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ELIXIRR INTERNATIONAL PLC Earnings Release 2024
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Earnings Release
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Elixirr International PLC
28 April 2025
ELIXIRR INTERNATIONAL PLC
("Elixirr", the "Company" or the "Group")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
Elixirr International plc (AIM:ELIX), an established, global award-winning challenger consultancy, is pleased to announce its final results for the year ended 31 December 2024.
FINANCIAL HIGHLIGHTS
The Group delivered a record financial performance in FY 24, reflecting strong client demand, continued geographic expansion and operational discipline across the business. The Board is also pleased to recommend a final Ordinary share dividend for FY 24 of 11.5p per share, payable in August making a total dividend of 17.8p for the FY 24 financial year, a 20% increase on the FY 23 dividend.
Key highlights include:
| Metric | FY 24 | FY 23 | Change (%) |
| Revenue | £111.3m | £85.9m | +30% |
| Adjusted EBITDA¹ | £31.2m | £25.4m | +23% |
| Adjusted EBITDA¹ Margin | 28.0% | 29.6% | -1.6pp |
| Adjusted Profit Before Tax¹ | £29.7m | £24.4m | +22% |
| Adjusted Diluted EPS¹ | 43.1p | 37.2p | +16% |
| Free Cash Flow | £28.1m | £16.1m | +74% |
| Year-end Net Cash | £7.5m | £18.1m | -58% |
| Total Dividend per Share | 17.8p | 14.8p | +20% |
MOVE TO MAIN MARKET
Elixirr announces its intent to move to the Main Market of the London Stock Exchange. Subject to FCA approval, the Company expects admission later in 2025 .
Since 2019, the Group has more than quadrupled revenue and EBITDA, completed six acquisitions, and diversified its business geographically, by industry vertical and by capability. The Board believes this move marks a natural progression in Elixirr's evolution as a high-growth, tech-enabled consultancy. Having delivered against key performance benchmarks such as the Rule of 40 and Rule of 50, and with a differentiated strategy focused on scale, profitability and innovation, the Board is confident that a Main Market listing will unlock access to broader institutional capital and, over time, potential index inclusion - benefitting shareholders and supporting long-term growth.
¹ Adjusted EBITDA excludes the following items from operating profit: non-cash depreciation and amortisation charges, share-based payments and non-recurring M&A-related items. Adjusted PBT and Adjusted EPS exclude the following items from profit after tax: amortisation charges, share-based payments, non-recurring M&A-related items, M&A-related non-cash finance costs and their related tax impacts.
CURRENT TRADING & OUTLOOK
× Elixirr enters FY 25 with strong momentum, following Q1 2025 being a record revenue quarter for the Group, and April 2025 expected to be a record revenue month.
× Elixirr remains confident in delivering FY 25 trading results in line with management expectations, supported by revenue contracted to date and anticipated client demand.
× Demand remains high for the Group's technology-led advisory - particularly in digital and data-driven transformation - reinforcing confidence for the year ahead. This momentum sets a strong foundation for FY 25.
× While no revenue and EBITDA guidance for FY 25 is being provided directly by the Company in line with market norms before a Main Market listing, the Group remains confident in its outlook, underpinned by geographic, sector and capability diversification.
OPERATING HIGHLIGHTS
Stretching Existing Partners
× Revenue per Partner increased 6% to £4.1m (FY 23: £3.9m), driven by continued growth within existing accounts, improved leverage of senior delivery teams, and targeted expansion across higher-margin service lines.
Hiring New Partners
× Key external Partner hires brought deep expertise in financial services, cybersecurity, and technology. Recent additions include Nick Billington, Tej Patel and Joe Hubback.
Promoting Partners from Within
× Notable internal promotions include Nick Larsen, our first promotion to Partner from an acquired business, Portia Thornhill (General Counsel), Natasha Rostance, and Nick Greenwood, underscoring Elixirr's commitment to internal talent development.
Acquiring New Businesses
× In October 2024, Elixirr acquired Hypothesis Group, a US-based insights and strategy firm, enhancing capabilities in research, brand strategy, and data science. The Group also agreed a £45.0 million revolving credit facility ("RCF") with NatWest to support delivery of our organic and inorganic growth strategy, whilst limiting equity dilution.
Commenting on the results, Founder & CEO, Stephen Newton said:
"FY 24 has been our strongest year yet. As we prepare to move to the Main Market, we do so from a position of strength - with record revenue, earnings and client growth, and a proven strategy we can scale globally."
- Stephen Newton, Founder & Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
Elixirr International plc
Stephen Newton, Chief Executive Officer
Graham Busby, Deputy Chief Executive Officer
Nicholas Willott, Chief Financial Officer
Cavendish Capital Markets Ltd (Nominated Advisor & Joint Broker)
Stephen Keys, Callum Davidson (Corporate Finance), Sunila De Silva (ECM)
+44 (0)20 7220 0500
Peel Hunt LLP (Joint Broker)
Neil Patel, Benjamin Cryer, Alice Lane, Kate Bannatyne
+44 (0)20 7418 8900
ABOUT ELIXIRR INTERNATIONAL PLC
Elixirr is an award-winning global consulting firm working with clients across a diverse range of industries, markets and geographies. Founded in 2009, the firm set out to be the 'challenger consultancy' and do things differently than the large corporate consultancies dominating the industry: working openly and collaboratively with clients from start to finish, delivering outcomes based on innovative thinking, not methodology, and treating each client's business like their own. Elixirr has been quoted on the AIM market of the London Stock Exchange since 2020. In addition to strong organic growth, Elixirr has acquired seven boutique firms - Den Creative, Coast Digital, The Retearn Group, iOLAP, Responsum, Insigniam and Hypothesis - to grow the Group's capabilities, diversify the business, expand into new geographies and access new clients.
www.elixirr.com/investors / https://www.elixirr.com/investors
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.
NON-EXECUTIVE CHAIRMAN'S REPORT
OVERVIEW
I am pleased to introduce Elixirr's 2024 Annual Results, a year which highlighted the exceptional growth potential of the Group and its ability to deliver high-quality services to its global client base.
Elixirr leveraged its broad service offering throughout 2024 to solve complex client challenges, supported by its strong foundation in data, technology, and innovation. The Group saw great success in scaling its existing client base, significantly increasing the number of clients generating >£1 million revenue in a single year. This underscores the continued demand for Elixirr's expertise across a broad spectrum of services, industries, and geographies, while also reflecting the deepening of client relationships driven by the Group's increasingly relevant and diversified offerings.
The Group grew both organically and inorganically during the year, benefiting from its strong market positioning and growing brand recognition. This was further validated by several industry accolades, demonstrating Elixirr's growing reputation as a leader in its field. A key milestone was the acquisition of Hypothesis Group ("Hypothesis"), a market research and customer insights firm, which has expanded the Group's core capabilities. This acquisition is highly complementary to Elixirr's existing offering and aligns with its commitment to providing best-in-class advisory services.
Additionally, the acquisition has accelerated Elixirr's expansion into the US, a key strategic priority, with the region now generating more than half of the Group's revenue. This progress underscores the firm's ability to scale effectively while maintaining its strong cultural and operational foundation, positioning it well to help clients identify, navigate and capitalise on disruptive market trends.
This success has led to the Board's decision to move onto the Main Market of the London Stock Exchange later this year. This move is an important step in Elixirr's evolution, and one that should set Elixirr up perfectly for the future as we continue to grow towards our stated ambition of becoming a consulting unicorn, with a market capitalisation exceeding $1 billion.
STRATEGY
The Board continues to have confidence in Elixirr's growth strategy, which balances organic and inorganic expansion to drive sustained growth through a focus on four pillars. This strategy demonstrates Elixirr's commitment to leveraging its exceptional internal talent today as well as developing future-fit leaders of tomorrow, expanding its Partner network, and pursuing strategic acquisitions.
Elixirr Partner performance is continually enhanced through the diversification of service offerings, expanded market and client access, and sustained investment in attracting and developing top talent. This holistic approach enables the firm to elevate Partner performance, which in turn supports the ongoing ability to stretch revenue targets. The Group also advances internal talent by promoting high-performing Principals to Partner roles, reinforcing leadership continuity and cultural alignment amongst the Partner and broader leadership team. Elixirr further strengthens its market presence by bringing in experienced industry specialists and focusing on strategic acquisitions that enhance capabilities, deepen industry expertise, and expand geographic reach, particularly across the US, Europe and Africa. Together, these pillars drive Elixirr's growth while preserving its cultural and operational integrity.
The Board remains confident that Elixirr's strategy will continue to drive growth for the Group in the future. Partners and employees across the Elixirr Group are highly incentivised to support the Group's growth ambition through the equity incentive schemes that the Group has in place. Additionally, there is a strong pipeline of new acquisition targets that represent significant inorganic growth potential.
DIVIDEND
The Group policy is to pay two dividends a year, with an interim dividend in February and a final dividend in August. An interim dividend of 6.3p per Ordinary share was paid to shareholders on 17 February 2025.
The Board is pleased to recommend a final Ordinary share dividend for FY 24 of 11.5p per share, payable in August making a total dividend of 17.8p for the FY 24 financial year, a 20% increase on the FY 23 dividend. The final dividend will be recommended to shareholders at the AGM in June 2025. The FY 24 final dividend will have a total cash cost of £5.5 million.
GOVERNANCE
The Board continues to function within a strong governance framework and, throughout FY 24, has maintained the Group's adherence to the Quoted Companies Alliance (QCA) corporate governance code. This involves ensuring a well-balanced mix of skills and expertise within the Group to support its strategic direction and growth ambitions. Additionally, the Board and its subcommittees comprise independent non-executive members with diverse backgrounds and experience. Demonstrating the Group's commitment to internal succession, I welcome Graham Busby's promotion to Deputy CEO and Nicholas Willott's appointment as CFO. Ongoing monitoring of governance remains a key priority for the Board.
OUTLOOK
Given the Group's exceptional track record, the Board is optimistic about the outlook for FY 25. Elixirr's success to date, driven by the support of shareholders, clients and our team, provides a solid foundation for sustaining its strong performance and future growth.
Gavin Patterson
Non-Executive Chairman
25 April 2025
CHIEF EXECUTIVE OFFICER'S REPORT
OVERVIEW
Elixirr's strong growth in FY 24 demonstrates the continued attractiveness of our offering to our global client base. By combining strategy-led advisory and our technology-focused approach, we help businesses navigate digital transformation, AI adoption, and data-driven decision-making. Our firm's greatest strength remains the exceptional talent of our people, and the dedication and commitment of our expanding teams worldwide to supporting clients solve their toughest business challenges continues to differentiate us.
Elixirr performed well in FY 24, with revenue growing at a compound annual growth rate ("CAGR") of 38% from 2020 to 2024. This growth can be attributed to the continued diversification of our services and a proposition that combines the agility and specialisation of a boutique consultancy with the scale and credibility of larger firms. Our advisory model, underpinned by cutting edge technology, is winning market share in a market increasingly driven by tech-led solutions. Since our AIM IPO in 2020, Elixirr has emerged as one of the most successful companies on AIM, consistently outperforming other publicly listed consultancies. This track record of stellar, profitable growth underscores our ability to navigate economic cycles while driving long-term value. It has also meant Elixirr is the only listed consultancy company which achieves the Rule of 40 and Rule of 50 - metrics that combine revenue growth with profitability margin to measure company performance. This is a significant achievement that validates our approach to serving clients, positioning in the market and our growth strategy and vision.
Elixirr's successful track record to date is attributable to our relentless focus on quality, clients and a purposeful growth strategy. This strategy is structured around four pillars which balance organic and inorganic expansion to drive growth. The Group increased its number of "gold clients" (where revenue exceeds £1 million in one year) from 19 in FY 23 to 27 in FY 24, demonstrating the effectiveness of the Elixirr Partners in deepening existing client relationships. The acquisition of Hypothesis in FY 24 strengthened our research and insights capabilities across the Group and further enhanced our presence in the US - our key growth market. The Hypothesis acquisition demonstrates an inorganic growth strategy centred on acquiring businesses that provide complementary and in-demand capabilities, strengthens our presence in a key geography, and expands Elixirr's industry expertise in and access to blue-chip clients in additive sectors such as Technology, Media and Entertainment.
MOVE TO MAIN MARKET
We are excited to announce our intention to transition from AIM to the Main Market of the London Stock Exchange in 2025. This move marks the natural next step in Elixirr's evolution as a high-growth listed business and reflects the scale, maturity, and ambition of our firm. Since our AIM IPO in 2020, we have delivered significant revenue and EBITDA growth, expanded our global footprint and completed a series of strategic acquisitions that have diversified and strengthened our service offering. As we enter our next phase of growth, the leadership team believes that the Main Market provides a stronger platform to elevate our brand profile, attract global talent, and compete more credibly with the world's largest consulting firms.
A Main Market listing will enable access to broader and deeper pools of capital, including institutional and non-UK investors who are currently unable to invest in AIM-listed companies. It also positions Elixirr for potential future inclusion in indices such as the FTSE 250, which would drive passive investment and improve trading liquidity. This transition aligns with our commitment to deliver long-term value to shareholders by increasing visibility, narrowing our valuation gap relative to peers, and reinforcing confidence in our continued high performance. With our unique culture, entrepreneurial mindset, and proven track record, we are excited to take this next step forward in our growth journey.
FY 24 PERFORMANCE
In FY 24, the business generated revenue of £111.3 million - a 30% increase from the prior year (£85.9 million). We focused on both further diversifying our capabilities to enhance our service offering to clients and deepening market access in both high growth industry sectors and key geographies such as the US. The US generated 55% of revenue in FY 24 - an 11PP increase since FY 23, reflecting the success of our US growth strategy and delivering on our promise at IPO to make the US a key geography we invest in.
