Half-year Results

Record first half with full-year outlook enhanced by the acquisition of TRC Advisory

Elixirr International plc (ELIX.L), an established, global award-winning, challenger consultancy, is pleased to report its unaudited interim results for the six months ended 30 June 2025 (H1 25). Comparative unaudited results are presented for the six months ended 30 June 2024 (H1 24).

Financial Highlights

• 35% increase in revenue compared to H1 24, with revenue totalling £71.4m (H1 24: £53.0m) and Group record revenue achieved in five of the six months in the period
• Organic revenue growth of 17% compared to H1 24
• 42% increase in adjusted EBITDA [1] compared to H1 24, totalling £21.5m (H1 24: £15.1m), with an adjusted EBITDA margin of 30.0% (H1 24: 28.5%)
• 38% increase in adjusted profit before tax ('PBT') [1], totalling £20.1m (H1 24: £14.5m)
• 35% increase in adjusted diluted earnings per share ('EPS') [1] compared to H1 24, totalling 29.0p (H1 24: 21.5p)
• 12% increase in free cash flow compared to H1 24, totalling £7.9m (H1 24: £7.0m)

Key highlights include:

[1] In order to provide better clarity to the underlying performance of the Group, Elixirr uses adjusted EBITDA, adjusted PBT and adjusted EPS as alternative performance measures ('APMs'). Please refer to note 2 of the Group's interim condensed consolidated financial statements.

Operating Highlights

• In H1 25, Elixirr continued to deliver strong growth and significant outperformance against the wider consulting market [2], underpinned by a successful transition from AIM to the Main Market of the London Stock Exchange on 1 July 2025.
• We continued to unlock additional value from previous acquisitions, achieving £14.7m cross-sell revenue in H1 25 - 78% growth on the comparable period (H1 24: £8.3m).
• The number of £1m+ clients increased from 22 in H1 24 to 31 in H1 25 [3], demonstrating Elixirr's ability to deepen and maintain relationships with clients.
• We have maintained strong momentum across all four pillars of our growth strategy (stretch existing Partners, hire Partners, promote Partners and acquire complementary businesses), highlighting the demand for Elixirr's wide-ranging and integrated service offering across the Group.

o Revenue per Partner increased 8% to £2.3m (H1 24: £2.1m), driven by continued growth within existing accounts, a wider range of services to sell and improved leverage of senior delivery teams.

o We strengthened our Partner team with key external Partner hires, bringing decades of consulting and industry expertise across the US and UK. These appointments enhance Elixirr's capabilities in large-scale technology, cloud transformation, and ERP-led change programmes. Recent additions include Stuart Stern and Conrad Troy.

o Notable internal promotions included Portia Thornhill, with two further Partner promotions effective October 2025: Tash Rostance and Nick Greenwood. These developments underscore Elixirr's ongoing commitment to nurturing and advancing internal talent.

o We have today separately announced the acquisition of US strategy firm, TRC Advisory, LLC ("TRC"). TRC is a fast-growing US-based consultancy helping its clients define and deploy strategies to outperform. Its business focuses on four areas of expertise: growth strategy and value creation, pricing excellence, commercial effectiveness and resource productivity. This is Elixirr's largest acquisition to date, partially funded by an increase to £65m in our revolving credit facility with National Westminster Bank plc, a US$20.25 million term loan and the issuance of new Ordinary Shares.

• We were again recognised on Forbes' World's Best Management Consulting Firms 2025 list, Forbes' America's Best Management Consulting Firms 2025 list, and the Financial Times' UK Leading Management Consultants 2025 list, among other accolades, demonstrating our growing reputation and brand value.
• During the period, Graham Busby (formerly CFO) was appointed Deputy Chief Executive Officer ('CEO'). Nick Willott (formerly Finance Director and Company Secretary) was appointed as Chief Financial Officer ('CFO') and to the Elixirr Board.

[2] MCA - Growth Forecast: Average consulting market revenue growth forecast of 3.6% from 2024 to 2025, in comparison to Elixirr's 17% organic growth, and 35% overall, from H1 24 to H1 25.

[3] On a 12-month trailing basis.

Current Trading and Outlook

The Board remains confident in delivering organic FY 25 trading results in line with market expectations and enhanced by the acquisition of TRC Advisory.

