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1. BASIS OF PREPARATION
1.1. General information
Elixirr International plc (the \u201cCompany\u201d) and its subsidiaries\u2019 (together the \u201cGroup\u201d)
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 Group \ufb01nancial statements were prepared in accordance with UK-adopted international
accounting standards and the requirements of the Companies Act 2006. Except as described
below, the accounting policies applied in the year ended 31 December 2025 are consistent
with those applied in the \ufb01nancial statements for year ended 31 December 2024.
1.3. Basis of consolidation
These financial statements consolidate the financial statements of the Company and its
subsidiary undertakings as at 31 December 2025.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the
Group obtains control, and continue to be consolidated until the date that such control
ceases. The acquisition method of accounting has been adopted. The financial statements of
subsidiaries are prepared for the same reporting period as the parent Company, using
consistent accounting policies.
All intra-group balances, income and expenses and unrealised gains and losses resulting
from intra-group transactions are eliminated in full.
1.4. Measurement convention
The financial statements have been prepared under the historical cost convention, except as
otherwise described in the accounting policies.
The preparation of the consolidated financial information in compliance with UK adopted
international accounting standards requires the use of certain critical accounting estimates
and management judgements in applying the accounting policies. The significant estimates
and judgements that have been made and their effects are disclosed in note 2.1.
1.5. Going concern
The Directors have, at the time of approving the \ufb01nancial 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
su\ufb03cient \ufb01nancial resources, together with assets that are expected to generate cash \ufb02ow in
the normal course of business. Accordingly, the Directors have adopted the going concern
basis in preparing these consolidated \ufb01nancial statements. Please refer to the Directors\u2019
Report, section 17, for further disclosures on going concern.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-376": { "value": "1.1. General information Elixirr International plc (the \u201cCompany\u201d) and its subsidiaries\u2019 (together the \u201cGroup\u201d) 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. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-4": { "value": "Elixirr International plc", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-335": { "value": "Elixirr International plc", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-334": { "value": "plc", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-5": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-6": { "value": "UK", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-7": { "value": "12 Helmet Row, London, EC1V 3QJ and the Company", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-377": { "value": "The Group \ufb01nancial statements were prepared in accordance with UK-adopted international accounting standards and the requirements of the Companies Act 2006. Except as described below, the accounting policies applied in the year ended 31 December 2025 are consistent with those applied in the \ufb01nancial statements for year ended 31 December 2024. ", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-378": { "value": "1.3. Basis of consolidation These financial statements consolidate the financial statements of the Company and its subsidiary undertakings as at 31 December 2025. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The acquisition method of accounting has been adopted. The financial statements of subsidiaries are prepared for the same reporting period as the parent Company, using consistent accounting policies. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-412": { "value": "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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-379": { "value": "1.5. Going concern The Directors have, at the time of approving the \ufb01nancial 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 su\ufb03cient \ufb01nancial resources, together with assets that are expected to generate cash \ufb02ow in the normal course of business. Accordingly, the Directors have adopted the going concern basis in preparing these consolidated \ufb01nancial statements. Please refer to the Directors\u2019 Report, section 17, for further disclosures on going concern.", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-336": { "value": "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\u2019s accounting policies, the Directors have made
judgements which are considered to have a significant effect on the amounts recognised in
the financial statements for the year ending 31 December 2025. These judgements involve
estimations for contingent consideration on acquisitions and the recognition of intangibles
on acquisitions, including applying the Multi-period Excess Earnings method to estimate the
fair value of customer relationships and order books.
The key sources of estimation uncertainty that could cause an adjustment to be required to
the carrying amount of assets or liabilities within the next accounting period is contingent
consideration arising on business combinations under IFRS 3. Contingent consideration
contains estimation uncertainty as the earn-out potentially payable is linked to the future
performance of the acquiree. In estimating the fair value of the contingent consideration, at
both the acquisition date and financial year end, management has estimated the potential
future cash flows of the acquirees and assessed the likelihood of an earn-out payment being
made. These estimates could potentially change as a result of events over the coming years.
Please refer to note 13 for specifics of the estimation uncertainty relating to the contingent
consideration for the acquisition of TRC. As at 31 December 2025, the maximum potential
contingent consideration payable for TRC is \u00a347.8 million, of which \u00a339.4 million has been
recognised by management.
2.2. Revenue recognition
Revenue is measured as the fair value of consideration received or receivable for satisfying
performance obligations contained in contracts with clients, excluding discounts and Value
Added Tax. Variable consideration is included in revenue only to the extent that it is highly
probable that a significant reversal will not be required when the uncertainties determining
the level of variable consideration are resolved.
This occurs as follows for the Group\u2019s various contract types:
\u2022 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.
\u2022 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\u2019s 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, \u2018Business Combinations\u2019.
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\u2019s 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\u2019s
cash-generating units expected to benefit from the synergies of the combination. Cash-
generating units to which goodwill has been allocated are tested for impairment annually,
or more frequently when there is an indication that the unit may be impaired.
The Group performs impairment reviews at the reporting period end to identify any
goodwill or intangible assets that have a carrying value that is in excess of its recoverable
amount. Determining the recoverability of goodwill and the intangible assets requires
judgement in both the methodology applied and the key variables within that methodology.
Where it is determined that an asset is impaired, the carrying value of the asset will be
reduced to its recoverable amount with the difference recorded as an impairment charge in
the income statement.
In accordance with IAS 36, the Group has tested goodwill for impairment at the reporting
date. No goodwill impairment was deemed necessary as at 31
December 2025. For further
details on the impairment review please refer to note 12.
Contingent and non-contingent deferred consideration on acquisition
Contingent and non-contingent deferred consideration may arise on acquisitions. Non-
contingent deferred consideration may arise when settlement of all or part of the cost of
the business combination falls due after the acquisition date. Contingent deferred
consideration may arise when the consideration is dependent on future performance of the
acquired company.
Deferred consideration associated with business combinations settled in cash is assessed in
line with the agreed contractual terms. Consideration payable is recognised as capital
investment cost when the deferred or contingent consideration is not employment-linked.
Alternatively, consideration is recognised as remuneration expense over the deferral or
contingent performance period, where the consideration is also contingent upon future
employment. Where the contingent consideration is settled in a variable number of shares
or cash, the consideration is classified as a liability and measured at fair value through profit
or loss.
2.4. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from
net profits as reported in the income statement because it excludes items of income or
expense that are taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Group\u2019s and Company\u2019s liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the
carrying amounts of assets and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit and is accounted for using the balance
sheet liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if the temporary
differences arise from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences. The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are o\ufb00set when the Company has a legally enforceable right to o\ufb00set 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\u2019s 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 \u2018sterling\u2019, which is the Group\u2019s and Company\u2019s functional currency and presentation currency. On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
2.6. Intangible assets
Intangible assets are measured at cost less accumulated amortisation and any accumulated
impairment losses.
Software development
Expenditure on software development activities is recognised as an intangible asset when
the Group can demonstrate the technical feasibility of completing the software so that it
will be available for use or sale; its intention to complete and its ability to use or sell the
asset; how the asset will generate future economic benefits; the availability of resources to
complete the asset; and the ability to reliably measure the expenditure during
development. Capitalised software development costs are amortised on a straight-line basis
over the estimated useful life of 3 years.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are initially measured at their fair value
(which is regarded as their cost). Subsequent to initial recognition, intangible assets
acquired in a business combination are reported at cost less accumulated amortisation and
any accumulated impairment losses.
Intangible assets acquired in a business combination are identified and recognised
separately from goodwill where they satisfy the definition of an intangible asset under IAS
38. Such assets are only recognised if either:
\u2022 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
\u2022 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
Over order term
Order book 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\u2019 residual values, useful lives and depreciation methods are reviewed, and
adjusted prospectively if appropriate, if there is an indication of a significant change since
the last reporting date. Low value equipment including computers is expensed as incurred.
2.8. Impairments of tangible and intangible assets
At each reporting end date, the Group reviews the carrying amounts of its tangible and
intangible assets (other than goodwill) to determine whether there is any indication that
those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment loss (if
any). Where it is not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash-generating unit to which the asset
belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset for which the estimates of future cash flows have
not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than
its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to
its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Where an impairment subsequently reverses, the carrying amount of the asset (or cash-
generating unit) is increased to the revised estimate of its recoverable amount, but so that
the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (or cash-generating unit)
in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
2.9. Employee benefits
Post-retirement benefits
The Group pays into defined contribution pension schemes on behalf of employees that are
operated by third parties. The assets of the schemes are held separately from those of the
Group in independently administered funds. The amount charged to the income statement
represents the contributions payable to the scheme in respect of the accounting period.
Share-based payments
The cost of share-based employee compensation arrangements, whereby employees
receive remuneration in the form of share options, is recognised as an employee benefit
expense in the statement of profit or loss.
The total expense to be apportioned over the vesting period of the benefit is determined by
reference to the fair value (excluding the effect of non-market based vesting conditions) at
the grant date. Fair value is measured by use of Black Scholes option valuation model.
At the end of each reporting period the assumptions underlying the number of awards
expected to vest are adjusted for the effects of non-market based vesting conditions to
reflect conditions prevailing at that date. The impact of any revisions to the original
estimates is recognised in the statement of profit or loss, with a corresponding adjustment to equity. The Group has the obligation to pay employers\u2019 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\u2019 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\u2019 national insurance rate. The number of awards expected to vest are consistent with the treatment of equity-settled share-based payments. The cost of employers\u2019 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\u2019s Ordinary shareholders by the weighted average number of Ordinary Shares outstanding during the period. The calculation of diluted EPS assumes conversion of all potentially dilutive Ordinary Shares, which arise from share options outstanding. A calculation is performed to determine the number of share options that are potentially dilutive based on the number of shares that could have been acquired at fair value from the future assumed proceeds of the outstanding share options. 2.11. Financial instruments The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are de-recognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument. Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. Trade and other receivables and trade and other payables Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument. Interest-bearing borrowings Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses. Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with terms up to 90 days. Contingent consideration Contingent deferred consideration may arise on acquisitions where the consideration is dependent on the future performance of the acquired company. In circumstances where the acquiree will receive contingent consideration in a variable number of shares and is not employment-linked, the Group has recognised a financial liability at the fair value of the contingent consideration. Subsequent changes to the fair value of the contingent consideration are recognised in the statement of comprehensive income. At the balance sheet date the contingent consideration liability represents the fair value of the remaining contingent consideration valued at acquisition. The contingent consideration liability for acquisitions under IFRS 3 contains estimation uncertainty as they relate to future expected performance of the acquired business. In estimating the fair value of the contingent consideration, management has assessed the potential future cash flows of the acquired business and the likelihood of an earn-out payment being made. 2.12. Provisions A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability. 2.13. Right-of-use assets: Leases The Group leases two properties in the UK and ten properties outside the UK. All leases are accounted for by recognising a right-of-use asset and a lease liability, except for leases of low value assets. Lease liabilities are measured at the present value of contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the lessee\u2019s 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: \u2022 Lease payments made at or before commencement of the lease; \u2022 Initial direct costs incurred; and \u2022 The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset. Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the
lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter
than the lease term.
When the Group revises its estimate of the term of any lease, it adjusts the carrying amount
of the lease liability to re\ufb02ect the payments to be made over the revised term. These revised
lease payments are discounted using a revised discount rate, determined at the date of
reassessment, in accordance with IFRS 16. An equivalent adjustment is made to the carrying
value of the right-of-use asset, with the revised carrying amount being amortised over the
remaining (revised) lease term.
2.14. Financing income and expenses
Financing expenses comprise interest payable on borrowings, interest on lease liabilities
using the e\ufb00ective 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 e\ufb00ective interest method.
2.15. Prior period restatement
During the year a reassessment was made of the US tax position regarding intangible assets
arising on historic acquisitions. As a result, a prior year adjustment was made to reduce the
value of deferred tax liabilities with an o\ufb00-setting reduction in the value of goodwill by \u00a32.8
million at 1 January 2025 and \u00a31.4 million at 1 January 2024. There is no impact on reported
net assets, reported pro\ufb01t after tax or reported cash \ufb02ows.
2.16. Standards issued but not yet e\ufb00ective
At the date of authorisation of these \ufb01nancial statements, there are no standards that are
issued but not yet e\ufb00ective that would be expected to have a material impact on the Group
or Company\u2019s \ufb01nancial statements in the current or future reporting periods and on
foreseeable future transactions.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-338": { "value": "
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\u2019s accounting policies, the Directors have made judgements which are considered to have a significant effect on the amounts recognised in the financial statements for the year ending 31 December 2025. These judgements involve estimations for contingent consideration on acquisitions and the recognition of intangibles on acquisitions, including applying the Multi-period Excess Earnings method to estimate the fair value of customer relationships and order books. The key sources of estimation uncertainty that could cause an adjustment to be required to the carrying amount of assets or liabilities within the next accounting period is contingent consideration arising on business combinations under IFRS 3. Contingent consideration contains estimation uncertainty as the earn-out potentially payable is linked to the future performance of the acquiree. In estimating the fair value of the contingent consideration, at both the acquisition date and financial year end, management has estimated the potential future cash flows of the acquirees and assessed the likelihood of an earn-out payment being made. These estimates could potentially change as a result of events over the coming years. Please refer to note 13 for specifics of the estimation uncertainty relating to the contingent consideration for the acquisition of TRC. As at 31 December 2025, the maximum potential contingent consideration payable for TRC is \u00a347.8 million, of which \u00a339.4 million has been recognised by management. ", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-380": { "value": "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\u2019s accounting policies, the Directors have made judgements which are considered to have a significant effect on the amounts recognised in the financial statements for the year ending 31 December 2025. These judgements involve estimations for contingent consideration on acquisitions and the recognition of intangibles on acquisitions, including applying the Multi-period Excess Earnings method to estimate the fair value of customer relationships and order books. The key sources of estimation uncertainty that could cause an adjustment to be required to the carrying amount of assets or liabilities within the next accounting period is contingent consideration arising on business combinations under IFRS 3. Contingent consideration contains estimation uncertainty as the earn-out potentially payable is linked to the future performance of the acquiree. In estimating the fair value of the contingent consideration, at both the acquisition date and financial year end, management has estimated the potential future cash flows of the acquirees and assessed the likelihood of an earn-out payment being made. These estimates could potentially change as a result of events over the coming years. Please refer to note 13 for specifics of the estimation uncertainty relating to the contingent consideration for the acquisition of TRC. As at 31 December 2025, the maximum potential contingent consideration payable for TRC is \u00a347.8 million, of which \u00a339.4 million has been recognised by management. ", "dimensions": { "concept": "ifrs-full:ExplanationOfAssumptionAboutFutureWithSignificantRiskOfResultingInMaterialAdjustments", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-339": { "value": "2.2. Revenue recognition Revenue is measured as the fair value of consideration received or receivable for satisfying performance obligations contained in contracts with clients, excluding discounts and Value Added Tax. Variable consideration is included in revenue only to the extent that it is highly probable that a significant reversal will not be required when the uncertainties determining the level of variable consideration are resolved. This occurs as follows for the Group\u2019s various contract types: \u2022 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. \u2022 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\u2019s 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-340": { "value": "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, \u2018Business Combinations\u2019. 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\u2019s 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\u2019s cash-generating units expected to benefit from the synergies of the combination. Cash- generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. The Group performs impairment reviews at the reporting period end to identify any goodwill or intangible assets that have a carrying value that is in excess of its recoverable amount. Determining the recoverability of goodwill and the intangible assets requires judgement in both the methodology applied and the key variables within that methodology. Where it is determined that an asset is impaired, the carrying value of the asset will be reduced to its recoverable amount with the difference recorded as an impairment charge in the income statement. In accordance with IAS 36, the Group has tested goodwill for impairment at the reporting date. No goodwill impairment was deemed necessary as at 31 December 2025. For further details on the impairment review please refer to note 12. Contingent and non-contingent deferred consideration on acquisition Contingent and non-contingent deferred consideration may arise on acquisitions. Non- contingent deferred consideration may arise when settlement of all or part of the cost of the business combination falls due after the acquisition date. Contingent deferred consideration may arise when the consideration is dependent on future performance of the acquired company. Deferred consideration associated with business combinations settled in cash is assessed in line with the agreed contractual terms. Consideration payable is recognised as capital investment cost when the deferred or contingent consideration is not employment-linked. Alternatively, consideration is recognised as remuneration expense over the deferral or contingent performance period, where the consideration is also contingent upon future employment. Where the contingent consideration is settled in a variable number of shares or cash, the consideration is classified as a liability and measured at fair value through profit or loss.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-381": { "value": "Business combinations The Group applies the acquisition method of accounting to account for business combinations in accordance with IFRS 3, \u2018Business Combinations\u2019. 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\u2019s 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. 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: \u2022 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 \u2022 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
Over order term
Order book Multi-Period Excess Earnings method
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-382": { "value": "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\u2019s cash-generating units expected to benefit from the synergies of the combination. Cash- generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. The Group performs impairment reviews at the reporting period end to identify any goodwill or intangible assets that have a carrying value that is in excess of its recoverable amount. Determining the recoverability of goodwill and the intangible assets requires judgement in both the methodology applied and the key variables within that methodology. Where it is determined that an asset is impaired, the carrying value of the asset will be reduced to its recoverable amount with the difference recorded as an impairment charge in the income statement. In accordance with IAS 36, the Group has tested goodwill for impairment at the reporting date. No goodwill impairment was deemed necessary as at 31 December 2025. For further details on the impairment review please refer to note 12.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-384": { "value": "Contingent and non-contingent deferred consideration on acquisition Contingent and non-contingent deferred consideration may arise on acquisitions. Non- contingent deferred consideration may arise when settlement of all or part of the cost of the business combination falls due after the acquisition date. Contingent deferred consideration may arise when the consideration is dependent on future performance of the acquired company. Deferred consideration associated with business combinations settled in cash is assessed in line with the agreed contractual terms. Consideration payable is recognised as capital investment cost when the deferred or contingent consideration is not employment-linked. Alternatively, consideration is recognised as remuneration expense over the deferral or contingent performance period, where the consideration is also contingent upon future employment. Where the contingent consideration is settled in a variable number of shares or cash, the consideration is classified as a liability and measured at fair value through profit or loss.
Contingent consideration
Contingent deferred consideration may arise on acquisitions where the consideration is
dependent on the future performance of the acquired company. In circumstances where
the acquiree will receive contingent consideration in a variable number of shares and is not
employment-linked, the Group has recognised a financial liability at the fair value of the
contingent consideration. Subsequent changes to the fair value of the contingent
consideration are recognised in the statement of comprehensive income.
At the balance sheet date the contingent consideration liability represents the fair value of the remaining contingent consideration valued at acquisition. The contingent consideration liability for acquisitions under IFRS 3 contains estimation uncertainty as they relate to future expected performance of the acquired business. In estimating the fair value of the contingent consideration, management has assessed the potential future cash flows of the acquired business and the likelihood of an earn-out payment being made. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-341": { "value": "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\u2019s and Company\u2019s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary
differences arise from goodwill or from the initial recognition of other assets and liabilities
in a transaction that affects neither the tax profit nor the accounting profit and at the time
of the transaction, does not give rise to equal taxable and deductible temporary differences.