Elixirr delivered a diversified service offering to its global client base in FY 24, spanning multiple industries, capabilities and geographies. The Group worked with over 240 active clients in FY 24 and completed over 590 projects in this time period. With a deep understanding of emerging technologies and boardroom challenges, Elixirr remains committed to driving long-term success for its clients.
The FY 24 revenue bridge graph shows the elements of the growth in revenue from £85.9 million in FY 23 to £111.3 million in FY 24.
FY 2024 Revenue Bridge
Organic revenue growth was 13% year on year (net +£11.1 million revenue), with £9.7 million growth from existing clients and £11.4 million growth from new clients. This was partially offset by end-of-life projects which accounted for £10.0 million of revenue foregone.
The acquisition of Hypothesis in October 2024 and Insigniam's revenue from 11 months of the year added £14.3 million to revenue overall in FY 24.
Elixirr achieved Adjusted EBITDA of £31.2 million in FY 24 - an increase in absolute terms of 23% from FY 23 (£25.4 million). This FY 24 Adjusted EBITDA represented 28.0% of revenue (FY 23: 29.6%). This is in the middle of our guidance range of 27 - 29% and includes the dilutive impact of Hypothesis.
DELIVERING OUR FOUR-PILLAR GROWTH STRATEGY
Elixirr's growth strategy is built on four key pillars - Stretch, Promote, Hire, and Acquire - that balance organic and inorganic expansion to fuel growth. This approach supports the Group's ultimate ambition of becoming the world's leading digital, data, and AI consultancy. These pillars reflect Elixirr's dedication to developing internal talent, expanding its Partner network, and pursuing strategic acquisitions.
Stretching Existing Partners
As part of its organic growth approach, Elixirr has continued to focus on increasing the performance and revenue contribution of its existing Partner team. In FY 24, revenue per Partner increased by 6% from £3.9 million in FY 23 to £4.1 million in FY 24. This continues the growth in this metric in each year since listing in 2020, driven by a multi-faceted approach that includes strategic rate card increases, stronger client relationship management, a diversified and expanding service offering, and a robust incentivisation model.
This growth is further supported by stretching performance targets and a rising number of "gold" clients - those generating over £1 million in revenue - which increased from 19 in FY 23 to 27 in FY 24. Unlike growth driven by new hires or promotions, this pillar reflects the increased productivity and commercial success of our established Partner team.
Hiring New Partners
A crucial aspect of our growth strategy is hiring external Partners who bring specialised expertise and established networks. In FY 24 new Partner hires included Nick Billington, a Partner with over 35 years of experience in the financial services and insurance sectors (including previous leadership positions at Accenture, KPMG and Capita), and Joe Hubback, a former McKinsey Partner and cybersecurity specialist, with over 20 years of experience in the cybersecurity, technology and industrial sector. These candidates came through the network of the existing Partner team, and their extensive experiences and strategic vision will be invaluable as Elixirr continues to expand its services.
In March 2025 we announced a further addition to the Elixirr Partner team, Tej Patel, who brings over 20 years' expertise in financial services to the firm. He will focus on deepening and expanding our client relationships with our financial services industry vertical.
To uphold our well-established standards of quality, underperforming Partners are transitioned out, resulting in the forfeiture of their equity positions. Management remains committed to making strategic decisions that safeguard the strength of our business and the integrity of our earnings. We continually progress a warm pipeline of potential Partner candidates, ensuring that focus remains on bringing in high-quality individuals to the Partner grade.
Promoting Partners from Within
Since our inception, Elixirr has upheld the philosophy of "growing our own timber," with a strong focus on nurturing and advancing talent from within. In FY 24, Nick Larsen joined the Elixirr Partner team, marking our first promotion to Partner from one of our acquired businesses. This milestone is a key achievement in our acquisition strategy, highlighting the successful integration of iOLAP (now 'Elixirr Digital') into the Elixirr Group.
Additionally, in January 2025 it was announced that three Elixirr Principals (Portia Thornhill, Natasha Rostance and Nick Greenwood) have been promoted to Partner, effective January 2025 for Portia and October 2025 for Natasha and Nick. Portia's promotion to Partner follows her appointment to General Counsel in July 2024, and underscores the firm's ongoing commitment to nurturing internal talent and supporting professional growth. Portia formerly served as the firm's Associate General Counsel since 2021. Natasha and Nick have both been instrumental in the firm's growth, nurturing top talent and driving impactful client engagements. As Partners, they will continue contributing to Elixirr's expansion on a global scale.
Acquiring New Businesses
Elixirr's acquisition strategy is a key pillar of its overall growth approach, with the firm targeting one to two high-quality acquisitions annually. Elixirr focuses on firms that would contribute approximately 10-20% to its enterprise value, a proven programmatic approach that has significantly enhanced Eixirr's growth in terms of revenue, capabilities, industries, sectors and geographies. Its dedicated M&A team plays a crucial role in this process and screened 1,200+ potential acquisitions in FY 24 alone. Of these, approximately 15% were engaged - reflecting the firm's high quality bar when determining acquisitions to pursue.
In FY 24, Elixirr completed the acquisition of Hypothesis, a US-based insights, strategy, and design consultancy, strengthening Elixirr's customer insights and research capabilities. Hypothesis' expertise in qualitative and quantitative research, brand strategy, and data science allows Elixirr to provide deeper market and customer insights to clients. Hypothesis also provides deep expertise in the technology, media and entertainment industries and works with five of the 'Magnificent Seven'. Elixirr worked closely alongside Hypothesis on a client engagement prior to the acquisition, validating the cross-sell potential of the combined proposition.
The Group also agreed a £45.0 million revolving credit facility ("RCF") with NatWest to support delivery of our organic and inorganic growth strategy, whilst limiting equity dilution. As such, the Group's inorganic strategy remains a crucial component of our growth, and the Group's M&A team will continue to source compelling and complementary acquisition opportunities in FY 25.
OUR FIRM
I am incredibly proud of the continued commitment and entrepreneurial spirit demonstrated by our team, who have once again delivered exceptional value for our clients and driven the growth of the Group throughout the year.
The equity schemes offered by Elixirr reinforce our culture of ownership, ensuring that every team member can share in the success of the business. Through our equity incentive programmes, employees actively contribute to, and benefit from, the Group's achievements, fostering a long-term mindset that drives sustainable growth. This approach strengthens the alignment between our people and our vision, reinforcing Elixirr's reputation as a firm built by entrepreneurs, for entrepreneurs. Our Employee Share Purchase Plan ("ESPP") had high levels of participation again for the new financial year - over 50% for the Group and over 80% for the consulting business for FY 25.
Attracting and retaining top-tier talent remains a key priority for Elixirr. To ensure we continue bringing the best minds into our business, we have built strong recruitment networks across leading universities in the UK and US, including Oxford University, Cambridge University, the University of California, Berkeley, and Columbia University. Alongside these partnerships, our growing brand reputation drives a high-quality pipeline of candidates. This year alone, we received over 14,000 applications - equating to more than 100 applicants per role - and successfully welcomed 128 new hires into the business, reinforcing the strength of our employer brand and our selectivity across the Group.
Innovation remains at the heart of everything we do across the Group. As we scale, we are enhancing our internal operations through AI-driven automation, embedding efficiencies that allow our teams to work smarter and focus on delivering exceptional client outcomes. We are actively developing AI-powered tools to enhance our back-office operations through AI-driven automation, streamlining knowledge management, statement of work generation, and proposal creation. These initiatives support our broader ambition to build a technology-enabled operational backbone that optimises our ways of working, allowing our teams to access information faster and optimise business processes with AI-driven insights.
As part of our continued investment in talent and commitment to our communities, we are proud to have launched our Data and AI Academy in South Africa in 2024, a key milestone that reflects both our entrepreneurial mindset and global outlook. South Africa has been a fundamental part of Elixirr's heritage since winning our first client there in 2011. The Academy, a free 8-week IT programme based in Cape Town, provides graduates with hands-on experience, mentorship, and the opportunity to secure full-time roles with Elixirr. With an initial focus on Data & Analytics, we are leveraging our Croatian Centre of Excellence to support and upskill high-potential South African talent. Our goal is twofold: to diversify our Centre of Excellence talent pool by building a strong base in a key market that aligns with our time zones, language and culture, and to give back to the local community by investing in the next generation of technology leaders. This initiative exemplifies our core values and reinforces our commitment to driving sustainable growth through innovation and inclusion.
Elixirr's achievements continue to be recognised across the industry, and we were proud to receive multiple accolades in 2024. In 2024 we were named on Forbes' World's Best Management Consulting Firms list for the first time, a testament to our performance across a broad range of industries and consulting disciplines. We were also recognised by Consultancy.uk as a Top Consulting Firm in the UK, achieving platinum and gold rankings across service lines including Finance, Innovation, IT Strategy and Digital. Additionally, our Deputy CEO was honoured at the Global CFO Awards 2024, recognising excellence in financial leadership and strategic direction. These awards reflect the dedication, expertise, and passion of our team, and we remain focused on delivering continued impact for our clients, our people, and our business.
OUTLOOK
Elixirr's standout financial performance in FY 24, combining high growth with exceptional profitability, highlights the firm's strong potential. Momentum has continued into FY 25, with Q1 2025 being a record revenue quarter for the Group, and April 2025 expected to be a record revenue month. Given the revenue contracted to date and our expectations of client demand, we are confident in delivering FY 25 trading results in line with management expectations. Due to Elixirr's planned move to the Main Market, no revenue and EBITDA margin guidance will be given directly by the Company at this time in line with market norms.
Our diversification by geography, capability and industry vertical make the business resilient in a range of market conditions. Looking ahead, emerging technology is expected to significantly reshape the consulting industry and the services that clients demand. Given our strategic focus on technology, this presents a substantial growth opportunity for Elixirr's core offerings. Our investments in this space position us well to capitalise on these trends and drive long-term success.
The planned transition to the Main Market further strengthens our outlook, enhancing our profile, investor confidence, and access to deeper capital pools. This move aligns with our long-term strategy, supporting sustainable growth and maximising shareholder value.
Stephen Newton
Founder & Chief Executive Officer
25 April 2025
FINANCIAL REVIEW
Financial Results Summary
| FY 24 | FY 23 | % change | |
| Revenue | £111.3m | £85.9m | +30% |
| Gross profit | £35.8m | £29.3m | +22% |
| Adjusted EBITDA* | £31.2m | £25.4m | +23% |
| Adjusted EBITDA margin* | 28.0% | 29.6% | -1.6PP |
| Adjusted profit before tax* | £29.7m | £24.4m | +22% |
| Adjusted diluted earnings per share* | 43.1p | 37.2p | +16% |
| Dividend per share | 17.8p | 14.8p | +20% |
| Free cash flow | £28.1m | £16.1m | +74% |
| Net cash | £7.5m | £18.1m | -58% |
* In order to provide better clarity to the underlying performance of the Group, Elixirr uses Adjusted EBITDA, Adjusted profit before tax and Adjusted earnings per share ('EPS') as alternative performance measures ('APMs'). Please refer to note 3 of the Group and Company Financial Statements for further details.
GROUP RESULTS
The Board is pleased to report another strong year of growth for the Group, both organic and inorganic through the FY 24 acquisition of Hypothesis and the successful integration of the FY 23 acquisitions of Responsum and Insigniam. The Group achieved double-digit growth in revenue, gross profit and Adjusted EBITDA in FY 24; a testament to the continued effectiveness of our four-pillar growth strategy.
Our premium end-to-end service offering, deep knowledge of emerging technologies and industry specific expertise meant that Elixirr continued to be well placed to support an expanding client base with a variety of business-critical challenges. During FY 24 we delivered a diverse range of solutions to our clients across numerous industries and geographies, aided by the acquisition of Hypothesis. This acquisition opened doors to new blue-chip clients, markets, and capabilities, and has generated significant growth potential for future years. The Group also agreed a £45.0 million revolving credit facility with NatWest to support delivery of the Group's organic and inorganic growth strategy and for general corporate and working capital purposes, whilst limiting equity dilution.
The Group delivered healthy, industry-leading margins and strong cash generation, closing out the year in a financially sound position with debt drawn under the Group's RCF to partially fund the acquisition of Hypothesis fully repaid.
REVENUE
Revenue increased by 30% to £111.3 million in FY 24 compared with £85.9 million in FY 23, with six record months of revenue achieved during the year. Revenue growth was driven by both organic revenue growth of 13% and the impact of the acquisitions.
Revenue growth was achieved across all geographic regions (UK, USA and Rest of World) in which the Group operates, and we have significantly increased our US footprint following the acquisitions of Hypothesis in FY 24 and Insigniam and Responsum in FY 23. US revenue accounted for 55% of Group revenue in FY 24 (FY 23: 44%) - an increase of 11PP since FY 23. Revenue per client-facing Partner grew 6%, from £3.9m in FY 23 to £4.1m in FY 24. This reflects the quality and resilience of our Partner team and how the growing suite of capabilities provided by our acquisitions have expanded the range of services that our Partners can sell to their clients. This continues the growth in this metric every year since IPO.
The significant increase in the Group's revenue from FY 23 highlights persistent high demand for its current service portfolio, coupled with the strategic integration of new service capabilities acquired through acquisitions. The Hypothesis business has proven to be highly complementary to the Group's consulting, digital, data and technology offerings, providing a range of additional solutions that meet client needs.
