee met three times during the year
ended 31 December 2025.
The committee’s primary responsibilities include:
• monitoring the integrity of the annual and half-yearly Financial Statements and other
formal announcements relating to the Company’s financial performance;
• keeping under review the adequacy and effectiveness of the Company’s internal
financial controls and internal control and risk management systems;
• overseeing the external audit relationship, including recommendations on appointment
or re-appointment, approving remuneration and terms of engagement and safeguarding
auditor independence and objectivity; and
• overseeing whistleblowing arrangements, reviewing fraud and anti-bribery controls and
considering annually the need for an internal audit function.
Nomination Committee
The Nomination Committee was established following the Company’s admission to the Main
Market in July 2025. The Nomination Committee comprises Gavin Patterson (Chair), Simon
Retter and Charlotte Stranner.
The Nomination Committee held its first meeting on 29 January 2026. As the committee was
established post-admission, there were no Nomination Committee meetings during the year
ended 31 December 2025. Further detail on the Committee’s work, including the
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appointment of Bill Michael as an independent Non-Executive Director with effect from 29
January 2026, is set out in the Nomination Committee Report.
The committee’s responsibilities include:
• leading the process for Board appointments;
• overseeing succession planning; and
• ensuring that appointments are made on merit, against objective criteria.
Remuneration Committee
The members of the Remuneration Committee prior to admission to Main Market on 1 July
2025 were Gavin Patterson (Chair), Simon Retter and Charlotte Stranner. From 1 July 2025,
Simon Retter was appointed as the Chair of the Remuneration Committee, and Gavin
Patterson became a member of the Remuneration Committee. The committee met twice
during the year ended 31 December 2025.
The committee’s primary responsibilities include:
• determining the remuneration policy for the Executive Directors;
• reviewing and approving the remuneration packages for the Executive Directors; and
• ensuring that remuneration arrangements support the Group’s strategy and promote
long-term success.
EXTERNAL ADVISERS
The Board has access to external advisers as required, including legal advisers, tax advisers
and other professional advisers. The Board considers that it is important to obtain external
advice where necessary to support decision-making and to ensure that the Group complies
with applicable laws and regulations.
DIRECTOR INDUCTION, DEVELOPMENT, INFORMATION AND SUPPORT
The Board is briefed on the regulatory and governance framework applicable to a UK Main
Market listed company, with support from external legal advisers, namely Osborne Clarke
LLP.
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Directors are also able to take independent professional advice in the furtherance of their
duties, if necessary, at the Company’s expense. Directors also have direct access to the
advice and services of the Company Secretary. The Company Secretary supports the
Chairman in ensuring that the Board receives the information and support it needs to carry
out its roles.
CONFLICTS OF INTEREST
The Board has a process in place for identifying, monitoring and managing conflicts of
interest. Directors are required to declare any conflicts of interest and the Board considers
and, where appropriate, authorises such conflicts. The Board reviews conflicts of interest
regularly.
ACCOUNTABILITY
The Board is responsible for the overall leadership, strategy and control of the business in
order to achieve its strategic aims in accordance with good corporate governance principles.
Although the Board delegates authority to its committees and the day-to-day management
of the business to the Executive Directors, it is accountable for the overall leadership,
strategy and control of the business to achieve its strategic aims in accordance with good
corporate governance principles.
RISK MANAGEMENT AND INTERNAL CONTROL
The Board is responsible for establishing and overseeing the Group’s risk management and
internal control framework. The Board reviews the framework and the principal risks facing
the Group at least annually and considers risk and internal control matters throughout the
year. The Audit and Risk Committee supports the Board by reviewing risk and internal
control matters within its remit and reporting its findings and recommendations to the
Board.
FINANCIAL REPORTING PROCESS CONTROLS
In relation to the financial reporting process, the Group operates a documented financial
reporting process and control framework, covering revenue recognition and contract
accounting, project margin estimation, procurement and supplier payments, payroll,
treasury and period-end close and consolidation controls.
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Registered in England and Wales 11723404
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Key controls include management review of significant accounting judgements and
estimates, reconciliations of material balance sheet accounts and segregation of duties
across key processes. The operation of key financial controls is monitored through
management control reporting and is reviewed by the Audit and Risk Committee at least
annually.
FINANCIAL AND BUSINESS REPORTING
The Board is responsible for ensuring that the Group’s Financial Statements and other
financial information are accurate, fair and balanced. The Board reviews the Group’s
financial performance and position on a regular basis. The Board also reviews the Group’s
budget and forecasts and monitors performance against these.
ANNUAL GENERAL MEETING AND SHAREHOLDER RIGHTS
The AGM provides shareholders with the opportunity to vote on resolutions, ask questions
of the Board and raise matters of concern. Voting is conducted on a poll, with results
published on the Company’s website following the meeting. Shareholders holding at least
5% of the voting rights may require the Directors to call a general meeting in accordance
with the Companies Act.
The Board is committed to maintaining open and constructive dialogue with shareholders.
The Board seeks to understand the views of shareholders and to take these views into
account in its decision-making. The Company engages with shareholders through a range of
channels, including the AGM, investor presentations, meetings and other communications.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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AUDIT AND RISK COMMITTEE REPORT
As Chair of the Audit and Risk Committee, I am pleased to present our Audit and Risk
Committee Report for the year ended 31 December 2025. The committee considered
relevant FRC guidance for audit committees when preparing this report.
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MEMBERSHIP
The Audit and Risk Committee comprises two members, Charlotte Stranner (Chair) and
Simon Retter. Both committee members are independent Non-Executive Directors of the
Company. The committee includes at least one member with recent and relevant financial
experience and, collectively, has competence relevant to the Group’s sector. The
committee’s structure is considered appropriate given the Company’s size. The committee
members’ biographies are set out in the Directors' Statement on Corporate Governance.
The composition of the committee remained the same following admission to the Main
Market.
MEETINGS AND ATTENDANCE
The committee met three times during the year ended 31 December 2025 and met twice
prior to the date of this report during 2026. All members of the committee at the time of
each meeting were present. Nicholas Willott (CFO) also attended meetings by invitation. The
external auditor attended the meetings in 2026, at which the annual audit for 2025 was
reviewed, and the first meeting of 2025, at which the annual audit for 2024 was reviewed.
DUTIES
The full list of the committee’s responsibilities is set out in its Terms of Reference, which is
available on the Company’s website, and is summarised below as follows:
• Financial reporting (including monitoring the integrity of the annual and half-yearly
Financial Statements and other formal announcements relating to financial
performance, and reviewing significant accounting judgements, estimates and
disclosures);
• External audit (including recommending the appointment or re-appointment of the
external auditor, safeguarding auditor independence and objectivity, approving the
audit plan, fees and terms of engagement and reviewing audit findings);
• Internal controls, risk and compliance (including oversight of internal financial controls
and the risk management and internal control framework, reviewing annual report
statements on principal and emerging risks and viability and oversight of
whistleblowing, fraud and anti-bribery arrangements);
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Registered in England and Wales 11723404
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• Internal audit/internal assurance (including considering annually whether an internal
audit function is required and overseeing alternative internal assurance arrangements
where there is no separate internal audit function); and
• Reporting including reporting to the Board after each meeting and reporting to
shareholders in this Annual Report on how the committee has discharged its
responsibilities.
PRINCIPAL ACTIVITIES OF THE COMMITTEE DURING THE YEAR
The main items of business considered by the committee during the year (and at its
meetings in 2026 in relation to the 2025 audit and Annual Report and Financial Statements)
included:
• Consideration of the 2024 financial statements of the Group and Company, the external
audit report and management representation letter;
• Review and update of the Group’s risk register;
• Review and approval of the 2025 interim financial statements;
• A review of the year-end 2025 audit plan, consideration of the scope of the audit, the
risks identified by the external auditor and the external auditor’s fees;
• Review of management’s accounting for the acquisition of TRC Advisory LLC and
impairment assessments in relation to the value of goodwill and other intangible assets;
and
• Consideration of the 2025 financial statements of the Group and Company, the external
audit report and management representation letter.
EXTERNAL AUDITOR
The committee has primary responsibility for recommending the appointment, re-
appointment and removal of the external auditor and for overseeing the external audit
process, including reviewing the findings of the auditor’s work. The external auditor has
direct access to the Chair and other members of the committee and meets with the
Committee as required.
The Company’s external auditor is Crowe U.K. LLP, which was appointed with effect from the
financial year ended 31 December 2019. During the year, the committee considered the
auditor’s independence and objectivity, including the level and nature of any non-audit
services and the safeguards in place, and considered the effectiveness of the external audit
process and the auditor’s performance. Following its review, the committee recommended
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
63
to the Board that Crowe U.K. LLP be re-appointed as the Company’s external auditor for the
FY 25.