The carrying amount of deferred tax assets is reviewed at each reporting end date and
reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered. Deferred tax is calculated at the
tax rates that are expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the income statement, except when it relates
to items charged or credited directly to equity, in which case the deferred tax is also dealt
with in equity. Deferred tax assets and liabilities are o\ufb00set when the Company has a legally
enforceable right to o\ufb00set current tax assets and liabilities and the deferred tax assets and
liabilities relate to taxes levied by the same tax authority.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-383": { "value": "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 o\ufb00set when the Company has a legally enforceable right to o\ufb00set current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-342": { "value": "
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\u2019s 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 \u2018sterling\u2019, which is the
Group\u2019s and Company\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-385": { "value": "Functional and presentational currency Items included in the financial statements of each of the Group\u2019s 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 \u2018sterling\u2019, which is the Group\u2019s and Company\u2019s 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-343": { "value": "2.6. Intangible assets Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. Software development Expenditure on software development activities is recognised as an intangible asset when the Group can demonstrate the technical feasibility of completing the software so that it will be available for use or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the availability of resources to complete the asset; and the ability to reliably measure the expenditure during development. Capitalised software development costs are amortised on a straight-line basis over the estimated useful life of 3 years. Intangible assets acquired in a business combination Intangible assets acquired in a business combination are initially measured at their fair value (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset under IAS 38. Such assets are only recognised if either: \u2022 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 \u2022 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
Over order term
Order book Multi-Period Excess Earnings method
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-387": { "value": "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\u2019 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.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-345": { "value": "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\u2019 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-344": { "value": "2.8. Impairments of tangible and intangible assets At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets (other than goodwill) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss. Where an impairment subsequently reverses, the carrying amount of the asset (or cash- generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-386": { "value": "2.8. Impairments of tangible and intangible assets At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets (other than goodwill) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss. Where an impairment subsequently reverses, the carrying amount of the asset (or cash- generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-346": { "value": "2.9. Employee benefits Post-retirement benefits The Group pays into defined contribution pension schemes on behalf of employees that are operated by third parties. The assets of the schemes are held separately from those of the Group in independently administered funds. The amount charged to the income statement represents the contributions payable to the scheme in respect of the accounting period. Share-based payments The cost of share-based employee compensation arrangements, whereby employees receive remuneration in the form of share options, is recognised as an employee benefit expense in the statement of profit or loss. The total expense to be apportioned over the vesting period of the benefit is determined by reference to the fair value (excluding the effect of non-market based vesting conditions) at the grant date. Fair value is measured by use of Black Scholes option valuation model. At the end of each reporting period the assumptions underlying the number of awards expected to vest are adjusted for the effects of non-market based vesting conditions to reflect conditions prevailing at that date. The impact of any revisions to the original
estimates is recognised in the statement of profit or loss, with a corresponding adjustment
to equity.
The Group has the obligation to pay employers\u2019 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\u2019 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\u2019 national
insurance rate. The number of awards expected to vest are consistent with the treatment of
equity-settled share-based payments. The cost of employers\u2019 national insurance is included
within share-based payments expense in the statement of comprehensive income.
Please refer to note 23 for further details.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-388": { "value": "Share-based payments The cost of share-based employee compensation arrangements, whereby employees receive remuneration in the form of share options, is recognised as an employee benefit expense in the statement of profit or loss. The total expense to be apportioned over the vesting period of the benefit is determined by reference to the fair value (excluding the effect of non-market based vesting conditions) at the grant date. Fair value is measured by use of Black Scholes option valuation model. At the end of each reporting period the assumptions underlying the number of awards expected to vest are adjusted for the effects of non-market based vesting conditions to reflect conditions prevailing at that date. The impact of any revisions to the original estimates is recognised in the statement of profit or loss, with a corresponding adjustment to equity. The Group has the obligation to pay employers\u2019 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\u2019 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\u2019 national insurance rate. The number of awards expected to vest are consistent with the treatment of equity-settled share-based payments. The cost of employers\u2019 national insurance is included within share-based payments expense in the statement of comprehensive income. Please refer to note 23 for further details.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-347": { "value": "
2.10. Earnings per share
The Group presents basic and diluted EPS.
Basic EPS is calculated by dividing the profit attributable to the Group\u2019s 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-348": { "value": "
2.11. Financial instruments
The Group classifies financial instruments, or their component parts, on initial recognition as
a financial asset, a financial liability or an equity instrument in accordance with the
substance of the contractual arrangement. Financial instruments are recognised on trade
date when the Group becomes a party to the contractual provisions of the instrument.
Financial instruments are recognised initially at fair value plus, in the case of a financial
instrument not at fair value through profit or loss, transaction costs that are directly
attributable to the acquisition or issue of the financial instrument. Financial instruments are
de-recognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument. Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. Trade and other receivables and trade and other payables Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument. Interest-bearing borrowings Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses. Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with terms up to 90 days. Contingent consideration Contingent deferred consideration may arise on acquisitions where the consideration is dependent on the future performance of the acquired company. In circumstances where the acquiree will receive contingent consideration in a variable number of shares and is not employment-linked, the Group has recognised a financial liability at the fair value of the contingent consideration. Subsequent changes to the fair value of the contingent consideration are recognised in the statement of comprehensive income.
At the balance sheet date the contingent consideration liability represents the fair value of
the remaining contingent consideration valued at acquisition. The contingent consideration
liability for acquisitions under IFRS 3 contains estimation uncertainty as they relate to future
expected performance of the acquired business. In estimating the fair value of the
contingent consideration, management has assessed the potential future cash flows of the
acquired business and the likelihood of an earn-out payment being made.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-389": { "value": "
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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-413": { "value": "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.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-414": { "value": "
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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingCostsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-390": { "value": "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.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-391": { "value": "
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with terms up to 90
days.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-349": { "value": "
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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-350": { "value": "
2.13. Right-of-use assets: Leases
The Group leases two properties in the UK and ten properties outside the UK.
All leases are accounted for by recognising a right-of-use asset and a lease liability, except
for leases of low value assets.
Lease liabilities are measured at the present value of contractual payments due to the lessor
over the lease term, with the discount rate determined by reference to the rate inherent in
the lease unless (as is typically the case) this is not readily determinable, in which case the
lessee\u2019s 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:
\u2022 Lease payments made at or before commencement of the lease;
\u2022 Initial direct costs incurred; and
\u2022 The amount of any provision recognised where the Group is contractually required to
dismantle, remove or restore the leased asset.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at
a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortised on a straight-line basis over the remaining term of the
lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. When the Group revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to re\ufb02ect the payments to be made over the revised term. These revised lease payments are discounted using a revised discount rate, determined at the date of reassessment, in accordance with IFRS 16. An equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-351": { "value": "2.14. Financing income and expenses Financing expenses comprise interest payable on borrowings, interest on lease liabilities using the e\ufb00ective 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 e\ufb00ective interest method.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-392": { "value": "2.14. Financing income and expenses Financing expenses comprise interest payable on borrowings, interest on lease liabilities using the e\ufb00ective 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 e\ufb00ective interest method. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-415": { "value": "2.14. Financing income and expenses Financing expenses comprise interest payable on borrowings, interest on lease liabilities using the e\ufb00ective 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 e\ufb00ective interest method. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-352": { "value": "2.15. Prior period restatement During the year a reassessment was made of the US tax position regarding intangible assets arising on historic acquisitions. As a result, a prior year adjustment was made to reduce the value of deferred tax liabilities with an o\ufb00-setting reduction in the value of goodwill by \u00a32.8 million at 1 January 2025 and \u00a31.4 million at 1 January 2024. There is no impact on reported net assets, reported pro\ufb01t after tax or reported cash \ufb02ows. ", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureAmountAndCorrectionOfAccountingErrorsInPriorPeriodsEstimate", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-353": { "value": "2.16. Standards issued but not yet e\ufb00ective At the date of authorisation of these \ufb01nancial statements, there are no standards that are issued but not yet e\ufb00ective that would be expected to have a material impact on the Group or Company\u2019s \ufb01nancial statements in the current or future reporting periods and on foreseeable future transactions.", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-393": { "value": "2.16. Standards issued but not yet e\ufb00ective At the date of authorisation of these \ufb01nancial statements, there are no standards that are issued but not yet e\ufb00ective that would be expected to have a material impact on the Group or Company\u2019s \ufb01nancial statements in the current or future reporting periods and on foreseeable future transactions.", "dimensions": { "concept": "ifrs-full:DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-354": { "value": "3. ALTERNATIVE PERFORMANCE MEASURES In order to provide better clarity to the underlying performance of the Group, Elixirr uses adjusted EBITDA, adjusted EPS and free cash \ufb02ow as alternative performance measures. These measures are not de\ufb01ned under IFRS. These non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, but have been included as the Directors consider adjusted EBITDA, adjusted EPS and free cash \ufb02ow 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 pro\ufb01t: non-cash depreciation and amortisation charges, share-based payments, non-recurring Main Market listing costs and non-recurring M&A-related items. Adjusted EPS excludes the following items from pro\ufb01t after tax: amortisation charges, share-based payments, non-recurring Main Market listing costs and non-recurring M&A-related items, M&A-related non-cash \ufb01nance costs and their related tax impacts. Free cash \ufb02ow is calculated after deducting capital expenditure and o\ufb03ce lease costs from net cash generated from operating activities and interest received. Amortisation of acquired intangible assets primarily relates to customer relationships and order books recognised as part of business combinations. These balances arise from purchase price allocation adjustments required under IFRS 3 and do not represent costs incurred in the period to generate revenue. The amortisation charge is therefore dependent on the valuation and useful economic lives assigned to these assets at the time of acquisition rather than the underlying operating performance of the Group\u2019s activities. Management therefore excludes these charges when assessing the operating performance of the business and when monitoring performance against internal budgets and forecasts. Similarly, share-based payment charges re\ufb02ect the accounting valuation of long-term incentive arrangements granted to employees and senior management and do not represent cash operating costs incurred in the period. These charges can also vary signi\ufb01cantly depending on valuation assumptions and vesting outcomes.
The table below sets out the reconciliation of the Group's adjusted EBITDA and adjusted
pro\ufb01t before tax from pro\ufb01t before tax:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Profit before tax
27,590
22,889
Adjusting items:
M&A-related items (note 5)
878
1,074
Main Market listing costs (note 5)
1,473
-
Amortisation of intangible assets
5,466
2,388
Share-based payments
5,029
2,550
Finance cost \u2013 contingent consideration
610
757
Adjusted profit before tax
41,046
29,658
Depreciation
1,713
1,485
Net finance cost \u2013 excluding contingent consideration
1,533
47
Adjusted EBITDA
44,292
31,190
The table below sets out the reconciliation of the Group's adjusted profit after tax to
adjusted profit before tax:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Adjusted profit before tax
41,046
29,658
Tax charge
(7,894)
(6,510)
Tax impact of adjusting items
(2,036)
(819)
Adjusted profit after tax
31,116
22,329
Adjusted profit after tax is used in calculating adjusted basic and adjusted diluted EPS.
Adjusted profit after tax is stated before adjusting items and their associated tax effects.
Adjusted EPS is calculated by dividing the adjusted profit after tax for the period attributable
to the shareholders of the Ordinary Shares by the weighted average number of Ordinary
Shares outstanding during the period. Adjusted diluted EPS is calculated by dividing adjusted
profit after tax by the weighted average number of shares adjusted for the impact of
potential Ordinary Shares.
Potential Ordinary Shares are treated as dilutive when their conversion to Ordinary Shares
would decrease EPS. Please refer to note 10 for further details.
FY 25
FY 24
Group
p
p
Adjusted EPS
65.30
47.44
Adjusted diluted EPS
58.73
43.14
The table below sets out the reconciliation of the Group's net cash generated from
operating activities to free cash flow:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Net cash generated from operating activities
33,006
29,398
Purchase of property, plant and equipment
(73)
(84)
Software development costs
(131)
(242)
Interest received
41
394
Lease liability principal payments
(1,487)
(1,103)
Interest paid on lease liability
(249)
(288)
Free cash flow
31,107
28,075
", "dimensions": { "concept": "elixirrintplc:DisclosureOfAlternativePerformanceMeasures", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-355": { "value": "
4. SEGMENTAL REPORTING
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Revenue from contracts with customers arises from:
United Kingdom
32,404
29,622
USA
94,564
61,181
Rest of World
22,632
20,541
Total Revenue
149,600
111,344
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Non-current assets:
United Kingdom
56,267
57,415
USA
144,808
77,285
Rest of World
458
561
Total non-current assets
201,533
135,261
Non-current assets disclosed exclude deferred tax and \ufb01nancial assets (loans to shareholders
and other receivables) as required by IFRS 8.
IFRS 8 requires that operating segments be identi\ufb01ed 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-394": { "value": "
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Revenue from contracts with customers arises from:
United Kingdom
32,404
29,622
USA
94,564
61,181
Rest of World
22,632
20,541
Total Revenue
149,600
111,344
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-416": { "value": "
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Revenue from contracts with customers arises from:
United Kingdom
32,404
29,622
USA
94,564
61,181
Rest of World
22,632
20,541
Total Revenue
149,600
111,344
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueFromContractsWithCustomersExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-395": { "value": "
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Non-current assets:
United Kingdom
56,267
57,415
USA
144,808
77,285
Rest of World
458
561
Total non-current assets
201,533
135,261
Non-current assets disclosed exclude deferred tax and \ufb01nancial assets (loans to shareholders and other receivables) as required by IFRS 8. IFRS 8 requires that operating segments be identi\ufb01ed 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.", "dimensions": { "concept": "ifrs-full:DisclosureOfGeographicalAreasExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-356": { "value": "
5. PROFIT BEFORE TAXATION
The following items have been included in arriving at pro\ufb01t before taxation:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Depreciation of property, plant and equipment:
- Owned assets
235
269
- Leased assets
1,478
1,216
Amortisation of intangible assets
5,466
2,388
Share-based payments
5,029
2,550
Foreign exchange losses/(gains)
289
(192)
Main Market listing costs
1,473
-
M&A-related items
878
1,074
- Transaction costs
795
592
- Employment-related contingent consideration
193
6
- Adjustment to contingent consideration
(110)
476
The M&A-related cost of \u00a30.9 million in FY 25 includes adjustments to contingent
consideration associated with the acquisition of Elixirr Digital Inc., employment-related
contingent consideration and other non-recurring costs associated with the acquisition of
TRC, as well as other non-recurring costs in respect of M&A activity.
The M&A-related cost of \u00a31.1 million in FY 24 includes adjustments to contingent
consideration associated with the acquisition of Elixirr AI, employment-related contingent
consideration and other non-recurring costs associated with the acquisition of Hypothesis,
as well as other non-recurring costs in respect of M&A activity.
During the year the Group obtained the following services from the Company\u2019s auditors as
detailed below:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Services provided by the Company's auditors:
Audit fees - parent Company and consolidated accounts
69
50
Audit fees - subsidiary companies
160
117
Other permitted services - Main Market listing
127
-
", "dimensions": { "concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-396": { "value": "5. PROFIT BEFORE TAXATION The following items have been included in arriving at pro\ufb01t before taxation:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Depreciation of property, plant and equipment:
- Owned assets
235
269
- Leased assets
1,478
1,216
Amortisation of intangible assets
5,466
2,388
Share-based payments
5,029
2,550
Foreign exchange losses/(gains)
289
(192)
Main Market listing costs
1,473
-
M&A-related items
878
1,074
- Transaction costs
795
592
- Employment-related contingent consideration
193
6
- Adjustment to contingent consideration
(110)
476
The M&A-related cost of \u00a30.9 million in FY 25 includes adjustments to contingent consideration associated with the acquisition of Elixirr Digital Inc., employment-related contingent consideration and other non-recurring costs associated with the acquisition of TRC, as well as other non-recurring costs in respect of M&A activity. The M&A-related cost of \u00a31.1 million in FY 24 includes adjustments to contingent consideration associated with the acquisition of Elixirr AI, employment-related contingent consideration and other non-recurring costs associated with the acquisition of Hypothesis, as well as other non-recurring costs in respect of M&A activity. During the year the Group obtained the following services from the Company\u2019s auditors as detailed below:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Services provided by the Company's auditors:
Audit fees - parent Company and consolidated accounts
69
50
Audit fees - subsidiary companies
160
117
Other permitted services - Main Market listing
127
-
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-417": { "value": "The following items have been included in arriving at pro\ufb01t before taxation:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Depreciation of property, plant and equipment:
- Owned assets
235
269
- Leased assets
1,478
1,216
Amortisation of intangible assets
5,466
2,388
Share-based payments
5,029
2,550
Foreign exchange losses/(gains)
289
(192)
Main Market listing costs
1,473
-
M&A-related items
878
1,074
- Transaction costs
795
592
- Employment-related contingent consideration
193
6
- Adjustment to contingent consideration
(110)
476
The M&A-related cost of \u00a30.9 million in FY 25 includes adjustments to contingent consideration associated with the acquisition of Elixirr Digital Inc., employment-related contingent consideration and other non-recurring costs associated with the acquisition of TRC, as well as other non-recurring costs in respect of M&A activity. The M&A-related cost of \u00a31.1 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. ", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-418": { "value": "During the year the Group obtained the following services from the Company\u2019s auditors as detailed below:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Services provided by the Company's auditors:
Audit fees - parent Company and consolidated accounts
69
50
Audit fees - subsidiary companies
160
117
Other permitted services - Main Market listing
127
-
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-357": { "value": "
6. NET FINANCE EXPENSE
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Finance income:
On short term deposits
162
394
162
394
Finance costs:
On contingent consideration
(610)
(757)
On lease liability
(230)
(246)
On revolving credit facility
(1,252)
(195)
On term loan
(213)
-
(2,305)
(1,198)
Net finance expense
(2,143)
(804)
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-397": { "value": "6. NET FINANCE EXPENSE
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Finance income:
On short term deposits
162
394
162
394
Finance costs:
On contingent consideration
(610)
(757)
On lease liability
(230)
(246)
On revolving credit facility
(1,252)
(195)
On term loan
(213)
-
(2,305)
(1,198)
Net finance expense
(2,143)
(804)
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-419": { "value": "6. NET FINANCE EXPENSE
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Finance income:
On short term deposits
162
394
162
394
Finance costs:
On contingent consideration
(610)
(757)
On lease liability
(230)
(246)
On revolving credit facility
(1,252)
(195)
On term loan
(213)
-
(2,305)
(1,198)
Net finance expense
(2,143)
(804)
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-433": { "value": "6. NET FINANCE EXPENSE
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Finance income:
On short term deposits
162
394
162
394
Finance costs:
On contingent consideration
(610)
(757)
On lease liability
(230)
(246)
On revolving credit facility
(1,252)
(195)
On term loan
(213)
-
(2,305)
(1,198)
Net finance expense
(2,143)
(804)
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-439": { "value": "6. NET FINANCE EXPENSE
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Finance income:
On short term deposits
162
394
162
394
Finance costs:
On contingent consideration
(610)
(757)
On lease liability
(230)
(246)
On revolving credit facility
(1,252)
(195)
On term loan
(213)
-
(2,305)
(1,198)
Net finance expense
(2,143)
(804)
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-441": { "value": "6. NET FINANCE EXPENSE
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Finance income:
On short term deposits
162
394
162
394
Finance costs:
On contingent consideration
(610)
(757)
On lease liability
(230)
(246)
On revolving credit facility
(1,252)
(195)
On term loan
(213)
-
(2,305)
(1,198)
Net finance expense
(2,143)
(804)
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-358": { "value": "
7. TAXATION ON PROFIT ON ORDINARY ACTIVITIES
Analysis of tax charge:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Current tax
In respect of the current year
9,028
6,804
Adjustments in respect of prior periods
(70)
-
Total current tax
8,958
6,804
Deferred tax
In respect of the current year
(1,064)
(294)
Total deferred tax
(1,064)
(294)
Income tax expense
7,894
6,510
The total current and deferred tax credits recognised directly in equity in relation to share-
based payments was as follows:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Current tax
In respect of the current year
(1,938)
(1,419)
Total current tax
(1,938)
(1,419)
Deferred tax
In respect of the current year
(7)
156
Total deferred tax
(7)
156
Net tax credit
(1,945)
(1,263)
Numerical reconciliation of income tax expense:
The tax assessed on the pro\ufb01t on ordinary activities for the year is higher than the standard
rate of corporation tax in the UK of 25%.