GROUP PROFITABILITY
The Group's revenue growth was matched by similarly strong growth in profits. Group gross profit reached £35.8 million in FY 24, marking a notable £6.5 million increase or 22% growth compared to the previous year's £29.3 million.
Administrative expenses increased by 28% to £11.0 million, principally reflecting the inclusion of Insigniam and Hypothesis, including the amortisation of non-cash intangible assets.
FY 24 Group Adjusted EBITDA increased by 23% from FY 23 and was delivered at a 28% margin (FY 23: 30%). This is in the middle of our guidance range of 27-29% and includes the dilutive impact of Hypothesis when compared to FY 23 Group Adjusted EBITDA margin.
PROFIT BEFORE TAX
Group Adjusted profit before tax increased by 22% to £29.7 million (FY 23: £24.4 million) and was driven by the increase in Adjusted EBITDA.
Group statutory profit before tax increased by 4% to £22.9 million (FY 23: £22.1 million). This increase is less than the increase in Adjusted EBITDA principally as a result of non-recurring M&A-related items - FY 23 included a £2.9 million credit adjustment to contingent consideration and FY 24 included a £0.5 million debit adjustment to contingent consideration.
NET FINANCE EXPENSE
Net finance expense of £0.8 million for FY 24 includes the finance cost of contingent consideration (£0.8 million), the Group office leases liability (£0.2 million) and the RCF (£0.2 million), partially offset by £0.4 million of finance income on bank deposits. The increase in net finance expense was principally driven by the RCF. As at 31 December 2024, the Group has no interest rate risk exposure.
TAXATION
The Group's tax charge for FY 24 was £6.5 million, reflecting a higher effective tax rate on Adjusted profit before tax of 24.7% compared with 23.1% in FY 23. The increase was largely driven by the full year impact of the increase in the UK corporate tax rate from 19% to 25% (effective April 2023 onwards). For further detail on taxation see notes 7 and 8 of the Group and Company Financial Statements. Adjusted profit after tax, used in calculating adjusted EPS, is shown after adjustments for the applicable tax on adjusting items as set out in note 3.
EARNINGS PER SHARE
Adjusted diluted EPS increased by 16% to 43.1p. This was the result of the 19% increase in Adjusted profit after tax slightly offset by a higher weighted average number of shares due to the share issues for the acquisition of Hypothesis in FY 24 and Insigniam and Elixirr AI (formerly "Responsum") in FY 23. Adjusting items and their tax impacts are set out in note 3 of the Group and Company Financial Statements.
CASH FLOW
The Group's net cash position decreased to £7.5 million (FY 23: £18.1 million), with debt drawn under the RCF fully repaid at year end. This reflects a net reduction in cash of only £10.6 million for the year, despite £21.0 million of acquisition payments for Hypothesis.
The Group continued to benefit from strong cash generation with increased net cash flow generated from operations of £29.4 million in FY 24 (FY 23: £16.8 million). The increase in operating cash flow compared to FY 23 was greater than the increase in EBITDA due to positive working capital performance.
Net cash utilised for acquisitions reflects a total of £21.2 million, which is comprised of £21.0 million initial cash consideration for the acquisition of Hypothesis (net of £0.6 million cash acquired on acquisition) and £0.2 million Elixirr AI earn-out payments.
Net cash utilised in financing activities of £18.6 million represents a dividend payment of £6.9 million, net purchase of shares by the EBT of £8.1m, net Partner loans (including associated section 455 tax) of £0.9 million, net interest on and repayment of borrowing of £1.4m and office lease payments of £1.4 million.
STATEMENT OF FINANCIAL POSITION
Net assets as at 31 December 2024 totalled £132.1 million (FY 23: £119.6 million). The increase in net assets is as a result of retained profit for the year of £8.8 million, a £3.8 million increase in share premium for the share issue associated with the Hypothesis acquisition, net of loss on sale of shares by the EBT, foreign currency translation gains of £1.1 million, less the increase in cost of shares held by the EBT of £1.2 million.
DIVIDENDS
The Company paid an interim Ordinary share dividend in respect of FY 23 of 5.3p per share on 15 February 2024 and a final Ordinary share dividend in respect of FY 23 of 9.5p per share on 20 August 2024.
An interim Ordinary share dividend in respect of FY 24 of 6.3p per share was paid on 17 February 2025. The Board is pleased to recommend a final Ordinary share dividend for FY 24 of 11.5p per share, making a total dividend of 17.8p for the FY 24 financial year, a 20% increase on the FY 23 dividend.
The final dividend will be recommended to shareholders at the AGM in June 2025. The FY 24 final dividend will have a total cash cost of £5.5 million.
GROUP AND COMPANY FINANCIAL STATEMENTS
GROUP STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
| Year ended 31 December 2024 |
Year ended 31 December 2023 |
||
| Note | £'000s | £'000s | |
| Revenue | 4 | 111,344 | 85,885 |
| Cost of sales | 4 | (75,537) | (56,621) |
| Gross profit | 35,807 | 29,264 | |
| Administrative expenses | (11,040) | (8,607) | |
| Operating profit before M&A-related items | 5 | 24,767 | 20,657 |
| Depreciation | 1,485 | 1,140 | |
| Amortisation of intangible assets | 2,388 | 1,652 | |
| Share-based payments | 2,550 | 1,967 | |
| Adjusted EBITDA | 3 | 31,190 | 25,416 |
| M&A-related items | 5 | (1,074) | 1,966 |
| Operating profit | 5 | 23,693 | 22,623 |
| Finance income | 394 | 365 | |
| Finance costs | (1,198) | (889) | |
| Net finance expense | 6 | (804) | (524) |
| Profit before taxation | 5 | 22,889 | 22,099 |
| Taxation | 7 | (6,510) | (4,861) |
| Profit for the year | 16,379 | 17,238 | |
| Other comprehensive income | |||
| Items that may be subsequently reclassified to profit and loss: | |||
| Currency translation on foreign currency net investments | 1,079 | (1,500) | |
| Other comprehensive income, net of tax | 1,079 | (1,500) | |
| Total comprehensive income | 17,458 | 15,738 | |
| Basic earnings per Ordinary share (p) | 10 | 34.80 | 37.53 |
| Diluted earnings per Ordinary share (p) | 10 | 31.64 | 34.16 |
All results relate to continuing operations. The notes form part of these accounts.
Group and Company Statements of Financial Position
As at 31 December 2024
| Group | Company | ||||
| 31 December 2024 | 31 December 2023 | 31 December 2024 | 31 December 2023 | ||
| Note | £'000s | £'000s | £'000s | £'000s | |
| Assets | |||||
| Non-current assets | |||||
| Intangible assets | 12 | 130,334 | 100,905 | - | - |
| Property, plant and equipment | 14 | 4,927 | 5,612 | - | - |
| Investments | 15 | - | - | 117,317 | 95,287 |
| Other receivables | 16 | 3,023 | 1,985 | 2,469 | 1,520 |
| Loans to shareholders | 16 | 7,399 | 7,604 | 7,399 | 7,604 |
| Deferred tax asset | 8 | 3,830 | 3,477 | - | - |
| Total non-current assets | 149,513 | 119,583 | 127,185 | 104,411 | |
| Current assets | |||||
| Trade and other receivables | 16 | 18,385 | 16,686 | 782 | 261 |
| Corporation tax receivable | 7 | 467 | - | - | - |
| Cash and cash equivalents | 17 | 7,527 | 18,130 | 1,837 | 6,659 |
| Total current assets | 26,379 | 34,816 | 2,619 | 6,920 | |
| Total assets | 175,892 | 154,399 | 129,804 | 111,331 | |
| Liabilities | |||||
| Current liabilities | |||||
| Trade and other payables | 18 | 25,675 | 19,056 | 13,487 | 6,909 |
| Lease liabilities | 19 | 1,530 | 1,150 | - | - |
| Corporation tax | - | 268 | 80 | 3 | |
| Other creditors | 20 | 5,564 | 1,144 | - | - |
| Total current liabilities | 32,769 | 21,618 | 13,567 | 6,912 | |
| Net current assets | (6,390) | 13,198 | (10,948) | 8 | |
| Non-current liabilities | |||||
| Lease liabilities | 19 | 3,366 | 4,214 | - | - |
| Deferred tax liability | 8 | 3,632 | 2,000 | - | - |
| Other non-current liabilities | 20 | 4,012 | 7,005 | - | - |
| Total non-current liabilities | 11,010 | 13,219 | - | - | |
| Total liabilities | 43,779 | 34,837 | 13,567 | 6,912 | |
| Net assets | 132,113 | 119,562 | 116,237 | 104,419 | |
| Equity | |||||
| Share capital | 21 | 52 | 52 | 52 | 52 |
| Share premium | 21 | 33,702 | 29,922 | 33,702 | 29,922 |
| Capital redemption reserve | 2 | 2 | 2 | 2 | |
| EBT share reserve | 22 | (2,897) | (1,745) | (2,897) | (1,745) |
| Merger relief reserve | 21 | 46,870 | 46,870 | 46,870 | 46,870 |
| Foreign currency translation reserve | 1,457 | 378 | - | - | |
| Retained earnings | 52,927 | 44,083 | 38,508 | 29,318 | |
| Total shareholders' equity | 132,113 | 119,562 | 116,237 | 104,419 |
As permitted by section 408 of the Companies Act 2006, a separate statement of comprehensive income of the parent Company has not been presented. The Company's profit for the year was £18.0 million (FY 23: £7.6 million). The notes form part of these accounts.
Group Statement of Changes in Equity
For the year ended 31 December 2024
| Share capital | Share premium | Capital redemption reserve | EBT share reserve | Merger relief reserve | Foreign currency translation reserve | Retained earnings | Total | |
| Group | £'000s | £'000s | £'000s | £'000s | £'000s | £'000s | £'000s | £'000s |
| As at 31 December 2022 and 01 January 2023 |
52 | 25,599 | 2 | (7,147) | 46,870 | 1,878 | 28,661 | 95,915 |
| Comprehensive income | ||||||||
| Profit for the period | - | - | - | - | - | - | 17,238 | 17,238 |
| Other comprehensive income | - | - | - | - | - | (1,500) | - | (1,500) |
| Transactions with owners | ||||||||
| Ordinary share issues | - | 5,417 | - | - | - | - | - | 5,417 |
| Dividends | - | - | - | - | - | - | (4,940) | (4,940) |
| Share-based payments | - | - | - | - | - | - | 1,694 | 1,694 |
| Deferred tax recognised in equity | - | - | - | - | - | - | 1,430 | 1,430 |
| Sale of Ordinary shares | - | (1,094) | - | 9,322 | - | - | - | 8,228 |
| Acquisition of Ordinary shares | - | - | - | (3,920) | - | - | - | (3,920) |
| As at 31 December 2023 and 01 January 2024 |
52 | 29,992 | 2 | (1,745) | 46,870 | 378 | 44,083 | 119,562 |
| Comprehensive income | ||||||||
| Profit for the period | - | - | - | - | - | - | 16,379 | 16,379 |
| Other comprehensive income | - | - | - | - | - | 1,079 | - | 1,079 |
| Transactions with owners | ||||||||
| Ordinary share issues | - | 6,402 | - | - | - | - | - | 6,402 |
| Dividends | - | - | - | - | - | - | (6,907) | (6,907) |
| Share-based payments | - | - | - | - | - | - | 2,021 | 2,021 |
| Deferred tax recognised in equity | - | - | - | - | - | - | (156) | (156) |
| Current tax recognised in equity | - | - | - | - | - | - | 1,419 | 1,419 |
| Sale of Ordinary shares | - | (2,622) | - | 10,911 | - | - | (3,912) | 4,377 |
| Acquisition of Ordinary shares | - | - | - | (12,063) | - | - | - | (12,063) |
| As at 31 December 2024 | 52 | 33,702 | 2 | (2,897) | 46,870 | 1,457 | 52,927 | 132,113 |
The notes form part of these accounts. Please refer to note 28 for explanations of reserve accounts.
Company Statement of Changes in Equity
For the year ended 31 December 2024
| Share capital | Share premium | Capital redemption reserve | EBT share reserve | Merger relief reserve | Retained earnings | Total | |
| Company | £'000s | £'000s | £'000s | £'000s | £'000s | £'000s | £'000s |
| As at 31 December 2022 and 01 January 2023 |
52 | 25,599 | 2 | (7,147) | 46,870 | 24,974 | 90,350 |
| Comprehensive income | |||||||
| Profit for the period | - | - | - | - | - | 7,590 | 7,590 |
| Transactions with owners | |||||||
| Ordinary share issues | - | 5,417 | - | - | - | - | 5,417 |
| Dividends | - | - | - | - | - | (4,940) | (4,940) |
| Share-based payments | - | - | - | - | - | 1,694 | 1,694 |
| Sale of Ordinary shares | - | (1,094) | - | 9,322 | - | - | 8,228 |
| Acquisition of Ordinary shares | - | - | - | (3,920) | - | - | (3,920) |
| As at 31 December 2023 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 | 52 | 33,702 | 2 | (2,897) | 46,870 | 38,508 | 116,237 |
The notes form part of these accounts. Please refer to note 28 for explanations of reserve accounts.
GROUP AND COMPANY CASH FLOW STATEMENTS
For the year ended 31 December 2024
| Group | Company | ||||
| 31 December 2024 | 31 December 2023 | 31 December 2024 | 31 December 2023 | ||
| Note | £'000s | £'000s | £'000s | £'000s | |
| Cash flows from operating activities: | |||||
| Cash generated from operations | 24 | 35,456 | 21,988 | 11,392 | 7,080 |
| Taxation paid | (6,058) | (5,195) | (68) | (22) | |
| Net cash generated from operating activities |
29,398 | 16,793 | 11,324 | 7,058 | |
| Cash flows from investing activities: | |||||
| Purchase of property, plant and equipment | (84) | (62) | - | - | |
| Software development costs | (242) | (65) | - | - | |
| Payment for acquisition of subsidiary, net of cash acquired | (21,178) | (15,063) | - | - | |
| Investment in subsidiary | - | - | - | (4,621) | |
| Interest received | 394 | 365 | 303 | 253 | |
| Net cash utilised in investing activities |
(21,110) | (14,825) | 303 | (4,368) | |
| Cash flows from financing activities: | |||||
| EBT Ordinary share purchases | (12,178) | (3,773) | (12,178) | (3,773) | |
| EBT Ordinary share sales | 4,105 | 8,356 | 4,105 | 8,356 | |
| Loans to shareholders | (2,500) | (2,500) | (2,500) | (2,500) | |
| Loans repaid by shareholders | 2,592 | 1,130 | 2,592 | 1,130 | |
| s455 tax paid re loans to shareholders | (949) | (644) | (949) | (644) | |
| Proceeds from borrowings | 13,723 | - | 6,800 | - | |
| Interest and transaction costs paid on borrowings | (660) | - | (612) | - | |
| Repayment of borrowings | (14,419) | (687) | (6,800) | - | |
| Lease liability payments | (1,103) | (770) | - | - | |
| Interest paid | (288) | (236) | - | - | |
| Ordinary share dividends paid to shareholders | (6,907) | (4,940) | (6,907) | (4,940) | |
| Net cash utilised in financing activities |
(18,584) | (4,064) | (16,449) | (2,371) | |
| Net (decrease)/increase in cash and cash equivalents | (10,296) | (2,096) | (4,822) | 319 | |
| Cash and cash equivalents at the beginning of the period |
18,130 | 20,433 | 6,659 | 6,340 | |
| Effects of exchange rate changes on cash and cash equivalents |
(307) | (207) | - | - | |
| Cash and cash equivalents at the end of the period |
7,527 | 18,130 | 1,837 | 6,659 |
The notes form part of these accounts.
NOTES TO THE FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
1.1. General information
Elixirr International plc (the "Company") and its subsidiaries' (together the "Group") principal activities are the provision of consultancy services.
The Company is a public company limited by shares incorporated in England and Wales and domiciled in the UK. The address of the registered office is 12 Helmet Row, London, EC1V 3QJ and the Company number is 11723404.
1.2. Basis of preparation
The financial statements have been prepared in accordance with UK adopted international accounting standards.
1.3. Basis of consolidation
These financial statements consolidate the financial statements of the Company and its subsidiary undertakings as at 31 December 2024.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The acquisition method of accounting has been adopted. The financial statements of subsidiaries are prepared for the same reporting period as the parent Company, using consistent accounting policies.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.
1.4. Measurement convention
The financial statements have been prepared under the historical cost convention, except as otherwise described in the accounting policies.
The preparation of the consolidated financial information in compliance with UK adopted international accounting standards requires the use of certain critical accounting estimates and management judgements in applying the accounting policies. The significant estimates and judgements that have been made and their effect is disclosed in note 2.1.
1.5. Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operation for the foreseeable future. The Group's forecasts and projections, taking into account reasonable possible changes in trading performance, show that the Group has sufficient financial resources, together with assets that are expected to generate cash flow in the normal course of business. Accordingly, the Directors have adopted the going concern basis in preparing these consolidated financial statements. Please refer to the Directors' Report for further disclosures on going concern.
2. MATERIAL ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements of the Group and Company, which have been applied consistently to the period presented, are set out below.
2.1. Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make estimates and judgements that affect the reported amounts of assets, liabilities, costs and revenue in the financial statements. Actual results could differ from these estimates. The judgements, estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.
In the process of applying the Group's accounting policies, the Directors have made judgements which are considered to have a significant effect on the amounts recognised in the financial statements for the year ending 31 December 2024. These judgements involve estimations for contingent consideration on acquisitions and the recognition of intangibles on acquisitions, including applying the Multi-period Excess Earnings method to estimate the fair value of customer relationships and order books.
The key source of estimation uncertainty that could cause an adjustment to be required to the carrying amount of assets or liabilities within the next accounting period is contingent consideration arising on business combinations under IFRS 3. Contingent consideration contains estimation uncertainty as the earn-out potentially payable is linked to the future performance of the acquiree. In estimating the fair value of the contingent consideration, at both the acquisition date and financial year end, management has estimated the potential future cash flows of the acquirees and assessed the likelihood of an earn-out payment being made. These estimates could potentially change as a result of events over the coming years. Please refer to note 13 for specifics of the estimation uncertainty relating to the contingent consideration for the acquisition of Hypothesis. As at 31 December 2024, the maximum potential contingent consideration payable is £13.4 million, of which £8.5 million has been recognised by management.
2.2. Revenue recognition
Revenue is measured as the fair value of consideration received or receivable for satisfying performance obligations contained in contracts with clients, excluding discounts and Sales Taxes. Variable consideration is included in revenue only to the extent that it is highly probable that a significant reversal will not be required when the uncertainties determining the level of variable consideration are resolved.
This occurs as follows for the Group's various contract types:
• Time-and-materials contracts are recognised over time as services are provided at the fee rate agreed with the client where there is an enforceable right to payment for performance or performance-related elements completed to date.
• Fixed-fee contracts are recognised over time, based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided where there is an enforceable right to payment for performance completed to date. This is determined based on the actual inputs of time and expenses relative to total expected inputs.
Where contracts include multiple performance obligations, the transaction price is allocated to each performance obligation based on its stand-alone selling price. Where these are not directly observable, they are estimated based on expected cost-plus margin. Adjustments are made to allocate discounts proportionately relative to the stand-alone selling price of each performance obligation.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increase or decrease in estimated revenues or costs are reflected in the statement of comprehensive income in the period in which the circumstances that give rise to the revision became known.
Fees are normally billed on a monthly basis. If the revenue recognised by the Group exceeds the amounts billed, a contract asset is recognised. If the amounts billed exceed the revenue recognised, a contract liability is recognised. Unbilled revenue is recognised at the fair value of consultancy services provided at the reporting date reflecting the stage of completion (determined by costs incurred to date as a percentage of the total anticipated costs) of each assignment. Contract assets are reclassified as receivables when billed and the consideration has become unconditional because only the passage of time is required before payment is due.
The Group's standard payment terms require settlement of invoices within 30 days of receipt.
The Group does not adjust the transaction price for the time value of money as it does not expect to have any contracts where the period between the transfer of the promised services to the client and the payment by the client exceeds one year.
2.3. Business combinations, goodwill and consideration
Business combinations
The Group applies the acquisition method of accounting to account for business combinations in accordance with IFRS 3, 'Business Combinations'.
The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the consideration transferred over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. All transaction related costs are expensed in the period they are incurred as operating expenses. If the consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in the income statement.
Goodwill
Goodwill is initially measured at cost and any previous interest held over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in the income statement.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired.
The Group performs impairment reviews at the reporting period end to identify any goodwill or intangible assets that have a carrying value that is in excess of its recoverable amount. Determining the recoverability of goodwill and the intangible assets requires judgement in both the methodology applied and the key variables within that methodology. Where it is determined that an asset is impaired, the carrying value of the asset will be reduced to its recoverable amount with the difference recorded as an impairment charge in the income statement.
In accordance with IAS 36, the Group has tested goodwill for impairment at the reporting date. No goodwill impairment was deemed necessary as at 31 December 2024. For further details on the impairment review please refer to note 12.
Contingent and non-contingent deferred consideration on acquisition
Contingent and non-contingent deferred consideration may arise on acquisitions. Non-contingent deferred consideration may arise when settlement of all or part of the cost of the business combination falls due after the acquisition date. Contingent deferred consideration may arise when the consideration is dependent on future performance of the acquired company.
Deferred consideration associated with business combinations settled in cash is assessed in line with the agreed contractual terms. Consideration payable is recognised as capital investment cost when the deferred or contingent consideration is not employment-linked. Alternatively, consideration is recognised as remuneration expense over the deferral or contingent performance period, where the consideration is also contingent upon future employment. Where the contingent consideration is settled in a variable number of shares or cash, the consideration is classified as a liability and measured at fair value through profit and loss.
2.4. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profits as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's and Company's liability for current tax is calculated using tax rates that have been enacted or substantially enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit; and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities, and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2.5. Foreign currency translation
The presentational currency of these financial statements and the functional currency of the Group is pounds sterling.
Functional and presentational currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in 'sterling', which is the Group's and Company's functional currency and presentation currency.
On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
2.6. Intangible assets
Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.
Software development
Expenditure on software development activities is recognised as an intangible asset when the Group can demonstrate: the technical feasibility of completing the software so that it will be available for use or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the availability of resources to complete the asset; and the ability to reliably measure the expenditure during development. Capitalised software development costs are amortised on a straight-line basis over the estimated useful life of 5 years.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are initially measured at their fair value (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and any accumulated impairment losses.
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset under IAS 38. Such assets are only recognised if either:
• They are capable of being separated or divided from the company and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, identifiable asset or liability, regardless of whether the company intends to do so; or
• They arise from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations.
The cost of such intangible assets is the fair value at the acquisition date. All intangible assets acquired through business combinations are amortised over their estimated useful lives. The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of the intangibles acquired in business combinations are as follows:
| Intangible Asset | Useful Economic Life | Valuation Method |
| Trademark | 33.33% reducing balance | Relief from Royalty method |
| Customer relationships | 10 - 25% reducing balance | Multi-Period Excess Earnings method |
| Order book | Over order term | Multi-Period Excess Earnings method |
2.7. Tangible assets
Tangible fixed assets are stated at cost net of accumulated depreciation and accumulated impairment losses.
Costs comprise purchase costs together with any incidental costs of acquisition.
Depreciation is provided to write down the cost less the estimated residual value of all tangible fixed assets by equal instalments over their estimated useful economic lives on a straight-line basis. The following rates are applied:
| Tangible fixed asset | Useful economic life |
| Leasehold improvements | Over the life of the lease |
| Computer equipment | 3 years |
| Fixtures and fittings | 3 years |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, if there is an indication of a significant change since the last reporting date. Low value equipment including computers is expensed as incurred.
2.8. Impairments of tangible and intangible assets
At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets (other than goodwill) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit and loss.
Where an impairment subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit and loss.
2.9. Employee benefits
Post-retirement benefits
The Group pays into defined contribution pension schemes on behalf of employees that are operated by third parties. The assets of the schemes are held separately from those of the Group in independently administered funds.
The amount charged to the income statement represents the contributions payable to the scheme in respect of the accounting period.
Share-based payments
The cost of share-based employee compensation arrangements, whereby employees receive remuneration in the form of share options, is recognised as an employee benefit expense in the statement of profit and loss.
The total expense to be apportioned over the vesting period of the benefit is determined by reference to the fair value (excluding the effect of non-market based vesting conditions) at the grant date. Fair value is measured by use of Black Scholes option valuation model.
At the end of each reporting period the assumptions underlying the number of awards expected to vest are adjusted for the effects of non-market based vesting conditions to reflect conditions prevailing at that date. The impact of any revisions to the original estimates is recognised in the statement of profit or loss, with a corresponding adjustment to equity.
The Group has the obligation to pay employers' national insurance on the exercise of certain UK employee options. The Group has opted to account for the tax obligation under IFRS 2 as a cash-settled share-based payment arrangement as the amount of employers' national insurance due at the time of exercise is based on the share price of the equity instruments of the Company. The cash-settled share-based payment liability is estimated at each period end using the closing share price of the Company and the prevailing employers' national insurance rate. The number of awards expected to vest are consistent with the treatment for equity-settled share-based payments. The cost of employers' national insurance is included within share-based payments expense in the statement of comprehensive income.
Please refer to note 23 for further details.
2.10. Earnings per share
The Group presents basic and diluted EPS.
Basic EPS is calculated by dividing the profit attributable to the Group's Ordinary shareholders by the weighted average number of Ordinary shares outstanding during the period.
The calculation of diluted EPS assumes conversion of all potentially dilutive Ordinary shares, which arise from share options outstanding. A calculation is performed to determine the number of share options that are potentially dilutive based on the number of shares that could have been acquired at fair value from the future assumed proceeds of the outstanding share options.
2.11. Financial instruments
The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not a fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are de-recognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables.
Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with terms up to 90 days.
Contingent consideration
Contingent deferred consideration may arise on acquisitions where the consideration is dependent on the future performance of the acquired company. In circumstances where the acquiree will receive contingent consideration in a variable number of shares and is not employment-linked, the Group has recognised a financial liability at the fair value of the contingent consideration. Subsequent changes to the fair value of the contingent consideration are recognised in the statement of comprehensive income.
At the balance sheet date the contingent consideration liability represents the fair value of the remaining contingent consideration valued at acquisition. The contingent consideration liability for acquisitions under IFRS 3 contains estimation uncertainty as they relate to future expected performance of the acquired business. In estimating the fair value of the contingent consideration, management have assessed the potential future cash flows of the acquired business and the likelihood of an earn-out payment being made.
2.12. Provisions
A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.
2.13. Right-of-use assets: Leases
The Group leases two properties in the UK and seven properties outside the UK.
All leases are accounted for by recognising a right-of-use asset and a lease liability, except for leases of low value assets.
Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the lessee's incremental borrowing rate on commencement of the lease is used.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
• Lease payments made at or before commencement of the lease;
• Initial direct costs incurred; and
• The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset (typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to be made over the revised term, which are discounted at the same discount rate that applied on lease commencement. An equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
2.14. Financing income and expenses
Financing expenses comprise interest payable on borrowings, interest on lease liabilities using the effective interest method and the unwinding of the discount on contingent consideration.