Commenting on the results, Stephen Newton, Founder and Chief Executive Officer, said:

"H1 25 has been an exceptional and transformative period for Elixirr, marked by continued record-breaking profitable growth.

"Our entrepreneurial mindset and ambition to push the boundaries of what's possible has driven a series of impressive firsts for the firm. Our successful move from AIM to the Main Market of the London Stock Exchange on 1 July underscored an excellent H1 and was a particularly proud milestone and a testament to the commitment of our team and scale of our ambitions.

"As we broaden our market access through our growing client base and targeted acquisitions, we remain focused on helping our clients navigate their most critical challenges. With our acquisition of TRC Advisory, we are well-positioned to unlock even greater opportunities for our clients, shareholders and our team in the years ahead."

INTERIM MANAGEMENT REPORT

Financial Performance Review

[1] In order to provide better clarity to the underlying performance of the Group, Elixirr uses adjusted EBITDA, adjusted PBT and adjusted EPS as alternative performance measures ('APMs'). Please refer to note 2 of the Group's interim condensed consolidated financial statements.

The Board is pleased to report that the Group delivered a strong performance in H1 25, demonstrating continued growth in revenue and adjusted EBITDA, in line with our ambition to build the best consultancy in the world, focused on the technology of tomorrow. We have continued to provide our clients with a broad portfolio of exceptional services, capitalising on the recent acquisition of Hypothesis and the Partners hired and promoted in FY 24.

During H1 25, Group revenue increased to £71.4m with five record revenue months. This represents 35% absolute revenue growth compared to H1 24. Organic revenue growth was 17%, with £9.7m growth from expanding existing client accounts. Growth from new clients has increased significantly to £9.4m in H1 25 from £6.4m in H1 24. This growth in both new and existing clients highlights our rising brand strength and capacity to win new work, deepen key relationships, and sustain high retention, while harnessing the networks of new Partners from the market and through acquisitions.

The following revenue bridge displays the elements of the growth in revenue from £53.0m in H1 24 to £71.4m in H1 25.

The Group's revenue growth was supported by continued profitability. Group gross profit increased by 40% to £24.3m (H1 24: £17.4m) and was delivered at a 34% gross profit margin (H1 24: 33%). Group adjusted EBITDA increased by 42% compared to H1 24, totalling £21.5m (H1 24: £15.1m), and profitability improved with an adjusted EBITDA margin of 30% (H1 24: 29%).

EBITDA growth resulted in a 38% increase in adjusted profit before tax to £20.1m (H1 24: £14.5m), which includes the finance costs of the revolving credit facility. Adjusted diluted earnings per share grew by 35% to 29.0p (H1 24: 21.5p), which is materially consistent with adjusted profit before tax growth.

Net debt of £6.8m represents cash (£2.8m) net of the revolving credit facility (£9.7m). The facility was utilised during the period to partially fund a combination of net EBT share purchases (£12.1m) and Elixirr Digital Inc, Elixirr AI and Insigniam earn-out payments (£4.8m). Free cash flow increased by 12% compared to H1 24, a smaller increase than EBITDA, mainly due to a larger H1 25 debtors working capital outflow, reflecting stronger debtor collections at December 2024 (versus December 2023), with the swing in H1 25 coming off a particularly strong base.

Net assets as at 30 June 2025 totalled £120.1m (31 December 2024: £132.1m). The decrease in net assets during H1 25 includes the net increase in the cost of shares held by the EBT of £6.7m, foreign currency translation losses of £5.6m following the weakening of the US dollar, net of retained profit for the period of £0.4m (after the FY 24 final and interim dividends totalling £8.4m and net loss on the sale of shares by the EBT of £5.1m).