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Profit before taxation
27,590
22,889
Profit on ordinary activities multiplied by the weighted average rate of
corporation tax in UK of 25% (FY 24: 25%)
 6,898
5,722
Effects of:
M&A-related items not deductible
532
396
Expenses not deductible
195
400
Difference in overseas tax rates
339
(8)
Adjustments in respect of prior periods
(70)
-
Total taxation
7,894
6,510
8. DEFERRED TAX
Net deferred tax asset:
The balances comprise temporary di\ufb00erences attributable to:
Group
Company
FY 25
FY 24 (restated)
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Deferred tax liability
Property, plant and equipment
(22)
(50)
-
-
Intangible assets
(644)
(783)
-
-
Total deferred tax liability
(666)
(833)
-
-
Deferred tax asset
Share-based payments
3,514
3,160
-
-
Short-term timing differences
1,190
670
-
-
Total deferred tax asset
4,704
3,830
-
-
Net deferred tax asset
4,038
2,997
-
-
The deferred tax liability on intangible assets relates to customer relationships, order book
and goodwill and those on property, plant and equipment relate to accelerated capital
allowances.
The deferred tax asset recognised represents the future tax e\ufb00ect 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:
Short-term
Property, plant and
Share-
based
timing
equipment
Intangible assets
payments
differences
Total
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
At 31 December 2023
(78)
(1,922)
3,117
360
1,477
Acquisition of business
-
(1,355)
-
-
(1,355)
Charged to equity
-
-
(156)
-
(156)
Credited/(charged) to profit or loss
28
(237)
199
304
294
Exchange rate difference
-
(68)
-
6
(62)
At 31 December 2024
(50)
(3,582)
3,160
670
198
Prior period adjustment
-
2,799
-
-
2,799
At 31 December 2024 (restated)
(50)
(783)
3,160
670
2,997
Charged to equity
-
-
7
-
7
Credited to profit or loss
28
118
347
570
1,063
Exchange rate difference
-
21
-
(50)
(29)
At 31 December 2025
(22)
(644)
3,514
1,190
4,038
Please refer to note 2.15 for further details on the prior period restatement.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-398": { "value": "Analysis of tax charge:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Current tax
In respect of the current year
9,028
6,804
Adjustments in respect of prior periods
(70)
-
Total current tax
8,958
6,804
Deferred tax
In respect of the current year
(1,064)
(294)
Total deferred tax
(1,064)
(294)
Income tax expense
7,894
6,510
The total current and deferred tax credits recognised directly in equity in relation to share- based payments was as follows:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Current tax
In respect of the current year
(1,938)
(1,419)
Total current tax
(1,938)
(1,419)
Deferred tax
In respect of the current year
(7)
156
Total deferred tax
(7)
156
Net tax credit
(1,945)
(1,263)
8. DEFERRED TAX Net deferred tax asset: The balances comprise temporary di\ufb00erences attributable to:
Group
Company
FY 25
FY 24 (restated)
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Deferred tax liability
Property, plant and equipment
(22)
(50)
-
-
Intangible assets
(644)
(783)
-
-
Total deferred tax liability
(666)
(833)
-
-
Deferred tax asset
Share-based payments
3,514
3,160
-
-
Short-term timing differences
1,190
670
-
-
Total deferred tax asset
4,704
3,830
-
-
Net deferred tax asset
4,038
2,997
-
-
The deferred tax liability on intangible assets relates to customer relationships, order book and goodwill and those on property, plant and equipment relate to accelerated capital allowances. The deferred tax asset recognised represents the future tax e\ufb00ect 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:
Short-term
Property, plant and
Share-
based
timing
equipment
Intangible assets
payments
differences
Total
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
At 31 December 2023
(78)
(1,922)
3,117
360
1,477
Acquisition of business
-
(1,355)
-
-
(1,355)
Charged to equity
-
-
(156)
-
(156)
Credited/(charged) to profit or loss
28
(237)
199
304
294
Exchange rate difference
-
(68)
-
6
(62)
At 31 December 2024
(50)
(3,582)
3,160
670
198
Prior period adjustment
-
2,799
-
-
2,799
At 31 December 2024 (restated)
(50)
(783)
3,160
670
2,997
Charged to equity
-
-
7
-
7
Credited to profit or loss
28
118
347
570
1,063
Exchange rate difference
-
21
-
(50)
(29)
At 31 December 2025
(22)
(644)
3,514
1,190
4,038
Please refer to note 2.15 for further details on the prior period restatement. ", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-440": { "value": "8. DEFERRED TAX Net deferred tax asset: The balances comprise temporary di\ufb00erences attributable to:
Group
Company
FY 25
FY 24 (restated)
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Deferred tax liability
Property, plant and equipment
(22)
(50)
-
-
Intangible assets
(644)
(783)
-
-
Total deferred tax liability
(666)
(833)
-
-
Deferred tax asset
Share-based payments
3,514
3,160
-
-
Short-term timing differences
1,190
670
-
-
Total deferred tax asset
4,704
3,830
-
-
Net deferred tax asset
4,038
2,997
-
-
The deferred tax liability on intangible assets relates to customer relationships, order book and goodwill and those on property, plant and equipment relate to accelerated capital allowances. The deferred tax asset recognised represents the future tax e\ufb00ect 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:
Short-term
Property, plant and
Share-
based
timing
equipment
Intangible assets
payments
differences
Total
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
At 31 December 2023
(78)
(1,922)
3,117
360
1,477
Acquisition of business
-
(1,355)
-
-
(1,355)
Charged to equity
-
-
(156)
-
(156)
Credited/(charged) to profit or loss
28
(237)
199
304
294
Exchange rate difference
-
(68)
-
6
(62)
At 31 December 2024
(50)
(3,582)
3,160
670
198
Prior period adjustment
-
2,799
-
-
2,799
At 31 December 2024 (restated)
(50)
(783)
3,160
670
2,997
Charged to equity
-
-
7
-
7
Credited to profit or loss
28
118
347
570
1,063
Exchange rate difference
-
21
-
(50)
(29)
At 31 December 2025
(22)
(644)
3,514
1,190
4,038
Please refer to note 2.15 for further details on the prior period restatement. 16. RECEIVABLES
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Non-current assets
Loans to shareholders
8,566
7,399
8,566
7,399
Other receivables
3,701
3,023
3,129
2,469
12,267
10,422
11,695
9,868
Current assets
Trade receivables
23,408
15,665
-
-
Less: allowance for doubtful debts
-
(42)
-
-
Trade receivables - net
23,408
15,623
-
-
Prepayments and deposits
2,552
1,939
960
777
Contract assets
804
804
-
-
Amounts owed by group companies
-
-
43,107
Other receivables
46
19
1
5
26,810
18,385
44,068
782
Loans to shareholders represent amounts owed to the Company by shareholders, who are senior employees of the Group. The loans to shareholders are interest-free and expected to be repaid beyond one year. Non-current other receivables include property deposits and section 455 tax receivable. As at 31 December 2025, the Company is owed \u00a343.1 million from Elixirr Inc. Trade receivables are non-interest bearing and receivable under normal commercial terms. Management considers that the carrying value of trade and other receivables approximates to their fair value. The carrying value of non-current other receivables and loans to shareholders is considered to be a reasonable approximation of their fair value, but has not been discounted to present value. The expected credit loss on trade and other receivables was not material at the current or prior year ends. For analysis of the maximum exposure to credit risk, please refer to note 25. The ageing of trade receivables of the Group as at 31 December 2025:
Gross carrying amount
Loss allowance
Net carrying amount
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
< 31 days
18,281
-
18,281
31-60 days
2,723
-
2,723
61-90 days
2,044
-
2,044
91-120 days
75
-
75
121+ days
285
-
285
At 31 December 2025
23,408
-
23,408
The ageing of trade receivables of the Group as at 31 December 2024:
Gross carrying amount
Loss allowance
Net carrying amount
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
< 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
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-442": { "value": "8. DEFERRED TAX Net deferred tax asset: The balances comprise temporary di\ufb00erences attributable to:
Group
Company
FY 25
FY 24 (restated)
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Deferred tax liability
Property, plant and equipment
(22)
(50)
-
-
Intangible assets
(644)
(783)
-
-
Total deferred tax liability
(666)
(833)
-
-
Deferred tax asset
Share-based payments
3,514
3,160
-
-
Short-term timing differences
1,190
670
-
-
Total deferred tax asset
4,704
3,830
-
-
Net deferred tax asset
4,038
2,997
-
-
The deferred tax liability on intangible assets relates to customer relationships, order book and goodwill and those on property, plant and equipment relate to accelerated capital allowances. The deferred tax asset recognised represents the future tax e\ufb00ect 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:
Short-term
Property, plant and
Share-
based
timing
equipment
Intangible assets
payments
differences
Total
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
At 31 December 2023
(78)
(1,922)
3,117
360
1,477
Acquisition of business
-
(1,355)
-
-
(1,355)
Charged to equity
-
-
(156)
-
(156)
Credited/(charged) to profit or loss
28
(237)
199
304
294
Exchange rate difference
-
(68)
-
6
(62)
At 31 December 2024
(50)
(3,582)
3,160
670
198
Prior period adjustment
-
2,799
-
-
2,799
At 31 December 2024 (restated)
(50)
(783)
3,160
670
2,997
Charged to equity
-
-
7
-
7
Credited to profit or loss
28
118
347
570
1,063
Exchange rate difference
-
21
-
(50)
(29)
At 31 December 2025
(22)
(644)
3,514
1,190
4,038
Please refer to note 2.15 for further details on the prior period restatement. 18. TRADE AND OTHER PAYABLES
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Trade payables
2,338
2,293
145
136
Other taxes and social security costs
1,933
1,590
-
(86)
Accruals
20,383
14,536
290
233
Contract liabilities
5,046
6,369
-
-
Other payables
616
887
15
-
Amounts owed to group companies
-
-
16,461
13,204
30,316
25,675
16,911
13,487
As at 31 December 2025, the Company owed \u00a312.8 million (FY 24: \u00a313.2 million) to Elixirr Consulting Limited, \u00a31.8 million to Elixirr Digital Limited, \u00a31.2 million to Elixirr Consulting (Jersey) Limited and \u00a30.6m to The Retearn Group Ltd. The fair value of trade and other payables approximates to book value at the period end. Trade payables are non-interest bearing and are normally settled monthly. Trade payables comprise amounts outstanding for trade purchases and ongoing costs. Contract liabilities arise from the Group's revenue generating activities relating to payments received in advance of performance delivered under a contract. These contract liabilities typically arise on short-term timing di\ufb00erences between performance obligations in some milestone or \ufb01xed fee contracts and their respective contracted payment schedules. \u00a36.4 million of revenue was recognised in FY 25 relating to the contract liability balance from FY 24. At the reporting date, the Group has \u00a333.7 million of remaining performance obligations in respect of contracted but not yet delivered services. These represent the aggregate transaction price allocated to performance obligations that are unsatis\ufb01ed or partially unsatis\ufb01ed at the reporting date. The Group expects to recognise substantially all of this amount as revenue within the 12 months following the year end. 20. OTHER CREDITORS AND OTHER NON-CURRENT LIABILITIES
Group
Company
FY 25
FY 24 (restated)
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Other creditors
Contingent consideration
22,242
5,558
21,442
-
Employment-related
83 6 - -
contingent consideration
22,325
5,564
21,442
-
Other non-current liabilities
Dilapidations
330
373
-
-
Cash-settled share-based
1,429 724 - -
payments
Contingent consideration
19,967
4,189
18,776
-
21,726
5,286
18,776
-
Contingent consideration in FY 25 includes earn-out payments which are contingent on performance and arose from the acquisition of Insigniam LLC, Hypothesis and TRC. The employment-related contingent consideration includes post-acquisition employee bene\ufb01ts in relation to the Hypothesis acquisition. As set out in the note 12, the contingent consideration amount recognised at 31 December 2024 for Hypothesis was estimated and pending \ufb01nalisation. During FY 25 the amount was \ufb01nalised and agreed with the sellers of Hypothesis, resulting in an adjustment to the fair value of the contingent consideration payable. As a result of this, the table above shows the corresponding measurement period adjustment to contingent consideration. Contingent consideration in FY 24 includes earn-out payments which are contingent on performance and arose from the acquisition of Elixirr Digital Inc., Elixirr AI Inc., Insigniam LLC and Insigniam SAS and Hypothesis. Cash-settled share-based payments include obligations for the Group's employers' NI on options that are yet to vest. Refer note 23 for further details. Other non-current liability payments fall due beyond 12 months from the reporting date. ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-420": { "value": "8. DEFERRED TAX Net deferred tax asset: The balances comprise temporary di\ufb00erences attributable to:
Group
Company
FY 25
FY 24 (restated)
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Deferred tax liability
Property, plant and equipment
(22)
(50)
-
-
Intangible assets
(644)
(783)
-
-
Total deferred tax liability
(666)
(833)
-
-
Deferred tax asset
Share-based payments
3,514
3,160
-
-
Short-term timing differences
1,190
670
-
-
Total deferred tax asset
4,704
3,830
-
-
Net deferred tax asset
4,038
2,997
-
-
The deferred tax liability on intangible assets relates to customer relationships, order book and goodwill and those on property, plant and equipment relate to accelerated capital allowances. The deferred tax asset recognised represents the future tax e\ufb00ect 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:
Short-term
Property, plant and
Share-
based
timing
equipment
Intangible assets
payments
differences
Total
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
At 31 December 2023
(78)
(1,922)
3,117
360
1,477
Acquisition of business
-
(1,355)
-
-
(1,355)
Charged to equity
-
-
(156)
-
(156)
Credited/(charged) to profit or loss
28
(237)
199
304
294
Exchange rate difference
-
(68)
-
6
(62)
At 31 December 2024
(50)
(3,582)
3,160
670
198
Prior period adjustment
-
2,799
-
-
2,799
At 31 December 2024 (restated)
(50)
(783)
3,160
670
2,997
Charged to equity
-
-
7
-
7
Credited to profit or loss
28
118
347
570
1,063
Exchange rate difference
-
21
-
(50)
(29)
At 31 December 2025
(22)
(644)
3,514
1,190
4,038
Please refer to note 2.15 for further details on the prior period restatement. ", "dimensions": { "concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-359": { "value": "
9. ORDINARY DIVIDENDS
The Company paid an interim Ordinary share dividend in respect of FY 24 of 6.3 pence per
Ordinary share on 17 February 2025 and a \ufb01nal Ordinary share dividend in respect of FY 24
of 11.5 pence per Ordinary share on 20 August 2025, making a total dividend of 17.8 pence
per Ordinary share for FY 24.
An interim Ordinary share dividend in respect of FY 25 of 7.6 pence per Ordinary share was
paid on 24 February 2026.
The Board is pleased to recommend a final dividend for FY 25 of 15.0 pence per Ordinary
share, making a total dividend of 22.6 pence per Ordinary share for FY 25. The final dividend
will be recommended to shareholders at the AGM in June 2026. The FY 25 final dividend will
have a total cash cost of \u00a37.5 million.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDividendsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-399": { "value": "0.15", "decimals": 3, "dimensions": { "concept": "ifrs-full:DividendsProposedOrDeclaredBeforeFinancialStatementsAuthorisedForIssueButNotRecognisedAsDistributionToOwnersPerShare", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:GBP/xbrli:shares" } }, "fact-400": { "value": "7500000.0", "decimals": -5, "dimensions": { "concept": "ifrs-full:DividendsProposedOrDeclaredBeforeFinancialStatementsAuthorisedForIssueButNotRecognisedAsDistributionToOwners", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:GBP" } }, "fact-360": { "value": "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 pro\ufb01t 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 pro\ufb01ts and weighted average number of shares used in the calculations are set out below:
FY 25
FY 24
Basic and Diluted EPS
Profit attributable to the Ordinary equity holders of the Group used in
calculating basic and diluted EPS (\u00a3\u2019000s)
 19,696
16,379
Basic earnings per Ordinary share (p)
41.33
34.80
Diluted earnings per Ordinary share (p)
37.18
31.64
FY 25
FY 24
Adjusted Basic and Diluted EPS
Profit attributable to the Ordinary equity holders of the Group used in
calculating adjusted basic and diluted EPS (note 3) (\u00a3\u2019000s)
 31,116
22,329
Adjusted basic earnings per Ordinary share (p)
65.30
47.44
Adjusted diluted earnings per Ordinary share (p)
58.73
43.14
FY 25
FY 24
Number
Number
Weighted average number of shares
Weighted average number of Ordinary Shares used as the denominator in
calculating non-adjusted and adjusted basic EPS
47,653,623 47,070,665
Number of dilutive shares
5,324,493
4,691,462
Weighted average number of Ordinary Shares used as the denominator in
calculating non-adjusted and adjusted diluted EPS
52,978,116 51,762,127
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-361": { "value": "
11. EMPLOYEES AND DIRECTORS
The monthly average number of persons employed by the Group during the year, analysed
by category, was as follows:
FY 25
FY 24
Group
Number
Number
Directors, management and Partners
46
38
Provision of services
516
455
Administration
78
72
640
565
The average number of persons employed and sta\ufb00 costs includes both executive and non-
executive Directors.
The aggregate payroll costs of these persons were as follows:
FY 25
FY 24
Group
\u00a3\u2019000s
\u00a3\u2019000s
Wages and salaries
64,708
49,337
Social security costs
7,444
5,522
Pension costs
1,425
1,110
Share-based payment charge
5,029
2,550
78,606
58,518
De\ufb01ned 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 \u00a31.4 million for FY 25 (FY 24: \u00a31.1 million).