Financing income includes interest receivable on funds invested.
Interest income and interest payable are recognised in the statement of comprehensive income as they accrue, using the effective interest method.
2.15. Standards issued but not yet effective
At the date of authorisation of these financial statements, there are no standards that are issued but not yet effective that would be expected to have a material impact on the Group or Company's financial statements in the current or future reporting periods and on foreseeable future transactions.
3. Alternative performance measures
In order to provide better clarity to the underlying performance of the Group, Elixirr uses adjusted EBITDA and adjusted EPS as alternative performance measures. These measures are not defined under IFRS. These non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, but have been included as the Directors consider adjusted EBITDA and adjusted EPS to be key measures used within the business for assessing the underlying performance of the Group's ongoing business across periods.
Adjusted EBITDA excludes the following items from operating profit: non-cash depreciation and amortisation charges, share-based payments and non-recurring M&A-related items. Adjusted EPS excludes the following items from profit after tax: amortisation charges, share-based payments, non-recurring M&A-related items, M&A-related non-cash finance costs and their related tax impacts.
The table below sets out the reconciliation of the Group's adjusted EBITDA and adjusted profit before tax from profit before tax:
| FY 24 | FY 23 | |
| Group | £'000s | £'000s |
| Profit before tax | 22,889 | 22,099 |
| Adjusting items: | ||
| M&A-related items (note 5) | 1,074 | (1,966) |
| Amortisation of intangible assets | 2,388 | 1,652 |
| Share-based payments | 2,550 | 1,967 |
| Finance cost - contingent consideration | 757 | 636 |
| Adjusted profit before tax | 29,658 | 24,388 |
| Depreciation | 1,485 | 1,140 |
| Net finance cost/(income) - excluding contingent consideration | 47 | (112) |
| Adjusted EBITDA | 31,190 | 25,416 |
The table below sets out the reconciliation of the Group's adjusted profit after tax to adjusted profit before tax:
| FY 24 | FY 23 | |
| Group | £'000s | £'000s |
| Adjusted profit before tax | 29,658 | 24,388 |
| Tax charge | (6,510) | (4,861) |
| Tax impact of adjusting items | (819) | (761) |
| Adjusted profit after tax | 22,329 | 18,766 |
Adjusted profit after tax is used in calculating adjusted basic and adjusted diluted EPS. Adjusted profit after tax is stated before adjusting items and their associated tax effects.
Adjusted EPS is calculated by dividing the adjusted profit after tax for the period attributable to Ordinary shareholders by the weighted average number of Ordinary shares outstanding during the period. Adjusted diluted EPS is calculated by dividing adjusted profit after tax by the weighted average number of shares adjusted for the impact of potential Ordinary shares.
Potential Ordinary shares are treated as dilutive when their conversion to Ordinary shares would decrease EPS. Please refer to note 10 for further details.
| FY 24 | FY 23 | |
| Group | p | p |
| Adjusted EPS | 47.44 | 40.86 |
| Adjusted diluted EPS | 43.14 | 37.19 |
4. SegmentAL reporting
| FY 24 | FY 23 | |
| Group | £'000s | £'000s |
| Revenue from contracts with customers arises from: | ||
| United Kingdom | 29,622 | 28,520 |
| USA | 61,181 | 37,533 |
| Rest of World | 20,540 | 19,832 |
| Total Revenue | 111,343 | 85,885 |
IFRS 8 requires that operating segments be identified on the basis of internal reporting and decision-making. The Group is operated as one global business by its executive team, with key decisions being taken by the same leaders irrespective of the geography where work for clients is carried out. Management therefore consider that the Group has one operating segment. As such, no additional disclosure has been provided under IFRS 8.
The Company is a holding Company operating in the UK with its assets and liabilities given in the Company Statement of Financial Position. Other Company information is provided in the other notes to the accounts.
5. Profit before taxation
The following items have been included in arriving at profit before taxation:
| FY 24 | FY 23 | |
| Group | £'000s | £'000s |
| Depreciation of property, plant and equipment: | ||
| - Owned assets | 269 | 233 |
| - Leased assets | 1,216 | 907 |
| Amortisation of intangible assets | 2,388 | 1,652 |
| Share-based payments | 2,550 | 1,967 |
| Foreign exchange (gains)/losses | (192) | 388 |
| M&A-related items | 1,074 | (1,966) |
| - Transaction costs | 592 | 956 |
| - Employment-related contingent consideration | 6 | - |
| - Adjustment to contingent consideration | 476 | (2,922) |
The M&A-related cost of £1.1 million in FY 24 includes adjustments to contingent consideration associated with the acquisition of Elixirr AI, employment-related contingent consideration and other non-recurring costs associated with the acquisition of Hypothesis, as well as other non-recurring costs in respect of M&A activity. The M&A-related net credit of £2.0 million in FY 23 includes adjustments to contingent consideration associated with the acquisition of iOLAP, less non-recurring costs associated with the acquisitions of Insigniam and Elixirr AI, as well as other M&A activity.
During the year the Group obtained the following services from the Company's auditors as detailed below:
| FY 24 | FY 23 | |
| Group | £'000s | £'000s |
| Services provided by the Company's auditors: | ||
| Audit fees - parent Company and consolidated accounts | 50 | 43 |
| Audit fees - subsidiary companies | 117 | 107 |
6. Net finance expense
| FY 24 | FY 23 | |
| Group | £'000s | £'000s |
| Finance income: | ||
| On short term deposits and investments | 394 | 365 |
| 394 | 365 | |
| Finance costs: | ||
| Finance cost - contingent consideration | (757) | (640) |
| On lease liability | (246) | (249) |
| Finance cost - revolving credit facility | (195) | - |
| (1,198) | (889) | |
| Net finance expense | (804) | (524) |
- Taxation on profit on ordinary activities
Analysis of tax charge:
| FY 24 | FY 23 | |
| Group | £'000s | £'000s |
| Current tax | ||
| In respect of the current year | 6,804 | 5,035 |
| Adjustments in respect of prior periods | - | 47 |
| Total current tax | 6,804 | 5,082 |
| Deferred tax | ||
| In respect of the current year | (294) | (221) |
| Total deferred tax | (294) | (221) |
| Income tax expense | 6,510 | 4,861 |
The total current and deferred tax recognised directly in equity in relation to share-based payments was as follows:
| FY 24 | FY 23 | |
| Group | £'000s | £'000s |
| Current tax | ||
| In respect of the current year | (1,419) | - |
| Total current tax | (1,419) | - |
| Deferred tax | ||
| In respect of the current year | 156 | (1,430) |
| Total deferred tax | 156 | (1,430) |
| Tax credit in equity | (1,263) | (1,430) |
Numerical reconciliation of income tax expense:
The tax assessed on the profit on ordinary activities for the year is lower than the standard rate of corporation tax in the UK of 25%.
| FY 24 | FY 23 | |
| Group | £'000s | £'000s |
| Profit before taxation | 22,889 | 22,099 |
| Profit on ordinary activities multiplied by the weighted average rate of corporation tax in UK of 25% (FY 23: 23.5%) |
5,722 | 5,193 |
| Effects of: | ||
| M&A-related items not deductible/(taxable) | 396 | (606) |
| Expenses not deductible | 400 | 324 |
| Difference in overseas tax rates | (8) | (97) |
| Adjustments in respect of prior periods | - | 147 |
| R&D tax relief in respect of prior periods | - | (100) |
| Total taxation | 6,510 | 4,861 |
8. Deferred tax
Net deferred tax asset:
The balances comprise temporary differences attributable to:
| Group | Company | |||
| FY 24 | FY 23 | FY 24 | FY 23 | |
| £'000s | £'000s | £'000s | £'000s | |
| Deferred tax liability | ||||
| Property, plant and equipment | (50) | (78) | - | - |
| Intangible assets | (3,582) | (1,922) | - | - |
| Total deferred tax liability | (3,632) | (2,000) | - | - |
| Deferred tax asset | ||||
| Share-based payments | 3,160 | 3,117 | - | - |
| Short-term timing differences | 670 | 360 | - | - |
| Total deferred tax asset | 3,830 | 3,477 | - | - |
| Net deferred tax asset | 198 | 1,477 | - | - |
The deferred tax liability on intangible assets relates to customer relationships, order book and goodwill and those on property, plant and equipment relate to accelerated capital allowances.
The deferred tax asset recognised represents the future tax effect of share-based payment charges in respect of options that are yet to be exercised. Deductions in excess of the cumulative share-based payment charge recognised in the statement of comprehensive income are recognised in equity.
Movements in deferred tax:
| Property, plant and equipment | Intangible assets | Share-based payments | Short-term timing differences | Total | |
| £'000s | £'000s | £'000s | £'000s | £'000s | |
| At 31 December 2022 | (105) | (1,330) | 1,400 | 319 | 284 |
| Acquisition of business | - | (493) | - | - | (493) |
| Credited to equity | - | - | 1,429 | - | 1,429 |
| Credited/(charged) to profit and loss | 27 | (152) | 288 | 58 | 221 |
| Exchange rate difference | - | 53 | - | (17) | 36 |
| At 31 December 2023 | (78) | (1,922) | 3,117 | 360 | 1,477 |
| Acquisition of business | - | (1,355) | - | - | (1,355) |
| Charged to equity | - | - | (156) | - | (156) |
| Credited/(charged) to profit and loss | 28 | (237) | 199 | 304 | 294 |
| Exchange rate difference | - | (68) | - | 6 | (62) |
| At 31 December 2024 | (50) | (3,582) | 3,160 | 670 | 198 |
9. Ordinary dividends
The Company paid an interim Ordinary share dividend in respect of FY 23 of 5.3 pence per Ordinary share on 15 February 2024 and a final Ordinary share dividend in respect of FY 23 of 9.5 pence per Ordinary share on 20 August 2024, making a total dividend of 14.8p for FY 23.
An interim Ordinary share dividend in respect of FY 24 of 6.3 pence per Ordinary share was paid on 17 February 2025.
The Board is pleased to recommend a final dividend for FY 24 of 11.5 pence per share, making a total dividend of 17.8 pence for FY 24.
The final dividend will be recommended to shareholders at the AGM in June 2025. The FY 24 final dividend will have a total cash cost of £5.5 million.
10. Earnings per share
The Group presents non-adjusted and adjusted basic and diluted EPS for its Ordinary shares. Basic EPS is calculated by dividing the profit for the period attributable to Ordinary shareholders by the weighted average number of Ordinary shares outstanding during the period.
Diluted EPS takes into consideration the Company's dilutive contingently issuable shares. The weighted average number of Ordinary shares used in the diluted EPS calculation is inclusive of the number of share options and ESPP matching awards that are expected to vest (subject to the relevant criteria being met) and the number of shares that may be issued to satisfy contingent M&A deferred consideration.
The profits and weighted average number of shares used in the calculations are set out below:
| FY 24 | FY 23 | |
| Basic and Diluted EPS | ||
| Profit attributable to the Ordinary equity holders of the Group used in calculating basic and diluted EPS (£'000s) | 16,379 | 17,238 |
| Basic earnings per Ordinary share (p) | 34.80 | 37.53 |
| Diluted earnings per Ordinary share (p) | 31.64 | 34.16 |
| FY 24 | FY 23 | |
| Adjusted Basic and Diluted EPS | ||
| Profit attributable to the Ordinary equity holders of the Group used in calculating adjusted basic and diluted EPS (note 3) (£'000s) | 22,329 | 18,766 |
| Adjusted basic earnings per Ordinary share (p) | 47.44 | 40.86 |
| Adjusted diluted earnings per Ordinary share (p) | 43.14 | 37.19 |
| FY 24 | FY 23 | |
| Number | Number | |
| Weighted average number of shares | ||
| Weighted average number of Ordinary shares used as the denominator in calculating non-adjusted and adjusted basic EPS | 47,070,665 | 45,933,062 |
| Number of dilutive shares | 4,691,462 | 4,531,375 |
| Weighted average number of Ordinary shares used as the denominator in calculating non-adjusted and adjusted diluted EPS | 51,762,127 | 50,464,437 |
11. Employees and directors
The monthly average number of persons employed by the Group during the year, analysed by category, was as follows:
| FY 24 | FY 23 | |
| Group | Number | Number |
| Directors, management and Partners | 38 | 32 |
| Provision of services | 454 | 397 |
| Administration | 72 | 55 |
| 565 | 484 |
The average number of persons employed and staff costs includes both executive and non-executive Directors.
The aggregate payroll costs of these persons were as follows:
| FY 24 | FY 23 | |
| Group | £'000s | £'000s |
| Wages and salaries | 49,337 | 37,830 |
| Social security costs | 5,522 | 4,334 |
| Pension costs | 1,110 | 862 |
| Share-based payment charge | 2,550 | 1,967 |
| 58,518 | 44,993 |
Defined contribution pension schemes are operated by third parties on behalf of the employees of the Group. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension charge represents contributions payable by the Group to the funds and amount to £1.1 million for FY 24 (FY 23: £0.9 million). Contributions amounting to £0.3 million (FY 23: £0.1 million) were payable to the fund as at 31 December 2024 and are included in payables.
Key management personnel include the Directors and senior managers across the Group who together have authority and responsibility for planning, directing and controlling the activities of the Group. The total compensation (including employers' national insurance) paid in respect of key management personnel for services provided to the Group is as follows:
| Group | Company | |||
| FY 24 | FY 23 | FY 24 | FY 23 | |
| £'000s | £'000s | £'000s | £'000s | |
| Aggregate emoluments including short term employee benefits | 6,069 | 5,511 | 210 | 200 |
| 6,069 | 5,511 | 210 | 200 |
The share-based payment charge in respect of key management personnel was £0.3 million (FY 23: £0.3 million).