Operational Review

During the first half of FY 25, Elixirr capitalised on its diverse Group-wide offering to deliver outstanding client outcomes, deepening existing partnerships and building new relationships. Highlights include:

• Increased cross-sell across the Group, achieving £14.7m cross-sell revenue in H1 25 - 78% growth on the comparable period (H1 24: £8.3m), with particular focus on continuing to leverage the networks of all our acquisitions
• Scaled relationships with existing clients, growing our 'gold clients' (clients with £1m+ revenue) by 41% whilst simultaneously generating new client relationships
• Hosted Elixirr's inaugural Capital Markets Day, highlighting our work and differentiated approach across AI, digital, data and technology. The event provided investors with the opportunity to engage directly with the Partners delivering this work and to hear candid perspectives directly from our senior clients
• Held the Elixirr Group's annual Executive Summit, bringing together C-suite leaders to discuss the impact of emerging generational dynamics in business and how to succeed in an AI-native world
• Became the Official Digital Transformation Partner to both British Cycling and Gravel Burn, with a mandate to overhaul data and digital ecosystems and develop scalable platforms to significantly enhance the athlete and fan experience
• Celebrated our second cohort of graduates from our Data and AI Academy in South Africa, designed to give recent graduates hands-on experience in the IT industry. The programme helps us grow our own expert talent pool and expand our Centre of Excellence beyond Croatia, while giving back to the countries and communities that have contributed to Elixirr's success. Four of the fifteen graduates have joined Elixirr on a permanent basis

During the period, we implemented the following Board and Executive changes: Ian Ferguson stepped down from the Board to become a Board Advisor and Elixirr announced the appointment of Graham Busby as Deputy CEO and Nick Willott as CFO. Nick also joined the Board with effect from 1 January 2025.

In H1 25, we helped our clients tackle a variety of challenges, including:

• Embarking on a global ERP transformation across 140 countries with a $10bn global energy company, developing and optimising a critical service delivery team during country transitions, achieving overall system stability and reducing the original budget by 60% through various optimisations
• Partnering with a multinational facilities company to design and implement a new IT target operating model, strategy and execution roadmap, accelerating business-critical initiative delivery by 40% and boosting stakeholder satisfaction by 35% through consistent prioritisation
• Working with a leading non-profit to bridge the digital gap across its processes for assessing and implementing charitable initiatives, designing a target state platform to replace manual, disconnected workflows, unlocking greater efficiency, transparency, collaboration and human connection
• Defining a three-horizon roadmap with 50+ initiatives across data, AI and analytics for a major US retail & consumer goods company seeking to remain competitive in a data-driven market

Elixirr has been acknowledged in H1 25 through multiple awards and accolades, including:

• Recognised on the World's Best Management Consulting Firms list and America's Best Management Consulting Firms list by Forbes for 2025
• Listed as one of the UK's Leading Management Consultants 2025 by the Financial Times for our work across Data, Finance, Risk & Compliance, Innovation, Growth & New Business Models
• Recognised by Consultancy.UK as a Top Consulting Firm in the UK, earning platinum and gold rankings in twelve service areas, including Strategy, Data Science, Management and Innovation
• Listed on the Global Outsourcing 100® in 2025, the annual list of the world's best outsourcing service providers and advisors compiled by the International Association of Outsourcing Professionals (IAOP®)

Growth Strategy

Elixirr's growth strategy remains focused on maximising the potential of existing Partners, promoting internal talent, attracting new Partners, and pursuing strategic acquisitions to enhance capability and market presence.

Stretching our existing Partners

As part of its organic growth approach, Elixirr has continued to focus on increasing the performance and revenue contribution of its existing Partner team. In H1 25, revenue per Partner increased by 8% from £2.1m in H1 24 to £2.3m in H1 25. This continues the growth in this metric in each year since listing in 2020, driven by a multi-faceted approach that includes stronger client relationship management, a diversified and expanding service offering, and a robust incentivisation model.

Promoting Partners from within

In January 2025, Portia Thornhill was promoted to Partner. She serves as General Counsel for the firm. Portia brings several decades of legal experience, working both in private practice and as an in-house lawyer advising public companies.

Elixirr also announced two more Partner promotions, effective October 2025 - Nick Greenwood and Tash Rostance. Nick, who joined Elixirr in 2016 and rose through every rank to become Partner, has played a key role in shaping the firm's Technology M&A practice, advising clients across industries on strategic change initiatives, divestment and integration programmes. Tash first joined Elixirr as a consultant in 2017, where she led one of our first US clients. She has spent the last few years in the Group Chief Operating Officer ('COO') function, playing an integral role in Elixirr's acquisition strategy and ongoing integrations, developing teams and ensuring the smooth and efficient operation of the Group.

Of Elixirr's current Partner team, thirteen have been promoted from the Principal grade. Growing our own talent is also key to our future success, and we have remained focused on developing Principal talent during the first half of the year with both hiring at this grade externally as well as promoting Managers into the Principal grade.

Hiring new Partners

We have continued to progress our third growth pillar, hiring two new Partners so far in 2025.

Stuart Stern joined us in H1 25, bringing over 30 years of experience across both consulting and industry. Stuart has held senior leadership roles at Slalom, AWS and Accenture, leading major transformation programmes and complex cloud migrations for some of the world's largest companies. He has also served as VP of IT Strategy & Delivery at a Fortune 500 utility and pipeline company, and as Americas CIO at Allianz Global Corporate & Specialty, leading a major divestiture.

Conrad Troy also joined us in H1 25. Conrad is a digital transformation and ERP leader, previously holding senior roles at Deloitte, Infosys and KPMG, where he built and led global SAP practices, delivering major business transformation programmes across industries. He brings deep expertise in ERP strategy, AI integration, and creating transformation business cases that drive growth, efficiency and improved client outcomes.

In addition, we continue to build a pipeline of future Partner hires in key strategic focus areas and geographies.

Acquiring new businesses

During H1 25, we were very pleased with the performance of our most recent acquisitions, Insigniam (acquired December 2023) and Hypothesis (acquired October 2024). Insigniam complements the Group's existing service offerings by bringing specialist services in transformation, leadership alignment, cultural change and executive coaching, as well as additive industries such as healthcare, pharma and biotech. Hypothesis brings deep expertise in research, insights and strategy, strengthening Elixirr's ability to deliver data-driven, end-to-end solutions to clients. Hypothesis also brings a strong blue-chip client base, particularly in the consumer, technology and entertainment industries.

Acquiring top-quality businesses remains a key priority of our growth strategy. Looking across all our acquisitions saw the creation of additional value for our clients in H1 25, with £14.7m cross-sell revenue having been achieved in the period - 78% growth on the cross-sell revenue generated in H1 24. Through this proven growth, we will continue to add to our suite of capabilities and enhance our service offering for our clients, bringing new entrepreneurial leaders into our existing Partner team.

Post-period Events

Admission to Main Market

The transition from AIM to the Main Market of the London Stock Exchange, completed on 1 July 2025, represented a natural next step in the Group's evolution as a high-growth, tech-enabled consultancy, and a move which reflects the scale, maturity and ambition of Elixirr. Having delivered against key performance benchmarks, including the Rule of 40 and Rule of 50, and with a differentiated strategy focused on scale, profitability and innovation, the Main Market listing enhances Elixirr's access to broader institutional capital and index inclusion - supporting long-term value creation for shareholders. Elixirr will join the FTSE SmallCap Index with effect from 22 September 2025.

Increased Debt Facilities

On 18 September 2025, Elixirr announced an increase in its revolving credit facility with National Westminster Bank plc from £45m to £65m and the option of a US$20.25m term loan to support delivery of the Group's organic and inorganic growth strategy, whilst limiting equity dilution.

Acquisition

On 19 September 2025, Elixirr completed the acquisition of TRC, a US-based strategy consultancy, enhancing the firm's capabilities in strategy, go-to-market models, pricing disciplines and resource productivity. TRC brings deep expertise in the industrials and manufacturing sectors, working with leading organisations to deliver measurable business impact and significantly strengthening Elixirr's presence in these markets. Through the acquisition of TRC, we are pleased to add six new Partners to our team: Founder and Managing Director, Tim Romberger; Mason Kissell; Cyrus Patel; Mark Skoskiewicz; Garan Geist; and Hemal Vyas.

Outlook

The Board remains confident in delivering organic FY 25 trading results in line with market expectations and enhanced by the acquisition of TRC Advisory.

Gavin Patterson Stephen Newton

Chairman Chief Executive Officer

Principal Risks and Uncertainties

Consistent with other consulting and advisory businesses, we are exposed to a range of risks which, if not managed effectively, could impact our ability to deliver on our strategic objectives and may adversely affect our performance.

We have assessed our key risks, which are consistent with those outlined in our Prospectus published 24 June 2025 (see pages 9-18) in connection with our move from AIM to the Main Market. These include risks related to winning new client mandates; cross-selling and up-selling services to existing clients; attracting and retaining key personnel; executing and integrating acquisitions; maintaining key client relationships; protecting our brand and reputation; innovating and developing new capabilities; our exposure to clients in the financial services sector; and the potential impact of underutilisation of our Partners and employees or rising costs.

We regularly review our risk management framework to ensure it reflects the evolving nature of our business and the markets in which we operate.

Directors' Responsibility Statement

The Directors confirm, to the best of their knowledge, that the condensed consolidated set of financial statements has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' as adopted by the United Kingdom and that the interim management report includes a fair review of the information required by:

• DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
• DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the Group during that period; and any changes in the related party transactions described in the Annual Report 2024 that could do so.

By order of the Board

Stephen Newton Graham Busby Nicholas Willott

Chief Executive Officer Deputy Chief Executive Officer Chief Financial Officer

Interim Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2025

All results relate to continuing operations.

The notes form part of these interim condensed consolidated financial statements.

Interim Condensed Consolidated Statement of Financial Position

As at 30 June 2025

Share capital

Share capital represents the nominal value of share capital subscribed.

Share premium

Capital redemption reserve

EBT share reserve

The Employee Benefit Trust ('EBT') share reserve represents the cost of shares repurchased and held in the EBT.

Merger relief reserve

Foreign currency translation reserve

Retained earnings

The retained earnings reserve represents cumulative net gains and losses recognised in the statement of comprehensive income and equity-settled share-based payment reserves and related tax on share-based payments.

Interim Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2025

Notes to the Group's Interim Condensed Consolidated Financial Statements

Basis of Preparation and Significant Accounting Policies

1.1. General information

The Company is a public company limited by shares incorporated in England and Wales and domiciled in the UK. The share capital of the Company is listed on the London Stock Exchange. The address of the registered office is 12 Helmet Row, London, EC1V 3QJ and the Company number is 11723404.

The consolidated financial statements were authorised for issue in accordance with a resolution of the Directors on 19 September 2025.

1.2. Basis of preparation

These condensed consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards (IAS) 34 'Interim Financial Reporting'. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the Annual Report 2024. The financial information for the half years ended 30 June 2025 and 30 June 2024 do not constitute statutory accounts within the meaning of Section 434(3) of the Companies Act 2006 and are unaudited.

The annual financial statements of Elixirr International plc are prepared in accordance with UK-adopted International Accounting Standards. The comparative financial information for the year ended 31 December 2024 included within this report does not constitute the full statutory accounts for that period. The Annual Report 2024 has been filed with the Registrar of Companies. The Independent Auditor's Report on the Annual Report 2024 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under section 498(2) and 498(3) of the Companies Act 2006.

The accounting policies adopted are consistent with those of the previous financial year except for income tax expense, which is recognised based on management's estimate of the weighted average effective annual income tax rate expected for the full financial year. They are consistent with those of the corresponding interim reporting period.

1.3. Basis of consolidation

These financial statements consolidate the financial statements of the Company and its subsidiary undertakings as at 30 June 2025.

1.4. Measurement convention

These financial statements have been prepared under the historical cost convention, except as otherwise described in the accounting policies.

The preparation of the consolidated financial information in compliance with IFRS requires the use of certain critical accounting estimates and management judgements in applying the accounting policies. The significant estimates and judgements that have been made and their effect is disclosed in note 1.6.1.

1.5. Going concern

1.6. Material accounting policies

Please refer to the Group's last annual consolidated financial statements for full disclosure of the principal accounting policies that have been adopted in the preparation of these interim condensed consolidated financial statements. There have been no new accounting standards or policies adopted during the period that have had a material impact on the Group. The key accounting policies that affected the Group in the period are set out below.

1.6.1. Judgements and key sources of estimation uncertainty

In the process of applying the Group's accounting policies, the Directors have made judgements which are considered to have a significant effect on the amounts recognised in the financial statements for the period ending 30 June 2025. These judgements involve estimations for contingent consideration on acquisitions and the recognition of intangibles on acquisitions, including applying the Multi-period Excess Earnings method to estimate the fair value of customer relationships and order books.

The key sources of estimation uncertainty that could cause an adjustment to be required to the carrying amount of assets or liabilities within the next accounting period is contingent consideration arising on business combinations under IFRS 3. Contingent consideration contains estimation uncertainty as the earn-out potentially payable is linked to the future performance of the acquiree. In estimating the fair value of the contingent consideration, at both the acquisition date and the period end, management has estimated the potential future cash flows of the acquirees and assessed the likelihood of an earn-out payment being made. These estimates could potentially change as a result of events over the coming years.

1.6.2. Revenue recognition

This occurs as follows for the Group's various contract types:

• Time-and-materials contracts are recognised over time as services are provided at the fee rate agreed with the client where there is an enforceable right to payment for performance completed to date.

​

The Group's standard payment terms require settlement of invoices within 30 days of receipt.

1.6.3. Business combinations, goodwill and consideration

Business combinations

Goodwill

Contingent and non-contingent deferred consideration on acquisition

1.6.4. Foreign currency translation

Functional and presentational currency

Transactions and balances

1.6.5. Intangible assets

Software development

1.6.6. Tangible assets

Costs comprise purchase costs together with any incidental costs of acquisition.

1.6.7. Impairments of tangible and intangible assets

1.6.8. Employee benefits

Post-retirement benefits

The Group pays into defined contribution pension schemes on behalf of employees, which are operated by third parties. The assets of the schemes are held separately from those of the Group in independently administered funds.

Share-based payments

The cost of share-based employee compensation arrangements, whereby employees receive remuneration in the form of equity instruments, is recognised as an employee benefit expense in the statement of profit and loss.

The total expense to be apportioned over the vesting period of the benefit is determined by reference to the fair value (excluding the effect of non-market based vesting conditions) at the grant date. For share option and employee share purchase plans fair value is measured by use of Black Scholes option valuation model.

Please refer to note 13 for further details.

1.6.9. Earnings per share

The Group presents basic and diluted earnings per share on both a statutory and adjusted basis.

The calculation of diluted EPS assumes conversion of all potentially dilutive Ordinary shares. For share options, a calculation is performed to determine the number of share options that are potentially dilutive based on the number of shares that could have been acquired at fair value from the future assumed proceeds of the outstanding share options.

Alternative Performance Measures ('APMs')

In order to provide better clarity to the underlying performance of the Group, Elixirr uses adjusted EBITDA, adjusted PBT and adjusted EPS as alternative performance measures. These measures are not defined under IFRS. These non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, but have been included as the Directors consider adjusted EBITDA, adjusted PBT and adjusted EPS to be key measures used within the business for assessing the underlying performance of the Group's ongoing business across periods.

Adjusted EBITDA excludes the following items from operating profit: non-cash depreciation and amortisation charges, share-based payments and non-recurring M&A and Main Market-related items. Adjusted PBT excludes the following items from profit before tax: amortisation charges, share-based payments, non-recurring M&A and Main Market-related items and M&A-related non-cash finance costs. Adjusted EPS excludes the following items from profit after tax: amortisation charges, share-based payments, non-recurring M&A and Main Market-related items, M&A-related non-cash finance costs and their related tax impacts.

Potential Ordinary shares are treated as dilutive when their conversion to Ordinary shares would decrease EPS. Please refer to note 5 for further detail.

Segmental Reporting

IFRS 8 requires that operating segments be identified on the basis of internal reporting and decision-making. The Group is operated as one global business by its executive team, with key decisions being taken by the same leaders irrespective of the geography where work for clients is carried out. The Directors therefore consider that the Group has one operating segment. As such, no additional disclosure has been recorded under IFRS 8.

M&A and Main Market-related items

Earnings Per Share

Diluted EPS takes into consideration the Company's dilutive contingently issuable shares. The weighted average number of Ordinary shares used in the diluted EPS calculation is inclusive of the number of share options and ESPP matching awards that are expected to vest (subject to performance criteria being met) and the number of shares that may be issued to satisfy contingent M&A deferred consideration.

The profits and weighted average number of shares used in the calculations are set out below:

Goodwill

Goodwill arising on the acquisition of a business in FY 24 relates to the acquisition of Hypothesis and was calculated as the fair value of initial consideration paid less the fair value of the net identifiable assets at the date of the acquisition.

As set out in the FY 24 annual report, the contingent consideration amount recognised at 31 December 2024 for Hypothesis was estimated and pending finalisation. During H1 25 the amount was finalised and agreed with the sellers of Hypothesis, resulting in an adjustment to the fair value of the contingent consideration payable. As a result of this, the table above shows the corresponding measurement period adjustment to goodwill.

In line with IAS 36, the carrying value of goodwill is not subject to systematic amortisation but is reviewed at least annually for impairment. The Group performs an annual impairment assessment. At 30 June 2025, the Directors determined that there are no indications that the assets held are at risk of impairment.

Customer Relationships and Order Book

Additions in FY 24 represent the fair value of customer relationships and the order book from the acquisition of Hypothesis.

The fair values were determined by applying the Multi-Period Excess Earnings method. The amortisation charge is recognised within administrative expenses.

Receivables

Loans to shareholders represent amounts owed to the Company by shareholders, who are senior employees of the Group. The loans to shareholders are interest-free and expected to be repaid beyond one year. Non-current other receivables include property deposits and s455 tax receivable.

The carrying value of non-current other receivables and loans to shareholders is considered to be a reasonable approximation of their fair value, but has not been discounted to present value.

Trade receivables are non-interest bearing and receivable under normal commercial terms. Management considers that the carrying value of trade and other receivables approximates to their fair value. The expected credit loss on trade and other receivables was not material at the current or prior period ends.

Trade and Other Payables

Trade payables comprise amounts outstanding for trade purchases and ongoing costs.

Other Creditors and Other Non-current Liabilities

Contingent consideration in H1 25 includes earn-out payments which are contingent on performance and arose from the acquisition of Elixirr Digital Inc, Elixirr AI, Insigniam and Hypothesis.

Other non-current liability payments fall due beyond 12 months from the reporting date.

Loans and Borrowings

During FY 24 the Group agreed a £45 million revolving credit facility with National Westminster Bank Plc to support delivery of the Group's organic and inorganic growth strategy.

At 30 June 2025 the Group had £35.3 million of the facility unutilised.

Revolving credit facility at 30 June 2025:

The margin rate ranges from 1.95% to 2.60% and is dependent on leverage.

Share capital, Share premium and Merger Relief Reserve

H1 25 & FY 24

The total number of voting rights in the Company at 30 June 2025 was 48,187,415.

Ordinary shares

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.

Employee Benefit Trust ('EBT') Share Reserve

The EBT share reserve comprises of Ordinary and Redeemable Preference shares bought and held in the Group's EBT.

The below table sets out the number of EBT shares held and their weighted average cost:

H1 25

Share-based Payments

Share Option Plans

During H1 25, a total of 2,006,784 (H1 24: 2,000,392) share options were granted to employees and senior management. The weighted average fair value of the options awarded in the period is £2.13 (H1 24: £1.68) per share.

Details of share option awards made are as follows:

For the options exercised during H1 25, the weighted average share price at the date of exercise was £7.34.

The options outstanding at 30 June 2025 had a weighted average remaining contractual life of 2.4 years (H1 24: 2.5 years) and a weighted average exercise price of £5.20 (H1 24: £4.08) per share.

The options were fair valued at the grant date using the Black Scholes option valuation model. The inputs into the model were as follows:

Expected volatility was determined by calculating the historic volatility of the Company's share price. The expected expense calculated in the model has been adjusted, based on management's best estimate, for the effects of non-market-based performance conditions and employee attrition.

Reasonable changes in the above inputs do not have a material impact on the share-based payment charge in H1 25.

Employee Share Purchase Plan ('ESPP')

During H1 25, the Company awarded 202,139 (H1 24: 233,690) matching shares on the basis of one matching share for every one employee share purchased during FY 24. The matching shares vest equally over a 5-year period with the first tranche vesting on 31 January 2026.

Details of ESPP awards made are as follows:

Number of ESPP awards (000's)

Restricted Share Awards ('RSA')

During H1 25 the Company granted restricted share awards to Graham Busby, Deputy Chief Executive Officer, and Nick Willott, Chief Financial Officer, to further align the incentives of the executive management team with growing shareholder value.

The restricted share awards were granted in respect of Ordinary Shares, comprising 476,000 shares to Graham and 135,870 to Nick. The share awards remain subject to forfeiture conditions during the vesting period to 31 December 2027. Until then, the legal title to the shares is held by the Elixirr International Employee Benefit Trust ('EBT') on behalf of the beneficiaries. Vesting is subject to the continued tenure of each executive during the vesting term and the achievement of adjusted diluted EPS targets.

Ordinary Dividends

An interim Ordinary share dividend in respect of the financial year ended 31 December 2024 of 6.3 pence per Ordinary share was paid on 17 February 2025.

The Board proposed a final Ordinary share dividend in respect of the financial year ended 31 December 2024 of 11.5 pence per Ordinary share, which was approved by shareholders at the Annual General Meeting in June 2025, and paid on 20 August 2025.

Cash Flow Information

Cash generated from operations:

Related Party Disclosures

Related parties, following the definitions in IAS 24, are the Group's subsidiary companies, members of the Board, key management personnel and their families, and shareholders who have control or significant influence over the Group.

In H1 25, travel costs include £14,182 (H1 24: £6,470) for the hire of an aeroplane from Aviation E LLP. Stephen Newton, a member of the Board, is a member of Aviation E LLP.

In H1 25, revenue includes £58,797 (H1 24: Nil) for services performed for Cape Point Guest Lodges (Pty) Ltd and £12,681 (H1 24: £3,707) for services performed for Cape Point Wine (Pty) Ltd. Stephen Newton, a member of the Board, is a Director of both Cape Point Guest Lodges (Pty) Ltd and Cape Point Wine (Pty) Ltd.

Events After the Reporting Date

As disclosed in note 4, costs of £0.8m related to listing on the Main Market of the London Stock Exchange were recognised in H1 25. Following the reporting date, the Company completed its listing on the Main Market on 1 July 2025. Total costs of the Main Market listing were £1.5m including the amount recognised in H1 25.

On 20 August 2025 the Company paid the final Ordinary share dividend in respect of the financial year ended 31 December 2024. The amount paid of £5.4m represented 11.5 pence per Ordinary share.

On 18 September 2025, Elixirr agreed an increase in its revolving credit facility with National Westminster Bank plc from £45m to £65m and the option of a US$20.25m term loan to support delivery of the Group's organic and inorganic growth strategy, whilst limiting equity dilution.

On 19 September 2025, the Group acquired all the issued and outstanding membership interests of TRC, a US-based growth strategy consultancy firm, enhancing the firm's capabilities in strategy, go-to-market models, pricing disciplines and resource productivity. TRC brings deep expertise in the industrials and manufacturing sectors, working with leading organisations to deliver measurable business impact and significantly strengthening Elixirr's presence in these markets.

The Group acquired TRC for a maximum enterprise value of US$125m, which consists of:

• Initial consideration of US$41m payable in cash, subject to customary completion adjustments and holdbacks;
• Initial consideration of US$16m to be satisfied by issuing 1,428,526 Elixirr International plc Ordinary shares at a price of £8.20 per share;
• Contingent consideration of up to US$68m, comprised of:

o Top-up consideration of up to US$32m, to be determined by 30 April 2026 and, if earned, based on the achievement of agreed FY 25 EBITDA performance targets, will be payable up to US$24m in cash and up to US$8m to be satisfied by the issue of further Ordinary shares.

o Earn-out consideration of up to US$36m, payable over three years (FY 26, FY 27 and FY 28) in three instalments, at the Company's discretion, either in cash or through the issue of further Ordinary shares.

Disclosure of the amounts recognised as of the acquisition date for each major class of assets acquired and liabilities assumed, fair value adjustments and goodwill on the acquisition of TRC has not been made given the limited amount of time available between the acquisition date and the date this interim report was authorised for issue.

As at 19 September 2025, in accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company has 49,615,941 Ordinary shares in issue, of which none are held in Treasury. The total number of voting rights in the Company is 49,615,941. This figure of 49,615,941 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.