Contributions amounting to \u00a30.2 million (FY 24: \u00a30.3 million) were payable to the fund as at
31 December 2025 and are included in payables.
Key management personnel include the Directors and senior managers across the Group
who together have authority and responsibility for planning, directing and controlling the
activities of the Group. The total compensation (including employers\u2019 national insurance)
paid in respect of key management personnel for services provided to the Group is as
follows:
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Aggregate emoluments including short term employee benefits
6,470
6,069
340
210
6,470
6,069
340
210
The share-based payment charge in respect of key management personnel was \u00a31.8 million
(FY 24: \u00a30.3 million).
Details of the Directors' remuneration, including salary, bonus, share option awards, pension
and other bene\ufb01ts are included in the tables within the Directors\u2019 Remuneration Report.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-401": { "value": "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\u2019 national insurance) paid in respect of key management personnel for services provided to the Group is as follows:
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Aggregate emoluments including short term employee benefits
6,470
6,069
340
210
6,470
6,069
340
210
The share-based payment charge in respect of key management personnel was \u00a31.8 million (FY 24: \u00a30.3 million). Details of the Directors' remuneration, including salary, bonus, share option awards, pension and other bene\ufb01ts are included in the tables within the Directors\u2019 Remuneration Report. Related parties, following the de\ufb01nitions 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 signi\ufb01cant in\ufb02uence over the Group. Refer to note 11 for key management personnel compensation disclosures. The Directors' Remuneration Report contains details of Board remuneration. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-402": { "value": "
12. GOODWILL AND INTANGIBLE FIXED ASSETS
Goodwill
Trademarks
Customer
Order book
Software
relationships
Total
Group
\u00a3'000s
\u00a3'000s
\u00a3'000s
\u00a3 000's
\u00a3 000's
\u00a3'000s
Cost
At 31 December 2023
93,661
7,135
5,939
1,548
433
108,716
Acquisition of business (note 13)
24,658
-
4,666
752
-
30,076
Additions
-
-
-
-
242
242
Gains from foreign exchange
1,210
-
231
49
61
1,551
At 31 December 2024
119,529
7,135
10,836
2,349
736
140,585
Measurement period adjustment
1,274
-
-
-
-
1,274
Prior period adjustment
(2,799)
-
-
-
-
(2,799)
At 31 December 2024 (restated)
118,004
7,135
10,836
2,349
736
139,060
Acquisition of business (note 13)
58,614
-
17,457
1,837
-
77,908
Additions
-
-
-
-
131
131
Losses from foreign exchange
(3,811)
-
(400)
(139)
(44)
(4,394)
At 31 December 2025
172,807
7,135
27,893
4,047
823
212,705
Amortisation
At 31 December 2023
-
(5,577)
(1,392)
(842)
-
(7,811)
Charge for the year
-
(447)
(1,117)
(708)
(116)
(2,388)
Losses from foreign exchange
-
-
(30)
(22)
-
(52)
At 31 December 2024
-
(6,024)
(2,539)
(1,572)
(116)
(10,251)
Charge for the year
-
(318)
(2,822)
(2,127)
(199)
(5,466)
Gains from foreign exchange
-
-
188
143
-
331
At 31 December 2025
-
(6,342)
(5,173)
(3,556)
(315)
(15,386)
Net book value
At 31 December 2024 (restated)
118,004
1,111
8,297
777
620
128,809
At 31 December 2025
172,807
793
22,720
491
508
197,319
The Company has no intangible assets. Goodwill Goodwill arising on the acquisition of a business in FY 25 relates to the acquisition of TRC and was calculated as the fair value of initial consideration paid less the fair value of the net identi\ufb01able assets at the date of the acquisition (see note 13). As set out in the FY 24 annual report, the contingent consideration amount recognised at 31 December 2024 for Hypothesis was estimated and pending \ufb01nalisation. During FY 25 the amount was \ufb01nalised and agreed with the sellers of Hypothesis, resulting in an adjustment to the fair value of the contingent consideration payable. As a result of this, the table above shows the corresponding measurement period adjustment to goodwill. At 31 December 2025, \u00a397.1 million of US goodwill and other intangibles recognised on acquisitions is expected to be deductible for tax purposes over the relevant remaining tax period (15 years from the date of the acquisition). Goodwill arising on the acquisition of a business in FY 24 relates to the acquisition of Hypothesis. Please refer to note 2.15 for further details on the prior period restatement. Goodwill impairment review The breakdown of goodwill by cash-generating unit (CGU) is listed below:
FY 25
FY 24 (restated)
\u00a3\u2019000s
\u00a3\u2019000s
Consulting
142,493
86,603
Elixirr Digital Limited
2,856
2,856
Elixirr Digital Inc. and Elixirr AI Inc.
27,458
28,545
172,807
118,004
The Consulting CGU comprises goodwill and other assets of Elixirr Consulting Limited, The Retearn Group Limited, Insigniam LLC, Insigniam SAS, Hypothesis and the acquisition of TRC in FY 25 (refer note 13). The Elixirr Digital Limited CGU comprises goodwill and other assets of Elixirr Digital Limited (formerly Coast Digital Limited). The Elixirr Digital Inc. and Elixirr AI Inc. CGU comprises goodwill and other assets of Elixirr Digital Inc. (formerly iOLAP) and Elixirr AI Inc. (formerly Responsum). Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measured at fair value less accumulated impairment losses. Any impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently reversed. Key assumptions used in value in use calculation The key assumptions for the value in use calculation are those regarding: \u2022 number of years of cash \ufb02ows used and budgeted EBITDA growth rate; \u2022 discount rate; and \u2022 terminal growth rate. \u2022 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 speci\ufb01c cash \ufb02ow projections over a \ufb01ve-year period and a terminal growth rate thereafter. The budget for the following \ufb01nancial year forms the basis for the cash \ufb02ow projections for a CGU. The cash\ufb02ow projections for the four years subsequent to the budget year re\ufb02ect the Directors\u2019 expectations based on market knowledge, numbers of new engagements and the pipeline of opportunities. Discount rate The Group\u2019s post-tax weighted average cost of capital has been used to calculate a discount rate of 12% (FY 24: 12%) for the Group and Consulting, 12% (FY 24: 12%) for Elixirr Digital Inc. and Elixirr AI Inc. and 13% (FY 24: 13%) for Elixirr Digital Limited. This re\ufb02ects current market assessments of the time value of money for the period under review and the risks speci\ufb01c to the Group and relevant cash generating unit. Terminal growth rate An appropriate terminal growth rate is selected, based on the Directors\u2019 expectations of growth beyond the five-year period. The terminal growth rate used is 2% (FY 24: 2%). Sensitivity to changes in assumptions With regard to the value in use assumptions, the Directors believe that reasonably possible changes in any of the above key assumptions would not cause the carrying value of the unit to exceed its recoverable amount. In forming this view, the Directors have considered the following:
Consulting
Elixirr Digital Limited
Elixirr Digital Inc. and Elixirr
AI Inc.
FY 25
FY 24
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
On current cash flow
projections, the discount
rate would need to
exceed the % alongside
38.2%
29.0%
93.4%
92.4%
35.7%
26.3%
for there to be any
impairment; and
In the case of no increase
in future cash flows above
those projected for the
following year, the
discount rate would have
to exceed the % alongside
31.7% 25.0% 83.9% 88.4% 31.3% 22.2%
for there to be any
impairment.
Customer relationships FY 25 additions represent the fair value of customer relationships from the acquisition of TRC. Refer note 13 for further details. The fair value has been determined by applying the Multi-Period Excess Earnings method to the cash \ufb02ows 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 \ufb02ows. The projected cash \ufb02ows have been discounted over this period. The amortisation charge since acquisition is recognised within administrative expenses. FY 24 additions represent the fair value of customer relationships from the acquisition of Hypothesis. Order Book FY 25 additions represent the fair value of the order book from the acquisition of TRC. Refer note 13 for further details. The fair value has been determined by applying the Multi-Period Excess Earnings method to the cash \ufb02ows earned from the order book. The key management assumptions relate to forecast margins and discount factors. A useful economic life of 1 year has been deemed appropriate based on the relevant contractual period. The amortisation charge is recognised within administrative expenses. FY 24 additions represent the fair value of the order book from the acquisition of Hypothesis. ", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-362": { "value": "12. GOODWILL AND INTANGIBLE FIXED ASSETS
Goodwill
Trademarks
Customer
Order book
Software
relationships
Total
Group
\u00a3'000s
\u00a3'000s
\u00a3'000s
\u00a3 000's
\u00a3 000's
\u00a3'000s
Cost
At 31 December 2023
93,661
7,135
5,939
1,548
433
108,716
Acquisition of business (note 13)
24,658
-
4,666
752
-
30,076
Additions
-
-
-
-
242
242
Gains from foreign exchange
1,210
-
231
49
61
1,551
At 31 December 2024
119,529
7,135
10,836
2,349
736
140,585
Measurement period adjustment
1,274
-
-
-
-
1,274
Prior period adjustment
(2,799)
-
-
-
-
(2,799)
At 31 December 2024 (restated)
118,004
7,135
10,836
2,349
736
139,060
Acquisition of business (note 13)
58,614
-
17,457
1,837
-
77,908
Additions
-
-
-
-
131
131
Losses from foreign exchange
(3,811)
-
(400)
(139)
(44)
(4,394)
At 31 December 2025
172,807
7,135
27,893
4,047
823
212,705
Amortisation
At 31 December 2023
-
(5,577)
(1,392)
(842)
-
(7,811)
Charge for the year
-
(447)
(1,117)
(708)
(116)
(2,388)
Losses from foreign exchange
-
-
(30)
(22)
-
(52)
At 31 December 2024
-
(6,024)
(2,539)
(1,572)
(116)
(10,251)
Charge for the year
-
(318)
(2,822)
(2,127)
(199)
(5,466)
Gains from foreign exchange
-
-
188
143
-
331
At 31 December 2025
-
(6,342)
(5,173)
(3,556)
(315)
(15,386)
Net book value
At 31 December 2024 (restated)
118,004
1,111
8,297
777
620
128,809
At 31 December 2025
172,807
793
22,720
491
508
197,319
The Company has no intangible assets.
Goodwill
Goodwill arising on the acquisition of a business in FY 25 relates to the acquisition of TRC
and was calculated as the fair value of initial consideration paid less the fair value of the net
identi\ufb01able assets at the date of the acquisition (see note 13).
As set out in the FY 24 annual report, the contingent consideration amount recognised at 31
December 2024 for Hypothesis was estimated and pending \ufb01nalisation. During FY 25 the
amount was \ufb01nalised and agreed with the sellers of Hypothesis, resulting in an adjustment
to the fair value of the contingent consideration payable. As a result of this, the table above
shows the corresponding measurement period adjustment to goodwill.
At 31 December 2025, \u00a397.1 million of US goodwill and other intangibles recognised on
acquisitions is expected to be deductible for tax purposes over the relevant remaining tax
period (15 years from the date of the acquisition).
Goodwill arising on the acquisition of a business in FY 24 relates to the acquisition of
Hypothesis.
Please refer to note 2.15 for further details on the prior period restatement.
Goodwill impairment review
The breakdown of goodwill by cash-generating unit (CGU) is listed below:
FY 25
FY 24 (restated)
\u00a3\u2019000s
\u00a3\u2019000s
Consulting
142,493
86,603
Elixirr Digital Limited
2,856
2,856
Elixirr Digital Inc. and Elixirr AI Inc.
27,458
28,545
172,807
118,004
The Consulting CGU comprises goodwill and other assets of Elixirr Consulting Limited, The
Retearn Group Limited, Insigniam LLC, Insigniam SAS, Hypothesis and the acquisition of TRC
in FY 25 (refer note 13). The Elixirr Digital Limited CGU comprises goodwill and other assets
of Elixirr Digital Limited (formerly Coast Digital Limited). The Elixirr Digital Inc. and Elixirr AI
Inc. CGU comprises goodwill and other assets of Elixirr Digital Inc. (formerly iOLAP) and
Elixirr AI Inc. (formerly Responsum).
Following initial recognition, goodwill is subject to impairment reviews, at least annually, and
measured at fair value less accumulated impairment losses. Any impairment is recognised
immediately in the consolidated statement of comprehensive income and is not
subsequently reversed.
Key assumptions used in value in use calculation
The key assumptions for the value in use calculation are those regarding:
\u2022 number of years of cash \ufb02ows used and budgeted EBITDA growth rate;
\u2022 discount rate; and
\u2022 terminal growth rate.
\u2022 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 speci\ufb01c cash
\ufb02ow projections over a \ufb01ve-year period and a terminal growth rate thereafter.
The budget for the following \ufb01nancial year forms the basis for the cash \ufb02ow projections for a
CGU. The cash\ufb02ow projections for the four years subsequent to the budget year re\ufb02ect the
Directors\u2019 expectations based on market knowledge, numbers of new engagements and the
pipeline of opportunities.
Discount rate
The Group\u2019s post-tax weighted average cost of capital has been used to calculate a discount
rate of 12% (FY 24: 12%) for the Group and Consulting, 12% (FY 24: 12%) for Elixirr Digital
Inc. and Elixirr AI Inc. and 13% (FY 24: 13%) for Elixirr Digital Limited. This re\ufb02ects current
market assessments of the time value of money for the period under review and the risks
speci\ufb01c to the Group and relevant cash generating unit.
Terminal growth rate
An appropriate terminal growth rate is selected, based on the Directors\u2019 expectations of
growth beyond the five-year period. The terminal growth rate used is 2% (FY 24: 2%).
Sensitivity to changes in assumptions
With regard to the value in use assumptions, the Directors believe that reasonably possible
changes in any of the above key assumptions would not cause the carrying value of the unit
to exceed its recoverable amount. In forming this view, the Directors have considered the
following:
Consulting
Elixirr Digital Limited
Elixirr Digital Inc. and Elixirr
AI Inc.
FY 25
FY 24
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
On current cash flow
projections, the discount
rate would need to
exceed the % alongside
38.2%
29.0%
93.4%
92.4%
35.7%
26.3%
for there to be any
impairment; and
In the case of no increase
in future cash flows above
those projected for the
following year, the
discount rate would have
to exceed the % alongside
31.7% 25.0% 83.9% 88.4% 31.3% 22.2%
for there to be any
impairment.
Customer relationships
FY 25 additions represent the fair value of customer relationships from the acquisition of TRC. Refer note 13 for further details. The fair value has been determined by applying the Multi-Period Excess Earnings method to the cash \ufb02ows 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 \ufb02ows. The projected cash \ufb02ows have been discounted over this period. The amortisation charge since acquisition is recognised within administrative expenses. FY 24 additions represent the fair value of customer relationships from the acquisition of Hypothesis. Order Book FY 25 additions represent the fair value of the order book from the acquisition of TRC. Refer note 13 for further details. The fair value has been determined by applying the Multi-Period Excess Earnings method to the cash \ufb02ows earned from the order book. The key management assumptions relate to forecast margins and discount factors. A useful economic life of 1 year has been deemed appropriate based on the relevant contractual period. The amortisation charge is recognised within administrative expenses. FY 24 additions represent the fair value of the order book from the acquisition of Hypothesis. ", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-421": { "value": "12. GOODWILL AND INTANGIBLE FIXED ASSETS
Goodwill
Trademarks
Customer
Order book
Software
relationships
Total
Group
\u00a3'000s
\u00a3'000s
\u00a3'000s
\u00a3 000's
\u00a3 000's
\u00a3'000s
Cost
At 31 December 2023
93,661
7,135
5,939
1,548
433
108,716
Acquisition of business (note 13)
24,658
-
4,666
752
-
30,076
Additions
-
-
-
-
242
242
Gains from foreign exchange
1,210
-
231
49
61
1,551
At 31 December 2024
119,529
7,135
10,836
2,349
736
140,585
Measurement period adjustment
1,274
-
-
-
-
1,274
Prior period adjustment
(2,799)
-
-
-
-
(2,799)
At 31 December 2024 (restated)
118,004
7,135
10,836
2,349
736
139,060
Acquisition of business (note 13)
58,614
-
17,457
1,837
-
77,908
Additions
-
-
-
-
131
131
Losses from foreign exchange
(3,811)
-
(400)
(139)
(44)
(4,394)
At 31 December 2025
172,807
7,135
27,893
4,047
823
212,705
Amortisation
At 31 December 2023
-
(5,577)
(1,392)
(842)
-
(7,811)
Charge for the year
-
(447)
(1,117)
(708)
(116)
(2,388)
Losses from foreign exchange
-
-
(30)
(22)
-
(52)
At 31 December 2024
-
(6,024)
(2,539)
(1,572)
(116)
(10,251)
Charge for the year
-
(318)
(2,822)
(2,127)
(199)
(5,466)
Gains from foreign exchange
-
-
188
143
-
331
At 31 December 2025
-
(6,342)
(5,173)
(3,556)
(315)
(15,386)
Net book value
At 31 December 2024 (restated)
118,004
1,111
8,297
777
620
128,809
At 31 December 2025
172,807
793
22,720
491
508
197,319
The Company has no intangible assets. Goodwill Goodwill arising on the acquisition of a business in FY 25 relates to the acquisition of TRC and was calculated as the fair value of initial consideration paid less the fair value of the net identi\ufb01able assets at the date of the acquisition (see note 13). As set out in the FY 24 annual report, the contingent consideration amount recognised at 31 December 2024 for Hypothesis was estimated and pending \ufb01nalisation. During FY 25 the amount was \ufb01nalised and agreed with the sellers of Hypothesis, resulting in an adjustment to the fair value of the contingent consideration payable. As a result of this, the table above shows the corresponding measurement period adjustment to goodwill. At 31 December 2025, \u00a397.1 million of US goodwill and other intangibles recognised on acquisitions is expected to be deductible for tax purposes over the relevant remaining tax period (15 years from the date of the acquisition). Goodwill arising on the acquisition of a business in FY 24 relates to the acquisition of Hypothesis. Please refer to note 2.15 for further details on the prior period restatement. Goodwill impairment review The breakdown of goodwill by cash-generating unit (CGU) is listed below:
FY 25
FY 24 (restated)
\u00a3\u2019000s
\u00a3\u2019000s
Consulting
142,493
86,603
Elixirr Digital Limited
2,856
2,856
Elixirr Digital Inc. and Elixirr AI Inc.
27,458
28,545
172,807
118,004
The Consulting CGU comprises goodwill and other assets of Elixirr Consulting Limited, The Retearn Group Limited, Insigniam LLC, Insigniam SAS, Hypothesis and the acquisition of TRC in FY 25 (refer note 13). The Elixirr Digital Limited CGU comprises goodwill and other assets of Elixirr Digital Limited (formerly Coast Digital Limited). The Elixirr Digital Inc. and Elixirr AI Inc. CGU comprises goodwill and other assets of Elixirr Digital Inc. (formerly iOLAP) and Elixirr AI Inc. (formerly Responsum). Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measured at fair value less accumulated impairment losses. Any impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently reversed. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGoodwillExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-434": { "value": "Goodwill impairment review The breakdown of goodwill by cash-generating unit (CGU) is listed below:
FY 25
FY 24 (restated)
\u00a3\u2019000s
\u00a3\u2019000s
Consulting
142,493
86,603
Elixirr Digital Limited
2,856
2,856
Elixirr Digital Inc. and Elixirr AI Inc.