A resolution to re-appoint Crowe U.K. LLP as the Company’s external auditor and to
authorise the Directors to determine the auditor’s remuneration will be proposed at the
AGM.
POLICIES FOR NON-AUDIT SERVICES
The committee’s policy is not to engage Crowe U.K. LLP to provide non-audit services other
than audit-related and regulatory reporting services permitted by the Financial Reporting
Council’s Ethical Standard for Auditors.
During the year ended 31 December 2025, Crowe U.K. LLP was engaged to provide non-
audit reporting services in connection with the Company’s transition to the Main Market of
the London Stock Exchange. The committee was satisfied that these services were permitted
under the Ethical Standard and did not compromise Crowe U.K. LLP’s objectivity or
independence.
AUDIT PROCESS
The committee’s role includes reviewing the external auditor’s proposed audit plan and
approach for the year-end audit, including the proposed scope of work and the principal
risks of the Financial Statements identified by the auditor. Prior to the Board’s approval of
the annual Financial Statements, the committee’s role includes receiving the external
auditor’s findings and considering areas of significant financial judgment for discussion.
INTERNAL AUDIT
The committee has considered the need for an internal audit function. Having regard to the
Group’s scale and the current complexity of its operations, the committee concluded that a
separate internal audit function is not required at this time.
The committee keeps this assessment under review on at least an annual basis. In lieu of a
dedicated internal audit function, the committee obtains internal assurance through the
executive management’s control monitoring and reporting, targeted reviews on specific risk
and control areas, and the work performed by the external auditor in connection with the
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
64
statutory audit. Where appropriate, the committee may commission independent third-
party reviews of specific processes or controls.
RISK MANAGEMENT AND INTERNAL CONTROLS
The principal risks facing the Group are summarised in section 10, Principal Risks and
Uncertainties. The committee’s responsibilities include supporting the Board’s oversight of
the Company’s risk management and internal control framework.
GOING CONCERN AND VIABILITY
The committee reviewed the analysis prepared by management and concluded that the
going concern basis of accounting was appropriate and that the statements made in section
11, Viability Statement, and section 17, the Directors' Report, were appropriate.
Signed on behalf of the Committee by:
Charlotte Stranner
Charlotte Stranner
Chair of the Audit and Risk Committee
17 April 2026
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
66
NOMINATION COMMITTEE REPORT
As Chair of the Nomination Committee, I am pleased to present our Nomination Committee
Report for the year ended 31 December 2025. This report describes the Committee’s role
and the key activity undertaken since Elixirr’s admission to the Main Market of the London
Stock Exchange on 1 July 2025.
As this is the first Nomination Committee report prepared following Main Market admission,
the Committee’s initial focus has been on ensuring that the Board’s composition and
governance arrangements are appropriate for a business of increasing scale, complexity and
ambition, and aligned with Main Market expectations.
For the avoidance of doubt, the activities described in this report cover the period up to the
date of this report, including the committee meeting held on 29 January 2026.
COMMITTEE MEMBERSHIP AND MEETINGS
The committee was formed upon Elixirr’s admission to the Main Market. The committee did
not meet during the year ended 31 December 2025 and held one meeting post the period of
this report, on 29 January 2026.
Committee membership is Gavin Patterson (Chair), Charlotte Stranner and Simon Retter, all
independent Non-Executive Directors. Attendance at the meeting on 29 January 2026 was
Gavin Patterson, Charlotte Stranner and Simon Retter.
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ROLE OF THE COMMITTEE
The committee’s primary purpose is to support the Board by ensuring that there is an
appropriate balance of skills, experience, independence and knowledge on the Board, and
that Board and senior leadership succession planning supports the Company’s strategy.
Appointments and succession planning are intended to be undertaken through a formal and
transparent process, based on merit and objective criteria.
The committee operates in accordance with written terms of reference, which include
responsibility for reviewing the Board's structure and composition, leading the process for
Board appointments, considering the time commitments of Directors, overseeing succession
planning, and reporting to the Board on its activities.
PRINCIPAL ACTIVITIES OF THE COMMITTEE SINCE MAIN MARKET ADMISSION
Appointment of new Independent Non-Executive Director
At its meeting on 29 January 2026, the committee considered the need to appoint an
additional independent Non-Executive Director to support the Company’s governance
arrangements following admission to the Main Market.
The committee had identified Bill Michael as the preferred candidate, given his professional
services experience, track record, demonstrated ability to provide independent challenge
and well-established engagement with the Company.
Given Bill’s consulting background, which provides a balance to the experience of the other
Non-Executive Directors, the Committee concluded that he met the attributes sought and
did not consider it necessary to engage an external search consultancy or undertake open
advertising in this instance. The Committee was satisfied that the appointment process was
rigorous and that the recommendation was made on merit, against objective criteria and
with due regard to the balance of skills, experience and independence required on the
Board.
Since December 2021 until appointed to the Board, Bill has acted as an independent adviser
to Elixirr, providing independent challenge to the Board and Partners on the Company’s
growth strategy. The committee considered that this track record provided a strong,
evidenced basis on which to assess his suitability for a formal Board role.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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The committee acknowledged that Bill Michael has extensive experience in professional
services businesses as well as governance and strategic advisory roles, including senior
leadership experience at KPMG UK, and has undertaken a number of strategic advisory roles
supporting growth-focused consulting and financial services businesses.
The committee also assessed Bill Michael against several criteria, including his
independence, capacity and ability to commit sufficient time to the role, and resolved to
recommend his appointment to the Board.
The Board subsequently appointed Bill Michael as an independent Non-Executive Director
with effect from 29 January 2026.
The committee’s priorities for the next reporting period include considering its forward-
looking succession plan.
DIVERSITY AND INCLUSION
The committee supports a merit-based approach to Board composition and succession
planning. In considering appointments, the committee applies objective criteria and seeks to
ensure that selection processes are conducted in a manner that avoids discrimination.
Diversity and Inclusion – Board and Executive Management data
The Company provides the disclosures required under UKLR 6.6.6R and UKLR 6 Annex 1R in
this Nomination Committee Report, using a reference date of 31 December 2025.
For the purposes of these disclosures, “Executive Management” team comprises the
Company’s Executive Directors and key management personnel of the Group.
Approach to data collection
The data for the Board and Executive Management team was collected by the Company
Secretary directly from each individual. Data collection was conducted on the basis of self-
reporting.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Senior management gender balance
As at 31 December 2025, women represented 20% of the Executive Management team (1 of
5) and 50% of the Executive Directors' direct reports (1 of 2).
Board diversity targets
As at 31 December 2025, the Company has one senior Board position held by a woman, with
Charlotte Stranner serving as Senior Independent Director. The Company did not have at
least 40% of the Board as women and did not have at least one Board member from a
minority ethnic background.
The Board considers that all appointments and succession planning are conducted on merit
against objective criteria and in a manner that avoids discrimination. While it recognises the
value of diversity and inclusion, the current composition reflects the outcome of selecting
candidates who best meet the Company’s required balance of skills, experience and
perspectives at this time.
Changes since year end
Bill Michael was appointed as an independent Non-Executive Director with effect from 29
January 2026. This change occurred between the year-end date and the date on which the
annual financial report was approved. Bill Michael is not included in tables 8 and 9 below as
they are prepared as at 31 December 2025.
Table 8: Gender identity or sex (as at 31 December 2025)
Gender
identity or
sex
Number of
board members
Percentage of
the board
Number of senior positions on
the board (CEO, CFO, SID and
Chair)
Number in
Executive
Management
Percentage
of
Executive
Management
Men 5 83% 3 4 80%
Women 1 17% 1 1 20%
Total 6 100% 4 5 100%
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Table 9: Ethnic background (as at 31 December 2025)
Ethnic
background
Number of
board members
Percentage of
the board
Number of
senior positions
on the board
(CEO, CFO, SID
and Chair)
Number in
Executive
Management
Percentage of
Executive
management
White (including
white minorities)
6 100% 4 5 100%
Mixed / multiple
ethnic groups
0 0% 0 0 0%
Asian / Asian
British
0 0% 0 0 0%
Black / African /
Caribbean /
Black British
0 0% 0 0 0%
Other ethnic
group
0 0% 0 0 0%
Not specified /
prefer not to say
0 0% 0 0 0%
Total 6 100% 4 5 100%
Signed on behalf of the Committee by:
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Gavin Patterson
Gavin Patterson
Chair of the Nomination Committee
17 April 2026
DIRECTORS' REMUNERATION REPORT
This Directors' Remuneration Report (DRR) comprises:
• the Remuneration Committee Report (Chair’s Report);
• the Annual Remuneration Report (implementation report) for the year ended 31
December 2025;
• a statement that the Directors' Remuneration Policy continues to apply, and that no new
or revised Remuneration Policy is being put to shareholders for approval at the 2026
AGM; and
• the supporting statutory disclosures and tables required for a quoted company
Directors' Remuneration Report.