Details of the Directors' remuneration, including salary, bonus, share option awards, pension and other benefits are included in the tables within the Directors' Report.
12. Goodwill and intangible fixed assets
| Goodwill | Trademarks | Customer relationships | Order book | Software | Total | |
| Group | £'000s | £'000s | £'000s | £ 000's | £ 000's | £'000s |
| Cost | ||||||
| At 31 December 2022 | 76,975 | 7,135 | 4,554 | 1,149 | - | 89,813 |
| Acquisition of business | 18,312 | - | 1,546 | 466 | 364 | 20,688 |
| Additions | - | - | - | - | 65 | 65 |
| Gains/(losses) from foreign exchange | (1,626) | - | (161) | (67) | 4 | (1,850) |
| At 31 December 2023 | 93,661 | 7,135 | 5,939 | 1,548 | 433 | 108,716 |
| Acquisition of business (note 13) | 24,658 | - | 4,666 | 752 | - | 30,076 |
| Additions | - | - | - | - | 242 | 242 |
| Gains from foreign exchange | 1,210 | - | 231 | 49 | 61 | 1,551 |
| At 31 December 2024 | 119,529 | 7,135 | 10,836 | 2,349 | 736 | 140,585 |
| Amortisation | ||||||
| At 31 December 2022 | - | (4,950) | (776) | (506) | - | (6,232) |
| Charge for the year | - | (627) | (653) | (372) | - | (1,652) |
| Gains from foreign exchange | - | - | 37 | 36 | - | 73 |
| At 31 December 2023 | - | (5,577) | (1,392) | (842) | - | (7,811) |
| Charge for the year | - | (447) | (1,117) | (708) | (116) | (2,388) |
| Losses from foreign exchange | - | - | (30) | (22) | - | (52) |
| At 31 December 2024 | - | (6,024) | (2,539) | (1,572) | (116) | (10,251) |
| Net book value | ||||||
| At 31 December 2023 | 93,661 | 1,558 | 4,547 | 706 | 433 | 100,905 |
| At 31 December 2024 | 119,529 | 1,111 | 8,297 | 777 | 620 | 130,334 |
The Company has no intangible assets.
Goodwill
Goodwill arising on the acquisition of a business in FY 24 relates to the acquisition of Hypothesis and was calculated as the fair value of initial consideration paid less the fair value of the net identifiable assets at the date of the acquisition (see note 13).
Goodwill arising on the acquisition of a business in FY 23 relates to the acquisition of Elixirr AI and Insigniam.
Goodwill impairment review
The breakdown of goodwill by cash-generating unit ('CGU') is listed below:
| FY 24 | FY 23 | |
| £'000s | £'000s | |
| Consulting | 87,229 | 61,700 |
| Elixirr Digital Limited | 2,856 | 2,856 |
| Elixirr Digital Inc and Elixirr AI | 29,444 | 29,105 |
| 119,529 | 93,661 |
The Consulting CGU comprises goodwill and other assets of Elixirr Consulting Limited, The Retearn Group Limited, Insigniam and the acquisition of Hypothesis in FY 24 (refer to note 13). The Elixirr Digital Limited CGU comprises goodwill and other assets of Coast Digital Limited. The Elixirr Digital Inc and Elixirr AI CGU comprises goodwill and other assets of Elixirr Digital Inc (formerly iOLAP) and Elixirr AI (formerly Responsum).
Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measured at fair value less accumulated impairment losses. Any impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently reversed.
Key assumptions used in value in use calculation
The key assumptions for the value in use calculation are those regarding:
• number of years of cash flows used and budgeted EBITDA growth rate;
• discount rate; and
• terminal growth rate.
No impairment is indicated for any of the CGUs using the value in use calculation.
Number of years of cash flows used and budgeted growth rate
The recoverable amount of the CGU is based on a value in use calculation using specific cash flow projections over a five-year period and a terminal growth rate thereafter.
The budget for the following financial year forms the basis for the cash flow projections for a CGU. The cashflow projections for the four years subsequent to the budget year reflect the Directors' expectations based on market knowledge, numbers of new engagements and the pipeline of opportunities.
Discount rate
The Group's weighted average cost of capital has been used to calculate a discount rate of 12% for the Group and Consulting, 12% for Elixirr Digital Inc and Elixirr AI and 13% for Elixirr Digital Limited. This reflects current market assessments of the time value of money for the period under review and the risks specific to the Group and company acquired.
Terminal growth rate
An appropriate terminal growth rate is selected, based on the Directors' expectations of growth beyond the five-year period. The terminal growth rate used is 2%.
Sensitivity to changes in assumptions
With regard to the value in use assumptions, the Directors believe that reasonably possible changes in any of the above key assumptions would not cause the carrying value of the unit to exceed its recoverable amount. In forming this view, the Directors have considered the following:
| Consulting | Elixirr Digital Limited | Elixirr Digital Inc and Elixirr AI | ||||
| FY 24 | FY 23 | FY 24 | FY 23 | FY 24 | ||
| £'000s | £'000s | £'000s | £'000s | £'000s | ||
| On current cash flow projections, the discount rate would need to exceed the % alongside for there to be any impairment; and | 29.0% | 28.1% | 92.4% | 71.4% | 26.3% | |
| 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 for there to be any impairment. | 25.0% | 22.7% | 88.4% | 58.8% | 22.2% |
Customer relationships
FY 24 additions represent the fair value of customer relationships from the acquisition of Hypothesis. Refer to note 13 for further details.
The fair value has been determined by applying the Multi-Period Excess Earnings method to the cash flows expected to be earned from customer relationships.
The key management assumptions are in relation to forecast revenues, margins and discount factors. The fair value represents the present value of the earnings the customer relationships generate.
A useful economic life of 10 years has been deemed appropriate based on the average realisation rate of cumulative cash flows. The projected cash flows have been discounted over this period. The amortisation charge since acquisition is recognised within administrative expenses.
FY 23 additions represent the fair value of customer relationships from the acquisition of Insigniam.
Order Book
FY 24 additions represent the fair value of the order book from the acquisition of Hypothesis. Refer to note 13 for further details.
The fair value has been determined by applying the Multi-Period Excess Earnings method to the cash flows earned from the order book.
The key management assumptions relate to forecast margins and discount factors.
A useful economic life of 1 year has been deemed appropriate based on the relevant contractual period.
The amortisation charge is recognised within administrative expenses.
FY 23 additions represent the fair value of the order book from the acquisition of Insigniam.
13. Business combinations
On 18 October 2024, the Group, through its US subsidiary Elixirr Inc, acquired all of the issued and outstanding membership interests of Hypothesis Group, LLC. a US-based insights and strategy firm. The acquisition brings specialist expertise in qualitative research, quantitative research and strategic insights, complementing the Group's existing service offerings and enhancing the Group's ability to support clients from initial research and discovery through to strategy definition and delivery.
The Group acquired Hypothesis for estimated equity value consideration of £28.4 million (US$37.0 million). The consideration consists of:
• An initial consideration of £21.5 million (US$28.2 million) in cash;
• An initial consideration of £6.4 million (US$8.4 million) settled through the issue of 914,604 Ordinary shares at a price of £7.00 per share; and
• Contingent consideration of up to £5.1 million (US$6.7 million) in cash which is payable in FY 25 and FY 26.
The total fair value of the contingent consideration payable recognised in these accounts is £0.4 million (US$0.5 million). This amount represents the Group's current expectation of the contingent consideration payable. As at the date of this report, the amount of the contingent consideration is still subject to finalisation under the terms of the sale agreement. As at 31 December 2024, a £0.4 million liability is recorded, all of which is a non-current liability.
The new Ordinary Shares issued are subject to one-year lock-in arrangements and limitations on the Ordinary Shares that each seller can sell in each of the following three years under nominee agreements.
The difference between the fair value of the purchase consideration of £28.4 million and the fair value of the identifiable assets acquired and liabilities assumed of £3.7 million was recognised as goodwill of £24.7 million. The goodwill is attributable to the company's workforce and working methodologies and is deductible for tax purposes.
Included within M&A-related items is an amount of £0.5 million for legal and advisory fees in relation to the acquisition.
Hypothesis contributed £4.4 million to the Group's revenue and £0.3 million to the Group's profit before tax for the period from the date of acquisition to 31 December 2024.
If the acquisition of Hypothesis had been completed on 1 January 2024, Group revenues for the year ended 31 December 2024 would have been £127.5 million and Group profit before tax would have been £26.0 million.
In calculating the goodwill arising, the fair value of the net assets of Hypothesis have been assessed, and fair value adjustments were required for the recognition of customer relationship and order book intangibles and the related deferred tax.
Customer relationships and order book intangibles were assessed to be separately identifiable assets, recognised at fair value and are included within intangible assets below. Refer to note 12 for further details.
The fair value of trade and other receivables approximates carrying value and there is no material difference between fair value and the gross contractual amounts at the acquisition date.
The table below sets out the amounts recognised as of the acquisition date for each major class of assets acquired and liabilities assumed, the consideration and goodwill on the acquisition of Hypothesis:
| Fair value | |
| £'000s | |
| Assets | |
| Non-current assets | |
| Intangible assets | 5,418 |
| Property, plant and equipment | 589 |
| Other receivables | 60 |
| Total non-current assets | 6,067 |
| Current assets | |
| Trade and other receivables | 4,132 |
| Cash and cash equivalents | 572 |
| Total current assets | 4,704 |
| Total assets | 10,771 |
| Liabilities | |
| Current liabilities | |
| Trade and other payables | 4,528 |
| Loans and borrowings | 331 |
| Total current liabilities | 4,859 |
| Non-current liabilities | |
| Loans and borrowings | 811 |
| Deferred tax liability | 1,355 |
| Total non-current liabilities | 2,166 |
| Total liabilities | 7,025 |
| Fair value of net assets acquired | 3,746 |
| Goodwill (note 12) | 24,658 |
| Fair value of purchase consideration | 28,404 |
| Cash and cash equivalents in subsidiary acquired | 572 |
14. Property, plant and equipment
| Right of use asset | Furniture and Fittings | Leasehold Improvements | Computer Equipment | Total | |
| Group | £'000s | £'000s | £'000s | £'000s | £'000s |
| Cost | |||||
| At 31 December 2022 | 7,133 | 281 | 667 | 347 | 8,428 |
| Acquisition of business | 400 | - | - | - | 400 |
| Additions | 639 | 3 | 4 | 55 | 701 |
| Losses from foreign exchange | (23) | (4) | - | (14) | (41) |
| At 31 December 2023 | 8,149 | 280 | 671 | 388 | 9,488 |
| Acquisition of business (note 13) | 589 | - | - | - | 589 |
| Additions | 115 | 16 | - | 68 | 199 |
| Losses from foreign exchange | (12) | - | (5) | - | (17) |
| At 31 December 2024 | 8,841 | 296 | 666 | 456 | 10,259 |
| Depreciation | |||||
| At 31 December 2022 | (2,162) | (99) | (311) | (194) | (2,766) |
| Charge for the year | (907) | (42) | (98) | (93) | (1,140) |
| Gains from foreign exchange | 11 | 5 | - | 14 | 30 |
| At 31 December 2023 | (3,058) | (136) | (409) | (273) | (3,876) |
| Charge for the year | (1,216) | (71) | (101) | (97) | (1,485) |
| Gains/(losses) from foreign exchange | 13 | (1) | 7 | 10 | 29 |
| At 31 December 2024 | (4,261) | (207) | (503) | (360) | (5,332) |
| Net book value | |||||
| At 31 December 2023 | 5,091 | 144 | 262 | 115 | 5,612 |
| At 31 December 2024 | 4,580 | 88 | 162 | 97 | 4,927 |
The Company has no property, plant and equipment.
The lease liability in respect of the right-of-use asset was £4.9 million (FY 23: £5.4 million) and relates to property leases.
15. Investments
| Group companies | |
| Company | £'000s |
| Cost/carrying value | |
| At 31 December 2022 | 85,426 |
| Acquisition of business | 1,070 |
| Capitalisation of subsidiary | 7,098 |
| Group companies share-based payments | 1,693 |
| At 31 December 2023 | 95,287 |
| Capitalisation of subsidiary | 20,009 |
| Group companies share-based payments | 2,021 |
| At 31 December 2024 | 117,317 |
The Group has no investments.
The Company has the following subsidiary undertakings at the year-end:
| Subsidiary undertakings | Country of incorporation | Principal activity | Registered office | FY 24 | FY 23 |
| Elixirr Consulting Limited | England and Wales | Consultancy | 12 Helmet Row, London, EC1V 3QJ | 100% | 100% |
| Elix-IRR Consulting Services (South Africa) Limited (indirect) | England and Wales | Services to the Group | 12 Helmet Row, London, EC1V 3QJ | 100% | 100% |
| Elixirr LLC (indirect) | United States | Consultancy | 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 | 100% | 100% |
| Den Creative Limited | England and Wales | Dormant | 12 Helmet Row, London, EC1V 3QJ | 100% | 100% |
| Elixirr Services Limited (indirect) | England and Wales | Dormant | 12 Helmet Row, London, EC1V 3QJ | 100% | 100% |
| Elixirr Digital Limited | England and Wales | Consultancy | 12 Helmet Row, London, EC1V 3QJ | 100% | 100% |
| The Retearn Group Ltd | England and Wales | Consultancy | 12 Helmet Row, London, EC1V 3QJ | 100% | 100% |
| Elixirr Consulting (Jersey) Limited | Jersey | Consultancy | 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG | 100% | 100% |
| Elixirr Inc. | United States | Holding Company | 2600 Network Blvd Suite 570 Frisco, TX 75034 | 100% | 100% |
| Elixirr Digital Inc. (indirect) | United States | Consultancy | 2600 Network Blvd Suite 570 Frisco, TX 75034 | 100% | 100% |
| Elixirr Digital d.o.o. (indirect) | Croatia | Consultancy | Prolaz Marije Krucifikse Kozulić 1, 51000, Rijeka | 100% | 100% |
| Elixirr GmbH | Germany | Dormant | Ronsbachweg 6, 36093, Kuenzell. Germany | 100% | 100% |
| Elixirr AI, Inc. (indirect) | United States | Consultancy | 2600 Network Blvd Suite 570 Frisco, TX 75034 | 100% | 100% |
| Insigniam LLC (indirect) | United States | Consultancy | 301 Woodbine Ave, Narberth, PA 19072 | 100% | 100% |
| Insigniam SAS | France | Consultancy | 36 Rue De Ponthieu, 75008, Paris 8 | 100% | 100% |
| Hypothesis Group LLC (indirect) | United States | Consultancy | 811 West 7th Street, Suite 600, Los Angeles, CA 90017 | 100% | - |
16. Receivables
| Group | Company | |||
| FY 24 | FY 23 | FY 24 | FY 23 | |
| £'000s | £'000s | £'000s | £'000s | |
| Non-current assets | ||||
| Loans to shareholders | 7,399 | 7,604 | 7,399 | 7,604 |
| Other receivables | 3,023 | 1,985 | 2,469 | 1,520 |
| 10,422 | 9,589 | 9,868 | 9,124 | |
| Current assets | ||||
| Trade receivables | 15,665 | 15,295 | - | - |
| Less: allowance for doubtful debts | (42) | - | - | - |
| Trade receivables - net | 15,623 | 15,295 | - | - |
| Prepayments and deposits | 1,939 | 840 | 777 | 63 |
| Contract assets | 804 | 288 | - | - |
| Other receivables | 19 | 263 | 5 | 198 |
| 18,385 | 16,686 | 782 | 261 |
Loans to shareholders represent amounts owed to the Company by shareholders, who are senior employees of the Group. The loans to shareholders are interest-free and expected to be repaid beyond one year. Non-current other receivables include property deposits and section 455 tax receivable.
Trade receivables are non-interest bearing and receivable under normal commercial terms. Management considers that the carrying value of trade and other receivables approximates to their fair value. The carrying value of non-current other receivables and loans to shareholders is considered to be a reasonable approximation of their fair value, but has not been discounted to present value.
The expected credit loss on trade and other receivables was not material at the current or prior year ends. For analysis of the maximum exposure to credit risk, please refer to note 25.
The ageing of trade receivables of the Group as at 31 December 2024:
| Gross carrying amount | Loss allowance | Net carrying amount | |
| Group | £'000s | £'000s | £'000s |
| < 31 days | 12,495 | - | 12,495 |
| 31-60 days | 2,224 | - | 2,224 |
| 61-90 days | 733 | - | 733 |
| 91-120 days | 100 | - | 100 |
| 121+ days | 113 | (42) | 71 |
| At 31 December 2024 | 15,665 | (42) | 15,623 |
The ageing of trade receivables of the Group as at 31 December 2023:
| Gross carrying amount | Loss allowance | Net carrying amount | |
| Group | £'000s | £'000s | £'000s |
| < 31 days | 9,916 | - | 9,916 |
| 31-60 days | 3,451 | - | 3,451 |
| 61-90 days | 1,662 | - | 1,662 |
| 91-120 days | 36 | - | 36 |
| 121+ days | 230 | - | 230 |
| At 31 December 2023 | 15,295 | - | 15,295 |
17. Cash and cash equivalents
| Group | Company | |||
| FY 24 | FY 23 | FY 24 | FY 23 | |
| £'000s | £'000s | £'000s | £'000s | |
| Cash at bank and in hand | 7,527 | 18,130 | 1,837 | 6,659 |
| 7,527 | 18,130 | 1,837 | 6,659 |
Cash at bank includes £1.8 million on deposit which earned interest at an average rate of 3.6% during the year.
18. Trade and other payables
| Group | Company | |||
| FY 24 | FY 23 | FY 24 | FY 23 | |
| £'000s | £'000s | £'000s | £'000s | |
| Trade payables | 2,293 | 1,774 | 136 | 241 |
| Other taxes and social security costs | 1,590 | 1,899 | (86) | 8 |
| Accruals | 14,536 | 11,308 | 233 | 450 |
| Contract liabilities | 6,369 | 3,938 | - | - |
| Other payables | 887 | 137 | - | 116 |
| Amounts owed to group companies | - | - | 13,204 | 6,094 |
| 25,675 | 19,056 | 13,487 | 6,909 |
As at 31 December 2024, the Company owed £13.2 million (FY 23: £6.1 million) to Elixirr Consulting Limited.
The fair value of trade and other payables approximates to book value at the period end. Trade payables are non-interest bearing and are normally settled monthly.
Trade payables comprise amounts outstanding for trade purchases and ongoing costs.
Contract liabilities arise from the Group's revenue generating activities relating to payments received in advance of performance delivered under a contract. These contract liabilities typically arise on short-term timing differences between performance obligations in some milestone or fixed fee contracts and their respective contracted payment schedules.
19. LOANS AND BORROWINGS
| Group | Company | |||
| FY 24 | FY 23 | FY 24 | FY 23 | |
| £'000s | £'000s | £'000s | £'000s | |
| Current liabilities | ||||
| Right of use lease liability | 1,530 | 1,150 | - | - |
| 1,530 | 1,150 | - | - | |
| Non-current liabilities | ||||
| Right of use lease liability | 3,366 | 4,214 | - | - |
| 3,366 | 4,214 | - | - |
During FY 24 the Group agreed a £45 million revolving credit facility with National Westminster Bank Plc to support delivery of the Group's organic and inorganic growth strategy.
The key terms of the facility are:
· £45 million revolving credit facility with the flexibility to be drawn in multiple currencies, including Pound Sterling and United States Dollar;
· Interest rate at a margin of 1.95%-2.60%, dependent on leverage, over SONIA (Sterling Overnight Index Average) or SOFR (Secured Overnight Financing Rate), dependent on currency;
· Revolving facility, with flexibility to be drawn and repaid, with the undrawn portion subject to a commitment fee of 35% of the margin;
· Leverage and interest cover covenants; and
· Four-year term maturing in October 2028, with a one-year extension option if mutually agreed.
The interest rate on the facility includes a margin that is dependent on the consolidated leverage level of the Group in respect of the most recently completed reporting period. For the year ended 31 December 2024, Group leverage was below 1.5:1 with the margin at 1.95%.
At 31 December 2024 the Group had £45 million of the facility unutilised.
Revolving credit facility at 31 December 2024:
| Currency | Amount outstanding | Rate |
| £'000s | % | |
| GBP | - | SONIA + margin% |
| USD | - | SOFR + margin% |
The movement in liabilities arising from financing activities was as follows:
| Right of use lease liability | Borrowings under the revolving credit facility | Debt related to the business combination of Hypothesis | |
| Group | £'000s | £'000s | £'000s |
| At 31 December 2022 | 5,143 | - | - |
| Acquisition of business | 395 | - | - |
| Additions | 639 | - | - |
| Interest payable | 249 | - | - |
| Repayments | (1,006) | - | - |
| Gains from foreign exchange | (56) | - | - |
| At 31 December 2023 | 5,364 | - | - |
| Acquisition of business (note 13) | 586 | - | 556 |
| Additions | 115 | 13,723 | - |
| Interest payable | 246 | 211 | - |
| Repayments | (1,391) | (13,864) | (556) |
| Gains from foreign exchange | (24) | (70) | - |
| At 31 December 2024 | 4,896 | - | - |
The acquisition of business in FY 24 relates to the acquisition of Hypothesis. The right of use lease liability additions in FY 24 relate to a new property lease signed by Insigniam.
The acquisition of business in FY 23 relates to the acquisition of Insigniam. The right of use lease liability additions in FY 23 relate to a new property lease signed by Elixirr Digital d.o.o. (formerly iOLAP d.o.o.).
Maturity analysis of contracted undiscounted cashflows of the right of use lease liability are as follows:
| FY 24 | FY 23 | |
| £'000s | £'000s | |
| Lease liability less than one year | 1,574 | 1,334 |
| Lease liability greater than one year and less than five years | 3,560 | 3,721 |
| Lease liability greater than five years | 346 | 1,092 |
| Total liability | 5,480 | 6,147 |
| Finance charges included above | (584) | (783) |
| 4,896 | 5,364 |
20. Other creditors and other non-current liabilities
| Group | Company | |||
| FY 24 | FY 23 | FY 24 | FY 23 | |
| £'000s | £'000s | £'000s | £'000s | |
| Other creditors | ||||
| Contingent consideration | 5,558 | 1,144 | - | - |
| Employment-related contingent consideration | 6 | - | - | - |
| 5,564 | 1,144 | - | - | |
| Other non-current liabilities | ||||
| Dilapidations | 373 | 377 | - | - |
| Cash-settled share-based payments | 724 | 360 | - | - |
| Contingent consideration | 2,915 | 6,268 | - | - |
| 4,012 | 7,005 | - | - |
Contingent consideration in FY 24 includes earn-out payments which are contingent on performance and arose from the acquisition of Elixirr Digital Inc, Elixirr AI, Insigniam and Hypothesis.
The employment-related contingent consideration includes post-acquisition employee benefits in relation to the Hypothesis acquisition.
Contingent consideration in FY 23 includes earn-out payments which are contingent on performance and arose from the acquisition of Elixirr Digital Inc, Elixirr AI and Insigniam.
Cash-settled share-based payments include obligations for the Group's employers' NI on options that are yet to vest. Refer to note 23 for further details.
Other non-current liability payments fall due beyond 12 months from the reporting date.
21. Share capital, share premium and merger relief reserve
| FY 24 | ||||
| Issued shares | Par value | Merger relief reserve | Share premium | |
| Group and Company | Number | £ | £'000s | £'000s |
| £0.00005 Ordinary shares | 48,187,415 | 2,409 | 46,870 | 33,702 |
| £1 Redeemable Preference shares | 50,001 | 50,001 | - | - |
| 48,237,416 | 52,410 | 46,870 | 33,702 |
| FY 23 | ||||
| Issued shares | Par value | Merger relief reserve | Share premium | |
| Group and Company | Number | £ | £'000s | £'000s |
| £0.00005 Ordinary shares | 47,272,811 | 2,364 | 46,870 | 29,922 |
| £1 Redeemable Preference shares | 50,001 | 50,001 | - | - |
| 47,322,812 | 52,365 | 46,870 | 29,922 |
The total number of voting rights in the Company at 31 December 2024 was 48,187,415 (FY 23: 47,272,811).
Ordinary shares
On a show of hands every holder of Ordinary shares present at a meeting, in person or by proxy, is entitled to one vote, and on a poll each share is entitled to one vote. The shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the Company in proportion to the number of and amounts paid on the shares held. These rights are subject to the prior entitlements of the Redeemable Preference shareholders.
Movements in Ordinary shares:
| Issued shares | Par value | Merger relief reserve | Share premium | |
| Group and Company | Number | £ | £'000s | £'000s |
| At 31 December 2022 | 46,186,481 | 2,309 | 46,870 | 25,599 |
| Share issues | 1,086,330 | 54 | - | 5,417 |
| Sale of Ordinary shares from the EBT | - | - | - | (1,094) |
| At 31 December 2023 | 47,272,811 | 2,363 | 46,870 | 29,922 |
| Share issues | 914,604 | 46 | - | 6,402 |
| Sale of Ordinary shares from the EBT | - | - | - | (2,622) |
| At 31 December 2024 | 48,187,415 | 2,409 | 46,870 | 33,702 |
Share issues in FY 24 represented consideration for the acquisition of Hypothesis.
The sale of Ordinary shares from the EBT in FY 24 were to satisfy options that were exercised.
Redeemable Preference shares
The Redeemable Preference shares are entitled to dividends at a rate of 1% per annum of paid up nominal value. The shares have preferential right, before any other class of share, to a return of capital on winding-up or reduction of capital or otherwise of the Company.
The Redeemable Preference shares are redeemable 100 years from the date of issue or at any time prior at the option of the Company.
22. EBT share reserve
The EBT is accounted for under IFRS 10 and is consolidated on the basis that the parent has control, thus the assets and liabilities of the EBT are included in the Group statement of financial position and shares held by the EBT in the Company are presented as a deduction from equity.
The EBT share reserve comprises of Ordinary and Redeemable Preference shares bought and held in the Group's EBT.
The below table sets out the number of EBT shares held and their weighted average cost:
| FY 24 | |||
| Shares held in EBT | Weighted average cost | Total cost | |
| Group and Company | Number | £ | £'000s |
| Ordinary shares | 483,823 | 5.88 | 2,846 |
| Redeemable Preference shares | 50,001 | 1.01 | 50 |
| 533,824 | 2,897 | ||
| FY 23 | |||
| Shares held in EBT | Weighted average cost | Total cost | |
| Group and Company | Number | £ | £'000s |
| Ordinary shares | 397,667 | 4.26 | 1,695 |
| Redeemable Preference shares | 50,001 | 1.01 | 50 |
| 447,668 | 1,745 |
23. Share-based payments
The Group recognised a total share-based payment expense of £2.6 million (FY 23: £2.0 million) in the current year, comprising £2.1 million (FY 23: £1.7 million) in relation to equity settled share-based payments, and £0.5 million (FY 23: £0.3 million) relating to relevant social security taxes.
A cash-settled share-based payment liability is recognised relating to social security tax on share options (refer to note 20). The liability has been estimated using a closing share price of £7.20 (FY 23: £6.20) and employers' national insurance at 15.0%. The carrying value of the liability as at 31 December 2024 is £0.7 million (FY 23: £0.4 million), with £0.5 million (FY 23: £0.3 million) recognised in the P&L and payments amounting to £0.1 million (FY 23: £0.1 million) made in the year.
Share Option Plans
The Group operates EMI, CSOP and unapproved share option plans with time-based and performance-based vesting conditions.
During FY 24, a total of 4,710,732 (FY 23: 5,614,145) share options were granted to employees and senior management. The weighted average fair value of the options awarded in the year is £1.73 per share (FY 23: £1.17).
Details of share option awards made are as follows:
| Number of share options (000's) |
Weighted average exercise price | |
| Outstanding at 31 December 2022 | 10,886 | 3.47 |
| Granted | 5,614 | 5.22 |
| Exercised | (57) | 2.34 |
| Forfeited | (2,875) | 4.28 |
| Outstanding at 31 December 2023 | 13,568 | 3.76 |
| Granted | 4,711 | 6.16 |
| Exercised | (1,268) | 0.48 |
| Forfeited | (4,258) | 4.55 |
| Outstanding at the year end | 12,753 | 4.71 |
| Exercisable at the year end | 1,499 | 2.36 |
For the options exercised during FY 24, the weighted average share price at the date of exercise was £5.78 (FY 23: £5.05).
The options outstanding as at 31 December 2024 had a weighted average remaining contractual life of 2.5 years (FY 23: 2.6 years) and a weighted average exercise price of £4.71 (FY 23: £3.76) per share.
The options were fair valued at the grant date using the Black Scholes option valuation model.
The inputs into the model were as follows:
| FY 24 | FY 23 | |
| Weighted average share price at grant date (£) | 6.05 | 4.98 |
| Weighted average exercise price (£) | 6.16 | 5.22 |
| Volatility (%) | 37.6% | 27.0% |
| Weighted average vesting period (years) | 5 | 5 |
| Risk free rate (%) | 3.9% | 4.3% |
| Expected dividend yield (%) | 2.6% | 2.5% |
Expected volatility was determined by calculating the historic volatility of comparable companies in the market in which the Group operates. The expected expense calculated in the model has been adjusted, based on management's best estimate, for the effects of non-market-based performance conditions and employee attrition.
Reasonable changes in the above inputs do not have a material impact on the share-based payment charge in FY 24.
Fixed Consideration Options
In addition to the share options set out in the table above, share options with an exercise price of £0.00005 were previously issued in connection with the acquisition of Elixirr Digital Limited. These share options are for a fixed monetary consideration where the number of share options is variable and determined with reference to the share price at the date of vesting.
The monetary value of such share options is as follows:
| Value £'000s |
|
| Outstanding at 31 December 2022 | 797 |
| Exercised | (297) |
| Outstanding at 31 December 2023 | 500 |
| Exercised | (500) |
| Outstanding at 31 December 2024 | - |
| Exercisable at 31 December 2024 | - |
The share price at the date of exercise of the Elixirr Digital Limited options was £5.85.
Employee Share Purchase Plan ('ESPP')
The Group operates an employee share purchase plan where the employees of the Group (excluding Partners) are eligible to contribute a percentage of their gross salary to purchase shares in the Company. The Company makes a matching award of shares that will vest over time dependent on continued employment.
During FY 24, the Company awarded 233,690 (FY 23: 185,546) matching shares on the basis of one matching share for every one employee share purchased during FY 23. The matching shares vest equally over a 5-year period with the first tranche vesting on 31 January 2025.
Details of ESPP awards made are as follows:
| Number of ESPP awards (000's) |
|
| Outstanding at 31 December 2022 | 78 |
| Granted | 185 |
| Vested and converted to shares | (15) |
| Forfeited | (44) |
| Outstanding at 31 December 2023 | 204 |
| Granted | 234 |
| Vested and converted to shares | (42) |
| Forfeited | (55) |
| Outstanding at 31 December 2024 | 341 |
| Exercisable at 31 December 2024 | - |
24. Cash flow information
Cash generated from operations:
| Group | Company | |||
| FY 24 | FY 23 | FY 24 | FY 23 | |
| £'000s | £'000s | £'000s | £'000s | |
| Profit before taxation | 22,889 | 22,099 | 18,201 | 7,617 |
| Adjustments for: | ||||
| Depreciation and amortisation | 3,873 | 2,792 | - | - |
| Net finance expense/(income) | 804 | 524 | (157) | (253) |
| Share-based payments | 2,478 | 1,967 | - | - |
| Employment-related contingent consideration | 6 | - | - | - |
| Adjustment to contingent consideration | 476 | (2,922) | - | - |
| Foreign exchange (gains)/losses | (192) | 388 | (40) | (4) |
| Decrease/(increase) in trade and other receivables | 2,718 | (3,812) | 144 | 186 |
| Increase/(decrease) in trade and other payables | 2,404 | 952 | (6,756) | (422) |
| 35,456 | 21,988 | 11,392 | 7,124 |
Reconciliation of liabilities from financing activities:
| Debt related to business combinations | Leases | Borrowings under the revolving credit facility | Total | |
| Group | £'000s | £'000s | £'000s | £'000s |
| Balance 31 December 2022 | - | 5,143 | - | 5,143 |
| Cash flows | (687) | (1,006) | - | (1,693) |
| Other changes | 687 | 1,227 | - | 1,914 |
| Balance 31 December 2023 | - | 5,364 | - | 5,364 |
| Cash flows | (556) | (1,391) | (141) | (2,088) |
| Other changes | 556 | 923 | 141 | 1,620 |
| Balance 31 December 2024 | - | 4,896 | - | 4,896 |
Other changes in FY 24 include non-cash movements, additional property leases on acquisition of Hypothesis and interest expense.
Other changes in FY 23 include non-cash movements, additional property leases on acquisition of Insigniam and accrued interest expense on leases.
25. Financial instruments and financial risk management
Carrying amount of financial instruments
The Group's and Company's financial instruments may be analysed as follows:
| Group | Company | |||
| FY 24 | FY 23 | FY 24 | FY 23 | |
| £'000s | £'000s | £'000s | £'000s | |
| Financial assets | ||||
| Financial assets that are debt instruments measured at amortised cost | 34,390 | 43,367 | 11,705 | 15,956 |
| Financial liabilities | ||||
| Financial liabilities measured at amortised cost | 14,445 | 11,213 | 13,340 | 6,451 |
| Financial liabilities at fair value through profit and loss | 9,576 | 8,149 | - | - |
Financial assets measured at amortised cost comprise cash, trade receivables and other receivables.
Financial liabilities measured at amortised cost comprise loans and borrowings, trade payables and other payables.
Financial liabilities at fair value through profit and loss comprise contingent consideration, cash-settled share-based payments and acquisition-related contingent consideration and earn-outs.
The Group is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All of the Group's financial instruments are classified as loans and receivables.
The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described in this note.
Credit risk
Generally, the Group's and Company's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:
| Group | Company | |||
| FY 24 | FY 23 | FY 24 | FY 23 | |
| £'000s | £'000s | £'000s | £'000s | |
| Trade receivables | 15,623 | 15,295 | - | - |
| Contract assets | 804 | 288 | - | - |
| Other receivables | 10,436 | 9,654 | 9,868 | 9,283 |
| Cash and cash equivalents | 7,527 | 18,130 | 1,837 | 6,659 |
| 34,390 | 43,367 | 11,705 | 15,942 |
Credit risk is the financial risk to the Group if a counter party to a financial instrument fails to meet its contractual obligation. The nature of the Group's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement.
The Group's trade and other receivables are actively monitored. The ageing profit of trade receivables is monitored regularly by management. Any debtors over 30 days are reviewed by the entire management group every week and explanations sought for any balances that have not been recovered.
Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group's accounting policy.
Other receivables include amounts owed by senior employees for the acquisition of shares in the Company. The EBT holds legal title to these shares which will not be released to the beneficial owner prior to the repayment of the loan.
Cash and cash equivalents is split across multiple counterparties and the Group actively monitors the exposure to different financial institutions.
The Directors are of the opinion that there is no material credit risk at Group level.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
The table below analyses the Group's financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the tables are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not significant.
Contractual maturities of financial liabilities of the Group as at 31 December 2024:
| Less than 6 months | 6-12 months | 1 - 2 years | 2 - 5 years | Over 5 years | Total contractual cashflows | Carrying amount of liabilities | |
| Trade payables | 2,293 | - | - | - | - | 2,293 | 2,293 |
| Lease liabilities | 814 | 760 | 1,023 | 2,537 | 346 | 5,480 | 4,896 |
| Financial liabilities at fair value through profit and loss | 5,564 | - | 2,497 | 1,515 | - | 9,576 | 9,576 |
| 8,671 | 760 | 3,520 | 4,052 | 346 | 17,349 | 16,765 |
Contractual maturities of financial liabilities of the Group as at 31 December 2023:
| Less than 6 months | 6-12 months | 1 - 2 years | 2 - 5 years | Over 5 years | Total contractual cashflows | Carrying amount of liabilities | |
| Trade payables | 1,774 | - | - | - | - | 1,774 | 1,774 |
| Lease liabilities | 676 | 658 | 1,040 | 2,681 | 1,092 | 6,147 | 5,364 |
| Financial liabilities at fair value through profit and loss | 1,144 | - | 4,680 | 3,597 | - | 9,421 | 8,149 |
| 3,594 | 658 | 5,720 | 6,278 | 1,092 | 17,342 | 15,287 |
Interest rate risk
As at 31 December 2024 the Group has no material interest rate risk exposure.
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily US Dollars. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities.
The Group's exposure to foreign currency risk at the end of the reporting period, expressed in Currency Units, was as follows:
| FY 24 | FY 23 | ||||||
| USD '000s | EUR '000s | ZAR '000s | USD '000s | EUR '000s | ZAR '000s | ||
| Cash and cash equivalents | 5,018 | 674 | 428 | 5,025 | 1,031 | 9 | |
| Trade receivables | 10,743 | 574 | - | 7,308 | 829 | - | |
| Trade payables | (1,367) | (191) | (99) | (631) | (206) | (178) | |
The Group is exposed to foreign currency risk on the relationship between the functional currencies of the Group companies and the other currencies in which the Group's material assets and liabilities are denominated. The table below summaries the effect on profit and loss had the functional currencies of the Group weakened or strengthened against these other currencies, with all other variables held constant.
| FY 24 | FY 23 | |
| £'000s | £'000s | |
| 10% weakening of functional currency | 25 | 230 |
| 10% strengthening of functional currency | (25) | (230) |
The impact of a change of 10% has been selected as this has been considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for future movements.
Fair value of financial instruments
The fair values of all financial assets and liabilities approximates to their carrying value.
Capital risk management
The Group defines capital as being share capital plus all reserves, which amounted to £129.1 million as at 31 December 2024 (FY 23: £119.6 million).
The Group's objectives when managing capital are to:
• Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders; and
• Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
26. Related party disclosures
Related parties, following the definitions in IAS 24, are the Group's subsidiary companies, members of the Board, key management personnel and their families, and shareholders who have control or significant influence over the Group. Refer to note 11 for key management personnel compensation disclosures. The Directors' Report contains details of Board remuneration.
In FY 24, travel costs include £6,470 (FY 23: £6,550) for the hire of an aeroplane from Aviation E LLP. Stephen Newton, a member of the Board, is a member of Aviation E LLP.
In FY 24, revenue includes £41,204 for services performed for Cape Point Guest Lodges (Pty) Ltd and £48,824 for services performed for Cape Point Wine (Pty) Ltd. Stephen Newton, a member of the Board, is a Director of both Cape Point Guest Lodges (Pty) Ltd and Cape Point Wine (Pty) Ltd.
Company related party transactions are disclosed in notes 16 and 18.
27. Events after the reporting date
An interim Ordinary share dividend in respect of FY 24 of 6.3 pence per Ordinary share was paid on 17 February 2025.
The Directors are proposing a final Ordinary share dividend in respect of FY 24 of 11.5 pence per share.
As at 25 April 2025, in accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company continues to have 48,187,415 Ordinary shares in issue, of which none are held in Treasury.
The total number of voting rights in the Company is 48,187,415. This figure of 48,187,415 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
28. Reserves
| Share capital |
| Share capital represents the nominal value of share capital subscribed. |
| Share premium |
| The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at a premium, net of associated share issue costs. |
| Capital redemption reserve |
| The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of the Company's own shares. |
| EBT share reserve |
| The EBT share reserve represents the cost of shares repurchased and held in the employee benefit trust ("EBT"). |
| Merger relief reserve |
| This reserve records the amounts above the nominal value received for shares sold, less transaction costs in accordance with section 610 of the Companies Act 2006. |
| Foreign currency translation reserve |
| The foreign currency translation reserve represents exchange differences that arise on consolidation from the translation of the financial statements of foreign subsidiaries. |
| Retained earnings |
| The retained earnings reserve represents cumulative net gains and losses recognised in the statement of comprehensive income and equity-settled share-based payment reserves and related deferred tax on share-based payments. |
29. Ultimate controlling party
There is no ultimate controlling party as at 31 December 2024.
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