27,458
28,545
172,807
118,004
The Consulting CGU comprises goodwill and other assets of Elixirr Consulting Limited, The Retearn Group Limited, Insigniam LLC, Insigniam SAS, Hypothesis and the acquisition of TRC in FY 25 (refer note 13). The Elixirr Digital Limited CGU comprises goodwill and other assets of Elixirr Digital Limited (formerly Coast Digital Limited). The Elixirr Digital Inc. and Elixirr AI Inc. CGU comprises goodwill and other assets of Elixirr Digital Inc. (formerly iOLAP) and Elixirr AI Inc. (formerly Responsum). Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measured at fair value less accumulated impairment losses. Any impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently reversed. ", "dimensions": { "concept": "ifrs-full:DisclosureOfImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-363": { "value": "
13. BUSINESS COMBINATIONS
On 19 September 2025, the Group, acquired all of the issued and outstanding membership
interests of TRC, a US-based consultancy specialising in growth strategy, commercial
e\ufb00ectiveness and value acceleration. The acquisition \ufb01ts with Elixirr's strategy to evolve its
capabilities, widen its industry diversi\ufb01cation and grow its international presence,
particularly within the US, as Elixirr continues to disrupt the traditional consulting model and
deliver innovative solutions for its clients globally.
The Group acquired TRC for estimated equity value consideration of \u00a389.1 million (US$121.6
million). The consideration consists of:
\u2022 Initial cash consideration of \u00a330.1 million (US$41.1 million);
\u2022 Initial share consideration of \u00a311.7 million (US$16.0 million) settled through the issue of
1,428,526 Ordinary Shares at a price of \u00a38.20 per share;
\u2022 Contingent consideration of up to \u00a347.3 million (US$64.6 million), comprised of:
\u2022 A post-completion contingent top-up payment of \u00a320.9 million (US$28.6 million),
to be determined by 30 April 2026 and based on the achievement of agreed FY
25 Adjusted EBITDA performance targets for TRC, will be payable as \u00a315.1 million
(US$20.6 million) in cash and \u00a35.9 million (US$8.0 million) to be satis\ufb01ed by the
allotment and issue of further new Ordinary Shares at the higher of market price
and \u00a37.20 per share.
\u2022 A further contingent performance-based payment of up to \u00a326.4 million
(US$36.0 million), payable over three years (FY 26, FY 27 and FY 28) in three
instalments, at the Group's discretion, either in cash or through the allotment
and issue of further new Ordinary Shares at the higher of market price and \u00a37.20
per share.
Of the \u00a330.1 million (US$41.1 million) initial cash consideration, \u00a329.3 million (US$40.0
million) was paid to the selling shareholder free of restrictions with \u00a30.8 million (US$1.1
million) held back for warranties under the sale and purchase agreement.
The total fair value of the contingent consideration payable recognised in these accounts at
31 December 2025 is \u00a339.4 million (US$53.2 million). This amount represents the Group's
current expectation of the contingent consideration payable. As at 31 December 2025, a
\u00a339.4 million liability is recorded, with \u00a321.2 million recorded as a current liability and \u00a318.2
million recorded as a non-current liability.
The contingent consideration liabilities are classi\ufb01ed as Level 3 within the IFRS 13 fair value
hierarchy as the valuation incorporates signi\ufb01cant unobservable inputs. The fair value has
been determined using probability-weighted forecast scenarios for the acquired business,
with expected earn-out payments discounted to present value. Signi\ufb01cant unobservable
inputs include forecast EBITDA and revenue growth assumptions over the earn-out period
and the discount rate applied.
The key quantitative inputs used in the valuation were forecast revenue growth of 5%\u201325%,
forecast EBITDA of US$17.4\u2013US$33.4 million, probability weightings applied to forecast
scenarios of 25%\u201350%, and a discount rate re\ufb02ecting cost of debt of 5.9%. A 15% increase in
forecast EBITDA for TRC's earn-out years would increase the fair value of contingent
consideration by US$2.9 million.
The new Ordinary Shares issued are subject to one-year lock-in arrangements and
limitations on the Ordinary Shares that each seller can sell in each of the following three
years under nominee agreements.
The di\ufb00erence between the fair value of the purchase consideration of \u00a380.4 million and the
fair value of the identi\ufb01able assets acquired and liabilities assumed of \u00a321.8 million was
recognised as goodwill of \u00a358.6 million. The goodwill is attributable to the company's
workforce and working methodologies and is deductible over 15 years for tax purposes.
Included within M&A-related items is an amount of \u00a30.8 million for legal and advisory fees in
relation to the acquisition.
TRC contributed \u00a38.5 million to the Group's revenue and \u00a31.7 million to the Group's pro\ufb01t
before tax for the period from the date of acquisition to 31 December 2025.
If the acquisition of TRC had been completed on 1 January 2025, Group revenues for the
year ended 31 December 2025 would have been \u00a3168.8 million and Group pro\ufb01t before tax
would have been \u00a336.5 million.
In calculating the goodwill arising, the fair value of the net assets of TRC have been assessed,
and fair value adjustments were required for the recognition of customer relationship and
order book intangibles and the related deferred tax.
Customer relationships and order book intangibles were assessed to be separately
identi\ufb01able assets, recognised at fair value and are included within intangible assets below.
Refer note 12 for further details.
The fair value of trade and other receivables approximates carrying value and there is no
material di\ufb00erence between fair value and the gross contractual amounts at the acquisition
date.
The table below sets out the amounts recognised as of the acquisition date for each major
class of assets acquired and liabilities assumed, the consideration and goodwill on the
acquisition of TRC:
Fair value
\u00a3\u2019000s
Assets
Non-current assets
Intangible assets
19,294
Property, plant and equipment
47
Other receivables
17
Total non-current assets
19,358
Current assets
Trade and other receivables
5,253
Cash and cash equivalents
104
Total current assets
5,357
Total assets
24,715
Liabilities
Current liabilities
Trade and other payables
2,900
Total current liabilities
2,900
Total liabilities
2,900
Fair value of net assets acquired
21,815
Goodwill (note 12)
58,614
Fair value of purchase consideration
80,429
Cash and cash equivalents in subsidiary acquired
104
", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-364": { "value": "
14. PROPERTY, PLANT AND EQUIPMENT
Right of use
Furniture and
Leasehold
Computer
asset Fittings Improvements Equipment Total
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Cost
At 31 December 2023
8,149
280
671
388
9,488
Acquisition of business (note 13)
589
-
-
-
589
Additions
115
16
-
68
199
Losses from foreign exchange
(12)
-
(5)
-
(17)
At 31 December 2024
8,841
296
666
456
10,259
Acquisition of business (note 13)
274
72
-
91
437
Additions
617
20
-
53
690
Gains/(losses) from foreign exchange
(47)
(3)
(4)
10
(44)
At 31 December 2025
9,685
385
662
610
11,342
Depreciation
At 31 December 2023
(3,058)
(136)
(409)
(273)
(3,876)
Charge for the year
(1,216)
(71)
(101)
(97)
(1,485)
Gains/(losses) from foreign exchange
13
(1)
7
10
29
At 31 December 2024
(4,261)
(208)
(503)
(360)
(5,332)
Charge for the year
(1,478)
(83)
(71)
(81)
(1,713)
Gains/(losses) from foreign exchange
38
(53)
3
(71)
(83)
At 31 December 2025
(5,701)
(344)
(571)
(512)
(7,128)
Net book value
At 31 December 2024
4,580
88
163
96
4,927
At 31 December 2025
3,984
41
91
98
4,214
The Company has no property, plant and equipment.
The lease liability in respect of the right-of-use asset was \u00a34.4 million (FY 24: \u00a34.9 million)
and relates to property leases.
", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-365": { "value": "
15. INVESTMENTS
Group companies
Company
\u00a3\u2019000s
Cost/carrying value
At 31 December 2023
95,287
Capitalisation of subsidiary
20,009
Group companies share-based payments
2,021
At 31 December 2024
117,317
Capitalisation of subsidiary
25,067
Group companies share-based payments
2,708
At 31 December 2025
145,092
The increase in the cost of investments in subsidiaries during the year includes \u00a325.1 million
relating to the capitalisation of a subsidiary arising from the acquisition of TRC. The
acquisition was initially made by Elixirr International plc. Following completion, Elixirr
International plc transferred its shareholding in TRC to Elixirr Inc. In consideration for the
transfer, Elixirr Inc. issued shares to Elixirr International plc and recognised an intercompany
loan payable to Elixirr International plc. The \u00a325.1 million recognised as a capitalisation of
subsidiary represents the value of the shares issued by Elixirr Inc. in connection with this
transaction.
The Group has no investments.
The Company has the following subsidiary undertakings at the year-end:
Subsidiary undertakings
Country of
Principal
Registered office
FY 25
FY 24
incorporation activity
Elixirr Consulting Limited
England and
Consultancy
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
Elix-IRR Consulting Services
England and
Services to the
12 Helmet Row, London,
100%
100%
(South Africa) Limited Wales Group EC1V 3QJ
(indirect)
Elixirr, LLC (indirect)
United States
Consultancy
2711
Centerville Road, Suite
100%
100%
400, Wilmington, DE 19808
Den Creative Limited
England and
Dormant
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
Elixirr Services Limited
England and
Dormant
12 Helmet Row, London,
100%
100%
(indirect) Wales EC1V 3QJ
Elixirr Digital Limited
England and
Consultancy
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
The Retearn Group Limited
England and
Consultancy
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
Elixirr Consulting (Jersey)
Jersey
Consultancy
3rd Floor, 44 Esplanade, St
100%
100%
Limited Helier, JE4 9WG
Elixirr Inc.
United States
Holding
2600
Network Blvd Suite 570
100%
100%
Company Frisco, TX 75034
Elixirr Digital Inc. (indirect)
United States
Consultancy
2600
Network Blvd Suite 570
100%
100%
Frisco, TX 75034
Elixirr Digital d.o.o. (indirect)
Croatia
Consultancy
Prolaz Marije Krucifikse
100%
100%
Kozuli\u0107 1, 51000,
Rijeka
Elixirr GmbH *
Germany
Dormant
Ronsbachweg 6, 36093,
100%
100%
Kuenzell
Elixirr AI Inc. (indirect)
United States
Consultancy
2600
Network Blvd Suite 570
100%
100%
Frisco, TX 75034
Insigniam, LLC (indirect)
United States
Consultancy
301
Woodbine Ave,
100%
100%
Narberth, PA 19072
Insigniam SAS
France
Consultancy
36 Rue De Ponthieu, 75008,
100%
100%
Paris 8
Hypothesis Group, LLC
United States
Consultancy
811
West 7th Street, Suite
100%
100%
(indirect) 600, Los Angeles, CA 90017
TRC Advisory, LLC (indirect)
United States
Consultancy
2215
York Rd, Suite 504 Oak
100%
-
Brook, IL 60523
* Elixirr GmbH is in the process of being liquidated.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-403": { "value": "15. INVESTMENTS
Group companies
Company
\u00a3\u2019000s
Cost/carrying value
At 31 December 2023
95,287
Capitalisation of subsidiary
20,009
Group companies share-based payments
2,021
At 31 December 2024
117,317
Capitalisation of subsidiary
25,067
Group companies share-based payments
2,708
At 31 December 2025
145,092
The increase in the cost of investments in subsidiaries during the year includes \u00a325.1 million relating to the capitalisation of a subsidiary arising from the acquisition of TRC. The acquisition was initially made by Elixirr International plc. Following completion, Elixirr International plc transferred its shareholding in TRC to Elixirr Inc. In consideration for the transfer, Elixirr Inc. issued shares to Elixirr International plc and recognised an intercompany loan payable to Elixirr International plc. The \u00a325.1 million recognised as a capitalisation of subsidiary represents the value of the shares issued by Elixirr Inc. in connection with this transaction. The Group has no investments. The Company has the following subsidiary undertakings at the year-end:
Subsidiary undertakings
Country of
Principal
Registered office
FY 25
FY 24
incorporation activity
Elixirr Consulting Limited
England and
Consultancy
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
Elix-IRR Consulting Services
England and
Services to the
12 Helmet Row, London,
100%
100%
(South Africa) Limited Wales Group EC1V 3QJ
(indirect)
Elixirr, LLC (indirect)
United States
Consultancy
2711
Centerville Road, Suite
100%
100%
400, Wilmington, DE 19808
Den Creative Limited
England and
Dormant
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
Elixirr Services Limited
England and
Dormant
12 Helmet Row, London,
100%
100%
(indirect) Wales EC1V 3QJ
Elixirr Digital Limited
England and
Consultancy
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
The Retearn Group Limited
England and
Consultancy
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
Elixirr Consulting (Jersey)
Jersey
Consultancy
3rd Floor, 44 Esplanade, St
100%
100%
Limited Helier, JE4 9WG
Elixirr Inc.
United States
Holding
2600
Network Blvd Suite 570
100%
100%
Company Frisco, TX 75034
Elixirr Digital Inc. (indirect)
United States
Consultancy
2600
Network Blvd Suite 570
100%
100%
Frisco, TX 75034
Elixirr Digital d.o.o. (indirect)
Croatia
Consultancy
Prolaz Marije Krucifikse
100%
100%
Kozuli\u0107 1, 51000,
Rijeka
Elixirr GmbH *
Germany
Dormant
Ronsbachweg 6, 36093,
100%
100%
Kuenzell
Elixirr AI Inc. (indirect)
United States
Consultancy
2600
Network Blvd Suite 570
100%
100%
Frisco, TX 75034
Insigniam, LLC (indirect)
United States
Consultancy
301
Woodbine Ave,
100%
100%
Narberth, PA 19072
Insigniam SAS
France
Consultancy
36 Rue De Ponthieu, 75008,
100%
100%
Paris 8
Hypothesis Group, LLC
United States
Consultancy
811
West 7th Street, Suite
100%
100%
(indirect) 600, Los Angeles, CA 90017
TRC Advisory, LLC (indirect)
United States
Consultancy
2215
York Rd, Suite 504 Oak
100%
-
Brook, IL 60523
* Elixirr GmbH is in the process of being liquidated.", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-422": { "value": "15. INVESTMENTS
Group companies
Company
\u00a3\u2019000s
Cost/carrying value
At 31 December 2023
95,287
Capitalisation of subsidiary
20,009
Group companies share-based payments
2,021
At 31 December 2024
117,317
Capitalisation of subsidiary
25,067
Group companies share-based payments
2,708
At 31 December 2025
145,092
The increase in the cost of investments in subsidiaries during the year includes \u00a325.1 million relating to the capitalisation of a subsidiary arising from the acquisition of TRC. The acquisition was initially made by Elixirr International plc. Following completion, Elixirr International plc transferred its shareholding in TRC to Elixirr Inc. In consideration for the transfer, Elixirr Inc. issued shares to Elixirr International plc and recognised an intercompany loan payable to Elixirr International plc. The \u00a325.1 million recognised as a capitalisation of subsidiary represents the value of the shares issued by Elixirr Inc. in connection with this transaction. The Group has no investments. The Company has the following subsidiary undertakings at the year-end:
Subsidiary undertakings
Country of
Principal
Registered office
FY 25
FY 24
incorporation activity
Elixirr Consulting Limited
England and
Consultancy
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
Elix-IRR Consulting Services
England and
Services to the
12 Helmet Row, London,
100%
100%
(South Africa) Limited Wales Group EC1V 3QJ
(indirect)
Elixirr, LLC (indirect)
United States
Consultancy
2711
Centerville Road, Suite
100%
100%
400, Wilmington, DE 19808
Den Creative Limited
England and
Dormant
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
Elixirr Services Limited
England and
Dormant
12 Helmet Row, London,
100%
100%
(indirect) Wales EC1V 3QJ
Elixirr Digital Limited
England and
Consultancy
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
The Retearn Group Limited
England and
Consultancy
12 Helmet Row, London,
100%
100%
Wales EC1V 3QJ
Elixirr Consulting (Jersey)
Jersey
Consultancy
3rd Floor, 44 Esplanade, St
100%
100%
Limited Helier, JE4 9WG
Elixirr Inc.
United States
Holding
2600
Network Blvd Suite 570
100%
100%
Company Frisco, TX 75034
Elixirr Digital Inc. (indirect)
United States
Consultancy
2600
Network Blvd Suite 570
100%
100%
Frisco, TX 75034
Elixirr Digital d.o.o. (indirect)
Croatia
Consultancy
Prolaz Marije Krucifikse
100%
100%
Kozuli\u0107 1, 51000,
Rijeka
Elixirr GmbH *
Germany
Dormant
Ronsbachweg 6, 36093,
100%
100%
Kuenzell
Elixirr AI Inc. (indirect)
United States
Consultancy
2600
Network Blvd Suite 570
100%
100%
Frisco, TX 75034
Insigniam, LLC (indirect)
United States
Consultancy
301
Woodbine Ave,
100%
100%
Narberth, PA 19072
Insigniam SAS
France
Consultancy
36 Rue De Ponthieu, 75008,
100%
100%
Paris 8
Hypothesis Group, LLC
United States
Consultancy
811
West 7th Street, Suite
100%
100%
(indirect) 600, Los Angeles, CA 90017
TRC Advisory, LLC (indirect)
United States
Consultancy
2215
York Rd, Suite 504 Oak
100%
-
Brook, IL 60523
* Elixirr GmbH is in the process of being liquidated.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestsInOtherEntitiesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-366": { "value": "
16. RECEIVABLES
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Non-current assets
Loans to shareholders
8,566
7,399
8,566
7,399
Other receivables
3,701
3,023
3,129
2,469
12,267
10,422
11,695
9,868
Current assets
Trade receivables
23,408
15,665
-
-
Less: allowance for doubtful debts
-
(42)
-
-
Trade receivables - net
23,408
15,623
-
-
Prepayments and deposits
2,552
1,939
960
777
Contract assets
804
804
-
-
Amounts owed by group companies
-
-
43,107
Other receivables
46
19
1
5
26,810
18,385
44,068
782
Loans to shareholders represent amounts owed to the Company by shareholders, who are
senior employees of the Group. The loans to shareholders are interest-free and expected to
be repaid beyond one year. Non-current other receivables include property deposits and
section 455 tax receivable.
As at 31 December 2025, the Company is owed \u00a343.1 million from Elixirr Inc. Trade
receivables are non-interest bearing and receivable under normal commercial terms.
Management considers that the carrying value of trade and other receivables approximates
to their fair value. The carrying value of non-current other receivables and loans to
shareholders is considered to be a reasonable approximation of their fair value, but has not
been discounted to present value.
The expected credit loss on trade and other receivables was not material at the current or
prior year ends. For analysis of the maximum exposure to credit risk, please refer to note 25.