This DRR should be read alongside the Directors' Statement on Corporate Governance, the
Nomination Committee Report and the Financial Statements for a broader context. All
disclosures required to be included in the DRR are set out within this section.
REMUNERATION COMMITTEE REPORT
As Chair of the Remuneration Committee, I am pleased to present the committee’s DRR for
the year ended 31 December 2025.
Membership
As at 31 December 2025, the Remuneration Committee comprised Simon Retter (Chair),
Gavin Patterson and Charlotte Stranner.
ELIXIRR INTERNATIONAL PLC
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Prior to admission to the Main Market on 1 July 2025, Gavin Patterson served as Chair of the
Remuneration Committee. As of 1 July 2025, on admission to the Main Market, Simon Retter
became Chair of the Remuneration Committee and Gavin Patterson became a member of
the Remuneration Committee.
The committee members’ biographies are set out in the Directors' Statement on Corporate
Governance.
Meetings and Attendance
The committee meets as necessary to discharge its duties. Other individuals such as the
Chief Executive Officer, Stephen Newton, may be invited to attend for all or part of meetings
as appropriate and necessary. Nicholas Willott (Company Secretary) acts as the Secretary of
the Committee.
The committee met in January 2025, March 2025 and March 2026. All members of the
committee were present at the meetings.
Duties
The committee considers remuneration policy for the Executive Directors and makes
recommendations to the Board on the remuneration framework for Executive Directors and
other senior management, as set out in its Terms of Reference (first adopted in July 2020
and then as revised in June 2025) available on the Company’s website. Nomination and
succession planning matters are reported in the Nomination Committee Report.
Key responsibilities include:
• setting remuneration levels and remuneration policy for Executive Directors;
• approving the design of, and determining the framework for, any performance-related
pay schemes; and
• reviewing the design of share incentive plans for Executive Directors.
No remuneration consultant was appointed or used by the committee during the year ended
31 December 2025.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Principal activities of the committee during the year
The principal matters considered by the committee during the year included:
• review of Executive Director remuneration outcomes and performance in the year;
• consideration of the remuneration framework (including salary review approach,
benefit and pension arrangements) for Executive Directors;
• consideration of incentive plan design and grant/vesting mechanics (annual bonus and
long-term incentives), including any material changes; and
• review of alignment between executive remuneration and the Company’s strategy and
long-term sustainable success.
Directors' Remuneration
The Remuneration Committee sets and reviews Directors' remuneration on an annual basis,
taking into account the performance of the Group and delivery of its strategy, individual
performance and market practice within comparable professional services and consulting
firms. The Committee’s aim is to support the long-term success of the Company, with
remuneration outcomes reflecting sustainable performance and the creation of long-term
shareholder value.
The overview below describes the key elements of remuneration applicable to the Executive
Directors. Arrangements for Non-Executive Directors are described separately in this
Directors' Remuneration Report.
Executive Directors
Base salary
Executive Directors' base salaries are reviewed annually by the committee, taking into
account the responsibilities, skills and experience of each individual, pay and employment
conditions within the Group, and salary levels within comparable businesses.
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Annual bonus
Executive Directors may receive discretionary performance-related annual cash bonuses.
Share options and restricted share awards
Share options and restricted share awards (RSAs) may be granted to recognise exceptional
performance and to align the interests of the Executive Directors with those of shareholders.
The vesting periods for share options and restricted share awards range from three to six
years depending on the circumstances of the awards.
The Company does not currently operate malus and clawback provisions for its variable
remuneration arrangements for Executive Directors, contrary to Provisions 37 and 38 of
UKCG. While share options granted to Executive Directors vest over a five or six-year period,
the restricted share awards granted to Executive Directors vest over a three-year period,
contrary to Provision 36 of UKCG. The committee considers this proportionate at this stage,
having regard to the structure and governance of the Company’s equity incentive
arrangements, and will keep the position under review.
Other benefits
Policies concerning benefits are reviewed annually. Benefits currently comprise private
health cover and life, critical illness and income protection insurance. A defined contribution
pension scheme is also available, and statutory minimum contributions are made for
Executive Directors unless they opt out of the scheme. No changes were made to benefits
during the year.
Non-Executive Directors
The remuneration payable to Non-Executive Directors (other than the Non-Executive
Chairman) is decided by the Chairman and Executive Directors. The remuneration payable to
the Non-Executive Chairman is decided by the other Board members. Fees are designed to
ensure the Company attracts and retains high calibre individuals. They are reviewed on an
annual basis and account is taken of the level of fees paid by other companies of a similar
size and complexity.
During the year ended 31 December 2025, the fees payable to the Chairman were £173,000
and the fees payable to the other Non-Executive Directors were £63,000 each.
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Non-Executive Directors do not participate in any annual bonus, share options or pension
arrangements. The Company repays the reasonable expenses that Non-Executive Directors
incur in carrying out their duties as Directors.
Diversity
It is the Board’s view that recruitment, promotion and any other selection exercises are
conducted against objective criteria and in a manner that avoids discrimination. The Board
recognises the benefits of diversity, inclusion and equal opportunity and seeks to ensure
that appointments are made on merit whilst maintaining an appropriate balance of skills,
experience and perspectives.
The Company’s Board and executive management diversity disclosures required under UKLR
6.6.6R and UKLR 6 Annex 1R (including the prescribed gender and ethnic background tables
and the Company’s position against the UKLR board diversity targets) are set out in the
Nomination Committee Report in section 14, prepared using a reference date of 31
December 2025.
ANNUAL REMUNERATION REPORT (IMPLEMENTATION REPORT)
FY 25 is the Company’s first DRR prepared following admission to the Main Market of the
London Stock Exchange.
Table 10: Single total figure of remuneration for FY 25
(£’000 unless stated)
Director
Salary/fees
Benefits
Annual variable
remuneration
(1-year)
Long-term variable
remuneration
(multi-year)
Pension-
related
benefits
Total
Gavin
Patterson
173
-
-
-
-
173
Simon
Retter
63
-
-
-
-
63
Charlotte
Stranner
63
-
-
-
-
63
Stephen
Newton
348
13
1,392
74
-
1,827
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Registered in England and Wales 11723404
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Graham
Busby
347
8
1,392
58
1
1,806
Nicholas
Willott
289
12
580
8
1
890
Total
1,283
33
3,364
140
2
4,822
Notes to the single total figure table
1. Benefits comprise private health cover, and life, income protection and critical illness insurances.
2. Annual variable remuneration comprises cash bonuses relating to performance in FY 25. Long-term variable
remuneration reflects the value of equity awards vesting and becoming exercisable in FY 25 in respect of performance
over multi-year performance periods.
3. Pension-related benefits reflect statutory minimum contributions into a defined contribution pension scheme made for
Executive Directors, unless they opt out of the scheme.
Annual and long-term variable remuneration – performance measures and targets
The annual variable remuneration and long-term variable remuneration outcomes for FY 25
were determined by reference to the financial and strategic performance of the Group
during the year. The Remuneration Committee assessed performance of the Group and the
individual executives and the resulting outcomes are reflected in the remuneration figures
disclosed in this Report.
Certain information that would otherwise be disclosed in respect of the detailed
performance targets (and assessment of performance against those targets) has not been
included because, in the opinion of the Directors, it is commercially sensitive and could be
prejudicial to the Company’s interests.
Accordingly, the Directors have relied on paragraph 2(5) of Schedule 8 to the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 in not
disclosing the commercially sensitive target information.
Directors' shareholding guidelines
All Directors are shareholders in the Company. There are no formal shareholding
requirements or post-employment shareholding guidelines for Directors to be met in respect
of the year ended 31 December 2025. The Remuneration Committee will be reviewing the
Company’s policy framework in light of the UKCG requirements and will consider whether
formal requirements should be introduced in future reporting periods.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Table 11: Directors' share interests for FY 25
Director
Total share
interest
RSAs granted
in FY 25 and
subject to
forfeiture
Share
interest not
subject to
forfeiture
Total options
Options
vested and
unexercised
Options
granted
in year
Exercise
price of
FY 25
grant (p)
Stephen
Newton
11,433,311 - 11,433,311
454,663
94,202 137,051 780
Graham
Busby
1,745,390 476,000 1,269,390
357,179
173,017 53,205 780
Nicholas
Willott
394,211 135,870 258,341
154,004
24,803 - -
Gavin
Patterson
175,833 - 175,833
-
-
-
-
Simon
Retter
242,083 - 242,083
-
-
-
-
Charlotte
Stranner
269,670 - 269,670
-
-
-
-
Payments for loss of office / termination payments
There were no payments for loss of office in the year ended 31 December 2025.