The ageing of trade receivables of the Group as at 31 December 2025:
Gross carrying amount
Loss allowance
Net carrying amount
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
< 31 days
18,281
-
18,281
31-60 days
2,723
-
2,723
61-90 days
2,044
-
2,044
91-120 days
75
-
75
121+ days
285
-
285
At 31 December 2025
23,408
-
23,408
The ageing of trade receivables of the Group as at 31 December 2024:
Gross carrying amount
Loss allowance
Net carrying amount
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
< 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
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-404": { "value": "
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Non-current assets
Loans to shareholders
8,566
7,399
8,566
7,399
Other receivables
3,701
3,023
3,129
2,469
12,267
10,422
11,695
9,868
Current assets
Trade receivables
23,408
15,665
-
-
Less: allowance for doubtful debts
-
(42)
-
-
Trade receivables - net
23,408
15,623
-
-
Prepayments and deposits
2,552
1,939
960
777
Contract assets
804
804
-
-
Amounts owed by group companies
-
-
43,107
Other receivables
46
19
1
5
26,810
18,385
44,068
782
Loans to shareholders represent amounts owed to the Company by shareholders, who are senior employees of the Group. The loans to shareholders are interest-free and expected to be repaid beyond one year. Non-current other receivables include property deposits and section 455 tax receivable. As at 31 December 2025, the Company is owed \u00a343.1 million from Elixirr Inc. Trade receivables are non-interest bearing and receivable under normal commercial terms. Management considers that the carrying value of trade and other receivables approximates to their fair value. The carrying value of non-current other receivables and loans to shareholders is considered to be a reasonable approximation of their fair value, but has not been discounted to present value.", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherCurrentAssetsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-423": { "value": "
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Non-current assets
Loans to shareholders
8,566
7,399
8,566
7,399
Other receivables
3,701
3,023
3,129
2,469
12,267
10,422
11,695
9,868
Current assets
Trade receivables
23,408
15,665
-
-
Less: allowance for doubtful debts
-
(42)
-
-
Trade receivables - net
23,408
15,623
-
-
Prepayments and deposits
2,552
1,939
960
777
Contract assets
804
804
-
-
Amounts owed by group companies
-
-
43,107
Other receivables
46
19
1
5
26,810
18,385
44,068
782
Loans to shareholders represent amounts owed to the Company by shareholders, who are senior employees of the Group. The loans to shareholders are interest-free and expected to be repaid beyond one year. Non-current other receivables include property deposits and section 455 tax receivable. As at 31 December 2025, the Company is owed \u00a343.1 million from Elixirr Inc. Trade receivables are non-interest bearing and receivable under normal commercial terms. Management considers that the carrying value of trade and other receivables approximates to their fair value. The carrying value of non-current other receivables and loans to shareholders is considered to be a reasonable approximation of their fair value, but has not been discounted to present value. ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherNoncurrentAssetsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-435": { "value": "
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Non-current assets
Loans to shareholders
8,566
7,399
8,566
7,399
Other receivables
3,701
3,023
3,129
2,469
12,267
10,422
11,695
9,868
Current assets
Trade receivables
23,408
15,665
-
-
Less: allowance for doubtful debts
-
(42)
-
-
Trade receivables - net
23,408
15,623
-
-
Prepayments and deposits
2,552
1,939
960
777
Contract assets
804
804
-
-
Amounts owed by group companies
-
-
43,107
Other receivables
46
19
1
5
26,810
18,385
44,068
782
", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-405": { "value": "The expected credit loss on trade and other receivables was not material at the current or prior year ends. For analysis of the maximum exposure to credit risk, please refer to note 25. The ageing of trade receivables of the Group as at 31 December 2025:
Gross carrying amount
Loss allowance
Net carrying amount
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
< 31 days
18,281
-
18,281
31-60 days
2,723
-
2,723
61-90 days
2,044
-
2,044
91-120 days
75
-
75
121+ days
285
-
285
At 31 December 2025
23,408
-
23,408
The ageing of trade receivables of the Group as at 31 December 2024:
Gross carrying amount
Loss allowance
Net carrying amount
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
< 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
", "dimensions": { "concept": "ifrs-full:DisclosureOfAllowanceForCreditLossesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-367": { "value": "
17. CASH AND CASH EQUIVALENTS
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Cash at bank and in hand
5,054
7,527
157
1,837
5,054
7,527
157
1,837
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-368": { "value": "
18. TRADE AND OTHER PAYABLES
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Trade payables
2,338
2,293
145
136
Other taxes and social security costs
1,933
1,590
-
(86)
Accruals
20,383
14,536
290
233
Contract liabilities
5,046
6,369
-
-
Other payables
616
887
15
-
Amounts owed to group companies
-
-
16,461
13,204
30,316
25,675
16,911
13,487
As at 31 December 2025, the Company owed \u00a312.8 million (FY 24: \u00a313.2 million) to Elixirr
Consulting Limited, \u00a31.8 million to Elixirr Digital Limited, \u00a31.2 million to Elixirr Consulting
(Jersey) Limited and \u00a30.6m to The Retearn Group Ltd.
The fair value of trade and other payables approximates to book value at the period end.
Trade payables are non-interest bearing and are normally settled monthly.
Trade payables comprise amounts outstanding for trade purchases and ongoing costs.
Contract liabilities arise from the Group's revenue generating activities relating to payments
received in advance of performance delivered under a contract. These contract liabilities
typically arise on short-term timing di\ufb00erences between performance obligations in some
milestone or \ufb01xed fee contracts and their respective contracted payment schedules.
\u00a36.4 million of revenue was recognised in FY 25 relating to the contract liability balance from
FY 24.
At the reporting date, the Group has \u00a333.7 million of remaining performance obligations in
respect of contracted but not yet delivered services. These represent the aggregate
transaction price allocated to performance obligations that are unsatis\ufb01ed or partially
unsatis\ufb01ed at the reporting date. The Group expects to recognise substantially all of this
amount as revenue within the 12 months following the year end.
20. OTHER CREDITORS AND OTHER NON-CURRENT LIABILITIES
Group
Company
FY 25
FY 24 (restated)
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Other creditors
Contingent consideration
22,242
5,558
21,442
-
Employment-related
83 6 - -
contingent consideration
22,325
5,564
21,442
-
Other non-current liabilities
Dilapidations
330
373
-
-
Cash-settled share-based
1,429 724 - -
payments
Contingent consideration
19,967
4,189
18,776
-
21,726
5,286
18,776
-
Contingent consideration in FY 25 includes earn-out payments which are contingent on
performance and arose from the acquisition of Insigniam LLC, Hypothesis and TRC.
The employment-related contingent consideration includes post-acquisition employee
bene\ufb01ts in relation to the Hypothesis acquisition.
As set out in the note 12, the contingent consideration amount recognised at 31 December
2024 for Hypothesis was estimated and pending \ufb01nalisation. During FY 25 the amount was
\ufb01nalised and agreed with the sellers of Hypothesis, resulting in an adjustment to the fair
value of the contingent consideration payable. As a result of this, the table above shows the
corresponding measurement period adjustment to contingent consideration.
Contingent consideration in FY 24 includes earn-out payments which are contingent on
performance and arose from the acquisition of Elixirr Digital Inc., Elixirr AI Inc., Insigniam LLC
and Insigniam SAS and Hypothesis.
Cash-settled share-based payments include obligations for the Group's employers' NI on
options that are yet to vest. Refer note 23 for further details.
Other non-current liability payments fall due beyond 12 months from the reporting date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-406": { "value": "
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Trade payables
2,338
2,293
145
136
Other taxes and social security costs
1,933
1,590
-
(86)
Accruals
20,383
14,536
290
233
Contract liabilities
5,046
6,369
-
-
Other payables
616
887
15
-
Amounts owed to group companies
-
-
16,461
13,204
30,316
25,675
16,911
13,487
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-369": { "value": "
19. LOANS AND BORROWINGS
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Current liabilities
Right of use lease liability
1,424
1,530
-
-
Term loan
9,165
-
10,589
1,530
-
-
Non-current liabilities
Right of use lease liability
2,961
3,366
-
-
Term loan
6,002
-
-
-
Revolving credit facility
13,970
-
13,970
-
22,933
3,366
13,970
-
During FY 25 the Group agreed an increase in its revolving credit facility with National
Westminster Bank plc from \u00a345 million to \u00a365 million and a US$20.25 million term loan to
support delivery of the Group's organic and inorganic growth strategy, whilst limiting
dilution.
The term loan of US$20.25 million was drawn in October 2025.
The key terms of the revolving credit facility are:
\u2022 \u00a365 million facility with the \ufb02exibility to be drawn in multiple currencies, including Pound
Sterling and United States Dollar;
\u2022 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;
\u2022 Revolving facility, with \ufb02exibility to be drawn and repaid, with the undrawn portion
subject to a commitment fee of 35% of the margin;
\u2022 Standard leverage and interest cover covenants; and
\u2022 Four-year term maturing in September 2029, with a one-year extension option if mutually
agreed.
The key terms of the term loan are:
\u2022 US$20.25 million loan drawn in United States Dollar;
\u2022 Interest rate margin and covenants equivalent to the revolving credit facility; and
\u2022 Quarterly capital repayments commencing in June 2026, with the loan fully repaid by
June 2027.
The interest rate on the facility includes a margin that is dependent on the consolidated
leverage level of the Group in respect of the most recently completed reporting period. For
the year ended 31 December 2025, Group leverage was below 1.5:1 with the margin at
1.95%.
The Group\u2019s borrowing facilities are subject to \ufb01nancial covenants, including a maximum
leverage ratio (net debt to EBITDA) of 2.5:1 and a minimum interest cover ratio (EBITDA to
\ufb01nance costs) of 4.0:1. These covenants are tested on a quarterly basis based on the Group\u2019s
consolidated \ufb01nancial results.
At 31 December 2025, the Group had \u00a351.0 million of the facility unutilised and was in
compliance with all covenant requirements with a leverage ratio of 0.5:1 and interest cover
of 22.0:1, providing signi\ufb01cant headroom against the required thresholds.
Revolving credit facility at 31 December 2025:
Currency
Amount outstanding
Rate
000s
%
GBP
12,190
SONIA + margin%
USD
2,400
SOFR + margin%
The movement in liabilities arising from \ufb01nancing activities was as follows:
Right of use lease
Borrowings under
Borrowings
Debt related to
liability
the revolving credit
under the term
business
facility loan combinations
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
At 31 December 2023
5,364
-
-
-
Acquisition of business
586
-
-
556
Additions
115
13,723
-
-
Interest payable
246
211
-
-
Repayments
(1,391)
(13,864)
-
(556)
Gains from foreign exchange
(24)
(70)
-
-
At 31 December 2024
4,896
-
-
-
Acquisition of business (note 13)
274
-
-
-
Additions
617
59,999
15,368
-
Interest payable
230
820
210
-
Repayments
(1,736)
(47,576)
-
-
Losses/(gains) from foreign exchange
104
727
(411)
-
At 31 December 2025
4,385
13,970
15,167
-
The acquisition of business in FY 25 relates to the acquisition of TRC. The right of use lease
liability additions in FY 25 relate to new property leases signed by Hypothesis, Insigniam LLC
and Elixirr Digital d.o.o.
The acquisition of business in FY 24 relates to the acquisition of Hypothesis. The right of use
lease liability additions in FY 24 relate to a new property lease signed by Insigniam LLC.
For the maturity analysis of contracted undiscounted cash\ufb02ows of \ufb01nancial liabilities please
see note 25.
25. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
Carrying amount of financial instruments
The Group\u2019s and Company\u2019s \ufb01nancial instruments may be analysed as follows:
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Financial assets
Financial assets measured at amortised
41,578
34,490
54,959
11,705
cost
Financial liabilities
Financial liabilities measured at
amortised cost
41,521
14,445
30,591
13,340
Financial liabilities at fair value through
profit or loss
44,051
9,576
40,218
-
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 pro\ufb01t or loss comprise acquisition-related contingent
consideration and cash-settled share-based payments.
The Group is exposed to a variety of \ufb01nancial risks through its use of \ufb01nancial instruments
which result from its operating activities. All of the Group\u2019s \ufb01nancial instruments are
classi\ufb01ed as loans and receivables.
The Group does not engage in the trading of \ufb01nancial assets for speculative purposes. The
most signi\ufb01cant \ufb01nancial risks to which the Group is exposed are described below.
Credit risk
Generally, the Group\u2019s and Company\u2019s maximum exposure to credit risk is limited to the
carrying amount of the \ufb01nancial assets recognised at the reporting date, as summarised
below:
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Trade receivables
23,408
15,623
-
-
Contract assets
804
804
-
-
Other receivables
12,312
10,436
11,695
9,868
Cash and cash equivalents
5,054
7,527
157
1,837
41,578
34,390
11,852
11,705
Credit risk is the \ufb01nancial risk to the Group if a counter party to a \ufb01nancial instrument fails to
meet its contractual obligation. The nature of the Group\u2019s debtor balances, the time taken
for payment by clients and the associated credit risk are dependent on the type of
engagement.
The Group\u2019s trade and other receivables are actively monitored. The ageing pro\ufb01le of trade
receivables is monitored regularly by management. Any debtors over 30 days are reviewed
by the management group every week and explanations sought for any balances that have
not been recovered.
Unbilled revenue is recognised by the Group only when all conditions for revenue
recognition have been met in line with the Group\u2019s 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
bene\ufb01cial owner prior to the repayment of the loan.
Cash and cash equivalents are split across multiple counterparties and the Group actively
monitors the exposure to di\ufb00erent \ufb01nancial 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 di\ufb03culty in meeting its obligations
associated with its \ufb01nancial liabilities. The Group seeks to manage \ufb01nancial risks to ensure
su\ufb03cient liquidity is available to meet foreseeable needs and to invest cash assets safely and
pro\ufb01tably.
The Group maintains a committed revolving credit facility and term loan alongside its cash
balances, designed to ensure that it has su\ufb03cient available funds for acquisition
opportunities and operations. The Group monitors its levels of working capital to ensure
that it can meet its liabilities as they fall due.
The table below analyses the Group\u2019s \ufb01nancial liabilities into relevant maturity groupings
based on their contractual maturities. The amounts disclosed in the tables are the
contractual undiscounted cash \ufb02ows. Balances due within 12 months equal their carrying
balances, because the impact of discounting is not signi\ufb01cant.
Contractual maturities of \ufb01nancial liabilities of the Group as at 31 December 2025:
Less than
6-12
1 - 2 years 2 - 5 years Over 5 years
Total contractual
Carrying amount of
6 months months
cashflows
liabilities
Trade payables
2,338
-
-
-
-
2,338
2,338
Revolving credit
- - - 13,970 - 13,970 13,970
facility
Term loan
3,161
6,003
6,003
-
-
15,167
15,167
Lease liabilities
705
714
1,124
2,299
-
4,842
4,385
Financial liabilities
at fair value
through profit or
loss
22,325 - 14,417 9,807 - 46,549 44,051
28,529
6,717
21,544
26,076
-
82,866
79,911
Contractual maturities of financial liabilities of the Group as at 31 December 2024:
Less than
6-12
1 - 2 years 2 - 5 years Over 5 years
Total contractual
Carrying amount
6 months months cashflows of liabilities
Trade payables
2,293
-
-
-
-
2,293
2,293
Lease liabilities
814
760
1,023
2,537
346
5,480
4,896
Financial liabilities
at fair value
through profit or
loss
5,564 - 2,497 1,515 - 9,576 9,576
8,671
760
3,520
4,052
346
17,349
16,765
Interest rate risk
The Group is exposed to interest rate risk primarily on its revolving credit facility and term
loan which incur interest at a variable rate. At 31 December 2025, \u00a329.0m of the Group\u2019s
borrowings were subject to variable interest rates.
A reasonably possible increase/decrease of 100 basis points in interest rates at the reporting
date would decrease/increase pro\ufb01t before tax by \u00a30.3m.
The sensitivity analysis assumes that all other variables remain constant.
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from
various currency exposures, primarily US Dollars. The Group monitors exchange rate
movements closely and ensures adequate funds are maintained in appropriate currencies to
meet known liabilities.
The Group\u2019s exposure to foreign currency risk at the end of the reporting period on
monetary assets and liabilities denominated in currencies other than the functional currency
of the relevant Group entity, expressed in Currency Units, was as follows:
FY 25
FY 24
USD '000s
EUR '000s
ZAR '000s
USD '000s
EUR '000s
ZAR '000s
Cash and cash equivalents
2
855
676
5,018
674
428
Trade receivables
724
461
-
10,743
574
-
Contingent consideration
(54,261)
-
-
-
-
-
Revolving credit facility
(2,400)
-
-
-
-
-
Intercompany
58,130 (3,557) - - - -
receivables/(loans)
Trade payables
(39)
(7)
(136)
(1,367)
(191)
(99)
Net exposure
2,156
(2,248)
540
14,394
1,057
329
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\u2019s material
assets and liabilities are denominated.
The table below summarises the e\ufb00ect on pro\ufb01t or loss had the functional currencies of the
Group weakened or strengthened against these other currencies, with all other variables
held constant.
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
10% weakening of functional currency
(34)
25
10% strengthening of functional currency
34
(25)
The impact of a change of 10% has been selected as this has been considered reasonable
given the current level of exchange rates and the volatility observed both on a historical
basis and market expectations for future movements.
Fair value of financial instruments
The fair values of all \ufb01nancial assets and liabilities approximates to their carrying value.
Capital risk management
The Group de\ufb01nes capital as being share capital plus all reserves, which amounted to \u00a3142.1
million as at 31 December 2025 (FY 24: \u00a3132.1 million).
The Group\u2019s objectives when managing capital are to:
\u2022 Safeguard their ability to continue as a going concern, so that they can continue to
provide returns for shareholders and bene\ufb01ts for other stakeholders; and
\u2022 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-407": { "value": "19. LOANS AND BORROWINGS
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Current liabilities
Right of use lease liability
1,424
1,530
-
-
Term loan
9,165
-
10,589
1,530
-
-
Non-current liabilities
Right of use lease liability
2,961
3,366
-
-
Term loan
6,002
-
-
-
Revolving credit facility
13,970
-
13,970
-
22,933
3,366
13,970
-
During FY 25 the Group agreed an increase in its revolving credit facility with National Westminster Bank plc from \u00a345 million to \u00a365 million and a US$20.25 million term loan to support delivery of the Group's organic and inorganic growth strategy, whilst limiting dilution. The term loan of US$20.25 million was drawn in October 2025. The key terms of the revolving credit facility are: \u2022 \u00a365 million facility with the \ufb02exibility to be drawn in multiple currencies, including Pound Sterling and United States Dollar; \u2022 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; \u2022 Revolving facility, with \ufb02exibility to be drawn and repaid, with the undrawn portion subject to a commitment fee of 35% of the margin; \u2022 Standard leverage and interest cover covenants; and \u2022 Four-year term maturing in September 2029, with a one-year extension option if mutually agreed. The key terms of the term loan are: \u2022 US$20.25 million loan drawn in United States Dollar; \u2022 Interest rate margin and covenants equivalent to the revolving credit facility; and \u2022 Quarterly capital repayments commencing in June 2026, with the loan fully repaid by June 2027. The interest rate on the facility includes a margin that is dependent on the consolidated leverage level of the Group in respect of the most recently completed reporting period. For the year ended 31 December 2025, Group leverage was below 1.5:1 with the margin at 1.95%. The Group\u2019s borrowing facilities are subject to \ufb01nancial covenants, including a maximum leverage ratio (net debt to EBITDA) of 2.5:1 and a minimum interest cover ratio (EBITDA to \ufb01nance costs) of 4.0:1. These covenants are tested on a quarterly basis based on the Group\u2019s consolidated \ufb01nancial results. At 31 December 2025, the Group had \u00a351.0 million of the facility unutilised and was in compliance with all covenant requirements with a leverage ratio of 0.5:1 and interest cover of 22.0:1, providing signi\ufb01cant headroom against the required thresholds. Revolving credit facility at 31 December 2025:
Currency
Amount outstanding
Rate
000s
%
GBP
12,190
SONIA + margin%
USD
2,400
SOFR + margin%
The movement in liabilities arising from \ufb01nancing activities was as follows:
Right of use lease
Borrowings under
Borrowings
Debt related to
liability
the revolving credit
under the term
business
facility loan combinations
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
At 31 December 2023
5,364
-
-
-
Acquisition of business
586
-
-
556
Additions
115
13,723
-
-
Interest payable
246
211
-
-
Repayments
(1,391)
(13,864)
-
(556)
Gains from foreign exchange
(24)
(70)
-
-
At 31 December 2024
4,896
-
-
-
Acquisition of business (note 13)
274
-
-
-
Additions
617
59,999
15,368
-
Interest payable
230
820
210
-
Repayments
(1,736)
(47,576)
-
-
Losses/(gains) from foreign exchange
104
727
(411)
-
At 31 December 2025
4,385
13,970
15,167
-
The acquisition of business in FY 25 relates to the acquisition of TRC. The right of use lease liability additions in FY 25 relate to new property leases signed by Hypothesis, Insigniam LLC and Elixirr Digital d.o.o. The acquisition of business in FY 24 relates to the acquisition of Hypothesis. The right of use lease liability additions in FY 24 relate to a new property lease signed by Insigniam LLC. For the maturity analysis of contracted undiscounted cash\ufb02ows of \ufb01nancial liabilities please see note 25.", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-424": { "value": "
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Current liabilities
Right of use lease liability
1,424
1,530
-
-
Term loan
9,165
-
10,589
1,530
-
-
Non-current liabilities
Right of use lease liability
2,961
3,366
-
-
Term loan
6,002
-
-
-
Revolving credit facility
13,970
-
13,970
-
22,933
3,366
13,970
-
During FY 25 the Group agreed an increase in its revolving credit facility with National Westminster Bank plc from \u00a345 million to \u00a365 million and a US$20.25 million term loan to support delivery of the Group's organic and inorganic growth strategy, whilst limiting dilution. The term loan of US$20.25 million was drawn in October 2025. ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherCurrentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-436": { "value": "
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Current liabilities
Right of use lease liability
1,424
1,530
-
-
Term loan
9,165
-
10,589
1,530
-
-
Non-current liabilities
Right of use lease liability
2,961
3,366
-
-
Term loan
6,002
-
-
-
Revolving credit facility
13,970
-
13,970
-
22,933
3,366
13,970
-
During FY 25 the Group agreed an increase in its revolving credit facility with National Westminster Bank plc from \u00a345 million to \u00a365 million and a US$20.25 million term loan to support delivery of the Group's organic and inorganic growth strategy, whilst limiting dilution. The term loan of US$20.25 million was drawn in October 2025. 20. OTHER CREDITORS AND OTHER NON-CURRENT LIABILITIES
Group
Company
FY 25
FY 24 (restated)
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Other creditors
Contingent consideration
22,242
5,558
21,442
-
Employment-related
83 6 - -
contingent consideration
22,325
5,564
21,442
-
Other non-current liabilities
Dilapidations
330
373
-
-
Cash-settled share-based
1,429 724 - -
payments
Contingent consideration
19,967
4,189
18,776
-
21,726
5,286
18,776
-
Contingent consideration in FY 25 includes earn-out payments which are contingent on performance and arose from the acquisition of Insigniam LLC, Hypothesis and TRC. The employment-related contingent consideration includes post-acquisition employee bene\ufb01ts in relation to the Hypothesis acquisition. As set out in the note 12, the contingent consideration amount recognised at 31 December 2024 for Hypothesis was estimated and pending \ufb01nalisation. During FY 25 the amount was \ufb01nalised and agreed with the sellers of Hypothesis, resulting in an adjustment to the fair value of the contingent consideration payable. As a result of this, the table above shows the corresponding measurement period adjustment to contingent consideration. Contingent consideration in FY 24 includes earn-out payments which are contingent on performance and arose from the acquisition of Elixirr Digital Inc., Elixirr AI Inc., Insigniam LLC and Insigniam SAS and Hypothesis. Cash-settled share-based payments include obligations for the Group's employers' NI on options that are yet to vest. Refer note 23 for further details. Other non-current liability payments fall due beyond 12 months from the reporting date. ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherNoncurrentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-370": { "value": "
21. SHARE CAPITAL, SHARE PREMIUM AND MERGER RELIEF RESERVE
FY 25
Issued shares
Par value
Merger relief reserve
Share premium
Group and Company
Number
\u00a3
\u00a3\u2019000s
\u00a3\u2019000s
\u00a30.00005
Ordinary Shares
49,615,941
2,480
46,870
45,384
\u00a31 Redeemable Preference Shares
50,001
50,001
-
-
49,665,942
52,481
46,870
45,384
FY 24
Issued shares
Par value
Merger relief reserve
Share premium
Group and Company
Number
\u00a3
\u00a3\u2019000s
\u00a3\u2019000s
\u00a30.00005
Ordinary Shares
48,187,415
2,409
46,870
33,702
\u00a31 Redeemable Preference Shares
50,001
50,001
-
-
48,237,416
52,410
46,870
33,702
The total number of voting rights in the Company at 31 December 2025 was 49,615,941 (FY
24: 48,187,415).
Ordinary Shares
On a show of hands every holder of Ordinary Shares present at a meeting, in person or by
proxy, is entitled to one vote, and on a poll each share is entitled to one vote. The shares
entitle the holder to participate in dividends, and to share in the proceeds of winding up the
Company in proportion to the number of and amounts paid on the shares held. These rights
are subject to the prior entitlements of the shareholders of the Redeemable Preference
Shares.
Movements in Ordinary Shares:
Merger relief
Issued shares
Par value
reserve Share premium
Group and Company
Number
\u00a3
\u00a3'000s
\u00a3'000s
At 31 December 2023
47,272,811
2,363
46,870
29,922
Share issues
914,604
46
-
6,402
Sale of Ordinary Shares from the EBT
-
-
-
(2,622)
At 31 December 2024
48,187,415
2,409
46,870
33,702
Share issues
1,428,526
71
-
11,682
At 31 December 2025
49,615,941
2,480
46,870
45,384
Share issues in FY 25 represented consideration for the acquisition of TRC.
Redeemable Preference Shares
The Redeemable Preference Shares are entitled to dividends at a rate of 1% per annum of
paid up nominal value. The shares have preferential right, before any other class of share, to
a return of capital on winding-up or reduction of capital or otherwise of the Company.
The Redeemable Preference Shares are redeemable 100 years from the date of issue or at
any time prior at the option of the Company. The Redeemable Preference Shares are held by
the Company\u2019s Employee Bene\ufb01t Trust.
22. EBT SHARE RESERVE
The EBT is accounted for under IFRS 10 and is consolidated on the basis that the parent has
control, thus the assets and liabilities of the EBT are included in the Group statement of
\ufb01nancial position and shares held by the EBT in the Company are presented as a deduction
from equity.
The EBT share reserve comprises Ordinary Shares and Redeemable Preference Shares
bought and held in the Group's EBT.
The below table sets out the number of EBT shares held and their weighted average cost:
FY 25
Shares held in EBT
Weighted average cost
Total cost
Group and Company
Number
\u00a3
\u00a3\u2019000s
Ordinary Shares
519,924
7.62
3,964
Redeemable Preference Shares
50,001
1.01
50
569,925
4,014
FY 24
Shares held in EBT
Weighted average cost
Total cost
Group and Company
Number
\u00a3
\u00a3\u2019000s
Ordinary Shares
483,823
5.88
2,846
Redeemable Preference Shares
50,001
1.01
50
533,824
2,897
", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-408": { "value": "21. SHARE CAPITAL, SHARE PREMIUM AND MERGER RELIEF RESERVE
FY 25
Issued shares
Par value
Merger relief reserve
Share premium
Group and Company
Number
\u00a3
\u00a3\u2019000s
\u00a3\u2019000s
\u00a30.00005
Ordinary Shares
49,615,941
2,480
46,870
45,384
\u00a31 Redeemable Preference Shares
50,001
50,001
-
-
49,665,942
52,481
46,870
45,384
FY 24
Issued shares
Par value
Merger relief reserve
Share premium
Group and Company
Number
\u00a3
\u00a3\u2019000s
\u00a3\u2019000s
\u00a30.00005
Ordinary Shares
48,187,415
2,409
46,870
33,702
\u00a31 Redeemable Preference Shares
50,001
50,001
-
-
48,237,416
52,410
46,870
33,702
The total number of voting rights in the Company at 31 December 2025 was 49,615,941 (FY 24: 48,187,415). Ordinary Shares On a show of hands every holder of Ordinary Shares present at a meeting, in person or by proxy, is entitled to one vote, and on a poll each share is entitled to one vote. The shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the Company in proportion to the number of and amounts paid on the shares held. These rights are subject to the prior entitlements of the shareholders of the Redeemable Preference Shares. Movements in Ordinary Shares:
Merger relief
Issued shares
Par value
reserve Share premium
Group and Company
Number
\u00a3
\u00a3'000s
\u00a3'000s
At 31 December 2023
47,272,811
2,363
46,870
29,922
Share issues
914,604
46
-
6,402
Sale of Ordinary Shares from the EBT
-
-
-
(2,622)
At 31 December 2024
48,187,415
2,409
46,870
33,702
Share issues
1,428,526
71
-
11,682
At 31 December 2025
49,615,941
2,480
46,870
45,384
Share issues in FY 25 represented consideration for the acquisition of TRC. Redeemable Preference Shares The Redeemable Preference Shares are entitled to dividends at a rate of 1% per annum of paid up nominal value. The shares have preferential right, before any other class of share, to a return of capital on winding-up or reduction of capital or otherwise of the Company. The Redeemable Preference Shares are redeemable 100 years from the date of issue or at any time prior at the option of the Company. The Redeemable Preference Shares are held by the Company\u2019s Employee Bene\ufb01t Trust.
Share capital
Share capital represents the nominal value of share capital subscribed.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-409": { "value": "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 \ufb01nancial position and shares held by the EBT in the Company are presented as a deduction from equity. The EBT share reserve comprises Ordinary Shares and Redeemable Preference Shares bought and held in the Group's EBT. The below table sets out the number of EBT shares held and their weighted average cost:
FY 25
Shares held in EBT
Weighted average cost
Total cost
Group and Company
Number
\u00a3
\u00a3\u2019000s
Ordinary Shares
519,924
7.62
3,964
Redeemable Preference Shares
50,001
1.01
50
569,925
4,014
FY 24
Shares held in EBT
Weighted average cost
Total cost
Group and Company
Number
\u00a3
\u00a3\u2019000s
Ordinary Shares
483,823
5.88
2,846
Redeemable Preference Shares
50,001
1.01
50
533,824
2,897
EBT share reserve
The EBT share reserve represents the cost of Ordinary Shares repurchased and held in the
EBT.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTreasurySharesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-425": { "value": "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 \ufb01nancial position and shares held by the EBT in the Company are presented as a deduction from equity. The EBT share reserve comprises Ordinary Shares and Redeemable Preference Shares bought and held in the Group's EBT. The below table sets out the number of EBT shares held and their weighted average cost:
FY 25
Shares held in EBT
Weighted average cost
Total cost
Group and Company
Number
\u00a3
\u00a3\u2019000s
Ordinary Shares
519,924
7.62
3,964
Redeemable Preference Shares
50,001
1.01
50
569,925
4,014
FY 24
Shares held in EBT
Weighted average cost
Total cost
Group and Company
Number
\u00a3
\u00a3\u2019000s
Ordinary Shares
483,823
5.88
2,846
Redeemable Preference Shares
50,001
1.01
50
533,824
2,897
28. RESERVES Share capital Share capital represents the nominal value of share capital subscribed. Share premium The share premium account is used to record the aggregate amount or value of premiums paid when the Company's Ordinary Shares and Redeemable Preference Shares are issued at a premium, net of associated share issue costs. Capital redemption reserve The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of the Company's own Ordinary Shares and/or Redeemable Preference Shares. EBT share reserve The EBT share reserve represents the cost of Ordinary Shares repurchased and held in the EBT. Merger relief reserve This reserve records the amounts above the nominal value received for shares sold, less transaction costs in accordance with Section 610 of the Companies Act.
Foreign currency translation reserve
The foreign currency translation reserve represents exchange di\ufb00erences that arise on
consolidation from the translation of the \ufb01nancial 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-371": { "value": "
23. SHARE-BASED PAYMENTS
The Group recognised a total share-based payment expense of \u00a35.0 million (FY 24: \u00a32.6
million) in the current year, comprising \u00a34.0 million (FY 24: \u00a32.1 million) in relation to equity
settled share-based payments, and \u00a31.0 million (FY 24: \u00a30.5 million) relating to relevant
social security taxes.
A cash-settled share-based payment liability is recognised relating to social security tax on
share options (refer note 20). The liability has been estimated using a closing share price of
\u00a38.26 (FY 24: \u00a37.20) and employers' national insurance at 15.0%.
The carrying value of the liability as at 31 December 2025 is \u00a31.4 million (FY 24: \u00a30.7
million), with \u00a31.0 million (FY 24: \u00a30.5 million) recognised in the P&L and payments
amounting to \u00a30.3 million (FY 24: \u00a30.1 million) made in the year.
Share Option Plans
The Group operates EMI, CSOP and unapproved share option plans with time-based and
performance-based vesting conditions.
During FY 25, a total of 3,446,551 (FY 24: 4,710,732) share options were granted to
employees and senior management. The weighted average fair value of the options awarded
in the year is \u00a32.17 per share (FY 24: \u00a31.73).
Details of share option awards made are as follows:
Number of share options
Weighted average exercise price
(000\u2019s) (\u00a3)
Outstanding at 31 December 2023
13,568
3.76
Granted
4,711
6.16
Exercised
(1,268)
0.48
Forfeited
(4,258)
4.55
Outstanding at 31 December 2024
12,753
4.71
Granted
3,447
8.33
Exercised
(1,571)
1.86
Forfeited
(1,585)
5.40
Outstanding at 31 December 2025
13,044
5.90
Exercisable at 31 December 2025
1,459
3.68
For the options exercised during FY 25, the weighted average share price at the date of
exercise was \u00a37.82 (FY 24: \u00a35.78).
The options outstanding as at 31 December 2025 had a weighted average remaining
contractual life of 2.4 years (FY 24: 2.5 years) and a weighted average exercise price of \u00a35.92
(FY 24: \u00a34.71) per share.
The options were fair valued at the grant date using the Black Scholes option valuation
model.
The inputs into the model were as follows:
FY 25
FY 24
Weighted average share price at grant date (\u00a3)
7.98
6.05
Weighted average exercise price (\u00a3)
8.33
6.16
Volatility (%)
37.9%
37.6%
Weighted average vesting period (years)
5
5
Risk free rate (%)
4.1%
3.9%
Expected dividend yield (%)
3.2%
2.6%
Expected volatility was determined by calculating the historic volatility of comparable
companies in the market in which the Group operates. The expected expense calculated in
the model has been adjusted, based on management\u2019s best estimate, for the e\ufb00ects of non-
market-based performance conditions and employee attrition.
Reasonable changes in the above inputs do not have a material impact on the share-based
payment charge in FY 25.
Fixed Consideration Options
In addition to the share options set out in the table above, share options with an exercise
price of \u00a30.00005 were previously issued in connection with the acquisition of Elixirr Digital
Limited. These share options are for a \ufb01xed 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
\u00a3\u2019000s
Outstanding at 31 December 2023
500
Exercised
(500)
Outstanding at 31 December 2024 and 31 December 2025
-
Exercisable at 31 December 2024 and 31 December 2025
-
The share price at the date of exercise of the Elixirr Digital Limited options in FY 24 was
\u00a35.85.
Employee Share Purchase Plan
ESPP
The Group operates an employee share purchase plan where the employees of the Group
(excluding Partners) are eligible to contribute a percentage of their gross salary to purchase
shares in the Company. The Company makes a matching award of shares that will vest over
time dependent on continued employment.
During FY 25, the Company awarded 202,139 (FY 24: 233,690) matching shares on the basis
of one matching share for every one employee share purchased during FY 24. The matching
shares vest equally over a 5-year period with the \ufb01rst tranche vesting on 31 January 2026.
Details of ESPP awards made are as follows:
Number of ESPP awards
(000\u2019s)
Outstanding at 31 December 2023
204
Granted
234
Vested and converted to shares
(42)
Forfeited
(55)
Outstanding at 31 December 2024
341
Granted
202
Vested and converted to shares
(77)
Forfeited
(57)
Outstanding at 31 December 2025
409
Exercisable at 31 December 2025
-
Restricted Share Awards
During FY 25 the Company granted restricted share awards to Graham Busby, Deputy Chief
Executive O\ufb03cer, and Nicholas Willott, Chief Financial O\ufb03cer to further align the incentives
of the executive management team with growing shareholder value.
The restricted share awards were granted in respect of Ordinary Shares, comprising 476,000
shares to Graham Busby and 135,870 to Nicholas Willott. The share awards remain subject
to forfeiture conditions during the vesting period to 31 December 2027. Until then, the legal
title to the shares is held by the EBT on behalf of the bene\ufb01ciaries. Vesting is subject to the
continued tenure of each executive during the vesting term and the achievement of
adjusted diluted EPS targets.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-372": { "value": "
24. CASH FLOW INFORMATION
Cash generated from operations:
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Profit before taxation
27,590
22,889
20,827
18,201
Adjustments for:
Gain on transfer of investment
-
-
(9,752)
-
Depreciation and amortisation
7,179
3,873
-
-
Net finance expense/(income)
2,143
804
385
(157)
Share-based payments
4,718
2,478
-
-
Employment-related contingent
95
6
-
-
consideration
Adjustment to contingent consideration
(110)
476
-
-
Foreign exchange (gains)/losses
289
(192)
(53)
(40)
Decrease/(increase) in trade and other
receivables
(2,720)
2,718
1,837
144
Increase/(decrease) in trade and other
payables
786
2,404
4,646
(6,756)
39,970
35,456
17,890
11,392
Reconciliation of liabilities from \ufb01nancing activities:
Leases
Borrowings
Borrowings
Debt related to
Total
under the
under the
business
revolving
term loan combinations
credit facility
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Balance 31 December 2023
5,364
-
-
-
5,364
Cash flows
(1,391)
(141)
-
(556)
(2,088)
Other changes
923
141
-
556
1,620
Balance 31 December 2024
4,896
-
-
-
4,896
Cash flows
(1,736)
12,423
15,368
-
26,055
Other changes
1,225
1,547
(201)
-
2,571
Balance 31 December 2025
4,385
13,970
15,167
-
33,522
Other changes in FY 25 include non-cash movements such as foreign exchange
losses/(gains), interest accrued, new property leases signed by Hypothesis, Insigniam LLC
and Elixirr Digital d.o.o. and an additional property lease on the acquisition of TRC.