Chief Executive pay ratio and workforce alignment
As the Group’s average UK employee headcount did not exceed 250 during FY 25, the
Company is not required to provide the CEO pay ratio disclosures for the year. The position
will be kept under review for future reporting periods.
Relative importance of spend on pay
The table below shows the relative importance of spend on pay compared with shareholder
distributions and other significant distributions.
Table 12: Spend on pay
(£’000 unless stated)
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Year
FY 25
FY 24
% Change
Employee
remuneration costs
78,606 58,518 +34.2%
Dividends paid 8,400 6,907 +21.6%
Other distributions - - -
Shareholder voting on remuneration
No shareholder vote was held on remuneration resolutions in FY 25.
Advisers and other support
The Committee did not appoint or use an external remuneration consultant during the year
ended 31 December 2025. The Committee received information from the Company
Secretary, which considered relevant market data, including executive pay in comparable
firms. As no external remuneration consultant was engaged, no assessment of adviser
independence was required.
Implementation of remuneration policy for FY 26
In FY 26, remuneration will continue to be operated in accordance with the existing
Directors' Remuneration Policy, with no material changes proposed. Salary, annual bonus,
long-term incentives (if granted), benefits and pension, and Non-Executive Director fees will
continue to operate within the parameters of the existing policy, and the committee does
not currently intend to make changes that would require shareholder approval.
Changes in directors after the year-end
On 29 January 2026, Bill Michael was appointed as an independent Non-Executive Director
of the Company. As he was appointed after the end of the financial year, he received no
Directors' remuneration for the year ended 31 December 2025 and is not included in the
disclosures in this Annual Remuneration Report. His fees and any interests (as applicable)
will be disclosed in the Directors' Remuneration Report for the year ending 31 December
2026.
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Registered in England and Wales 11723404
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Service contracts and letters of appointment
Executive Directors have rolling service contracts. No enhanced termination payments apply
beyond base salary and contractual benefits.
Table 13: Service contracts for Executive Directors (as at 31 December 2025)
Director
Date of contract
Unexpired term
Notice period by
the company
Notice period by
the Director
Stephen Newton
1 January 2025
Rolling contract
6 months
6 months
Graham Busby
1 January 2025
Rolling contract
6 months
6 months
Nicholas Willott
1 January 2025
Rolling contract
3 months
3 months
Each of the Non-Executive Directors signed a letter of appointment on 3 July 2020 which can
be terminated by either party giving to the other prior written notice of three months.
APPROVAL
This Directors' Remuneration Report was approved by the Board on 17 April 2026 and signed
on its behalf by:
Simon Retter
Simon Retter
Chair of the Remuneration Committee
17 April 2026
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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DIRECTORS AND CORPORATE INFORMATION
DIRECTORS
Gavin Patterson
Independent Non-Executive Chairman
Stephen Newton
Chief Executive Officer
Graham Busby
Deputy Chief Executive Officer
Nicholas Willott
Chief Financial Officer (Appointed as Director on 1 January 2025)
Charlotte Stranner
Senior Independent Non-Executive Director
Simon Retter
Independent Non-Executive Director
Bill Michael
Independent Non-Executive Director (Appointed as Director on 29 January 2026)
CORPORATE
Company Secretary
Nicholas Willott
Company Registered Number
Registered in England Number: 11723404
Registered and Head Office
Registered office: 12 Helmet Row, London, EC1V 3QJ
Head office: Elixirr, 100 Cheapside, London, EC2V 6DT
Legal Advisers
Osborne Clarke LLP, One London Wall, London, EC2Y 5EB
Penningtons Manches Cooper LLP, 31 Chertsey Street, Guildford, Surrey GU1 4HD
Auditor
Crowe U.K. LLP, 55 Ludgate Hill, London, EC4M 7JW
Broker
Cavendish Capital Markets Limited, 1 Bartholomew Close, London, EC1A 7BL
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Registrars
Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD
DIRECTORS' REPORT
The Directors present their Annual Report together with the audited consolidated and
Company Financial Statements for the year ended 31 December 2025.
The Group’s business review along with future developments and the principal risks and
uncertainties facing the Group are outlined in the Strategic Report which comprises the Non-
Executive Chairman’s Report, the CEO’s Report, the Section 172 Statement, ESG section, the
Streamlined Energy and Carbon Report, the Financial Review, Key Performance Indicators,
Principal Risks and Uncertainties and the Viability Statement.
PRINCIPAL ACTIVITIES
The Company is a holding company, limited by shares, registered (and domiciled) in England,
registered number 11723404. The Company has three operating subsidiaries in the UK:
Elixirr Consulting Limited, Elixirr Digital Limited, and The Retearn Group Ltd. The Group has
five operating subsidiaries in the United States: Elixirr LLC, Elixirr Digital Inc, Insigniam LLC,
Hypothesis, and TRC. The Group also has operating subsidiaries or branches in South Africa,
France, Jersey, Denmark and Croatia.
In FY 25, the Company’s Ordinary Shares were admitted to trading on the Main Market of
the London Stock Exchange on 1 July 2025.
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RESULTS
For FY 25, revenue increased to £149.6 million. Adjusted EBITDA for FY 25 was £44.3 million,
and the Adjusted EBITDA margin was 29.6%. Year-end net debt was £24.1 million (excluding
capitalised office leases).
The results for the year are set out in the Group Statement of Comprehensive Income, and
the financial position of the Group and Company is set out in the Group and Company
Statements of Financial Position in section 19. Further commentary on performance and
future developments is set out in the Strategic Report (including the CEO’s Report and
Financial Review).
EVENTS AFTER THE YEAR-END
Subsequent to year-end, the Company appointed Bill Michael as an independent Non-
Executive Director on 29 January 2026.
On 30 January 2026, the Company acquired the entire issued share capital of Kvadrant
Consulting. The maximum consideration payable was £18.0 million (DKK154.8 million),
comprising initial cash consideration, the issuance of 415,213 new Ordinary Shares as
consideration shares, and deferred consideration contingent on performance targets. The
consideration shares were admitted to listing and trading on the Main Market, effective on 5
February 2026.
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. Further details are set out in note 27 of the Group and Company
Financial Statements in section 19.
Other than the matters noted above, there were no material post-year-end events.
DIRECTORS' INDEMNITIES
The Company maintained liability insurance for its Directors and officers during the financial
year and up to the date of approval of the Annual Report and Accounts. The Company has
also provided an indemnity for its Directors and the Company Secretary, which is a qualifying
third-party indemnity provision for the purposes of the Companies Act.
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SUBSTANTIAL SHAREHOLDINGS
The Company has been notified that at close of business on 2 March 2026, the following
shareholders had an interest in 3% or more of the Company’s issued share capital.
Table 14: Substantial shareholdings (as at 2 March 2026)
Shareholder
Number of Ordinary
Shares held
% held
Stephen Newton 11,433,311 22.85%
Gresham House Asset Management 4,512,573 9.02%
Slater Investments 3,204,449 6.40%
Ian Ferguson 2,237,385 4.47%
Graham Busby 1,745,390 3.49%
Rathbone Investment Management 1,506,876 3.01%
GOING CONCERN
At the date of approval of these Financial Statements, the Group remains profitable and cash
generative. The Group is appropriately capitalised with net debt of £24.1 million and
headroom under its debt facilities of £51.0 million as at 31 December 2025.
The Directors have prepared cash flow forecasts for the period from the date of approval of
these Financial Statements to 31 December 2028. These forecasts reflect the Directors'
assessment of current and expected market conditions and their impact on the Group’s
projected financial performance, cash flows, liquidity and covenant compliance. The
Directors have also considered downside scenarios and the availability of mitigating actions.
Having considered these forecasts, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the foreseeable
future. Accordingly, the Directors continue to adopt the going concern basis of accounting in
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preparing the Financial Statements of the Group and Company. Further details may be seen
in section 11, the Viability Statement, and note 1.5 of the Group and Company Financial
Statements in section 19.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Financial Statements
in accordance with applicable law and regulation. Company law requires the Directors to
prepare Financial Statements for each financial year. The Directors who held office at any
time during the year ended 31 December 2025 are listed in the Directors and Corporate
Information section of this Annual Report.
Under that law, the Directors have prepared the Group and Company Financial Statements
in accordance with UK-adopted international accounting standards. Under company law, the
Directors must not approve the Financial Statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and the Company and of the profit or
loss of the Group and the Company for that period.
Pursuant to the Financial Conduct Authority’s (FCA) Disclosure Guidance and Transparency
Rules, the Directors who sign this statement confirm that, to the best of their knowledge:
• the Financial Statements, prepared in accordance with the applicable set of accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit
or loss of the Group and the parent company, and of the undertakings included in the
consolidation taken as a whole; and
• the Strategic Report and Directors' Report include a fair review of the development and
performance of the business and the position of the Group and the Company, together
with a description of the principal risks and uncertainties that they face.
In preparing the Financial Statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted international accounting standards have been
followed, subject to any material departures disclosed and explained in the Financial
Statements;
• make judgements and accounting estimates that are reasonable and prudent; and
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• prepare the Financial Statements on the going concern basis unless it is inappropriate to
presume that the Group and the Company will continue in business.
The Directors are also responsible for safeguarding the assets of the Group and the
Company and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities. The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and the Company’s transactions
and disclose with reasonable accuracy at any time the financial position of the Group and
the parent company, and enable them to ensure that the Financial Statements comply with
the Companies Act.
The Directors are responsible for the maintenance and integrity of the Company’s website.
Legislation in the UK governing the preparation and dissemination of Financial Statements
may differ from legislation in other jurisdictions.
DIRECTORS' CONFIRMATIONS
The Directors are responsible for preparing the annual report and the Financial Statements
and consider that the Annual Report and Accounts, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the
Group’s and Company’s position and performance, business model and strategy.
In the case of each Director in office at the date the Directors' report is approved:
• so far as the Director is aware, there is no relevant audit information of which the
Group’s and the Company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a director to make
themselves aware of any relevant audit information and to establish that the Group’s
and the Company’s auditors are aware of that information.
FINANCIAL INSTRUMENTS
The Group’s financial instruments comprise cash and various items, such as trade
receivables, trade payables, etc., that arise directly from its operations. The Group does not
enter into derivatives transactions or otherwise speculatively trade in financial instruments.
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FINANCIAL RISK MANAGEMENT
Financial risk is managed by the Group, and more information on this can be found within
the notes to the Group and Company Financial Statements in section 19.
PERSONNEL POLICIES
Elixirr is committed to eliminating discrimination and encouraging diversity amongst our
workforce. The purpose of personnel policies is to provide equality and fairness for all in our
employment and not to discriminate on grounds of sexual orientation, marital or civil
partner status, gender reassignment, race, religion or belief, colour, nationality, ethnic or
national origin, disability or age, pregnancy or maternity or trade union membership or the
fact that they are a part-time worker or a fixed-term employee. We oppose all forms of
unlawful and unfair discrimination.
All employees have personal responsibility for the practical application of our Equal
Opportunities Policy. All employees, whether part time, full time or temporary, are treated
fairly and with respect. We are committed to ensuring that our employees and applicants for
employment shall not be disadvantaged by any policies or conditions of service which
cannot be justified as necessary for operational purposes. We will appoint, train, develop,
reward and promote on the basis of merit and ability.
Our commitments are:
• every employee is entitled to a working environment that promotes dignity and respect
for all. No form of intimidation, bullying or harassment is tolerated;
• equality in the workplace is good management practice and makes sound business
sense;
• to regularly review all our employment practices and procedures to ensure fairness;
• breaches of our equality policy are regarded as misconduct and may lead to disciplinary
proceedings;
• our personnel policies will be monitored and reviewed on a regular basis.
The Group places importance on the contributions made by all employees to the progress of
the Group and aims to keep them informed via regular formal and informal meetings.
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ARTICLES OF ASSOCIATION
The rules governing the appointment and replacement of Directors are set out in the
Articles. The Articles may be amended by a special resolution of the Company’s
shareholders.
SHARE CAPITAL
The share capital of the Company comprises the Ordinary Shares and redeemable
preference shares of £1 each (Redeemable Preference Shares). All the Redeemable
Preference Shares are held by the EBT. The issued share capital of the Company, together
with movements in the Company’s issued share capital, is shown in the notes to the
Financial Statements.
Each Ordinary Share carries the right to one vote at general meetings of the Company.
Ordinary shareholders are entitled to receive notice and to attend and speak at general
meetings. Each shareholder present in person or by proxy (or by duly authorised corporate
representatives) has, on a show of hands, one vote. On a poll, each shareholder present in
person or by proxy has one vote for each share held. Other than the general provisions of
the Articles (and prevailing legislation), there are no specific restrictions on the size of a
holding or on the transfer of the Ordinary Shares. The Directors are not aware of any
agreements between holders of the Company’s shares that may result in the restriction of
the transfer of securities or voting rights. No shareholder holds securities carrying any
special rights or control over the Company’s share capital.
The Redeemable Preference Shares are entitled to dividends at a rate of 1% per annum of
paid-up nominal value. The Redeemable Preference 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.
CHANGE OF CONTROL (SIGNIFICANT AGREEMENTS)
There are a number of agreements that may take effect, alter or terminate on a change of
control of the Company. None of these are considered to be significant in their impact on
the business as a whole, with the exception of the Group’s main financing arrangement.
Under the Group’s debt facilities with National Westminster Bank plc, if a change of control
occurs the Company must notify the facility agent and this may trigger a repayment of the
debt facility.
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POLITICAL DONATIONS
The Company made no political donations during FY 25.
INDEPENDENT AUDITORS
A resolution to reappoint the auditors, Crowe U.K. LLP, and to authorise the Directors to
determine their remuneration will be proposed at the forthcoming AGM.
DIVIDENDS
The Company’s policy is to pay two dividends a year, with an interim dividend in February
and a final dividend in August.
Subsequent to year end, the Board recommended and declared an interim dividend for FY
25 of 7.6p per Ordinary Share, representing an increase of 21% on the FY 24 interim
dividend per Ordinary Share. The interim dividend was paid to shareholders on the register
as at 30 January 2026, with an ex-dividend date of 29 January 2026. The interim dividend of
£3.7 million in total was paid to shareholders on 24 February 2026.
In line with the Company’s policy, the Board is pleased to also 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.
ANNUAL GENERAL MEETING
Notice of the AGM will be sent out to shareholders separately from this Annual Report and
Accounts.
DIRECTORS' REMUNERATION AND INTERESTS
Directors' remuneration and Directors' interests (including any related tables and voting
outcomes) are set out in the DRR.
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APPROVAL
This Directors' Report was approved by the Board on 17 April 2026 and signed on its behalf
by:
Stephen Newton
Stephen Newton
Director & Chief Executive Officer
17 April 2026
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INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF ELIXIRR
INTERNATIONAL PLC
OPINION
We have audited the financial statements of Elixirr International plc (the “Company”) and its
subsidiaries (the “Group”) for the year ended 31 December 2025 which comprise:
• the Group statement of comprehensive income for the year ended 31 December 2025;
• the Group and Company statements of financial position as at 31 December 2025;
• the Group and Company statements of changes in equity for the year ended 31
December 2025;
• the Group and Company cash flows statements for the year then ended; and
• the notes to the financial statements, including material accounting policies.
The financial reporting framework that has been applied in their preparation is applicable
law and UK adopted international accounting standards.
In our opinion, the financial statements:
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• give a true and fair view of the state of the group’s and of the Company’s affairs as at 31
December 2025 and of the group’s profit for the year then ended;
• have been properly prepared in accordance with UK adopted international accounting
standards;
• have been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in
the Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to
continue to adopt the going concern basis of accounting included:
• We obtained Directors’ assessment and verified key supporting statements to
underlying data and assessed whether these are in line with our understanding of the
business and sector.
• We obtained and reviewed management’s cash-flow forecast to 31 December 2028. The
forecasts show the group as being profitable and cash generative throughout the
specified period. In addition to the testing of the arithmetical accuracy, we also
discussed and challenged the key assumptions with management and ensured they are
reasonable with our understanding of the business and the sector.
• We reviewed a sample of post year end committed revenue to underlying contracts to
support forecast revenue.
• We reviewed the Board minutes and discussed with the Directors any matters raised in
meetings whereby minutes are not yet available.
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• We enquired with management whether there are any significant subsequent events
that may impact on their assessment of going concern.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt
on the Group’s and the Company’s ability to continue as a going concern for a period of at
least twelve months from when the financial statements are authorised for issue.
In relation to the Group’s reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern
are described in the relevant sections of this report.
OVERVIEW OF OUR AUDIT APPROACH
Materiality
In planning and performing our audit we applied the concept of materiality. An item is
considered material if it could reasonably be expected to change the economic decisions of
a user of the financial statements. We used the concept of materiality to both focus our
testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group
financial statements as a whole to be £1.5m (2024 £1.2m), based on approximately 5% of
the draft profit before tax. Materiality for the parent Company financial statements as a
whole was set at £1.0m (2024: £1.0m) based on both draft profit before tax and total assets.
We use a different level of materiality (‘performance materiality’) to determine the extent of
our testing for the audit of the financial statements. Performance materiality is set based on
the audit materiality as adjusted for the judgements made as to the entity risk and our
evaluation of the specific risk of each audit area having regard to the internal control
environment. Performance materiality was set at £1.1m (2024: £0.8m) for the Group and
£0.7m (2024: £0.7m) for the parent Company.
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Where considered appropriate performance materiality may be reduced to a lower level,
such as, for related party transactions and directors’ remuneration.
We agreed with the Audit and Risk Committee to report to it all identified errors in excess of
£0.1m (2024: £0.1m). Errors below that threshold would also be reported to it if, in our
opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
The audit procedures have been carried out solely by Crowe U.K. LLP. We performed an
audit of the complete financial information of Elixirr International Plc and its UK subsidiaries.
The overseas subsidiaries were audited remotely by the Group Audit Team using a
component materiality for the purposes of the consolidation only. We also audited the
Group consolidation process, including the aggregation of the financial information of Elixirr
International Plc and its subsidiaries.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud) we
identified, including those which had the greatest effect on the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
This is not a complete list of all risks identified by our audit.
Key audit matter
How the scope of our audit addressed the key audit matter
Acquisition accounting (note 13)
During the year, the group acquired the entire
member’s interest in TRC Advisory LLC.
There is a risk that the acquisition has not
been accounted for in accordance with IFRS 3
“Business Combinations” and / or adequate
disclosures have not been made. Specifically,
We obtained a copy of the members interest purchase agreement (MIPA)
and have ensured that the acquisition has been correctly accounted for in
accordance with IFRS 3 in the financial statements.
We audited both the assets and liabilities acquired as well as the
consideration paid. We considered, using valuation experts, the intangible
assets that arise upon this acquisition and reviewed the residual goodwill
recognised at the group level. All assumptions made were audited using
our knowledge of the group, similar clients and the wider sector. We
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Key audit matter
How the scope of our audit addressed the key audit matter
there is judgement applied in both the
valuation of intangibles that arise upon
acquisition and recognition of potential
contingent consideration. The risk of
misstatement is elevated due to potential
management bias.
discussed and challenged management on the assumptions used for their
calculations and identification of intangible assets and agreed the
underlying numbers to supporting evidence.
We obtained an understanding of the terms of the contingent
consideration arrangement by reviewing the MIPA, including the earnout
structure, payment timing and relevant contractual conditions. We
assessed management’s calculation of the expected earnout liability at
acquisition date, including the methodology applied and the
probability-weighted assessment of potential outcomes.
We evaluated the key assumptions underpinning management’s estimate,
in particular the judgement applied in assigning a 77% probability to the
maximum potential earnout and considered its sensitivity to a material
adjustment.
We challenged management on the appropriateness of assumptions used
to support these targets by reference to approved forecasts, expected
post-acquisition performance and historical experience on prior
acquisitions where contingent consideration outcomes have varied.
Finally, we assessed the adequacy of the related disclosures in the
financial statements, including those describing the key judgements and
estimation uncertainty associated with the contingent consideration and
evaluating whether the contingent consideration liability was
appropriately classified and measured in accordance with the relevant
accounting standards.
We completed our testing in conjunction with our internal valuation
specialists and a US tax specialist.
Elements of the purchase consideration are still subject to finalisation and
management therefore included an estimate of these amounts. We
considered the reasonableness of the amount recognised.
We also reviewed the accounting treatment recognised in respect of the
acquisition.
We ensured that the disclosures required by IFRS 3 have been made
completely and accurately.
Carrying value of goodwill (note 12)
In accordance with IFRS the Group is required
to test goodwill annually for impairment, or
more frequently if there are indications that
they might be impaired. Goodwill represents
£172.8m of the intangible assets recognised at
year end.
Management apply judgement within their
impairment assessment for example
identification of CGUs (cash generating unit)
and apply a number of assumptions including
the discount rate and long-term growth rate.
We obtained and reviewed the impairment assessment prepared by
management along with the supporting forecasts.
We examined in detail the basis of the impairment model including
reviewing management’s assessment of the various CGUs and the
associated carrying values upon which the headroom is considered.
We reviewed and challenged key assumptions, inputs and estimations
made by management in their forecasts and tested their appropriateness
by comparing it to past results and external sources of information.
This included a review of long-term growth and applied margin rate
assumptions as well as working capital assumptions. We also challenged
as to how micro and macro-economic risks, (such as inflation), have been
factored into the model.
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Key audit matter
How the scope of our audit addressed the key audit matter
There is a risk of misstatement due to
potentially inappropriate judgements applied.
There are detailed disclosures required under
IAS 36 and thus there is a risk of inadequate
disclosure.
We consulted with internal valuation specialists who reviewed the
appropriateness of the discount rate calculation compared to market
expectations and industry data.
We also inspected evidence of the internal review of the forecasts by
management and the Board.
We performed a retrospective review to assess the accuracy of
management’s forecast process and assess whether it is susceptible to
management bias. In doing so, we reviewed the arithmetical accuracy of
the forecasts and the resulting net present value of the resulting future
cash flows.
To understand the resilience of the business and identify scenarios where
an impairment would be required, we reviewed management’s sensitivity
analysis as well as conducted our own plausible yet downside scenario.
We reviewed the disclosures made in respect of impairment, including
those made as significant estimates and judgements to ensure compliance
with the underlying accounting standards.
Revenue recognition (note 2.2)
Revenue is recognised over time in
accordance with the requirements of IFRS 15.
Where contracts are open at the year-end, we
considered the risk that revenue was not
allocated correctly between the different
accounting periods. We considered this risk
was higher in the components of the group
which did not operate a timesheet system.
We challenged management on the appropriateness of the accounting
policy applied and considered the systems and controls in place to
minimise inappropriate recognition.
We performed reasonability assessments to determine whether the
difference in methodology for determining effort incurred compared to
other Group entities is likely to lead to a material misstatement.
We performed detailed testing on a sample of open ended contracts
which included assessing the underlying schedule of work / contract, the
associated invoices and cash receipts, and considering whether revenue
recognised post-acquisition aligns to effort incurred.
In respect of the contracts open within components that did not operate a
timesheet system, we obtained, where possible, third party
communications with customers as close to the year end as possible to
help support the most recent deliverable provided. We then compared
this to the stage of completion reported by management’s system to
enable us to assess the accuracy of this system.
OTHER INFORMATION
The other information comprises the information included in the annual report, other than
the financial statements and our auditor’s report thereon. The directors are responsible for
the other information contained within the annual report. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement
of the other information, we are required to report that fact.
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the part of the directors’ remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.
In our opinion based on the work undertaken in the course of our audit
• the information given in the strategic report and the directors’ report for the financial
year for which the financial statements are prepared is consistent with the financial
statements and those reports have been prepared in accordance with applicable legal
requirements;
• the information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures, given in compliance
with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook
made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial
statements and has been prepared in accordance with applicable legal requirements;
and
• information about the company’s corporate governance code and practices and about
its administrative, management and supervisory bodies and their committees complies
with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the group and the parent company and
their environment obtained in the course of the audit, we have not identified material
misstatements in:
• the strategic report or the directors’ report; or
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• the information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures, given in compliance
with rules 7.2.5 and 7.2.6 of the FCA Rules.
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration
report to be audited are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• a corporate governance statement has not been prepared by the parent company.
CORPORATE GOVERNANCE STATEMENT
We have reviewed the directors' statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the entity's compliance
with the provisions of the UK Corporate Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement, contained in the Directors’
Statement on Corporate Governance, is materially consistent with the financial statements
and our knowledge obtained during the audit:
• Directors' statement with regards the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified;
• Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate;
• Directors’ statement on whether they have a reasonable expectation that the Group will
be able to continue in operation and meets its liabilities;
• Directors' statement is fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks;
• Section of the annual report that describes the review of effectiveness of risk
management and internal control systems; and
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• Section describing the work of the audit committee.
RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS
As explained more fully in the Directors’ Responsibilities Statement, the directors are
responsible for the preparation of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s
and the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the Company or to cease operations, or
have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the
company operates, focussing on those laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the financial statements. The laws and
regulations we considered in this context were the Companies Act 2006 and taxation
legislation.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
99
We identified the greatest risk of material impact on the financial statements from
irregularities, including fraud, to be the override of controls by management. Our audit
procedures to respond to these risks included:
• enquiry of management about the Group's policies, procedures and related controls
regarding compliance with laws and regulations and if there are any known instances of
non-compliance;
• examining supporting documents for all material balances, transactions and disclosures;
• review of board meeting minutes;
• enquiry of management and review and inspection of relevant correspondence;
• evaluation of the selection and application of accounting policies related to subjective
measurements and complex transactions;
• analytical procedures to identify any unusual or unexpected relationships;
• testing the appropriateness of journal entries recorded in the general ledger and other
adjustments made in the preparation of the financial statements;
• review of accounting estimates for biases; and
• assessing the design and implementation of controls and approval processes in
significant risk or judgemental areas.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not
have detected some material misstatement in the financial statements, even though we
have properly planned and performed our audit in accordance with auditing standards. We
are not responsible for preventing non-compliance and cannot be expected to detect non-
compliance with all laws and regulations.
These inherent limitations are particularly significant in the case of misstatement resulting
from fraud as this may involve sophisticated schemes designed to avoid detection, including
deliberate failure to record transactions, collusion or the provision of intentional
misrepresentations.
A further description of our responsibilities for the audit of the financial statements is
available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
Following the recommendation of the Board of Directors, we were appointed, on 8 June
2020 to audit the financial statements for the period ending 31 December 2019. Our total
uninterrupted period of engagement is 7 years, covering the periods ending 31 December
2019 to 31 December 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the
group or the parent company and we remain independent of the company in conducting our
audit.
The only non-audit services provided since 1 January 2025 relate to supporting Elixirr in its
transition from the AIM market to the Main Market but these have already been disclosed in
the annual report.
The parent company is required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial statements in an annual financial report
prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on
the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report
provides no assurance over whether the structured digital format annual financial report has
been prepared in accordance with those requirements.
Our audit opinion is consistent with the additional report to the audit committee.
USE OF OUR REPORT
This report is made solely to the company's members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we
might state to the company's members those matters we are required to state to them in an
auditor's report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company and the company's
members as a body, for our audit work, for this report, or for the opinions we have formed.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
101
Matthew Stallabrass
Matthew Stallabrass
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London
EC4M 7JW
17 April 2026
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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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 | ||
| £’000s | £’000s | ||
| Note | |||
Revenue | 4 | ||
Cost of sales | 4 | ( | ( |
Gross profit | |||
Administrative expenses | ( | ( | |
Operating profit before M&A and Main Market- related items | 5 | ||
Depreciation | |||
Amortisation of intangible assets | |||
Share-based payments | |||
Adjusted EBITDA | 3 | ||
M&A-related items | 5 | ( | ( |
Main Market listing costs | ( | ||
Operating profit | 5 | ||
Finance income | |||
Finance costs | ( | ( | |
Net finance expense | 6 | ( | ( |
Profit before taxation | 5 | ||
Taxation | 7 | ( | ( |
Profit for the year | |||
| Other comprehensive income | |||
Items that may be subsequently reclassified to profit or loss: |
ELIXIRR INTERNATIONAL PLC
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Currency translation on foreign currency net | ( | ||
| investments | |||
Other comprehensive income, net of tax | ( | ||
Total comprehensive income | |||
Basic earnings per Ordinary share (p) | 10 | ||
Diluted earnings per Ordinary share (p) | 10 |
All results relate to continuing operations.
The notes on pages 85 to 127 form part of these accounts.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
104
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
As at 31 December 2025
Group | Company | ||||
| 31 December 2024 | |||||
| 31 December 2025 | (restated) | 31 December 2025 | 31 December 2024 | ||
Note | £'000s | £'000s | £'000s | £'000s | |
Assets | |||||
Non-current assets | |||||
| Intangible assets | 12 | - | - | ||
| Property, plant and equipment | 14 | - | - | ||
| Investments | 15 | 145,092 | 117,317 | ||
| Other receivables | 16 | 3,129 | 2,469 | ||
| Loans to shareholders | 16 | 8,566 | 7,399 | ||
| Deferred tax asset | 8 | - | - | ||
Total non-current assets | 156,787 | 127,185 | |||
Current assets | |||||
| Trade and other receivables | 16 | 44,068 | 782 | ||
| Corporation tax receivable | 311 | - | |||
| Cash and cash equivalents | 17 | 157 | 1,837 | ||
Total current assets | 44,536 | 2,619 | |||
Total assets | 201,323 | 129,804 | |||
Liabilities | |||||
Current liabilities |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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| Trade and other payables | 18 | 16,911 | 13,487 | ||
| Loans and borrowings | 19 | - | - | ||
| Corporation tax | - | 80 | |||
| Other creditors | 20 | 21,442 | - | ||
Total current liabilities | 38,353 | 13,567 | |||
Net current assets/(liabilities) | ( | ( | 6,183 | (10,948) | |
Non-current liabilities | |||||
| Loans and borrowings | 19 | 13,970 | - | ||
| Deferred tax liability | 8 | - | - | ||
| Other non-current liabilities | 20 | 18,776 | - | ||
Total non-current liabilities | 32,746 | - | |||
Total liabilities | 71,099 | 13,567 | |||
Net assets | 130,224 | 116,237 | |||
Equity | |||||
| Share capital | 21 | 52 | 52 | ||
| Share premium | 21 | 45,384 | 33,702 | ||
| Capital redemption reserve | 2 | 2 | |||
| EBT share reserve | 22 | ( | ( | (4,014) | (2,897) |
| Merger relief reserve | 21 | 46,870 | 46,870 | ||
( | - | - |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
106
Foreign currency translation | ||||
| reserve | ||||
| Retained earnings | 41,930 | 38,508 | ||
Total shareholders' equity | 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 on pages 85 to 127 form part of these accounts.
APPROVAL
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
107
GROUP STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Foreign | ||||||||
Capital | Merger | currency | ||||||
Share | Share | redemption | EBT share | relief | translation | Retained | ||
| capital | premium | reserve | reserve | reserve | reserve | earnings | Total | |
Group | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s |
As at 31 December 2023 | ( | |||||||
| and 01 January 2024 | ||||||||
Comprehensive income | ||||||||
Profit for the period | ||||||||
Other comprehensive income | ||||||||
Transactions with owners | ||||||||
Ordinary share issues | ||||||||
Dividends | ( | ( | ||||||
Share-based payments | ||||||||
Deferred tax recognised in equity | ( | ( | ||||||
Current tax recognised in equity | ||||||||
Sale of Ordinary Shares | ( | ( | ||||||
Acquisition of Ordinary | ( | ( | ||||||
| Shares | ||||||||
As at 31 December 2024 | ( | |||||||
| and |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Comprehensive income | ||||||||
Profit for the period | ||||||||
Other comprehensive income | ( | ( | ||||||
Transactions with owners | ||||||||
Ordinary share issues | ||||||||
Dividends | ( | ( | ||||||
Share-based payments | ||||||||
Deferred tax recognised in equity | ||||||||
Current tax recognised in equity | ||||||||
Sale of Ordinary Shares | ( | |||||||
Acquisition of Ordinary | ( | ( | ||||||
| Shares | ||||||||
As at | ( | ( |
The notes on pages 85 to 127 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
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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As at 31 December 2023
and 01 January 2024
52
29,922
2
(1,745)
46,870
29,318
104,419
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
and 01 January 2025
52
33,702
2
(2,897)
46,870
38,508
116,237
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 on pages 85 to 127 form part of these accounts. Please refer to note 28 for
explanations of reserve accounts.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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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 | 17,890 | 11,392 | ||
Taxation paid | ( | ( | (411) | (68) | |
Net cash generated from operating | 17,479 | 11,324 | |||
| activities | |||||
Cash flows from investing activities: | |||||
Purchase of property, plant and equipment | ( | ( | - | - | |
Software development costs | ( | ( | - | - | |
Payment for acquisition of subsidiary, net of cash acquired | ( | ( | - | - | |
Interest received | 12 | 303 | |||
Net cash generated/(utilised) in investing | ( | ( | 12 | 303 | |
| activities | |||||
Cash flows from financing activities: | |||||
EBT Ordinary share purchases | ( | ( | (20,718) | (12,178) | |
EBT Ordinary share sales | 7,019 | 4,105 | |||
Loans to shareholders | ( | ( | (2,350) | (2,500) | |
Loans repaid by shareholders | 1,198 | 2,592 | |||
s455 tax paid re loans to shareholders | ( | ( | (660) | (949) |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Proceeds from borrowings | 27,150 | 6,800 | |||
Interest and transaction costs paid on | ( | ( | (1,298) | (612) | |
| borrowings | |||||
Repayment of borrowings | ( | ( | (21,110) | (6,800) | |
Lease liability payments | ( | ( | - | - | |
Interest paid on lease liability | ( | ( | - | - | |
Ordinary share dividends paid to shareholders | ( | ( | (8,402) | (6,907) | |
Net cash generated/(utilised) in financing | ( | (19,171) | (16,449) | ||
| activities | |||||
Net decrease in cash and cash equivalents | ( | ( | (1,680) | (4,822) | |
Cash and cash equivalents at the beginning | 1,837 | 6,659 | |||
| of the period | |||||
Effects of exchange rate changes on cash and cash equivalents | ( | ( | - | - | |
Cash and cash equivalents at the end | 157 | 1,837 | |||
| of the period |
The notes on pages 85 to 127 form part of these accounts.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
112
NOTES TO THE FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
1.2. Basis of preparation
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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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.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Registered in England and Wales 11723404
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Registered in England and Wales 11723404
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Registered in England and Wales 11723404
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Registered in England and Wales 11723404
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ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Intangible Asset | Useful Economic Life | Valuation Method |
Trademark | 33.33% reducing balance | Relief from Royalty method |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Customer relationships | 10 - 25% reducing balance | Multi-Period Excess Earnings method |
Over order term | ||
| Order book | Multi-Period Excess Earnings method |
Tangible fixed asset | Useful economic life |
Leasehold improvements | Over the life of the lease |
Computer equipment | 3 years |
Fixtures and fittings | 3 years |
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Registered in England and Wales 11723404
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Registered in England and Wales 11723404
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Registered in England and Wales 11723404
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Registered in England and Wales 11723404
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Registered in England and Wales 11723404
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ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
127
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.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
128
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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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 |
FY 25 | FY 24 | |
Group | £’000s | £’000s |
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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 |
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 | - |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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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
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 |
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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 corporation tax in UK of 25% (FY 24: 25%) | 6,898 | 5,722 |
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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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 | - | - |
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Short-term | ||||||
Property, plant and | Share- | based | timing | |||
| equipment | Intangible assets | payments | 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 |
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
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
135
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.
FY 25 | FY 24 | |
Basic and Diluted EPS | ||
Profit attributable to the Ordinary equity holders of the Group used in calculating basic and diluted EPS (£’000s) | 19,696 | 16,379 |
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 calculating adjusted basic and diluted EPS (note 3) (£’000s) | 31,116 | 22,329 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
136
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 calculating non-adjusted and adjusted basic EPS | 47,653,623 | 47,070,665 |
Number of dilutive shares | 5,324,493 | 4,691,462 |
Weighted average number of Ordinary Shares used as the denominator in calculating non-adjusted and adjusted diluted EPS | 52,978,116 | 51,762,127 |
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 |
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:
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
137
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.
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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Goodwill | Trademarks | Customer | Order book | Software | ||
relationships | 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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
139
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 |
FY 25 | FY 24 (restated) |
£’000s | £’000s |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
140
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
141
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 % alongside | 38.2% | 29.0% | 93.4% | 92.4% | 35.7% | 26.3% |
for there to be any impairment; and In the case of no increase | ||||||
in future cash flows above those projected for the following year, the discount rate would have to exceed the % alongside | 31.7% | 25.0% | 83.9% | 88.4% | 31.3% | 22.2% |
for there to be any impairment. |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
142
13. BUSINESS COMBINATIONS
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
143
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.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
144
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.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
145
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
146
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 | Furniture and | Leasehold | Computer | ||
| asset | Fittings | Improvements | 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) |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
147
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.
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
148
Subsidiary undertakings | Country of | Principal | Registered office | FY 25 | FY 24 | |
| incorporation | activity | |||||
Elixirr Consulting Limited | England and | Consultancy | 12 Helmet Row, London, | 100% | 100% | |
| Wales | EC1V 3QJ | |||||
Elix-IRR Consulting Services | England and | Services to the | 12 Helmet Row, London, | 100% | 100% | |
| (South Africa) Limited | Wales | Group | EC1V 3QJ | |||
| (indirect) | ||||||
Elixirr, LLC (indirect) | United States | Consultancy | 2711 | Centerville Road, Suite | 100% | 100% |
| 400, Wilmington, DE 19808 | ||||||
Den Creative Limited | England and | Dormant | 12 Helmet Row, London, | 100% | 100% | |
| Wales | EC1V 3QJ | |||||
Elixirr Services Limited | England and | Dormant | 12 Helmet Row, London, | 100% | 100% | |
| (indirect) | Wales | EC1V 3QJ | ||||
Elixirr Digital Limited | England and | Consultancy | 12 Helmet Row, London, | 100% | 100% | |
| Wales | EC1V 3QJ | |||||
The Retearn Group Limited | England and | Consultancy | 12 Helmet Row, London, | 100% | 100% | |
| Wales | EC1V 3QJ | |||||
Elixirr Consulting (Jersey) | Jersey | Consultancy | 3rd Floor, 44 Esplanade, St | 100% | 100% | |
| Limited | Helier, JE4 9WG | |||||
Elixirr Inc. | United States | Holding | 2600 | Network Blvd Suite 570 | 100% | 100% |
| Company | Frisco, TX 75034 | |||||
Elixirr Digital Inc. (indirect) | United States | Consultancy | 2600 | Network Blvd Suite 570 | 100% | 100% |
| Frisco, TX 75034 | ||||||
Elixirr Digital d.o.o. (indirect) | Croatia | Consultancy | Prolaz Marije Krucifikse | 100% | 100% | |
Kozulić 1, 51000, | Rijeka | |||||
Elixirr GmbH * | Germany | Dormant | Ronsbachweg 6, 36093, | 100% | 100% | |
| Kuenzell | ||||||
Elixirr AI Inc. (indirect) | United States | Consultancy | 2600 | Network Blvd Suite 570 | 100% | 100% |
| Frisco, TX 75034 | ||||||
Insigniam, LLC (indirect) | United States | Consultancy | 301 | Woodbine Ave, | 100% | 100% |
| Narberth, PA 19072 | ||||||
Insigniam SAS | France | Consultancy | 36 Rue De Ponthieu, 75008, | 100% | 100% | |
| Paris 8 | ||||||
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
149
Hypothesis Group, LLC | United States | Consultancy | 811 | West 7th Street, Suite | 100% | 100% |
| (indirect) | 600, Los Angeles, CA 90017 | |||||
TRC Advisory, LLC (indirect) | United States | Consultancy | 2215 | York Rd, Suite 504 Oak | 100% | - |
| Brook, IL 60523 | ||||||
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
150
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 |
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
151
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 |
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
152
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 | - |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
153
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
154
Currency | Amount outstanding | Rate |
000s | % | |
GBP | 12,190 | SONIA + margin% |
USD | 2,400 | SOFR + margin% |
Right of use lease | Borrowings under | Borrowings | Debt related to | |
| liability | the revolving credit | under the term | business | |
| facility | loan | 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 | - |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
155
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 | 83 | 6 | - | - |
| contingent consideration | 22,325 | 5,564 | 21,442 | - |
Other non-current liabilities | ||||
Dilapidations | 330 | 373 | - | - |
Cash-settled share-based | 1,429 | 724 | - | - |
| payments | ||||
Contingent consideration | 19,967 | 4,189 | 18,776 | - |
21,726 | 5,286 | 18,776 | - |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
156
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 | - | - |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
157
48,237,416 | 52,410 | 46,870 | 33,702 |
Merger relief | ||||
Issued shares | Par value | 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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
158
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
159
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
160
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.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
161
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:
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
162
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
163
£’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 | 95 | 6 | - | - |
| consideration | ||||
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 |
Leases | Borrowings | Borrowings | Debt related to | Total | |
under the | under the | business | |||
revolving | term loan | combinations | |||
| credit facility | |||||
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
164
Group | Company | |||
FY 25 | FY 24 | FY 25 | FY 24 | |
£’000s | £’000s | £’000s | £’000s | |
Financial assets | ||||
Financial assets measured at amortised | 41,578 | 34,490 | 54,959 | 11,705 |
| cost | ||||
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 | - |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
165
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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
166
Less than | 6-12 | 1 - 2 years | 2 - 5 years | Over 5 years | Total contractual Carrying amount of | ||
| 6 months | months | cashflows | liabilities | ||||
Trade payables | 2,338 | - | - | - | - | 2,338 | 2,338 |
Revolving credit | - | - | - | 13,970 | - | 13,970 | 13,970 |
| facility | |||||||
Term loan | 3,161 | 6,003 | 6,003 | - | - | 15,167 | 15,167 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
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 |
Less than | 6-12 | 1 - 2 years | 2 - 5 years | Over 5 years | Total contractual | Carrying amount | |
| 6 months | months | cashflows | 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 |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
168
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 | 58,130 | (3,557) | - | - | - | - |
| receivables/(loans) | ||||||
Trade payables | (39) | (7) | (136) | (1,367) | (191) | (99) |
Net exposure | 2,156 | (2,248) | 540 | 14,394 | 1,057 | 329 |
FY 25 | FY 24 | |
£’000s | £’000s | |
10% weakening of functional currency | (34) | 25 |
10% strengthening of functional currency | 34 | (25) |
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
169
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
170
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.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
171
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.
ELIXIRR INTERNATIONAL PLC
Registered in England and Wales 11723404
172
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.