Other changes in FY 24 include non-cash movements such as foreign exchange
losses/(gains), interest accrued and additional property leases on the acquisition of
Hypothesis.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-410": { "value": "Reconciliation of liabilities from \ufb01nancing activities:
Leases
Borrowings
Borrowings
Debt related to
Total
under the
under the
business
revolving
term loan combinations
credit facility
Group
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Balance 31 December 2023
5,364
-
-
-
5,364
Cash flows
(1,391)
(141)
-
(556)
(2,088)
Other changes
923
141
-
556
1,620
Balance 31 December 2024
4,896
-
-
-
4,896
Cash flows
(1,736)
12,423
15,368
-
26,055
Other changes
1,225
1,547
(201)
-
2,571
Balance 31 December 2025
4,385
13,970
15,167
-
33,522
Other changes in FY 25 include non-cash movements such as foreign exchange losses/(gains), interest accrued, new property leases signed by Hypothesis, Insigniam LLC and Elixirr Digital d.o.o. and an additional property lease on the acquisition of TRC. Other changes in FY 24 include non-cash movements such as foreign exchange losses/(gains), interest accrued and additional property leases on the acquisition of Hypothesis.", "dimensions": { "concept": "ifrs-full:DisclosureOfReconciliationOfLiabilitiesArisingFromFinancingActivitiesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-411": { "value": "25. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT Carrying amount of financial instruments The Group\u2019s and Company\u2019s \ufb01nancial instruments may be analysed as follows:
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Financial assets
Financial assets measured at amortised
41,578
34,490
54,959
11,705
cost
Financial liabilities
Financial liabilities measured at
amortised cost
41,521
14,445
30,591
13,340
Financial liabilities at fair value through
profit or loss
44,051
9,576
40,218
-
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 pro\ufb01t or loss comprise acquisition-related contingent consideration and cash-settled share-based payments. The Group is exposed to a variety of \ufb01nancial risks through its use of \ufb01nancial instruments which result from its operating activities. All of the Group\u2019s \ufb01nancial instruments are classi\ufb01ed as loans and receivables. The Group does not engage in the trading of \ufb01nancial assets for speculative purposes. The most signi\ufb01cant \ufb01nancial risks to which the Group is exposed are described below. Credit risk Generally, the Group\u2019s and Company\u2019s maximum exposure to credit risk is limited to the carrying amount of the \ufb01nancial assets recognised at the reporting date, as summarised below:
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Trade receivables
23,408
15,623
-
-
Contract assets
804
804
-
-
Other receivables
12,312
10,436
11,695
9,868
Cash and cash equivalents
5,054
7,527
157
1,837
41,578
34,390
11,852
11,705
Credit risk is the \ufb01nancial risk to the Group if a counter party to a \ufb01nancial instrument fails to meet its contractual obligation. The nature of the Group\u2019s debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement. The Group\u2019s trade and other receivables are actively monitored. The ageing pro\ufb01le of trade receivables is monitored regularly by management. Any debtors over 30 days are reviewed by the management group every week and explanations sought for any balances that have not been recovered. Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group\u2019s 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 bene\ufb01cial owner prior to the repayment of the loan. Cash and cash equivalents are split across multiple counterparties and the Group actively monitors the exposure to di\ufb00erent \ufb01nancial 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 di\ufb03culty in meeting its obligations associated with its \ufb01nancial liabilities. The Group seeks to manage \ufb01nancial risks to ensure su\ufb03cient liquidity is available to meet foreseeable needs and to invest cash assets safely and pro\ufb01tably. The Group maintains a committed revolving credit facility and term loan alongside its cash balances, designed to ensure that it has su\ufb03cient available funds for acquisition opportunities and operations. The Group monitors its levels of working capital to ensure that it can meet its liabilities as they fall due. The table below analyses the Group\u2019s \ufb01nancial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the tables are the contractual undiscounted cash \ufb02ows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not signi\ufb01cant. Contractual maturities of \ufb01nancial liabilities of the Group as at 31 December 2025:
Less than
6-12
1 - 2 years 2 - 5 years Over 5 years
Total contractual
Carrying amount of
6 months months
cashflows
liabilities
Trade payables
2,338
-
-
-
-
2,338
2,338
Revolving credit
- - - 13,970 - 13,970 13,970
facility
Term loan
3,161
6,003
6,003
-
-
15,167
15,167
Lease liabilities
705
714
1,124
2,299
-
4,842
4,385
Financial liabilities
at fair value
through profit or
loss
22,325 - 14,417 9,807 - 46,549 44,051
28,529
6,717
21,544
26,076
-
82,866
79,911
Contractual maturities of financial liabilities of the Group as at 31 December 2024:
Less than
6-12
1 - 2 years 2 - 5 years Over 5 years
Total contractual
Carrying amount
6 months months cashflows of liabilities
Trade payables
2,293
-
-
-
-
2,293
2,293
Lease liabilities
814
760
1,023
2,537
346
5,480
4,896
Financial liabilities
at fair value
through profit or
loss
5,564 - 2,497 1,515 - 9,576 9,576
8,671
760
3,520
4,052
346
17,349
16,765
Interest rate risk The Group is exposed to interest rate risk primarily on its revolving credit facility and term loan which incur interest at a variable rate. At 31 December 2025, \u00a329.0m of the Group\u2019s borrowings were subject to variable interest rates. A reasonably possible increase/decrease of 100 basis points in interest rates at the reporting date would decrease/increase pro\ufb01t before tax by \u00a30.3m. The sensitivity analysis assumes that all other variables remain constant. Foreign currency risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily US Dollars. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities. The Group\u2019s exposure to foreign currency risk at the end of the reporting period on monetary assets and liabilities denominated in currencies other than the functional currency of the relevant Group entity, expressed in Currency Units, was as follows:
FY 25
FY 24
USD '000s
EUR '000s
ZAR '000s
USD '000s
EUR '000s
ZAR '000s
Cash and cash equivalents
2
855
676
5,018
674
428
Trade receivables
724
461
-
10,743
574
-
Contingent consideration
(54,261)
-
-
-
-
-
Revolving credit facility
(2,400)
-
-
-
-
-
Intercompany
58,130 (3,557) - - - -
receivables/(loans)
Trade payables
(39)
(7)
(136)
(1,367)
(191)
(99)
Net exposure
2,156
(2,248)
540
14,394
1,057
329
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\u2019s material assets and liabilities are denominated. The table below summarises the e\ufb00ect on pro\ufb01t or loss had the functional currencies of the Group weakened or strengthened against these other currencies, with all other variables held constant.
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
10% weakening of functional currency
(34)
25
10% strengthening of functional currency
34
(25)
The impact of a change of 10% has been selected as this has been considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for future movements. Fair value of financial instruments The fair values of all \ufb01nancial assets and liabilities approximates to their carrying value. Capital risk management The Group de\ufb01nes capital as being share capital plus all reserves, which amounted to \u00a3142.1 million as at 31 December 2025 (FY 24: \u00a3132.1 million). The Group\u2019s objectives when managing capital are to: \u2022 Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and bene\ufb01ts for other stakeholders; and \u2022 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. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-426": { "value": "Carrying amount of financial instruments The Group\u2019s and Company\u2019s \ufb01nancial instruments may be analysed as follows:
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Financial assets
Financial assets measured at amortised
41,578
34,490
54,959
11,705
cost
Financial liabilities
Financial liabilities measured at
amortised cost
41,521
14,445
30,591
13,340
Financial liabilities at fair value through
profit or loss
44,051
9,576
40,218
-
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 pro\ufb01t or loss comprise acquisition-related contingent consideration and cash-settled share-based payments. The Group is exposed to a variety of \ufb01nancial risks through its use of \ufb01nancial instruments which result from its operating activities. All of the Group\u2019s \ufb01nancial instruments are classi\ufb01ed as loans and receivables. The Group does not engage in the trading of \ufb01nancial assets for speculative purposes. The most signi\ufb01cant \ufb01nancial risks to which the Group is exposed are described below. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-437": { "value": "Carrying amount of financial instruments The Group\u2019s and Company\u2019s \ufb01nancial instruments may be analysed as follows:
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Financial assets
Financial assets measured at amortised
41,578
34,490
54,959
11,705
cost
Financial liabilities
Financial liabilities measured at
amortised cost
41,521
14,445
30,591
13,340
Financial liabilities at fair value through
profit or loss
44,051
9,576
40,218
-
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 pro\ufb01t or loss comprise acquisition-related contingent consideration and cash-settled share-based payments. The Group is exposed to a variety of \ufb01nancial risks through its use of \ufb01nancial instruments which result from its operating activities. All of the Group\u2019s \ufb01nancial instruments are classi\ufb01ed as loans and receivables. The Group does not engage in the trading of \ufb01nancial assets for speculative purposes. The most signi\ufb01cant \ufb01nancial risks to which the Group is exposed are described below. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-427": { "value": "Credit risk Generally, the Group\u2019s and Company\u2019s maximum exposure to credit risk is limited to the carrying amount of the \ufb01nancial assets recognised at the reporting date, as summarised below:
Group
Company
FY 25
FY 24
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
\u00a3\u2019000s
Trade receivables
23,408
15,623
-
-
Contract assets
804
804
-
-
Other receivables
12,312
10,436
11,695
9,868
Cash and cash equivalents
5,054
7,527
157
1,837
41,578
34,390
11,852
11,705
Credit risk is the \ufb01nancial risk to the Group if a counter party to a \ufb01nancial instrument fails to meet its contractual obligation. The nature of the Group\u2019s debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement. The Group\u2019s trade and other receivables are actively monitored. The ageing pro\ufb01le of trade receivables is monitored regularly by management. Any debtors over 30 days are reviewed by the management group every week and explanations sought for any balances that have not been recovered. Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group\u2019s 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 bene\ufb01cial owner prior to the repayment of the loan. Cash and cash equivalents are split across multiple counterparties and the Group actively monitors the exposure to di\ufb00erent \ufb01nancial institutions. The Directors are of the opinion that there is no material credit risk at Group level. ", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-428": { "value": "Liquidity risk Liquidity risk is the risk that the Group will encounter di\ufb03culty in meeting its obligations associated with its \ufb01nancial liabilities. The Group seeks to manage \ufb01nancial risks to ensure su\ufb03cient liquidity is available to meet foreseeable needs and to invest cash assets safely and pro\ufb01tably. The Group maintains a committed revolving credit facility and term loan alongside its cash balances, designed to ensure that it has su\ufb03cient available funds for acquisition opportunities and operations. The Group monitors its levels of working capital to ensure that it can meet its liabilities as they fall due. The table below analyses the Group\u2019s \ufb01nancial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the tables are the contractual undiscounted cash \ufb02ows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not signi\ufb01cant. Contractual maturities of \ufb01nancial liabilities of the Group as at 31 December 2025:
Less than
6-12
1 - 2 years 2 - 5 years Over 5 years
Total contractual
Carrying amount of
6 months months
cashflows
liabilities
Trade payables
2,338
-
-
-
-
2,338
2,338
Revolving credit
- - - 13,970 - 13,970 13,970
facility
Term loan
3,161
6,003
6,003
-
-
15,167
15,167
Lease liabilities
705
714
1,124
2,299
-
4,842
4,385
Financial liabilities
at fair value
through profit or
loss
22,325 - 14,417 9,807 - 46,549 44,051
28,529
6,717
21,544
26,076
-
82,866
79,911
Contractual maturities of financial liabilities of the Group as at 31 December 2024:
Less than
6-12
1 - 2 years 2 - 5 years Over 5 years
Total contractual
Carrying amount
6 months months cashflows of liabilities
Trade payables
2,293
-
-
-
-
2,293
2,293
Lease liabilities
814
760
1,023
2,537
346
5,480
4,896
Financial liabilities
at fair value
through profit or
loss
5,564 - 2,497 1,515 - 9,576 9,576
8,671
760
3,520
4,052
346
17,349
16,765
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-429": { "value": "Interest rate risk The Group is exposed to interest rate risk primarily on its revolving credit facility and term loan which incur interest at a variable rate. At 31 December 2025, \u00a329.0m of the Group\u2019s borrowings were subject to variable interest rates. A reasonably possible increase/decrease of 100 basis points in interest rates at the reporting date would decrease/increase pro\ufb01t before tax by \u00a30.3m. The sensitivity analysis assumes that all other variables remain constant. Foreign currency risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily US Dollars. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities. The Group\u2019s exposure to foreign currency risk at the end of the reporting period on monetary assets and liabilities denominated in currencies other than the functional currency of the relevant Group entity, expressed in Currency Units, was as follows:
FY 25
FY 24
USD '000s
EUR '000s
ZAR '000s
USD '000s
EUR '000s
ZAR '000s
Cash and cash equivalents
2
855
676
5,018
674
428
Trade receivables
724
461
-
10,743
574
-
Contingent consideration
(54,261)
-
-
-
-
-
Revolving credit facility
(2,400)
-
-
-
-
-
Intercompany
58,130 (3,557) - - - -
receivables/(loans)
Trade payables
(39)
(7)
(136)
(1,367)
(191)
(99)
Net exposure
2,156
(2,248)
540
14,394
1,057
329
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\u2019s material assets and liabilities are denominated. The table below summarises the e\ufb00ect on pro\ufb01t or loss had the functional currencies of the Group weakened or strengthened against these other currencies, with all other variables held constant.
FY 25
FY 24
\u00a3\u2019000s
\u00a3\u2019000s
10% weakening of functional currency
(34)
25
10% strengthening of functional currency
34
(25)
The impact of a change of 10% has been selected as this has been considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for future movements. ", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-430": { "value": "Fair value of financial instruments The fair values of all \ufb01nancial assets and liabilities approximates to their carrying value.", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-438": { "value": "Fair value of financial instruments The fair values of all \ufb01nancial assets and liabilities approximates to their carrying value. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-431": { "value": "Capital risk management The Group de\ufb01nes capital as being share capital plus all reserves, which amounted to \u00a3142.1 million as at 31 December 2025 (FY 24: \u00a3132.1 million). The Group\u2019s objectives when managing capital are to: \u2022 Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and bene\ufb01ts for other stakeholders; and \u2022 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. ", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-373": { "value": "
26. RELATED PARTY DISCLOSURES
Related parties, following the de\ufb01nitions 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 signi\ufb01cant in\ufb02uence over the Group. Refer to note 11 for key
management personnel compensation disclosures. The Directors' Remuneration Report
contains details of Board remuneration.
In FY 25, travel and marketing costs include \u00a314,182 (FY 24: \u00a36,470) for the hire of an
aeroplane from Aviation E LLP. Stephen Newton, a member of the Board, is a member of
Aviation E LLP.
In FY 25, revenue includes \u00a334,300 (FY 24: nil) for services performed for Fish Hoek
Company Investments Limited, \u00a358,797 (FY 24: \u00a341,204) for services performed for Cape
Point Guest Lodges (Pty) Ltd and \u00a313,491 (FY 24: \u00a348,824) for services performed for Cape
Point Wine (Pty) Ltd. Stephen Newton, a member of the Board, is a Director of Fish Hoek
Company Investments Limited, Cape Point Guest Lodges (Pty) Ltd and Cape Point Wine (Pty)
Ltd.
Company related party transactions are disclosed in notes 16 and 18.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-432": { "value": "26. RELATED PARTY DISCLOSURES Related parties, following the de\ufb01nitions 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 signi\ufb01cant in\ufb02uence over the Group. Refer to note 11 for key management personnel compensation disclosures. The Directors' Remuneration Report contains details of Board remuneration. In FY 25, travel and marketing costs include \u00a314,182 (FY 24: \u00a36,470) for the hire of an aeroplane from Aviation E LLP. Stephen Newton, a member of the Board, is a member of Aviation E LLP. In FY 25, revenue includes \u00a334,300 (FY 24: nil) for services performed for Fish Hoek Company Investments Limited, \u00a358,797 (FY 24: \u00a341,204) for services performed for Cape Point Guest Lodges (Pty) Ltd and \u00a313,491 (FY 24: \u00a348,824) for services performed for Cape Point Wine (Pty) Ltd. Stephen Newton, a member of the Board, is a Director of Fish Hoek Company Investments Limited, Cape Point Guest Lodges (Pty) Ltd and Cape Point Wine (Pty) Ltd. Company related party transactions are disclosed in notes 16 and 18.", "dimensions": { "concept": "ifrs-full:DisclosureOfTransactionsBetweenRelatedPartiesExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-374": { "value": "
27. EVENTS AFTER THE REPORTING DATE
An interim Ordinary share dividend in respect of FY 25 of 7.6 pence per Ordinary share was
paid on 24 February 2026. The Directors are proposing a \ufb01nal Ordinary share dividend in
respect of FY 25 of 15.0 pence per Ordinary share.
On 30 January 2026, the Company completed the acquisition of the entire issued share
capital of Kvadrant Consulting for a maximum consideration of \u00a318.0 million (DKK154.8
million). The acquisition represents a non-adjusting post balance sheet event. The initial
accounting for the business combination is not yet complete.
At acquisition the initial consideration comprised \u00a39.1 million (DKK 78.4 million) of cash and
\u00a33.3 million (DKK 28.4 million) of shares, satis\ufb01ed by issuing 415,213 new Ordinary Shares. A
further amount of up to \u00a35.5 million (DKK 47.4 million), payable in cash or shares at the
Company\u2019s discretion, is payable contingent on Kvadrant Consulting meeting EBITDA margin
and revenue targets in the periods up to 31 December 2028. Kvadrant Consulting\u2019s total
revenue for FY 25 was \u00a36.2 million (DKK 53.4 million) with adjusted EBITDA of approximately
\u00a32.3 million (DKK 19.8 million).
On 20 March 2026, 4,396,040 options issued between October 2024 and January 2026 to
employees other than Directors and key management personnel were repriced to an
exercise price of \u00a36.45. The weighted average incremental fair value granted as a result of
this modi\ufb01cation was \u00a30.46. The incremental fair value was measured as the di\ufb00erence
between the fair value of the repriced share option and that of the original share option,
both estimated as at the date of the modi\ufb01cation. The incremental fair value is recognised as
an expense over the remaining vesting period from the modi\ufb01cation date.
As at 17 April 2026, in accordance with the FCA\u2019s Disclosure and Transparency Rules, the
Company has 50,031,154 Ordinary Shares in issue, of which none are held in treasury.
The total number of voting rights in the Company is 50,031,154. This \ufb01gure of 50,031,154
may be used by shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's Disclosure and Transparency
Rules.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "fact-375": { "value": "
29. ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party as at 31
December 2025.
", "dimensions": { "concept": "elixirrintplc:DisclosureOfUltimateControllingParty", "language": "en", "entity": "scheme:213800MKY7OHMVAKW681", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } } } }