TIDMELIX

RNS Number : 0600H

Elixirr International PLC

04 April 2022

ELIXIRR INTERNATIONAL PLC

("Elixirr", the "Company" or the "Group")

Final Results for the Year Ended 31 December 2021

Elixirr International plc (AIM: ELIX), an established, global award-winning challenger consultancy, is pleased to announce its final results for the year ended 31 December 2021.

Financial Highlights

   --      Revenue increased by 67% to GBP50.6m (2020: GBP30.3 m) 
   --      Adjusted EBITDA* increased by 62% to GBP15.7m (2020: GBP9.7 m) 
   --      Adjusted EBITDA* margin of 31% (2020: 32%) 
   --      Profit before tax increased by 109% to GBP12.2m (2020: GBP5.8 m) 
   --      Adjusted diluted earnings per share* increased by 58% to 24.2p (2020: 15.3p) 
   --      Net cash position of GBP31.8m (2020: GBP17.5 m) 

-- FY 22 expectations of GBP70-75m revenue at an Adjusted EBITDA margin of 27-28%, including c.9 months' impact of the iOLAP acquisition

* Adjusted EBITDA excludes the following items from operating profit: non-cash depreciation and amortisation charges, share-based payments and non-recurring exceptional costs. Adjusted EPS excludes the following items from profit after tax: amortisation charges, share-based payments and non-recurring exceptional items and their related tax impacts.

Operating Highlights

   --      Continued progress executing the four-pillar growth strategy, including: 

1. Stretching existing Partners - organic revenue growth of 35%, including 100% growth in the US business. Continued growth in revenue per client-facing Partner.

2. Promoting Partners from within - two Principals, with a combined tenure of nearly twenty years, were promoted in the year.

3. Hiring new Partners - a further six new Partner hires into the team during the year (four in the US), with the former UK Chair of KPMG also joining as a Strategic Advisor.

4. Inorganic growth - acquisition of The Retearn Group Limited in April 2021, alongside the post period-end acquisition of iOLAP Inc., demonstrating our ability to execute successful M&A activity. The iOLAP acquisition, which was made at an initial consideration multiple of 6x FY 21 Adjusted EBITDA, adds specialist data and analytics capabilities and accelerates the growth of our US business. We continue to search for potential acquisition targets to enhance one or more of our capabilities, industries or geographical coverage.

-- Multiple awards received including a place on the 'Global Outsourcing 100' by the International Association for Outsourcing Professionals, multiple Drum awards for our digital marketing credentials as well as being listed as a leading management consultant by the Financial Times for our operations & supply chain services.

-- In 2021 the Group brought on over 80 new clients, maintaining high levels of client retention - of the 2021 client base, 50% were repeat business.

Commenting on the results, Founder & CEO, Stephen Newton said:

"2021 has been another phenomenal year for Elixirr. We have stayed resolute in our commitment to provide a bespoke and high-quality service to our clients, all made possible by the dedication and talent of our teams. This has contributed to our fantastic performance in the market this year and consistent growth since listing."

For further Information please contact:

 
 
    Elixirr International plc 
 
    Stephen Newton, CEO 
 
    Graham Busby, CFO 
 
    Public and Investor Relations contacts: 
    Caroline Pitt                                 investor-relations@elixirr.com 
 
    finnCap Ltd (Nominated Adviser & Sole 
    Broker) 
 
    Christopher Raggett / Kate Bannatyne 
    (Corporate Finance) 
 
    Alice Lane / Sunila De Silva (ECM)                 +44 (0)20 7220 0500 
 

About Elixirr International plc

Elixirr is an established global award-winning management consultancy, challenging the larger consultancies by delivering innovative and bespoke solutions to a repeat, globally-recognised client base.

Elixirr was founded in 2009, by Stephen Newton, Graham Busby, Ian Ferguson, Andy Curtis and Mark Goodyear, experienced business advisors who identified a market opportunity to provide bespoke, personal services as a 'challenger' to the traditional consultancy businesses in the market. Elixirr guides its clients to overcome challenges such as: future-proofing against technological disruption; development and roll-out of new propositions, products and services; incubating new businesses; navigating a more complex and multinational regulatory environment; and project management and implementation of major change programmes.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

Non-Executive Chairman's Report

OVERVIEW

I am pleased to introduce Elixirr's 2021 annual report. The business has performed exceptionally well in the last twelve months, with growth across capabilities and geographies whilst breaking into new industries, and it continues to prove its robust and differentiated proposition.

The Group delivered strong revenues over the year of GBP50.6 million, a 67% increase from GBP30.3 million in the year ended 31(st) December 2020, with eight record months of revenue achieved during the year. Profitability continues to be strong with FY 21 Adjusted EBITDA of GBP15.7 million representing a 31% EBITDA margin.

This year Elixirr continued to support its clients to tackle their toughest challenges in a disruptive market, helping them to adapt, transform and innovate to stay ahead of competition and we have seen growth in existing accounts whilst also bringing in a plethora of new clients. Despite the COVID-19 pandemic, the consulting industry sustained growth in 2021, and we continue to see the impact of this with strong, growing client demand.

Our performance can be attributed to strong organic traction across the Group, particularly in the US market, whilst continuing to strengthen and grow the Partner team across all geographies. The Group has also seen further opportunities through acquisition and leveraging the capabilities within acquired businesses.

We have continued to see growth in digital opportunities and utilised the procurement and self-funded transformation capabilities of our new acquisition, The Retearn Group Limited ('Retearn'), alongside our core consulting work. Elixirr's recent acquisition in March 2022 of US firm, iOLAP, is significant for the Group - bringing specialist data and analytics capabilities, including artificial intelligence (AI) and machine learning (ML) for which there is increasing market demand. We are looking forward to the positive impact iOLAP will have across the Group in FY 22.

In accordance with the high standards we uphold throughout our business, we are also committed to continually looking to improve both our own and our clients' ESG commitments. In our Annual Report we cover both the mandatory reporting of our direct emissions as well as information on our sustainability initiatives.

STRATEGY

The Board continues to observe the positive impact from the Group's four pillar growth strategy - a strategy that has been central to key activities during 2021. This Annual Report will explain the growth and advances we have delivered in each aspect of the strategy over the course of the year. The Board believes this diversified strategy positions the firm well for FY 22 and continued future growth.

GOVERNANCE

The Board recognises the importance of operating within a robust governance framework. Throughout the period the Group has continued to comply with the corporate governance code of the Quoted Companies Alliance (QCA). This includes ensuring that we have an appropriate balance of diverse skills and experience to deliver our strategic vision and objectives. The Board and its subcommittees include independent non-executive members with varying backgrounds and experience. The Board continues to monitor this on a regular basis.

OUTLOOK

Elixirr enters the new financial year in a strong position. The Board believes the Group is well positioned as it continues to grow and to exceed the expectations of its clients. The Board continues to work to ensure sustained success for the shareholders, clients and employees of the Group and it looks to the future with optimism.

Gavin Patterson

Non-Executive Chairman

1(st) April 2022

CEO's Report

OVERVIEW

In 2021 we worked across the value chain from strategy to execution whilst evolving our offering to meet market demands - continuing to get to the crux of our clients' key board room issues. Our team of consultants across the globe worked on more projects than ever before for business leaders and C-suite executives, helping them to solve critical business challenges with future-first innovation and strategy-led thinking.

Organic growth continues to underpin the business's success, and this was sustained in 2021 by expanding existing key accounts and maintaining high levels of client retention - of the 2021 client base, 50% were repeat business. We pride ourselves on a reputation of quality and building long-term relationships with clients, and our growth this year is testament to the excellence of our people and the lasting impact we make each day. In 2021 we continued to focus on deepening existing relationships, growing the value of multiple key accounts, so that we now have more than a dozen clients where each generates more than GBP1m of revenue for the Group. This continues to be a major focus for the Group in 2022.

Another crucial element of our organic growth is bringing on new clients and expanding into new markets. In 2021 we brought on over 80 new clients. We have also increased our penetration in growing industries, expanding our work in the healthcare, insurance and public sector areas as we continue to diversify the business alongside our traditional strengths in financial services, retail and digital.

As the fastest growing consulting market by spend in the world, the US continues to be our biggest focus area of growth geographically. Proving the commitment of the team there, we have seen incredible traction in this market over the past few years, and 2021 was no different. Our annual growth of 100% in the US in 2021 can be attributed to increasing revenues from existing clients and bringing in new logos - nearly doubling our US clients year-on-year. This was all supported by growth in both our US Partner team and the number of chargeable consultants joining the US team.

The importance of sustainability continues to grow, and in 2021 we have been guiding our clients in this space more than ever before, helping them to reduce their carbon footprints substantially. We have put sustainability at the centre within the spectrum of our capabilities - from helping clients reduce their digital carbon emissions, to supply chain assessments, helping to ensure businesses are equipped to make a real, maintainable impact into the future.

Our reputation in the market and amongst our clients is ever-increasing, and we were delighted to be recognised with multiple industry accolades in 2021. As a Group, we were nominated for 14 awards in a variety of categories and sectors. We were proud to earn a place on the 'Global Outsourcing 100' by the International Association for Outsourcing Professionals, also winning multiple Drum awards for our digital marketing credentials and being listed as a leading management consultant by the FT for our operations & supply chain services. I was also very proud personally to be recognised as a 'Global Leader in Consulting' by US Consulting Magazine again for 'Excellence in Execution'.

PERFORMANCE

I am delighted with the performance of Elixirr in the last twelve months. The Group delivered a record revenue result over the year of GBP50.6 million, a 67% increase from FY 20. In 2021, we delivered eight record months of revenue as the business grew throughout the year. I am particularly pleased that we have continued to achieve exceptional growth in the US market with a 100% increase in revenues compared with FY 20 - the US is a focal market for the Group.

Our Adjusted EBITDA of GBP15.7 million in FY 21 represented 31% of revenue, demonstrating Elixirr's positioning as a high value, high returns business.

GROWTH STRATEGY

We have made great progress over 2021 across all three organic elements of our four-pillar growth strategy - increasing revenue per Partner, bringing multiple new Partners into the business, and promoting Partners from within.

2021 saw exceptional progress of hires into our Partner team, with six new appointments into the team. All were selected based on their extensive networks, and respective industry expertise spanning financial services, media, TMT and healthcare.

We were also delighted to promote two Principals, both who truly embody the culture of Elixirr having been with the firm for almost a decade each, bringing huge value to the Partner team. Together, they set a great example of the potential career opportunities for those at junior grades, with one of those promoted having progressed through the business all the way from Analyst, our entry grade.

Whilst our roots remain in core strategy consulting, we are constantly seeking to add to the breadth and depth of our services. Therefore, our fourth growth pillar - acquiring new businesses - remained a key part of our strategy in 2021. Having expanded our digital capabilities in recent years, we were looking to further deepen our specialisms in 2021 and were delighted to announce the acquisition of Retearn in April 2021. Their procurement and self-funded transformation expertise has been hugely valuable alongside our traditional consulting work, and we have seen multiple cross-sell opportunities with clients across the Group.

One of the key strategic geographies for Elixirr is the US, and our dedicated internal M&A team has had an acute focus on this geography since our IPO. In March 2022 we were pleased to announce the acquisition of US firm iOLAP, and the scale and offering of the firm make this one of Elixirr's most significant milestones to date. Combining iOLAP's expertise in data and analytics with Elixirr's deep strategic and business consulting experience will continue to ensure we stay at the heart of key boardroom challenges, and I expect it to hugely influence our traction in the market in FY 22 and beyond.

OUR PEOPLE

We have continued to grow our team across the globe in the past year, more than doubling the number of hires we made from 2020 to 2021. We are committed to creating a firm of equal opportunity, with individuals measured purely by the work they do. 60% of our promotions in 2021 were female employees and over half of our hires last year were people from ethnic minority backgrounds. Diversity of thought is what truly matters to us, and that means diversity of people. It is with this attitude that we build a world-class team. Our male-to-female ratio across the firm is 58/42, and we speak over 28 languages. We welcome analysts from the best universities and business schools in the world and a plethora of previous careers, be it in industry, consulting, start-ups, or professional sport. This strategy continues to be complemented by our inorganic growth strategy, as we acquire businesses and their diverse teams.

With the challenges COVID-19 presented during 2020 in travel and gatherings, we were pleased in 2021 to finally bring our teams together from across the world for our yearly 'Indaba' event - a cultural immersion for new joiners across the Group to understand and experience Elixirr's core values.

Our culture has been formed on the premise of building a firm of entrepreneurs - a team who think and act like business owners, rather than traditional employees. Listing the firm allowed us to enable our team to become shareholders in Elixirr, and in June 2021 we introduced an optional Employee Share Purchase Plan ('ESPP') in addition to our existing employee option schemes. This really highlighted the commitment our people have and the tenure they expect with the business, as we had an uptake of over 50% for the ESPP scheme in its first year. Those who joined the ESPP enjoyed an average gain of 21% on their investment during FY 21. The recent ESPP enrolment for FY 22 has increased to 73% of the team, demonstrating huge commitment to the firm by the vast majority of our team.

OUTLOOK

Despite the challenges presented by the pandemic, macro-economic and more recently geo-political conditions since we listed in 2020, we have continued to demonstrate strong financial performance and have not only realised but exceeded our growth ambitions. The combination of keeping our clients central to our services, offering a unique proposition in the market, with relentless ambition and a focus on our strategy, puts us in a strong position as a Group.

Despite the current geo-political uncertainty, the Directors expect further growth in revenue and Adjusted EBITDA during FY 22. Including the impact of the acquisition of iOLAP, the Board's current expectation is that full year FY 22 revenue will be in the range of GBP70 million - GBP75 million with an Adjusted EBITDA margin in the range of 27 - 28%.

Stephen Newton

Founder & Chief Executive Officer

1(st) April 2022

Financial Review

 
                                 Year ended     Year ended 
                                31 December    31 December 
                                       2021           2020   % change 
----------------------------  -------------  -------------  --------- 
  Revenue                          GBP50.6m       GBP30.3m       +67% 
  Gross profit                     GBP17.7m       GBP11.2m       +58% 
  Adjusted EBITDA*                 GBP15.7m        GBP9.7m       +62% 
  Adjusted EBITDA margin*               31%            32%        -3% 
  Profit before tax                GBP12.2m        GBP5.8m      +109% 
  Adjusted diluted earnings 
   per share*                         24.2p          15.3p       +58% 
  Dividend per share                   4.1p           2.2p       +86% 
  Free cash flow                   GBP13.6m       GBP11.2m       +21% 
  Net cash                         GBP31.8m       GBP17.5m       +82% 
----------------------------  -------------  -------------  --------- 
 

* In order to provide better clarity to the underlying performance of the Group, Elixirr uses adjusted EBITDA and adjusted earnings per share as alternative performance measures ('APMs').

GROUP RESULTS

The Board is pleased to report that the Group has performed exceptionally well this financial year, continuing to grow revenue despite global macro uncertainty. The Group has seen organic growth in new and existing client accounts, delivering high-quality client service, as we continue to build long-term, trusted relationships with our clients. The Group successfully acquired Retearn in FY 21, integrating their product offerings and teams into the Group and delivering on enhanced capabilities to our client base. The Group has maintained healthy margins and good cash generation, ending the year in a strong financial position. In FY 21 the Group delivered revenue of GBP50.6 million and profitability continues to be strong with an Adjusted EBITDA of GBP15.7 million at a 31% margin.

REVENUE

Revenue increased by 67% to GBP50.6 million in FY 21 compared with GBP30.3 million in FY 20, with eight record months of revenue achieved during the year. Revenue growth was driven by both organic revenue growth of 35% and the impact of the acquisitions of Coast Digital Limited ('Coast Digital') and Retearn of 32%.

The double-digit growth in revenues is testament to the Group's relentless focus on continuing to build long-term, trusted relationships with our clients by consistently delivering innovative, impactful solutions to solve our clients' key business challenges. The Group's revenue growth is reflective of continuing strong demand for its existing service offering as well as the leveraging of new service capability to clients from the acquisitions of Coast Digital and Retearn.

Revenue growth was achieved in all geographic regions (UK, USA and Rest of World) in which the Group operates, and we have continued to achieve exceptional growth in the US market, having doubled revenues compared with FY 20. We are also pleased to report that revenue per client-facing Partner grew during the year, despite the difficult market environment, reflecting the quality and resilience of our Partner team.

GROUP PROFITABILITY

Group gross profit increased by 58% to GBP17.7 million (FY 20: GBP11.2 million), reflecting revenue growth, strong consultant utilisation and investment in the team. The investment in the team included an increase in the average team headcount to deliver revenue, implementation of the ESPP, granting of share options and promotion-related pay increases.

Administrative expenses increased by 27%, principally reflecting the increased share-based payment costs in FY 21 as a result of share option grants. Further detail of share-based payments is set out in note 24 of the Group and Company Financial Statements of this report.

Group Adjusted EBITDA grew 62% and was delivered at a 31% margin (FY 20: 32%). The increased costs associated with the resumption of travel and business development activities were partially offset by improved profitability as a result of improved utilisation of consultants.

Profit before tax (after exceptional items) grew 109% to GBP12.2 million (FY 20: GBP5.8 million) and was delivered at an improved margin of 24.0% (FY 20: 19%). Further detail of exceptional items is set out in note 5 of the Group and Company Financial Statements of this report.

NET FINANCE EXPENSE

Net finance expense of GBP0.22 million for FY 21 includes interest on the Group lease liability. The net finance expense decreased by 67% due to not having incurred preference dividends in FY 21 as a result of the 10% non-redeemable cumulative preference shares having been extinguished in FY 20 as part of the Group restructure transactions explained further in note 22 of the Group and Company Financial Statements. As at 31(st) December 2021 the Group has no interest rate risk exposure.

TAXATION

The Group's tax charge for FY 21 was GBP2.0 million, reflecting a lower effective tax rate of 17% compared with 18% in FY 20. This was largely due to research and development tax relief claimed for prior periods and allowable trademark amortisation deductions. The Group's cash tax payment in the year was GBP2.5 million (FY 20: GBP1.2 million). For further detail on taxation see notes 8 and 9 of the Group and Company Financial Statements. Adjusted profit after tax, used in calculating adjusted earnings per share, is shown after adjustments for the applicable tax on adjusting items as set out in note 6.

EARNINGS PER SHARE

Adjusted diluted earnings per share increased by 58% to 24.2p. Adjusting items and their tax impacts are set out in note 6. As at 31(st) December 2021, 11,339,056 share options (excluding acquisition options for fixed monetary amounts and ESPP matching grants) were outstanding.

CASH FLOW

The Group's net cash position increased by 82% to GBP31.8 million (FY 20: GBP17.5 million) with a 21% increase in free cash flow due to improved operating cash flow generation driven by business growth and efficient working capital management. The Group enjoyed strong cash generation with net cash flow generated from operations of GBP14.3 million in FY 21 (FY 20: GBP12.2 million), including some working capital timing benefit. The Group continues to see conversion of adjusted EBITDA less tax to operating cash of c.100%.

Net cash utilised in investing activities reflects GBP2.9 million cash consideration for the acquisition of Retearn plus additional cash consideration of GBP0.4 million for surplus cash on acquisition, net of cash of GBP0.7 million acquired on acquisition. A further GBP0.6 million for surplus cash on acquisition of Coast Digital was also paid in FY 21.

Net cash generated from financing activities of GBP3.1 million represents net inflow for Employee Benefit Trust ('EBT') share sales less purchases of GBP2.1 million plus net Partner loan repayments (net of associated section 455 tax charge) of GBP2.7 million, less dividend payment of GBP1.0 million and office lease payments of GBP0.7 million.

STATEMENT OF FINANCIAL POSITION

Net assets as at 31(st) December 2021 totalled GBP86.0 million (FY 20: GBP70.7 million). The increase in net assets is as a result of share premium of GBP5.2 million for Ordinary shares issued as consideration for the acquisition of Retearn and gain on sale of shares by the EBT, retained profit for the year of GBP11.0 million (after FY 20 final dividend of GBP1.0 million offset by GBP1.2 million add back of share-based payments charge), partially offset by net EBT share purchases of GBP0.9 million.

DIVIDS

No interim Ordinary share dividends were paid in relation to FY 20 or FY 21. The Company paid a final Ordinary share dividend in respect of FY 20 of 2.2 pence per Ordinary share in August 2021. The Directors are proposing a final Ordinary share dividend in respect of FY 21 of 4.1 pence per Ordinary share, representing an 86% increase in dividend per share compared with FY 20.

Group Statement of Comprehensive Income

For the year ended 31(st) December 2021

 
                                                                              Year ended                    Year ended 
                                                                        31 December 2021              31 December 2020 
                                                        Note                    GBP'000s                      GBP'000s 
------------------------------------------------------  ----  --------------------------  ---------------------------- 
Revenue                                                    4                      50,611                        30,318 
Cost of sales                                                                   (32,913)                      (19,128) 
------------------------------------------------------  ----  --------------------------  ---------------------------- 
Gross profit                                                                      17,698                        11,190 
Administrative expenses                                                          (5,161)                       (3,982) 
------------------------------------------------------  ----  --------------------------  ---------------------------- 
Operating profit before exceptional items                  5                      12,537                         7,208 
 
Depreciation                                                                         670                           730 
Amortisation of intangible assets                                                  1,378                         1,741 
Share-based payments                                                               1,152                            47 
Adjusted EBITDA                                            6                      15,737                         9,726 
                                                        ----  -------------------------- 
 
Exceptional items                                          5                       (154)                         (730) 
------------------------------------------------------  ----  --------------------------  ---------------------------- 
Operating profit                                           5                      12,383                         6,478 
Finance income                                                                        29                            20 
Finance costs                                                                      (246)                         (680) 
------------------------------------------------------  ----  --------------------------  ---------------------------- 
Net finance expense                                        7                       (217)                         (660) 
Profit before taxation                                     5                      12,166                         5,818 
Taxation                                                   8                     (2,022)                       (1,024) 
------------------------------------------------------  ----  --------------------------  ---------------------------- 
Profit for the period                                                             10,144                         4,794 
------------------------------------------------------  ----  --------------------------  ---------------------------- 
 
Other comprehensive income 
Items that may be subsequently reclassified to profit 
and loss: 
Currency translation on foreign currency net 
 investments                                                                         123                          (26) 
Other comprehensive income, net of tax                                               123                          (26) 
 
Total comprehensive income                                                        10,267                         4,768 
------------------------------------------------------  ----  --------------------------  ---------------------------- 
 
Basic earnings per Ordinary share (p)                     11                       22.04                         11.73 
Diluted earnings per Ordinary share (p)                   11                       20.01                         10.75 
 

All results relate to continuing operations.

The notes form part of these accounts.

Group and Company Statements of Financial Position

As at 31(st) December 2021

 
                                                Group                                      Company 
 
                                   31 December 2021   31 December 2020             31 December 2021   31 December 2020 
                          Note             GBP'000s           GBP'000s                     GBP'000s           GBP'000s 
--------------------  --------  -------------------  -----------------  ---------------------------  ----------------- 
Assets 
Non-current assets 
Intangible assets           13               56,193             51,188                            -                  - 
Property, plant and 
 equipment                  15                5,496              5,545                            -                  - 
Investments                 16                    -                  -                       63,807             55,156 
Other receivables           17                1,535                596                        1,104                  - 
Loans to 
 shareholders               17                3,991              7,784                        3,991              6,672 
Deferred tax asset           9                1,197                161                            -                161 
Total non-current 
 assets                                      68,412             65,274                       68,902             61,989 
--------------------  --------  -------------------  -----------------  ---------------------------  ----------------- 
 
Current assets 
Trade and other 
 receivables                17                6,963              4,220                        1,928              3,000 
Cash and cash 
 equivalents                18               31,795             17,503                       13,576             10,678 
Total current assets                         38,758             21,723                       15,504             13,678 
--------------------  --------  -------------------  -----------------  ---------------------------  ----------------- 
 
Total assets                                107,170             86,997                       84,406             75,667 
--------------------  --------  -------------------  -----------------  ---------------------------  ----------------- 
 
Liabilities 
Current liabilities 
Trade and other 
 payables                   19               12,055              8,107                          134                403 
Loans and borrowings        20                  485                448                            -                  - 
Corporation tax                               1,150              1,157                           11                 61 
Other creditors             21                  436                612                          436                612 
Total current 
 liabilities                                 14,126             10,324                          581              1,076 
--------------------  --------  -------------------  -----------------  ---------------------------  ----------------- 
 
Net current assets                           24,632             11,399                       14,923             12,602 
--------------------  --------  -------------------  -----------------  ---------------------------  ----------------- 
 
Non-current 
liabilities 
Loans and borrowings        20                4,760              4,837                            -                  - 
Deferred tax 
 liability                   9                  623                547                            -                  - 
Other non-current 
 liabilities                21                1,620                601                        1,370                406 
Total non-current 
 liabilities                                  7,003              5,985                        1,370                406 
--------------------  --------  -------------------  -----------------  ---------------------------  ----------------- 
 
Total liabilities                            21,129             16,309                        1,951              1,482 
--------------------  --------  -------------------  -----------------  ---------------------------  ----------------- 
 
Net assets                                   86,041             70,688                       82,455             74,185 
--------------------  --------  -------------------  -----------------  ---------------------------  ----------------- 
 
Equity 
Share capital               22                   52                 52                           52                 52 
Share premium               22               24,952             19,729                       24,952             19,729 
Capital redemption 
 reserve                                          2                  2                            2                  2 
EBT share reserve           23              (2,193)            (1,248)                      (2,193)            (1,248) 
Merger relief 
 reserve                    22               46,870             46,870                       46,870             46,870 
Foreign currency 
 translation reserve                             51               (72)                            -                  - 
Retained earnings                            16,307              5,355                       12,772              8,780 
Total shareholders' 
 equity                                      86,041             70,688                       82,455             74,185 
--------------------  --------  -------------------  -----------------  ---------------------------  ----------------- 
 

As permitted by section 408 of the Companies Act 2006, a separate statement of comprehensive income of the parent Company has not been presented. The Company's profit for the year was GBP4,006,320 (FY 20: GBP9,397,979).

The notes form part of these accounts.

The Financial Statements were approved by the Board of Directors on 1(st) April 2022 and were signed on its behalf by:

Stephen Newton

Director

Group Statement of Changes in Equity

For the year ended 31(st) December 2021

 
                                                                                      Foreign 
                                                   Capital               Merger      currency 
                              Share     Share   redemption  EBT share    relief   translation   Retained 
                            capital   premium      reserve    reserve   reserve       reserve   earnings     Total 
Group                      GBP'000s  GBP'000s     GBP'000s   GBP'000s  GBP'000s      GBP'000s   GBP'000s  GBP'000s 
-------------------------  --------  --------  -----------  ---------  --------  ------------  ---------  -------- 
 
As at 31 December 
 2019 and 01 January 
 2020                             3         -            -          -    43,497          (46)      1,182    44,636 
 
Comprehensive income 
Profit for the 
 period                           -         -            -          -         -             -      4,794     4,794 
Other comprehensive 
 income                           -         -            -          -         -          (26)          -      (26) 
Transactions with 
 owners 
Share issues                      1        23            -          -         -             -          -        24 
Contributions of 
 equity, net of 
 transaction costs                -    18,583            -          -         -             -          -    18,583 
Share issue as 
 consideration for 
 a business combination           -     1,123            -          -         -             -          -     1,123 
Preference shares 
 reclassified from 
 loans and borrowings            50         -            -          -         -             -          -        50 
Share buy-backs 
 at par and cancelled           (2)         -            2          -   (3,127)             -      (820)   (3,947) 
Acquisition of 
 Ordinary shares                  -         -            -    (1,198)         -             -          -   (1,198) 
Acquisition of 
 Redeemable Preference 
 shares                           -         -            -       (50)         -             -          -      (50) 
Redesignation/conversion 
 of shares                        -         -            -          -     6,500             -          -     6,500 
Share-based payments              -         -            -          -         -             -         47        47 
Deferred tax recognised 
 in equity                        -         -            -          -         -             -        152       152 
As at 31 December 
 2020 and 
 01 January 2021                 52    19,729            2    (1,248)    46,870          (72)      5,355    70,688 
-------------------------  --------  --------  -----------  ---------  --------  ------------  ---------  -------- 
 
Comprehensive income 
Profit for the 
 period                           -         -            -          -         -             -     10,144    10,144 
Other comprehensive 
 income                           -         -            -          -         -           123          -       123 
Transactions with 
 owners 
Share issue as 
 consideration for 
 a business combination           -     2,154            -          -         -             -          -     2,154 
Dividends                         -         -            -          -         -             -    (1,014)   (1,014) 
Share-based payments              -         -            -          -         -             -      1,152     1,152 
Deferred tax recognised 
 in equity                        -         -            -          -         -             -        670       670 
Sale of Ordinary 
 shares                           -     3,069            -      2,705         -             -          -     5,774 
Acquisition of 
 Ordinary shares                  -         -            -    (3,650)         -             -          -   (3,650) 
As at 
 31 December 2021                52    24,952            2    (2,193)    46,870            51     16,307    86,041 
-------------------------  --------  --------  -----------  ---------  --------  ------------  ---------  -------- 
 

The notes form part of these accounts. Please refer to note 29 for explanations of reserve accounts.

Company Statement of Changes in Equity

For the year ended 31(st) December 2021

 
                                                       Capital               Merger 
                                  Share     Share   redemption  EBT share    relief   Retained 
                                capital   premium      reserve    reserve   reserve   earnings     Total 
Company                        GBP'000s  GBP'000s     GBP'000s   GBP'000s  GBP'000s   GBP'000s  GBP'000s 
-----------------------------  --------  --------  -----------  ---------  --------  ---------  -------- 
 
As at 31 December 
 2019 and 
 01 January 2020                      3         -            -          -    43,497          4    43,504 
 
Comprehensive income 
Profit for the period                 -         -            -          -         -      9,397     9,397 
Other comprehensive                   -         -            -          -         -          -         - 
 income 
Transactions with 
 owners 
Share issues                          1        23            -          -         -          -        24 
Contributions of 
 equity, net of transaction 
 costs                                -    18,583            -          -         -          -    18,583 
Share issue as consideration 
 for a business combination           -     1,123            -          -         -          -     1,123 
Preference shares 
 reclassified from 
 loans and borrowings                50         -            -          -         -          -        50 
Share buy-backs 
 at par and cancelled               (2)         -            2          -   (3,127)      (820)   (3,947) 
Acquisition of Ordinary 
 shares                               -         -            -    (1,198)         -          -   (1,198) 
Acquisition of Redeemable 
 Preference shares                    -         -            -       (50)         -          -      (50) 
Redesignation/conversion 
 of shares                            -         -            -          -     6,500          -     6,500 
Share-based payments                  -         -            -          -         -         47        47 
Deferred tax recognised 
 in equity                            -         -            -          -         -        152       152 
As at 31 December 
 2020 and 
 01 January 2021                     52    19,729            2    (1,248)    46,870      8,780    74,185 
-----------------------------  --------  --------  -----------  ---------  --------  ---------  -------- 
 
Comprehensive income 
Profit for the period                 -         -            -          -         -      4,006     4,006 
Transactions with 
 owners 
Share issue as consideration 
 for a business combination           -     2,154            -          -         -          -     2,154 
Dividends                             -         -            -          -         -    (1,014)   (1,014) 
Share-based payments                  -         -            -          -         -      1,152     1,152 
Deferred tax recognised 
 in equity                            -         -            -          -         -      (152)     (152) 
Sale of Ordinary 
 shares                               -     3,069            -      2,705         -          -     5,774 
Acquisition of Ordinary 
 shares                               -         -            -    (3,650)         -          -   (3,650) 
As at 
 31 December 2021                    52    24,952            2    (2,193)    46,870     12,772    82,455 
-----------------------------  --------  --------  -----------  ---------  --------  ---------  -------- 
 

The notes form part of these accounts. Please refer to note 29 for explanations of reserve accounts.

Group and Company Cash Flow Statements

For the year ended 31(st) December 2021

 
                                             Group                                                     Company 
 
                                 31 December                    31 December                      31 December                  31 December 
                                        2021                           2020                             2021                         2020 
               Note                 GBP'000s                       GBP'000s                         GBP'000s                     GBP'000s 
-------------  ----  -----------------------  -----------------------------  -------------------------------  --------------------------- 
 
Cash flows 
from 
operating 
activities: 
Cash 
 generated 
 from 
 operations      25                   16,856                         13,309                            4,265                        7,127 
Taxation paid                        (2,527)                        (1,156)                             (86)                            - 
Net cash generated 
 from 
 operating 
 activities                           14,329                         12,153                            4,179                        7,127 
-------------------  -----------------------  -----------------------------  -------------------------------  --------------------------- 
 
Cash flows 
from 
investing 
activities: 
Purchase of 
 property, 
 plant and 
 equipment                              (98)                           (33)                                -                            - 
Payment for 
 acquisition 
 of 
 subsidiary, 
 net 
 of cash 
 acquired                            (3,179)                        (1,449)                          (4,000)                      (2,710) 
Interest 
 received                                 33                             17                               32                            8 
Net cash utilised 
 in investing 
 activities                          (3,244)                        (1,465)                          (3,968)                      (2,702) 
-------------------  -----------------------  -----------------------------  -------------------------------  --------------------------- 
 
Cash flows 
from 
financing 
activities: 
Issue of 
 Ordinary 
 share 
 capital                                   -                         18,607                                -                       18,607 
Issue of 
 Redeemable 
 Preference 
 shares                                    -                             50                                -                           50 
Non-redeemable 
 Preference 
 share dividend                            -                          (518)                                -                        (518) 
Capital 
 reduction 
 and 
 share 
 buy-backs                                 -                          (626)                                -                      (3,946) 
EBT Ordinary 
 share 
 purchases                           (3,649)                        (1,198)                          (3,649)                      (1,198) 
EBT Ordinary 
 share 
 sales                                 5,774                              -                            5,774                            - 
Redeemable 
 Preference 
 shares repurchased                        -                           (50)                                -                         (50) 
Loans to 
 shareholders                        (4,500)                        (9,839)                          (4,500)                      (6,673) 
Loans repaid 
 by 
 shareholders                          8,293                              -                            7,181                            - 
s455 tax paid 
 re loans 
 to 
 shareholders                        (1,104)                              -                          (1,104)                            - 
Repayment of                               -                        (1,625)                                -                            - 
borrowings 
Lease 
 liability 
 payments                              (448)                          (623)                                -                            - 
Interest paid                          (246)                          (293)                                -                         (20) 
Ordinary 
 share 
 dividends 
 paid to 
 shareholders                        (1,014)                              -                          (1,014)                            - 
Net cash generated 
 from 
 financing 
 activities                            3,106                          3,885                            2,688                        6,252 
-------------------  -----------------------  -----------------------------  -------------------------------  --------------------------- 
 
Net increase in 
 cash and 
 cash equivalents                     14,191                         14,573                            2,898                       10,678 
-------------------  -----------------------  -----------------------------  -------------------------------  --------------------------- 
Cash and cash 
 equivalents 
 at beginning 
 of the period                        17,503                          3,001                           10,678                            - 
Effects of exchange 
 rate 
 changes on 
 cash and cash 
 equivalents                             101                           (71)                                -                            - 
Cash and cash 
 equivalents 
 at end 
 of the period                        31,795                         17,503                           13,576                       10,678 
-------------------  -----------------------  -----------------------------  -------------------------------  --------------------------- 
 

The notes form part of these accounts.

Notes to the Financial Statements

   1.   BASIS OF PREPARATION 

1.1. General information

Elixirr International PLC (the "Company") and its subsidiaries' (together the "Group") principal activities are the provision of consultancy services.

The Company is a limited company incorporated in England and Wales and domiciled in the UK. The address of the registered office is 12 Helmet Row, London, EC1V 3QJ and the Company number is 11723404.

1.2. Basis of preparation

The financial statements have been prepared in accordance with UK adopted international accounting standards.

The presentational currency of these financial statements and the functional currency of the Group is pounds sterling.

1.3. Basis of consolidation

These financial statements consolidate the financial statements of the Company and its subsidiary undertakings as at 31(st) December 2021.

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 consolidated financial information has been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

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 2.1.

1.5. Going concern

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operation for the foreseeable future. The Group's forecasts and projections, taking into account reasonable possible changes in trading performance, show that the Group has sufficient financial resources, together with assets that are expected to generate cash flow in the normal course of business. Accordingly, the Directors have adopted the going concern basis in preparing these consolidated financial statements.

   2.   SIGNIFICANT ACCOUNTING POLICIES 

The principal accounting policies adopted in the preparation of the financial statements of the Group and Company, which have been applied consistently to the period presented, are set out below.

2.1. Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make estimates and judgements that affect the reported amounts of assets, liabilities, costs and revenue in the financial statements. Actual results could differ from these estimates. The judgements, estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.

In the process of applying the Group's accounting policies, the Directors have made no judgements (excluding those involving estimations), which are considered to have a significant effect on the amounts recognised in the financial statements for the year ending 31(st) December 2021.

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 are:

-- Revenue is recognised in line with time worked on a project unless the engagement is conditional or contingent. Management review accrued revenue to determine whether there is any likelihood of any amendments or provisions required based on project progress and relationship with the client.

-- Full provision is made for loss making projects in the period in which the loss is first foreseen, and for the cost of conditional or contingent engagements prior to the event occurring. Estimation is required of costs to complete and the provision necessary.

-- The Group's policy on recognising an impairment of the trade receivables balance is based on a review of individual receivable balances, their ageing and management's assessment of realisation. This review and assessment is conducted on a continuing basis and any material change in management's assessment of trade receivable impairment is reflected in the carrying value of the asset.

-- Provisions for dilapidations are accrued based on estimation of the cost expected to crystallise on vacating leased premises.

-- In determining the fair value of intangible assets arising on business combinations, management is required to estimate the timing and amount of future cash flows applicable to the intangible assets being acquired.

-- Amortisation period of trademarks and customer relationships is an estimate based on the expected useful life and is assessed annually for any changes based on current circumstances.

-- Management has estimated the share-based payments expense under IFRS 2. In determining the fair value of share-based payments, management has considered several internal and external factors in order to judge the probability that management and employee share incentives may vest and to assess the fair value of share options at the date of grant. Such assumptions involve estimating a number of future performance and other factors.

-- The Coast Digital and Retearn contingent consideration calculations under IFRS 3 contain estimation uncertainty, as the earn-out potentially payable in each case 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.

2.2. Revenue recognition

Revenue is measured as the fair value of consideration received or receivable for satisfying performance obligations contained in contracts with clients, excluding discounts and Value Added Tax. Variable consideration is included in revenue only to the extent that it is highly probable that a significant reversal will not be required when the uncertainties determining the level of variable consideration are resolved. This occurs as follows for the Group's various contract types:

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

-- Fixed-fee contracts are recognised over time based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided where there is an enforceable right to payment for performance completed to date. This is determined based on the actual inputs of time and expenses relative to total expected inputs.

-- Performance-fee contracts are recognised when the right to consideration arises on having met the relevant performance-related elements.

-- Contingent-fee contracts, over and above any agreed minimum fee, are recognised at the point in time that the contingent event occurs and the Group has become entitled to the revenue.

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.

For time-and-materials and fixed-fee contracts, fees are normally billed on a monthly basis. For performance-fee and contingent-fee contracts, fees are normally billed and paid when entitlement to the revenue has been established. 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. Contract assets are reclassified as receivables when billed and the consideration has become unconditional because only the passage of time is required before payment is due.

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

The Group does not adjust the transaction price for the time value of money as it does not expect to have any contracts where the period between the transfer of the promised services to the client and the payment by the client exceeds one year.

2.3. Business combinations, goodwill and consideration

Business combinations

The Group applies the acquisition method of accounting to account for business combinations in accordance with IFRS 3, 'Business Combinations'.

The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the consideration transferred over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. All transaction related costs are expensed in the period they are incurred as operating expenses. If the consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in the income statement.

The Group acquired the trade and some of the assets of Elixirr Partners LLP, an entity under common control, on 1(st) July 2019.

Transactions with entities under common control are not within the scope of IFRS 3 "Business Combinations". In these circumstances IAS 8 requires the Directors to develop a policy that is relevant to the decision-making needs of the users and that is reliable as there is no specific applicable standard or interpretation.

Having considered the nature of the transaction, noting that some assets were not transferred with the business and the anticipation of a future corporate transaction, the Directors chose to apply IFRS 3 as this was considered to be the most appropriate method to reflect the acquisition.

On 28(th) October 2020 the Group acquired 100% of the share capital and voting interests of Coast Digital, a digital marketing business. The difference between the fair value of the purchase consideration of GBP4,999,521 and the fair value of the identifiable assets acquired and liabilities assumed of GBP2,143,683 was recognised as goodwill of GBP2,855,838. The goodwill is attributable to the company's workforce and working methodologies and it is not deductible for tax purposes.

On 9(th) April 2021 the Group acquired 100% of the share capital and voting interest of Retearn, a procurement, transformation and insights consultancy firm. The difference between the fair value of the purchase consideration of GBP7,361,052 and the fair value of the identifiable assets acquired and liabilities assumed of GBP2,103,563 was recognised as goodwill of GBP5,257,489. The goodwill is attributable to the company's workforce and working methodologies and it is not deductible for tax purposes. Please refer to note 14 for further details.

Goodwill

Goodwill is initially measured at cost and any previous interest held over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in the income statement.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired.

The Group performs impairment reviews at the reporting period end to identify any goodwill or intangible assets that have a carrying value that is in excess of its recoverable amount. Determining the recoverability of goodwill and the intangible assets requires judgement in both the methodology applied and the key variables within that methodology. Where it is determined that an asset is impaired, the carrying value of the asset will be reduced to its recoverable amount with the difference recorded as an impairment charge in the income statement.

In accordance with IAS 36, the Group has tested goodwill for impairment at the reporting date. No goodwill impairment was deemed necessary as at 31(st) December 2021. For further details on the impairment review please refer to note 13.

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 consideration is settled in shares, the consideration is classified as equity, it is not re-measured, and settlement is accounted for within equity. Otherwise, subsequent changes to fair value of the deferred consideration are recognised in the statement of comprehensive income.

2.4. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profits as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's and Company's liability for current tax is calculated using tax rates that have been enacted or substantially enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2.5. Foreign currency translation

Functional and presentational currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in 'sterling', which is the Group's and Company's functional currency and presentation currency.

On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

2.6. Intangible assets

Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets acquired in a business combination are initially measured at their fair value (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and any accumulated impairment losses.

Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy the definition of an intangible asset under IAS 38. Such assets are only recognised if either:

-- They are capable of being separated or divided from the company and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, identifiable asset or liability, regardless of whether the company intends to do so; or

-- They arise from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations.

The cost of such intangible assets is the fair value at the acquisition date. All intangible assets acquired through business combinations are amortised over their estimated useful lives. The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of the intangibles acquired in business combinations are as follows:

 
 Intangible asset         Useful economic life      Valuation method 
-----------------------  ------------------------  -------------------- 
 Trademark                33.33% reducing balance   Relief from Royalty 
                           method                    method 
 Customer relationships   10% reducing balance      Multi-Period Excess 
                           method                    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           Useful economic life 
  asset 
-----------------------  --------------------- 
 Leasehold improvements   Over the life of the 
                           lease 
 Computer equipment       3 years 
 Fixtures and fittings    3 years 
-----------------------  --------------------- 
 

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, if there is an indication of a significant change since the last reporting date. Low value equipment including computers is expensed as incurred.

2.8. Impairments of tangible and intangible assets

At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit and loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit and loss.

2.9. Employee benefits

Post-retirement benefits

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

The amount charged to the income statement represents the contributions payable to the scheme in respect of the accounting period.

Share-based payments

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

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

At the end of each reporting period the assumptions underlying the number of awards expected to vest are adjusted for the effects of non-market based vesting conditions to reflect conditions prevailing at that date. The impact of any revisions to the original estimates is recognised in the statement of profit or loss, with a corresponding adjustment to equity.

Please refer to note 24 for further details.

   2.10.     Earnings per share 

The Group presents basic and diluted earnings per share on an IFRS basis. In calculating the weighted average number of shares outstanding during the period, any share restructuring is adjusted to allow comparability with other periods.

Basic earnings per share is calculated by dividing the profit attributable to the Group's Ordinary shareholders by the weighted average number of Ordinary shares outstanding during the period.

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

   2.11.     Financial instruments 

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are recognised on trade date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at fair value plus, in the case of a financial instrument not a fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument. Financial instruments are de-recognised on the trade date when the Group is no longer a party to the contractual provisions of the instrument.

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables.

Trade and other receivables and trade and other payables

Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Unbilled revenue

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. This is included in contract assets.

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.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose only on the cash flow statement.

Preference shares

Preference shares, which are non-redeemable with non-discretionary dividends, have both equity and liability elements.

The liability element is calculated as the present value of the future contractual cash flows, discounted at a market rate of interest, estimated at 10%. This amount is recorded as a liability on an amortised cost basis until extinguished or converted. The equity element is calculated as the residual value (i.e. the difference between the proceeds from the issue of the shares less the liability component) and is recognised and included in shareholders' equity.

The dividends on the preference shares are recognised in the profit or loss as finance costs.

Contingent consideration

Contingent deferred consideration may arise on acquisitions where the consideration is dependent on the future performance of the acquired company. In circumstances where the acquiree will receive contingent consideration in a variable number of shares and is not employment-linked, the Group has recognised a financial liability at the fair value of the contingent consideration. Subsequent changes to the fair value of the contingent consideration are recognised in the statement of comprehensive income.

At the balance sheet date the contingent consideration liability represents the fair value of the remaining contingent consideration valued at acquisition. The contingent consideration liability for acquisitions under IFRS 3 contains estimation uncertainty as they relate to future expected performance of the acquired business. In estimating the fair value of the contingent consideration, management have assessed the potential future cash flows of the acquired business and the likelihood of an earn-out payment being made.

   2.12.     Provisions 

A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.

   2.13.     Right-of-use assets: Leases 

The Group leases two properties in the UK from which it operates.

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

   --      Leases of low value assets; and 
   --      Leases with a duration of twelve months or less. 

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 Group's incremental borrowing rate on commencement of the lease is used. This has been estimated at 5.0 percent. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

   --      Lease payments made at or before commencement of the lease; 
   --      Initial direct costs incurred; and 

-- The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset (typically leasehold dilapidations).

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to be made over the revised term, which are discounted at the same discount rate that applied on lease commencement. An equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.

   2.14.     Financing income and expenses 

Financing expenses comprise interest payable, finance charges on shares classified as liabilities, finance leases recognised in the income statement using the effective interest method and the unwinding of the discount on provisions.

Financing income includes interest receivable on funds invested.

Interest income and interest payable are recognised in the statement of comprehensive income as they accrue, using the effective interest method.

   2.15.     Standards issued but not yet effective 

At the date of authorisation of these financial statements, there is expected to be no material impact to the Group or Company's financial statements from IFRSs, IFRICs or other standards or interpretations that have been issued but which are not yet effective.

At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:

   --      IAS 1 Presentation of liabilities as current or non-current 
   --      IAS 1 Disclosure of accounting policies 
   --      IAS 8 Definition of accounting estimates 

The new standards, listed above, are not expected to have a material impact on the Group or Company in the current or future reporting periods and on foreseeable future transactions.

   3.   ALTERNATIVE PERFORMANCE MEASURES 

In order to provide better clarity to the underlying performance of the Group, Elixirr uses adjusted EBITDA and adjusted earnings per share as alternative performance measures. These measures are not defined under IFRS. These non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, but have been included as the Directors consider adjusted EBITDA and adjusted earnings per share 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 exceptional costs. Adjusted EPS excludes the following items from profit after tax: amortisation charges, share-based payments and non-recurring exceptional items and their related tax impacts. Please refer to note 6 for reconciliations to Alternative Performance Measures ('APMs').

   4.   SEGMENT REPORTING 
 
                                                      FY 21                FY 20 
Group                                              GBP'000s             GBP'000s 
--------------------------------------  -------------------  ------------------- 
Revenue from contracts with customers 
 arises from: 
 United Kingdom                                      22,375               10,077 
 USA                                                 12,588                6,305 
 Rest of World                                       15,648               13,936 
                                                     50,611               30,318 
--------------------------------------  -------------------  ------------------- 
 

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

The Company is a holding Company operating in the UK with its assets and liabilities given in the Company Statement of Financial Position. Other Company information is provided in the other notes to the accounts.

   5.   PROFIT BEFORE TAXATION 

The following items have been included in arriving at profit before taxation:

 
                                                    FY 21     FY 20 
Group                                            GBP'000s  GBP'000s 
-----------------------------------------------  --------  -------- 
Depreciation of property, plant and equipment: 
- Owned assets                                        138       147 
- Leased assets                                       532       583 
Amortisation of intangible assets                   1,378     1,741 
Share-based payments                                1,152        47 
Foreign exchange (gains)/losses                      (16)        44 
Exceptional items                                     154       730 
-----------------------------------------------  --------  -------- 
 

The exceptional items totaling GBP153,707 in FY 21 include non-recurring costs associated with the acquisition of Retearn, Coast Digital and other merger and acquisition activities. The exceptional items totaling GBP729,573 in FY 20 include non-recurring costs associated with the pre-initial public offering ('IPO') capital restructuring, IPO on the Alternative Investment Market ('AIM') and EMI share option scheme (refer to note 24).

During the year the Group obtained the following services from the Company's auditors as detailed below:

 
                                                           FY 21     FY 20 
Group                                                   GBP'000s  GBP'000s 
------------------------------------------------------  --------  -------- 
Services provided by the Company's auditors: 
Audit fees - parent Company and consolidated accounts         22        20 
 
Audit fees - subsidiary companies                             67        58 
Other services: 
  Due diligence                                               36        21 
  IPO fees                                                     -       144 
------------------------------------------------------  --------  -------- 
 
   6.   RECONCILIATIONS TO ALTERNATIVE PERFORMANCE MEASURES ("APMS") 

As set out in note 3, Elixirr uses adjusted EBITDA and adjusted earnings per share as alternative performance measures.

The table below sets out the reconciliation of the Group's adjusted EBITDA and adjusted profit before tax from profit before tax:

 
                                       FY 21     FY 20 
Group                               GBP'000s  GBP'000s 
----------------------------------  --------  -------- 
Profit before tax                     12,166     5,818 
----------------------------------  --------  -------- 
Adjusting items: 
Exceptional items (note 5)               154       730 
Amortisation of intangible assets      1,378     1,741 
Share-based payments                   1,152        47 
Adjusted profit before tax            14,850     8,336 
----------------------------------  --------  -------- 
Depreciation                             670       730 
Net finance expense (note 7)             217       660 
Adjusted EBITDA                       15,737     9,726 
----------------------------------  --------  -------- 
 

The table below sets out the reconciliation of the Group's adjusted profit after tax to adjusted profit before tax:

 
                                   FY 21     FY 20 
Group                           GBP'000s  GBP'000s 
------------------------------  --------  -------- 
Adjusted profit before tax        14,850     8,336 
------------------------------  --------  -------- 
Tax charge                       (2,022)   (1,024) 
Tax impact of adjusting items      (566)     (478) 
Adjusted profit after tax         12,262     6,834 
------------------------------  --------  -------- 
 

Adjusted profit after tax is used in calculating adjusted basic and adjusted diluted EPS. Adjusted profit after tax is stated before adjusting items and their associated tax effects.

Adjusted EPS is calculated by dividing the adjusted profit after tax for the period attributable to Ordinary shareholders by the weighted average number of Ordinary shares outstanding during the period. Adjusted diluted EPS is calculated by dividing adjusted profit after tax by the weighted average number of shares adjusted for the impact of potential Ordinary shares.

Potential Ordinary shares are treated as dilutive when their conversion to Ordinary shares would decrease EPS. Please refer to note 11 for further details.

 
                                            FY 21                       FY 20 
Group                                           p                           p 
---------------------  --------------------------  -------------------------- 
Adjusted EPS                                26.64                       16.72 
Adjusted diluted EPS                        24.19                       15.32 
---------------------  --------------------------  -------------------------- 
 
   7.   NET FINANCE EXPENSE 
 
                                                    FY 21     FY 20 
Group                                            GBP'000s  GBP'000s 
-----------------------------------------------  --------  -------- 
Finance income: 
On short term deposits and investments                 29        20 
                                                       29        20 
-----------------------------------------------  --------  -------- 
Finance costs: 
On bank loans and overdrafts at amortised cost          -      (31) 
Preference share dividend                               -     (387) 
On lease liability                                  (246)     (262) 
                                                    (246)     (680) 
-----------------------------------------------  --------  -------- 
Net finance expense                                 (217)     (660) 
-----------------------------------------------  --------  -------- 
 
   8.   Taxation on profit on ordinary activities 

Analysis of tax charge:

 
                                                                 FY 21                         FY 20 
Group                                                         GBP'000s                      GBP'000s 
----------------------------------------  ----------------------------  ---------------------------- 
Current tax 
In respect of the current year                                   2,926                         1,248 
Adjustments in respect of prior periods                          (398)                          (75) 
----------------------------------------  ----------------------------  ---------------------------- 
Total current tax                                                2,528                         1,173 
----------------------------------------  ----------------------------  ---------------------------- 
 
Deferred tax 
In respect of the current year                                   (506)                         (149) 
----------------------------------------  ----------------------------  ---------------------------- 
Total deferred tax                                               (506)                         (149) 
----------------------------------------  ----------------------------  ---------------------------- 
 
Income tax expense                                               2,022                         1,024 
----------------------------------------  ----------------------------  ---------------------------- 
 

Numerical reconciliation of income tax expense:

The tax assessed on the profit on ordinary activities for the year is lower than the standard rate of corporation tax in the UK of 19%.

 
                                                                               FY 21                        FY 20 
Group                                                                       GBP'000s                     GBP'000s 
------------------------------------------------------  ----------------------------  --------------------------- 
Profit before taxation                                                        12,166                        5,818 
------------------------------------------------------  ----------------------------  --------------------------- 
Profit on ordinary activities multiplied 
 by rate of corporation tax in UK of 19% (FY 20: 19%)                          2,312                        1,105 
------------------------------------------------------  ----------------------------  --------------------------- 
Effects of: 
Exceptional items not deductible                                                  29                          139 
Expenses not deductible                                                           65                           98 
Difference in overseas tax rates                                                 125                            - 
Adjustments in respect of prior periods                                           51                         (75) 
R&D tax relief in respect of prior periods                                     (450)                            - 
Deferred tax release re trademarks                                             (110)                        (138) 
Utilisation of foreign losses from prior periods                                   -                        (105) 
------------------------------------------------------  ---------------------------- 
Total taxation                                                                 2,022                        1,024 
------------------------------------------------------  ----------------------------  --------------------------- 
 
   9.   Deferred tax 

Net deferred tax asset/(liability):

The balances comprise temporary differences attributable to:

 
                                           Group              Company 
                                        FY 21     FY 20     FY 21     FY 20 
                                     GBP'000s  GBP'000s  GBP'000s  GBP'000s 
-----------------------------------  --------  --------  --------  -------- 
Deferred tax liability 
Property, plant and equipment            (52)      (64)         -         - 
Intangible assets                       (571)     (483)         -         - 
Total deferred tax liability            (623)     (547)         -         - 
-----------------------------------  --------  --------  --------  -------- 
 
Deferred tax asset 
Share-based payments                      966       161         -       161 
Short-term timing differences             231         -         -         - 
Total deferred tax asset                1,197       161         -       161 
-----------------------------------  --------  --------  --------  -------- 
 
Net deferred tax asset/(liability)        574     (386)         -       161 
-----------------------------------  --------  --------  --------  -------- 
 

The deferred tax liability on intangible assets relates to trademarks and customer relationships and those on property, plant and equipment relate to accelerated capital allowances.

The deferred tax asset recognised represents the future tax effect of share-based payment charges in respect of options that are yet to vest. Deductions in excess of the cumulative share-based payment charge recognised in the statement of comprehensive income are recognised in equity.

Movements in deferred tax:

 
                           Property,                                       Short-term 
                           plant and                       Share-based         timing 
                           equipment   Intangible assets      payments    differences     Total 
                            GBP'000s            GBP'000s      GBP'000s       GBP'000s  GBP'000s 
------------------------  ----------  ------------------  ------------  -------------  -------- 
At 31 December 2019             (57)               (481)             -              -     (538) 
Acquisition of business          (7)               (142)             -              -     (149) 
Credited to equity                 -                   -           152              -       152 
Credited to profit 
 and loss                          -                 140             9              -       149 
At 31 December 2020             (64)               (483)           161              -     (386) 
------------------------  ----------  ------------------  ------------  -------------  -------- 
Acquisition of business          (2)               (214)             -              -     (216) 
Credited to equity                 -                   -           670              -       670 
Credited to profit 
 and loss                         14                 126           135            231       506 
At 31 December 2021             (52)               (571)           966            231       574 
------------------------  ----------  ------------------  ------------  -------------  -------- 
 

10. Ordinary dividends

No interim Ordinary share dividends were paid in relation to FY 20 or FY 21. The Company paid a final Ordinary share dividend in respect of FY 20 of 2.2 pence per Ordinary share on 13(th) August 2021.

The Directors are proposing a final Ordinary share dividend in respect of FY 21. Please refer to post balance sheet events note 28 for final Ordinary share dividend proposed.

11. Earnings per share

The Group presents non-adjusted and adjusted basic and diluted earnings per share ('EPS') for its Ordinary shares. Basic EPS is calculated by dividing the profit for the period attributable to Ordinary shareholders by the weighted average number of Ordinary shares outstanding during the period.

Diluted EPS takes into consideration the Company's dilutive contingently issuable shares. The weighted average number of Ordinary shares used in the diluted EPS calculation is inclusive of the number of share options that are expected to vest subject to performance criteria, as appropriate, being met.

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

 
                                                 FY 21  FY 20 
----------------------------------------------  ------  ----- 
Basic and Diluted EPS 
Profit attributable to the Ordinary 
 equity holders of the Group used in 
 calculating basic and diluted EPS (GBP'000s)   10,144  4,794 
----------------------------------------------  ------  ----- 
 
Basic earnings per Ordinary share (p)            22.04  11.73 
Diluted earnings per Ordinary share 
 (p)                                             20.01  10.75 
----------------------------------------------  ------  ----- 
 
 
 
                                                      FY 21       FY 20 
-----------------------------------------------  ----------  ---------- 
Adjusted Basic and Diluted EPS 
 
Profit attributable to the Ordinary 
 equity holders of the Group used in 
 calculating adjusted basic and diluted 
 EPS (note 6) (GBP'000s)                             12,262       6,834 
-----------------------------------------------  ----------  ---------- 
 
Adjusted basic earnings per Ordinary 
 share (p)                                            26.64       16.72 
Adjusted diluted earnings per Ordinary 
 share (p)                                            24.19       15.32 
-----------------------------------------------  ----------  ---------- 
 
                                                      FY 21       FY 20 
                                                     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             46,031,070  40,871,621 
-----------------------------------------------  ----------  ---------- 
Number of dilutive shares                         4,655,445   3,746,287 
Weighted average number of Ordinary 
 shares used as the denominator in calculating 
 non-adjusted and adjusted diluted EPS           50,686,515  44,617,908 
-----------------------------------------------  ----------  ---------- 
 

12. Employees and directors

The monthly average number of persons employed by the Group during the year, analysed by category, was as follows:

 
                                                             FY 21                       FY 20 
Group                                                       Number                      Number 
-----------------------------------  -----------------------------  -------------------------- 
Directors, management and partners                              25                          18 
Provision of services                                          180                          92 
Administration                                                  20                          12 
                                                               225                         122 
-----------------------------------  -----------------------------  -------------------------- 
 

The average number of persons employed and staff costs includes both executive and non-executive directors.

The aggregate payroll costs of these persons were as follows:

 
                                                FY 21                        FY 20 
Group                                        GBP'000s                     GBP'000s 
---------------------------  ------------------------  --------------------------- 
Wages and salaries                             22,085                       12,867 
Social security costs                           2,748                        1,724 
Pension costs                                     453                          251 
Share-based payment charge                      1,152                           47 
                                               26,438                       14,889 
---------------------------  ------------------------  --------------------------- 
 

Defined contribution pension schemes are operated by third parties on behalf of the employees of the Group. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension charge represents contributions payable by the Group to the funds and amount to GBP453,023 for FY 21 (FY 20: GBP251,467). Contributions amounting to GBP55,897 (FY 20: GBP36,162) were payable to the fund as at 31(st) December 2021 and are included in creditors.

Key management personnel include the Directors and senior managers across the Group who together have authority and responsibility for planning, directing and controlling the activities of the Group. The total compensation (including employers' national insurance) paid in respect of key management personnel for services provided to the Group is as follows:

 
                                                                    Group              Company 
                                                                 FY 21     FY 20     FY 21     FY 20 
                                                              GBP'000s  GBP'000s  GBP'000s  GBP'000s 
------------------------------------------------------------  --------  --------  --------  -------- 
Aggregate emoluments including short term employee benefits      4,773     4,095       144        72 
                                                                 4,773     4,095       144        72 
------------------------------------------------------------  --------  --------  --------  -------- 
 

The share-based payment charge in respect of key management personnel was GBP162,640 (FY 20: Nil).

Details of the Directors' remuneration, including salary, bonus, share option awards, pension and other benefits are included in the tables within the Directors' Report.

13. Goodwill and intangible fixed assets

 
                                                                Customer 
                                    Goodwill  Trademarks   relationships     Total 
Group                               GBP'000s    GBP'000s        GBP'000s  GBP'000s 
----------------------------------  --------  ----------  --------------  -------- 
Cost 
At 31 December 2019                   43,299       7,135               -    50,434 
Acquisition of business                2,856           -             748     3,604 
At 31 December 2020                   46,155       7,135             748    54,038 
----------------------------------  --------  ----------  --------------  -------- 
Acquisition of business (note 14)      5,257           -           1,126     6,383 
At 31 December 2021                   51,412       7,135           1,874    60,421 
----------------------------------  --------  ----------  --------------  -------- 
 
Amortisation 
At 31 December 2019                        -     (1,110)               -   (1,110) 
Charge for the period                      -     (1,728)            (12)   (1,740) 
At 31 December 2020                        -     (2,838)            (12)   (2,850) 
----------------------------------  --------  ----------  --------------  -------- 
Charge for the year                        -     (1,233)           (145)   (1,378) 
At 31 December 2021                        -     (4,071)           (157)   (4,228) 
----------------------------------  --------  ----------  --------------  -------- 
 
Net book value 
At 31 December 2020                   46,155       4,297             736    51,188 
At 31 December 2021                   51,412       3,064           1,717    56,193 
----------------------------------  --------  ----------  --------------  -------- 
 

The Company has no intangible assets.

Goodwill

Goodwill arising on the acquisition of a business in FY 20 relates to the acquisition of Coast Digital on 28(th) October 2020.

Goodwill arising on the acquisition of a business in FY 21 relates to the acquisition of Retearn and was calculated as the fair value of initial consideration paid less the fair value of the net identifiable assets at the date of the acquisition (see note 14).

Goodwill impairment review

The breakdown of goodwill by acquisition is listed below:

 
                                            FY 21                           FY 20 
                                         GBP'000s                        GBP'000s 
---------------------------  --------------------  ------------------------------ 
Elixirr Consulting Limited                 43,299                          43,299 
Coast Digital Limited                       2,856                           2,856 
The Retearn Group Limited                   5,257                               - 
                                           51,412                          46,155 
---------------------------  --------------------  ------------------------------ 
 

Following initial recognition, goodwill is subject to impairment reviews, at least annually, and measured at fair value less accumulated impairment losses. Any impairment is recognised immediately in the consolidated statement of comprehensive income and is not subsequently reversed.

Key assumptions used in value in use calculation

The key assumptions for the value in use calculation are those regarding:

   --      number of years of cash flows used and budgeted EBITDA growth rate; 
   --      discount rate; and 
   --      terminal growth rate. 

The carrying values of goodwill for Elixirr Consulting Limited, Coast Digital and Retearn are reflected in the above table and are calculated as the fair value of the consideration payable for the acquisition less the net assets on acquisition. No impairment is indicated for Elixirr Consulting Limited, Coast Digital or Retearn using the value in use calculation.

Number of years of cash flows used and budgeted growth rate

The recoverable amount of the CGU is based on a value in use calculation using specific cash flow projections over a five-year period and a terminal growth rate thereafter.

The budget for the following financial year forms the basis for the cash flow projections for a CGU. The cashflow projections for the four years subsequent to the budget year reflect the Directors' expectations based on market knowledge, numbers of new engagements and the pipeline of opportunities.

Discount rate

The Group's post-tax weighted average cost of capital has been used to calculate a discount rate of 10% for the Group and 17% for Coast Digital and Retearn. This reflects current market assessments of the time value of money for the period under review and the risks specific to the Group and company acquired.

Terminal growth rate

An appropriate terminal growth rate is selected, based on the Directors' expectations of growth beyond the five-year period. The terminal growth rate used is 2%.

Sensitivity to changes in assumptions

With regard to the value in use assumptions, the Directors believe that reasonably possible changes in any of the above key assumptions would not cause the carrying value of the unit to exceed its recoverable amount. In forming this view, the Directors have considered the following:

 
                          Elixirr Consulting       Coast Digital Limited       The Retearn Group 
                                Limited                                             Limited 
                                                                                                  ---------- 
                             FY 21      FY 20     FY 21                 FY 20              FY 21       FY 20 
                          GBP'000s   GBP'000s  GBP'000s              GBP'000s           GBP'000s    GBP'000s 
On current cash 
 flow projections, 
 the discount 
 rate would need 
 to exceed the 
 % alongside for 
 there to be any 
 impairment; and             27.1%      26.0%     33.9%                 25.1%              24.6%           - 
-----------------------  ---------  ---------  --------  --------------------  -----------------  ---------- 
In the case of 
 no increase in 
 future cash flows 
 above those projected 
 for the following 
 year, the discount 
 rate would have 
 to exceed the 
 % alongside for 
 there to be any 
 impairment.                 23.6%      15.6%     29.9%                 22.0%              23.4%           - 
-----------------------  ---------  ---------  --------  --------------------  -----------------  ---------- 
 
 

Customer relationships

FY 20 additions represent the fair value of customer relationships from the acquisition of Coast Digital.

FY 21 additions represent the fair value of customer relationships from the acquisition of Retearn. Refer to note 14 for further details.

The fair value has been determined by applying the Multi-Period Excess Earnings method to the cash flows expected to be earned from customer relationships. The key management assumptions are in relation to forecast revenues, margins and discount factors. The fair value represents the present value of the earnings the customer relationships generate.

A useful economic life of 10 years for Coast Digital and 11 years for Retearn has been deemed appropriate based on the average realisation rate of cumulative cash flows. The projected cash flows have been discounted over this period. The amortisation charge since acquisition is recognised within administrative expenses.

14. Business combinations

On 9(th) April 2021 the Group acquired 100% of the share capital and voting interests of Retearn, a UK-based procurement, transformation and insights consultancy firm. Their services enable clients to self-fund their transformation and growth aspirations through savings elsewhere in the business.

The acquisition brings specialists in self-funded transformation, and allows the Group to meet demand from clients to find savings to fund strategic initiatives.

The Group acquired Retearn for a total consideration of approximately GBP7.4 million, consisting of:

   --      An initial cash consideration of GBP2.15 million; 

-- The issue of 543,939 Ordinary shares of 0.005 pence each in the capital of the Company ("Ordinary shares") at a price of 396 pence per Ordinary share (being the closing mid-market price of an Ordinary Share on 8(th) April 2021), equating to an additional GBP2.15 million;

-- Potential earn-out payments of up to GBP0.73 million in cash and up to GBP1.96 million in Ordinary shares totalling a maximum of GBP2.7 million which are contingent on Retearn achieving revenue growth and EBITDA margin targets in periods up to 30(th) June 2024;

-- An additional surplus cash consideration of GBP0.4 million based on the working capital of Retearn at completion.

Of the GBP7.4 million consideration, GBP2.89 million was paid in cash during the year, GBP2.15 million was satisfied through the issue of new Ordinary shares and GBP0.56 million was satisfied through shares sold from the EBT. The remaining GBP1.4 million is recorded within liabilities, of which GBP0.23 million is recorded within current liabilities and GBP1.17 million in non-current liabilities (refer to note 21). The remaining earn out consideration of GBP1.4 million has been estimated by management based on anticipated future revenue growth and EBITDA and the impact of discounting is considered to be immaterial.

The Ordinary shares issued pursuant to the acquisition are subject to the same restrictions as certain other shareholders of the Company, as described in the Company's IPO Admission Document. These restrictions consisted of a lock-in arrangement until 8(th) July 2021 and certain further limitations to the sale of shares until 8(th) July 2024.

Included within exceptional items is an amount of GBP139,633 for stamp duty, legal and advisory fees in relation to the acquisition. Retearn contributed GBP5.89 million to the Group's revenue and GBP1.22 million to the Group's profit before tax for the period from the date of acquisition to 31(st) December 2021. If the acquisition of Retearn had been completed on 1(st) January 2021, Group revenues for FY 21 would have been GBP52.62 million and Group profit before tax would have been GBP12.48 million.

In calculating the goodwill arising, the fair value of the net assets of Retearn have been assessed, and there were no fair value adjustments deemed necessary, other than for the recognition of customer relationship intangibles and the related deferred tax. Customer relationships were assessed to be separately identifiable assets, recognised at fair value and are included within intangible assets below. Refer to note 13 for further details.

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 Retearn:

 
                                                     Fair value 
                                                       GBP'000s 
---------------------------------------------------  ---------- 
Assets 
Non-current assets 
Intangible assets                                         1,126 
Property, plant and equipment                                14 
Total non-current assets                                  1,140 
---------------------------------------------------  ---------- 
 
Current assets 
Trade and other receivables                               1,407 
Cash and cash equivalents                                   681 
Total current assets                                      2,088 
---------------------------------------------------  ---------- 
 
Total assets                                              3,228 
---------------------------------------------------  ---------- 
 
Liabilities 
Current liabilities 
Trade and other payables                                    754 
Corporation tax                                             155 
Loans and borrowings                                          - 
Total current liabilities                                   909 
---------------------------------------------------  ---------- 
 
Non-current liabilities 
Loans and borrowings                                          - 
Deferred tax liability                                      215 
Other non-current liabilities                                 - 
Total non-current liabilities                               215 
---------------------------------------------------  ---------- 
 
Total liabilities                                         1,125 
---------------------------------------------------  ---------- 
 
Fair value of net assets acquired                         2,104 
Goodwill (note 13)                                        5,257 
---------------------------------------------------  ---------- 
Fair value of purchase consideration                      7,361 
Cash and cash equivalents in subsidiaries acquired          681 
 

15. Property, plant and equipment

 
                                                                                    Leasehold    Computer 
                                    Right of use asset  Furniture and Fittings   Improvements   Equipment     Total 
Group                                         GBP'000s                GBP'000s       GBP'000s    GBP'000s  GBP'000s 
----------------------------------  ------------------  ----------------------  -------------  ----------  -------- 
Cost 
At 31 December 2019                              5,918                      65            499          58     6,540 
Acquisition of business                              -                       7              -          25        32 
Disposals                                            -                       -            (5)         (2)       (7) 
Additions                                            -                       -             11          27        38 
At 31 December 2020                              5,918                      72            505         108     6,603 
----------------------------------  ------------------  ----------------------  -------------  ----------  -------- 
Acquisition of business (note 14)                    -                       -              -          14        14 
Disposals                                            -                       -              -        (15)      (15) 
Additions                                          509                      17              -          81       607 
At 31 December 2021                              6,427                      89            505         188     7,209 
----------------------------------  ------------------  ----------------------  -------------  ----------  -------- 
 
Depreciation 
At 31 December 2019                              (263)                    (25)           (29)        (18)     (335) 
Disposals                                            -                       -              5           2         7 
Charge for the year                              (526)                    (38)          (125)        (41)     (730) 
At 31 December 2020                              (789)                    (63)          (149)        (57)   (1,058) 
----------------------------------  ------------------  ----------------------  -------------  ----------  -------- 
Disposals                                            -                       -              -          15        15 
Charge for the year                              (532)                     (7)           (76)        (55)     (670) 
At 31 December 2021                            (1,321)                    (70)          (225)        (97)   (1,713) 
----------------------------------  ------------------  ----------------------  -------------  ----------  -------- 
 
Net book value 
At 31 December 2020                              5,129                       9            356          51     5,545 
At 31 December 2021                              5,106                      19            280          91     5,496 
----------------------------------  ------------------  ----------------------  -------------  ----------  -------- 
 

The Company has no property, plant and equipment.

The lease liability in respect of the right-of-use asset was GBP5,245,110 (FY 20: GBP5,285,741) and relates to property leases.

16. Investments

 
                                       Group companies 
Company                                       GBP'000s 
-------------------------------------  --------------- 
Cost/carrying value 
At 31 December 2019                             50,000 
Acquisition of business                          5,156 
At 31 December 2020                             55,156 
-------------------------------------  --------------- 
Acquisition of business                          7,499 
Group companies share-based payments             1,152 
At 31 December 2021                             63,807 
-------------------------------------  --------------- 
 

The Group has no investments.

The undertakings in which the Company's interest at the year-end is 20 percent or more are as follows:

 
 Subsidiary undertakings   Country of incorporation   Principal activity        Registered office           FY   FY 20 
                                                                                                            21 
------------------------  -------------------------  ------------------------  ------------------------  -----  ------ 
 Elixirr Consulting                                                             12 Helmet Row, London, 
  Limited                  England and Wales          Consultancy                EC1V 3QJ                 100%    100% 
 Elix-IRR Consulting 
  Services Limited                                                              12 Helmet Row, London, 
  (indirect)**             England and Wales          Services to the Group      EC1V 3QJ                 100%    100% 
------------------------  -------------------------  ------------------------  ------------------------  -----  ------ 
 Elix-IRR Consulting 
  Services (South 
  Africa) Limited                                                               12 Helmet Row, London, 
  (indirect)               England and Wales          Services to the Group      EC1V 3QJ                 100%    100% 
                                                                                2711 Centerville Road, 
                                                                                 Suite 400, Wilmington, 
 Elixirr LLC (indirect)    United States              Consultancy                Delaware 19808           100%    100% 
------------------------  -------------------------  ------------------------  ------------------------  -----  ------ 
 Elixirr Consulting AI                                                          12 Helmet Row, London, 
  Limited (indirect)*      England and Wales          Dormant activities         EC1V 3QJ                    -    100% 
 Elixirr Creative                                     Information technology    12 Helmet Row, London, 
  Limited (indirect)**     England and Wales           consultancy               EC1V 3QJ                 100%    100% 
------------------------  -------------------------  ------------------------  ------------------------  -----  ------ 
 Den Creative Limited                                 Information technology    12 Helmet Row, London, 
  (indirect)               England and Wales           consultancy               EC1V 3QJ                 100%    100% 
 Elixirr Services                                                               12 Helmet Row, London, 
  Limited (indirect)       England and Wales          Dormant activities         EC1V 3QJ                 100%    100% 
------------------------  -------------------------  ------------------------  ------------------------  -----  ------ 
                                                      Information technology    12 Helmet Row, London, 
 Coast Digital Limited     England and Wales           consultancy               EC1V 3QJ                 100%    100% 
------------------------  -------------------------  ------------------------  ------------------------  -----  ------ 
 The Retearn Group         England and Wales          Consultancy               12 Helmet Row, London,    100%       - 
  Limited                                                                        EC1V 3QJ 
------------------------  -------------------------  ------------------------  ------------------------  -----  ------ 
 

* Elixirr Consulting AI Limited applied to be struck off the Companies House register on 19(th) October 2021 and was dissolved on 26(th) January 2021.

** Elix-IRR Consulting Services Limited and Elixirr Creative Limited applied to be struck off the Companies House register on 23(rd) December 2021 and were dissolved on 22(nd) March 2022.

17. Receivables

 
                                          Group                                                        Company 
                                     FY 21                           FY 20                           FY 21                           FY 20 
                                  GBP'000s                        GBP'000s                        GBP'000s                        GBP'000s 
               ---------------------------  ------------------------------  ------------------------------  ------------------------------ 
Non-current 
assets 
Loans to 
 shareholders                        3,991                           7,784                           3,991                           6,672 
Other 
 receivables                         1,535                             596                           1,104                               - 
                                     5,526                           8,380                           5,095                           6,672 
-------------  ---------------------------  ------------------------------  ------------------------------  ------------------------------ 
Current 
assets 
Trade 
 receivables                         6,432                           3,790                               -                               - 
Less:                                    -                            (20)                               -                               - 
allowance for 
doubtful 
debts 
               ---------------------------  ------------------------------  ------------------------------  ------------------------------ 
Trade 
 receivables 
 - net                               6,432                           3,770                               -                               - 
Prepayments 
 and deposits                          487                             373                              18                              22 
Contract 
 assets                                 12                              39                               -                               - 
Amounts owed 
 by group 
 companies                               -                               -                           1,908                           2,975 
Other 
 receivables                            33                              38                               2                               3 
                                     6,963                           4,220                           1,928                           3,000 
-------------  ---------------------------  ------------------------------  ------------------------------  ------------------------------ 
 

The Company was due GBP1,907,873 as at 31(st) December 2021 from Elixirr Consulting Limited for management charges net of costs incurred by Elixirr Consulting Limited on behalf of the Company. As at 31(st) December 2020, the Company was due GBP2,975,118 from other Group companies including GBP10,000 from Elix-IRR Consulting Services (South Africa) Limited and GBP2,965,118 from Elixirr Consulting Limited for preference share dividend, management charges and an Ordinary share dividend net of costs incurred by Elixirr Consulting Limited on behalf of the Company for the year.

Loans to shareholders represent amounts owed to the Company in FY 21, and amounts owed to the Company and Elixirr Consulting Limited in FY 20 by shareholders, who are senior employees of the Group. The loans to shareholders are interest-free and expected to be repaid beyond one year.

Non-current other receivables include property deposits and section 455 tax receivable.

Trade receivables are non-interest bearing and receivable under normal commercial terms. Management considers that the carrying value of trade and other receivables approximates to their fair value. The carrying value of non-current other receivables and loans to shareholders is considered to be a reasonable approximation of their fair value, but has not been discounted to present value.

The impairment loss included in administrative expenses in the statement of comprehensive income for the period in respect of bad and doubtful trade receivables was nil (FY 20: GBP20,416).

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 26.

The ageing of trade receivables of the Group as at 31(st) December 2021:

 
                       Gross carrying amount              Loss allowance         Net carrying amount 
Group                               GBP'000s                    GBP'000s                    GBP'000s 
--------------------  ----------------------  --------------------------  -------------------------- 
< 31 days                              4,599                           -                       4,599 
31-60 days                             1,299                           -                       1,299 
61-90 days                               444                           -                         444 
91-120 days                               90                           -                          90 
121+ days                                  -                           -                           - 
At 31 December 2021                    6,432                           -                       6,432 
--------------------  ----------------------  --------------------------  -------------------------- 
 

The ageing of trade receivables of the Group as at 31(st) December 2020:

 
                       Gross carrying amount              Loss allowance         Net carrying amount 
Group                               GBP'000s                    GBP'000s                    GBP'000s 
--------------------  ----------------------  --------------------------  -------------------------- 
< 31 days                              2,201                           -                       2,201 
31-60 days                             1,318                           -                       1,318 
61-90 days                               225                           -                         225 
91-120 days                               26                           -                          26 
121+ days                                 20                        (20)                           - 
At 31 December 2020                    3,790                        (20)                       3,770 
--------------------  ----------------------  --------------------------  -------------------------- 
 

18. Cash and cash equivalents

 
                                    Group                                                Company 
                                  FY 21                     FY 20                      FY 21                     FY 20 
                               GBP'000s                  GBP'000s                   GBP'000s                  GBP'000s 
-----------  --------------------------  ------------------------  -------------------------  ------------------------ 
Cash at 
 bank and 
 in hand                         31,795                    17,503                     13,576                    10,678 
                                 31,795                    17,503                     13,576                    10,678 
-----------  --------------------------  ------------------------  -------------------------  ------------------------ 
 

Cash at bank includes GBP4,003,457 (FY 20: GBP6,005,550) on 95-day notice deposit and GBP4,003,092 (FY 20: GBP4,002,055) on 50% instant and 50% 32-day notice deposit which earned interest at an average of 0.45% and 0.25% respectively during the year.

19. Trade and other payables

 
                                        Group                                                      Company 
                                      FY 21                       FY 20                          FY 21                         FY 20 
                                   GBP'000s                    GBP'000s                       GBP'000s                      GBP'000s 
------------  -----------------------------  --------------------------  -----------------------------  ---------------------------- 
Trade 
 payables                               825                         526                             32                            58 
Other taxes 
 and social 
 security 
 costs                                1,138                       1,577                              5                             6 
Accruals                              8,081                       4,962                             97                            33 
Contract 
 liabilities                          2,007                         935                              -                             - 
Other 
 payables                                 3                         106                              -                             - 
Amounts owed 
 to group 
 companies                                -                           -                              -                           306 
                                     12,055                       8,107                            134                           403 
------------  -----------------------------  --------------------------  -----------------------------  ---------------------------- 
 

As at 31(st) December 2020, the Company owed GBP306,492 to other Group companies including GBP1,564 owed to Elixirr LLC and GBP304,928 to Coast Digital for a portion of the cash consideration on acquisition paid by Coast Digital to selling shareholders.

The fair value of trade and other payables approximates to book value at the year end. Trade payables are non-interest bearing and are normally settled monthly.

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

Contract liabilities arise from the Group's revenue generating activities relating to payments received in advance of performance delivered under a contract. These contract liabilities typically arise on short-term timing differences between performance obligations in some milestone or fixed fee contracts and their respective contracted payment schedules.

20. Loans and borrowings

 
                                       Group                                                    Company 
                                     FY 21                       FY 20                        FY 21                       FY 20 
                                  GBP'000s                    GBP'000s                     GBP'000s                    GBP'000s 
              ----------------------------  --------------------------  ---------------------------  -------------------------- 
Current 
liabilities 
Right of use 
 lease 
 liability                             485                         448                            -                           - 
                                       485                         448                            -                           - 
------------  ----------------------------  --------------------------  ---------------------------  -------------------------- 
Non-current 
liabilities 
Right of use 
 lease 
 liability                           4,760                       4,837                            -                           - 
                                     4,760                       4,837                            -                           - 
------------  ----------------------------  --------------------------  ---------------------------  -------------------------- 
 

The movement in the right of use lease liability was as follows:

 
                                 Right of use lease liability 
Group                                                GBP'000s 
-------------------------------  ---------------------------- 
At 31 December 2019                                     5,908 
Interest payable                                          262 
Repayment of lease liabilities                          (885) 
At 31 December 2020                                     5,285 
-------------------------------  ---------------------------- 
Additions                                                 407 
Interest payable                                          246 
Repayment of lease liabilities                          (694) 
At 31 December 2021                                     5,245 
-------------------------------  ---------------------------- 
 

The additions in FY 21 relate to a new property lease entered into by Coast Digital.

As disclosed in the summary of significant accounting policies, the discount rate used in determining the present value of the lease liability was 5%.

Maturity analysis of contracted undiscounted cashflows of the right of use lease liability are as follows:

 
                                                                                     FY 21                       FY 20 
                                                                                  GBP'000s                    GBP'000s 
------------------------------------------------------------  ----------------------------  -------------------------- 
Lease liability less than one year                                                     727                         694 
Lease liability greater than one year and less than five 
 years                                                                               3,031                       2,775 
Lease liability greater than five years                                              2,632                       3,122 
                                                              ----------------------------  -------------------------- 
Total liability                                                                      6,390                       6,591 
Finance charges included above                                                     (1,145)                     (1,306) 
                                                                                     5,245                       5,285 
------------------------------------------------------------  ----------------------------  -------------------------- 
 

21. Other creditors and other non-current liabilities

 
                                         Group                                                    Company 
                                       FY 21                       FY 20                        FY 21                       FY 20 
                                    GBP'000s                    GBP'000s                     GBP'000s                    GBP'000s 
--------------  ----------------------------  --------------------------  ---------------------------  -------------------------- 
Other 
creditors 
Contingent 
 consideration                           436                         612                          436                         612 
                                         436                         612                          436                         612 
--------------  ----------------------------  --------------------------  ---------------------------  -------------------------- 
Other 
non-current 
liabilities 
Dilapidations                            250                         195                            -                           - 
Contingent 
 consideration                         1,370                         406                        1,370                         406 
                                       1,620                         601                        1,370                         406 
--------------  ----------------------------  --------------------------  ---------------------------  -------------------------- 
 

Other creditors and other non-current liabilities include earn-out payments which are contingent on performance and arose from the acquisition of Retearn and Coast Digital.

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

22. Share capital, share premium and merger relief reserve

 
                                                                  FY 21 
             -------------------------------------------------------------------------------------------------------------- 
                          Issued shares                  Par value                Merger relief               Share premium 
                                                                                        reserve 
Group and                        Number                        GBP                     GBP'000s                    GBP'000s 
Company 
-----------  --------------------------  -------------------------  ---------------------------  -------------------------- 
GBP0.00005 
 Ordinary 
 shares                      46,186,481                      2,309                       46,870                      24,952 
GBP1 
 Redeemable 
 Preference 
 shares                          50,001                     50,001                            -                           - 
                             46,236,482                     52,310                       46,870                      24,952 
-----------  --------------------------  -------------------------  ---------------------------  -------------------------- 
 
 
                                                                 FY 20 
             ------------------------------------------------------------------------------------------------------------ 
                         Issued shares                  Par value               Merger relief               Share premium 
                                                                                      reserve 
Group and                       Number                        GBP                    GBP'000s                    GBP'000s 
Company 
-----------  -------------------------  -------------------------  --------------------------  -------------------------- 
GBP0.00005 
 Ordinary 
 shares                     45,642,542                      2,282                      46,870                      19,729 
GBP1 
 Redeemable 
 Preference 
 shares                         50,001                     50,001                           -                           - 
                            45,692,543                     52,283                      46,870                      19,729 
-----------  -------------------------  -------------------------  --------------------------  -------------------------- 
 

The total number of voting rights in the Company at 31(st) December 2021 was 46,186,481 (FY 20: 45,642,542).

In FY 20 there was some restructuring of share classes. Different classes of shares (Class A Ordinary shares, Class B Ordinary shares, Class B Founder Ordinary shares, Class C Ordinary shares, Deferred shares and Non-redeemable Preference shares) were in existence during FY 20, but these were re-designated or bought back and cancelled during FY 20 and there were none in issue at 31(st) December 2020 or 31(st) December 2021. Please refer to FY 20 annual financial statements for further information regarding the restructuring of these share classes.

Initial Public Offering and Listing

In FY 20 the Admission Document for the Company's IPO and admission to AIM market was published on 6(th) July 2020. The Company placed 9,216,590 new Ordinary shares and selling shareholders placed 2,304,148 existing shares at 217 pence per share. The Company received net proceeds of approximately GBP18.2m (after deduction of estimated commissions, fees and expenses payable by the Company).

The Company's Ordinary shares were admitted to trading on the AIM market of the London Stock Exchange on 9(th) July 2020, under the ticker "ELIX" and the ISIN GB00BLPHTX84.

Immediately following Admission, the Company's issued share capital (including the additional Ordinary shares issued pursuant to the Placing) were as follows:

-- GBP2,260, comprising 45,197,790 Ordinary shares of GBP0.00005 each (all of which is fully paid or credited as fully paid);

   --      GBP50,001, comprising 50,001 Redeemable preference shares of GBP1.00 each. 

Ordinary shares

On a show of hands every holder of Ordinary shares present at a meeting, in person or by proxy, is entitled to one vote, and on a poll each share is entitled to one vote. The shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the Company in proportion to the number of and amounts paid on the shares held. These rights are subject to the prior entitlements of the Redeemable Preference shareholders.

Movements in Ordinary shares:

 
                                                                                                    Merger relief 
                                          Issued shares                    Par value                      reserve                Share premium 
Group and Company                                Number                          GBP                     GBP'000s                     GBP'000s 
-------------------------  ----------------------------  ---------------------------  ---------------------------  --------------------------- 
At 31 December 2019                                   -                            -                            -                            - 
Redesignation/conversion                     35,981,200                        1,799                       46,870                           23 
IPO share issue, net 
 of transaction costs                         9,216,590                          461                            -                       18,583 
Share issue as 
 consideration 
 for a business 
 combination                                    444,752                           22                            -                        1,123 
At 31 December 2020                          45,642,542                        2,282                       46,870                       19,729 
-------------------------  ----------------------------  ---------------------------  ---------------------------  --------------------------- 
Share issue as 
 consideration 
 for a business 
 combination 
 (note 14)                                      543,939                           27                            -                        2,154 
Sale of Ordinary shares 
 from the EBT                                         -                            -                            -                        3,069 
At 31 December 2021                          46,186,481                        2,309                       46,870                       24,952 
-------------------------  ----------------------------  ---------------------------  ---------------------------  --------------------------- 
 

Redeemable Preference shares

On 22(nd) June 2020, 50,001 Redeemable Preference shares with a nominal value of GBP1.00 each were issued. There are no voting rights attached to the Redeemable Preference shares. The Redeemable Preference shares were initially classified as a financial liability at date of issue. The shares were reclassified from loans and borrowings to share capital when the Company bought back the shares in FY 20 and are held in the EBT. 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.

Movements in Redeemable Preference shares:

 
                             Issued shares                   Par value       Merger relief reserve              Share premium 
Group and                           Number                         GBP                    GBP'000s                   GBP'000s 
Company 
At 31                                    -                           -                           -                          - 
December 2019 
-------------  ---------------------------  --------------------------  --------------------------  ------------------------- 
Reclassified 
 from loans 
 and 
 borrowings                         50,001                      50,001                           -                          - 
At 31 
 December 
 2020 and 31 
 December 
 2021                               50,001                      50,001                           -                          - 
-------------  ---------------------------  --------------------------  --------------------------  ------------------------- 
 

23. EBT share reserve

The Employee Benefit Trust ('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 on the Company and Group statement of financial position and shares held by the EBT in the Company are presented as a deduction from equity. The EBT share reserve comprises of Ordinary and Redeemable Preference shares bought and held in the Group's EBT.

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

 
                                                                  FY 21 
                               ---------------------------------------------------------------------------- 
                                                              Weighted average 
                                Shares held in EBT                        cost                   Total cost 
Group and Company                           Number                         GBP                     GBP'000s 
-----------------------------  -------------------  --------------------------  --------------------------- 
Ordinary shares                            547,225                        3.92                        2,143 
Redeemable Preference shares                50,001                        1.01                           50 
                                           597,226                                                    2,193 
-----------------------------  -------------------  --------------------------  --------------------------- 
 
 
                                                                   FY 20 
                               ---------------------------------------------------------------------------- 
                                                              Weighted average 
                                Shares held in EBT                        cost                   Total cost 
Group and Company                           Number                         GBP                     GBP'000s 
-----------------------------  -------------------  --------------------------  --------------------------- 
Ordinary shares                            704,667                        1.70                        1,198 
Redeemable Preference shares                50,001                        1.01                           50 
                                           754,668                                                    1,248 
-----------------------------  -------------------  --------------------------  --------------------------- 
 

24. Share-based payments

Share Option Plans

During FY 21, a total of 7,700,430 (FY 20: 6,519,000) share options were granted to employees and senior management.

Details of share option awards made are as follows:

 
                                               Number of share options  Weighted average exercise price 
-----------------------------------------  ---------------------------  ------------------------------- 
Outstanding at the beginning of the year                     5,836,200                             0.71 
Granted during the year                                      7,700,430                             4.52 
Forfeited during the year                                  (2,197,574)                             2.88 
Outstanding at the year end                                 11,339,056                             2.87 
-----------------------------------------  ---------------------------  ------------------------------- 
Exercisable at the year end                                          -                                - 
-----------------------------------------  ---------------------------  ------------------------------- 
 

No share options were exercisable in the year.

The options outstanding as at 31(st) December 2021 had a weighted average remaining contractual life of 4 years (FY 20: 4 years) and a weighted average exercise price of GBP2.87 (FY 20: GBP0.71) per share. The weighted average of the estimated fair values of the options outstanding as at 31(st) December 2021 is GBP2.95 (FY 20: GBP2.45) 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 21                         FY 20 
-------------------------------------------------  -----------------------------  ---------------------------- 
Weighted average share price at grant date (GBP)                            5.07                          0.68 
Weighted average exercise price (GBP)                                       4.52                          0.68 
Volatility (%)                                                            21.69%                        15.00% 
Weighted average vesting period (years)                                        5                             5 
Risk free rate (%)                                                         0.34%                         0.05% 
Expected dividend yield (%)                                                1.14%                         1.50% 
-------------------------------------------------  -----------------------------  ---------------------------- 
 

Reasonable changes in the above inputs do not have a material impact on the share-based payment charge in FY 21.

On 28(th) October 2020, in conjunction with the acquisition of Coast Digital, share options were issued to certain management of Coast Digital. These options are employment-linked and vesting is contingent on Coast Digital achieving EBITDA targets in FY 21, FY 22 and FY 23. The options have a fair value of GBP1.1 million and was determined using the share price at the date of grant of GBP2.50. The Coast Digital options outstanding at 31(st) December 2021 had a weighted average remaining contractual life of 2.5 years and a weighted average exercise price of GBP0.00005 per share.

On 12(th) April 2021, in conjunction with the acquisition of Retearn (refer to note 14), share options were issued to selling shareholders. These options are employment-linked and vesting is contingent on Retearn and individual selling shareholders achieving revenue growth targets in FY 21, FY 22, FY 23 and FY 24. The options have a fair value of GBP1.3 million and were issued at an exercise price of GBP0.00005 per share. The fair value of the options was determined using the share price at the date of grant of GBP4.70. The options outstanding at 31(st) December 2021 had a weighted average remaining contractual life of 2.5 years and a weighted average exercise price of GBP0.00005 per share.

The Coast Digital and Retearn share options referred to above are excluded from the reconciliation set out above of the number of options outstanding. The share options are for a fixed monetary consideration where the number of share options is variable and determined with reference to the share price at the date of vesting.

Employee Share Purchase Plan ('ESPP')

On 16(th) June 2021, an ESPP was implemented for FY 21. Under the scheme all of the employees of the Group (excluding Partners) are eligible to contribute a percentage of their gross salary (5% - 20%) to purchase shares in the Company and the Company awarded the employees with matching shares on the basis of one matching share for every one employee share held on 1(st) January 2022. The matching shares vest equally over a 5 year period with the first share vesting on 31(st) January 2023.

25. Cash flow information

Cash generated from operations:

 
                                               Group                                                   Company 
                                              FY 21                     FY 20                          FY 21                      FY 20 
                                           GBP'000s                  GBP'000s                       GBP'000s                   GBP'000s 
--------------------  -----------------------------  ------------------------  -----------------------------  ------------------------- 
Profit before 
 taxation                                    12,166                     5,818                          4,051                      9,450 
Adjustments for: 
Depreciation and 
 amortisation                                 2,048                     2,471                              -                          - 
Net finance 
 expense/(income)                               217                       660                           (20)                          8 
Share-based payments                          1,152                        47                              -                         47 
(Increase)/decrease 
 in trade and other 
 receivables                                (1,336)                     1,558                            531                    (2,474) 
Increase/(decrease) 
 in trade and other 
 payables                                     2,625                     2,712                          (295)                         96 
Foreign exchange                               (16)                        44                            (2)                          - 
                                             16,856                    13,309                          4,265                      7,127 
--------------------  -----------------------------  ------------------------  -----------------------------  ------------------------- 
 

Reconciliation of liabilities from financing activities:

 
                                                      Non-redeemable 
                                                          Preference 
                             Borrowings                       Shares        Leases     Total 
Group                          GBP'000s                     GBP'000s      GBP'000s  GBP'000s 
-------------------------  ------------  ---------------------------  ------------  -------- 
At 31 December 2019               1,625                        6,631         5,908    14,164 
Cash flows                      (1,656)                        (518)         (885)   (3,059) 
Other changes                        31                      (6,113)           262   (5,820) 
Balance 31 December 2020              -                            -         5,285     5,285 
-------------------------  ------------  ---------------------------  ------------  -------- 
Cash flows                            -                            -         (694)     (694) 
Other changes                         -                            -           654       654 
Balance 31 December 2021              -                            -         5,245     5,245 
-------------------------  ------------  ---------------------------  ------------  -------- 
 
 
                                       Borrowings               Non-redeemable                        Total 
                                                             Preference Shares 
Company                                  GBP'000s                     GBP'000s                     GBP'000s 
-----------------------------  ------------------  ---------------------------  --------------------------- 
At 31 December 2019                             -                        6,631                        6,631 
Cash flows                                   (20)                        (518)                        (538) 
Other changes                                  20                      (6,113)                      (6,093) 
Balance 31 December 2020 and                    -                            -                            - 
 31 December 2021 
-----------------------------  ------------------  ---------------------------  --------------------------- 
 

Other changes in FY 21 include non-cash movements, including accrued interest expense and an additional property lease. Other changes in FY 20 include non-cash movements, including accrued interest expense and Non-redeemable Preference Shares treated as a financial liability.

26. Financial instruments and financial risk management

Carrying amount of financial instruments

The Group's and Company's financial instruments may be analysed as follows:

 
                                       Group                                                   Company 
                                    FY 21                       FY 20                        FY 21                       FY 20 
                                 GBP'000s                    GBP'000s                     GBP'000s                    GBP'000s 
Financial 
assets 
Financial 
 assets that 
 are debt 
 instruments 
 measured at 
 amortised 
 cost                              43,795                      29,726                       20,579                      20,325 
Financial 
liabilities 
Financial 
 liabilities 
 measured at 
 amortised 
 cost                              16,162                      11,815                          129                         398 
Financial 
 liabilities 
 at fair 
 value 
 through 
 profit and 
 loss                               1,806                         406                        1,806                         406 
------------  ---------------------------  --------------------------  ---------------------------  -------------------------- 
 

Financial assets measured at amortised cost comprise cash, trade receivables and other receivables.

Financial liabilities measured at amortised cost comprise loans and borrowings, trade payables and other payables.

Financial liabilities at fair value through profit and loss comprise contingent consideration arising on acquisitions.

The Group is exposed to a variety of financial risks through its use of financial instruments which result from its operating activities. All of the Group's financial instruments are classified as loans and receivables.

The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:

Credit risk

Generally the Group's and Company's maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the reporting date, as summarised below:

 
                                        Group                                                    Company 
                                     FY 21                        FY 20                        FY 21                       FY 20 
                                  GBP'000s                     GBP'000s                     GBP'000s                    GBP'000s 
Trade 
 receivables                         6,432                        3,770                            -                           - 
Contract 
 assets                                 12                           39                            -                           - 
Other 
 receivables                         5,557                        8,414                        7,001                       9,647 
Cash and 
 cash 
 equivalents                        31,795                       17,503                       13,576                      10,678 
------------  ----------------------------  ---------------------------  ---------------------------  -------------------------- 
                                    43,796                       29,726                       20,577                      20,325 
------------  ----------------------------  ---------------------------  ---------------------------  -------------------------- 
 

Credit risk is the risk of financial risk to the Group if a counter party to a financial instrument fails to meet its contractual obligation. The nature of the Group's debtor balances, the time taken for payment by clients and the associated credit risk are dependent on the type of engagement.

The Group's trade and other receivables are actively monitored. The ageing profit of trade receivables is monitored regularly by management. Any debtors over 30 days are reviewed by the entire management group every week and explanations sought for any balances that have not been recovered.

Unbilled revenue is recognised by the Group only when all conditions for revenue recognition have been met in line with the Group's accounting policy.

Other receivables include amounts owed by senior employees for the acquisition of shares in the Company. The EBT holds legal title to these shares which will not be released to the beneficial owner prior to the repayment of the loan.

The Directors are of the opinion that there is no material credit risk at Group level.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations associated with its financial liabilities. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

The table below analyses the Group's financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the tables are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not significant.

Contractual maturities of financial liabilities of the Group as at 31(st) December 2021:

 
                           Less            Between   Between                                   Carrying 
                           than     6-12   1 and 2   2 and 5      Over  Total contractual     amount of 
                       6 months   months     years     years   5 years          cashflows   liabilities 
------------------  -----------  -------  --------  --------  --------  -----------------  ------------ 
Trade payables              825        -         -         -         -                825           825 
Lease liabilities           347      380       761     2,270     2,632              6,390         5,245 
Financial 
 liabilities 
 at fair value 
 through profit 
 and loss                   436        -       670       700         -              1,806         1,806 
                          1,608      380     1,431     2,970     2,632              9,021         7,876 
------------------  -----------  -------  --------  --------  --------  -----------------  ------------ 
 

Contractual maturities of financial liabilities of the Group as at 31(st) December 2020:

 
                         Less            Between   Between                                   Carrying 
                         than     6-12   1 and 2   2 and 5      Over  Total contractual     amount of 
                     6 months   months     years     years   5 years          cashflows   liabilities 
------------------  ---------  -------  --------  --------  --------  -----------------  ------------ 
Trade payables            526        -         -         -         -                526           526 
Lease liabilities         347      347     1,388     3,469     1,735              7,286         5,286 
Financial 
 liabilities 
 at fair value 
 through profit 
 and loss                   -      203       203         -         -                406           406 
                          872      550     1,591     3,469     1,735              8,218         6,218 
------------------  ---------  -------  --------  --------  --------  -----------------  ------------ 
 

Interest rate risk

As at 31(st) December 2021 the Group has no interest rate risk exposure as following the IPO, on 15(th) July 2020, the Group's bank loan was repaid in full from the proceeds of the Placing.

The Group has used a sensitivity analysis technique that measured the estimated change to the statement of comprehensive income and equity of a 1% increase or decrease in interest rates for each class of financial instrument, with other variables remaining unchanged. The sensitivity analysis is based on the assumptions that changes in market interest rates affect the interest of variable interest financial instruments. Under these assumptions, a 1% increase or decrease in market interest rate for all financial liabilities held by the Group would have an immaterial impact on the profit before tax and equity of the Group.

Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily US Dollars. The Group monitors exchange rate movements closely and ensures adequate funds are maintained in appropriate currencies to meet known liabilities.

The Group's exposure to foreign currency risk at the end of the reporting period, expressed in Currency Units, was as follows:

 
                                       FY 21                            FY 20 
                          USD '000s  EUR '000s  ZAR '000s  USD '000s  EUR '000s  ZAR '000s 
------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
Cash & cash equivalents      11,900          2      1,739      2,630        175          - 
Trade receivables             1,450        101          -          -          -          - 
Trade payables                  (5)        (5)       (63)          -          -          - 
------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 

The Group is exposed to foreign currency risk on the relationship between the functional currencies of the Group companies and the other currencies in which the Group's material assets and liabilities are denominated. The table below summaries the effect on profit and loss had the functional currencies of the Group weakened or strengthened against these other currencies, with all other variables held constant.

 
                                                                  FY 21                  FY 20 
                                                               GBP'000s               GBP'000s 
-----------------------------------------  ----------------------------  --------------------- 
10% weakening of functional currency                                925                    208 
10% strengthening of functional currency                          (925)                  (208) 
-----------------------------------------  ----------------------------  --------------------- 
 

The impact of a change of 10% has been selected as this has been considered reasonable given the current level of exchange rates and the volatility observed both on a historical basis and market expectations for future movements.

Fair value of financial instruments

The fair values of all financial assets and liabilities approximates to their carrying value.

Capital risk management

The Group defines capital as being share capital plus all reserves, which amounted to GBP86.0 million as at 31(st) December 2021 (FY 20: GBP70.7 million)

The Group's objectives when managing capital are to:

-- Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders; and

   --      Maintain an optimal capital structure to reduce the cost of capital. 

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

27. Related party disclosures

Related parties, following the definitions in IAS 24, are the Group's subsidiary companies, members of the Board, key management personnel and their families, and shareholders who have control or significant influence over the Group. Refer to note 12 for key management personnel compensation disclosures. The Directors' Report contains details of Board remuneration.

On 27(th) April 2021 a total of 604,524 options over Ordinary shares were granted to Directors and PDMRs of the Company at an exercise price of 545 pence. The options have a five year vesting period.

On 12(th) May 2021 certain Directors and PDMRs of the Company sold 457,515 shares at a price of 500 pence in order to satisfy strong institutional demand. Each of the selling shareholders applied the proceeds to satisfy in part or in full the loans provided to them by the Group to acquire Ordinary shares prior to the Company's IPO.

On 13(th) October 2021 certain Directors and PDMRs of the Company sold 553,643 shares at a price of 630 pence in order to satisfy strong institutional demand. Each of the selling shareholders with a loan balance outstanding to the Company applied the proceeds to satisfy in part or in full the loans provided to them by the Company to acquire Ordinary shares prior to the Company's IPO.

In FY 20, the Group offset GBP949,771 of amounts lent to shareholders to settle amounts owed to the Group by Elixirr Partners LLP. There was an outstanding liability with Elixirr Partners LLP of GBP105,074 included in current liabilities as at 31(st) December 2020. The outstanding liability was settled with Elixirr Partners LLP in FY 21.

Gavin Patterson, independent non-executive chairman of the Board, provided consulting services to the Company totalling GBP25,000 (FY 20: GBP45,021) in FY 21.

In FY 20, travel and marketing costs include the hire of an aeroplane from Aviation E LLP, Stephen Newton a member of the Board is a member of Aviation E LLP. The total expense incurred was GBP19,845 with GBP6,696 outstanding as at 31(st) December 2020. In FY 21 the GBP6,696 owing to Aviation E LLP was settled.

In FY 20 interest-free loans were made to key management personnel to acquire shares in the Company and to settle their liability to a related party, Elixirr Partners LLP. The loans were repaid along with repayment of the opening balance during FY 21. A reconciliation of the loans to key management personnel is shown below:

 
                                          GBP'000s 
--------------------  ---------------------------- 
At 31 December 2019                            170 
Loans advanced                               6,230 
Loan repayments                            (2,544) 
At 31 December 2020                          3,856 
--------------------  ---------------------------- 
Loan repayments                            (3,856) 
At 31 December 2021                              - 
--------------------  ---------------------------- 
 

Company related party transactions are disclosed in notes 17 and 19.

   28.    Events after the reporting date 

On 17(th) March 2022, the Group acquired 100% of the share capital and voting interests of iOLAP Inc. ('iOLAP'), a US-headquartered technology and data firm. The acquisition brings specialist data and analytics capabilities, including artificial intelligence (AI) and machine learning (ML), into the Group where there is existing demand for these services.

The Group acquired iOLAP for a maximum consideration payable of US$40.0 million (GBP30.4 million). The consideration consists of:

   --      An initial cash consideration of US$25.2 million (GBP19.2 million); 

-- Potential earn out payments of up to US$14.8 million (GBP11.3 million) in Ordinary shares which are contingent on iOLAP achieving revenue growth and EBITDA margin targets in periods up to 31st December 2024. This consideration will be satisfied at Elixirr's option to use either one or a combination of both approaches set out below in relation to the initial consideration.

Of the US$25.2 million (GBP19.2 million) initial cash consideration, US$14.0 million (GBP10.6 million) was paid to the selling shareholders free of restrictions. The remaining balance of US$11.2 million (GBP8.5 million) is subject to a contractual commitment to use the after-tax amount (US$8.5 million) to purchase Ordinary shares in Elixirr at a price per share of GBP6.425 by 29(th) April 2022. The Ordinary shares will be purchased, at Elixirr's option, either from the EBT, subject to sufficient available supply, or otherwise by way of a subscription for new Ordinary shares from Elixirr, or a combination of both. The balance of this element of the cash consideration (US$2.7 million) was paid to the sellers to settle their tax obligations relating to it.

The Ordinary shares purchased pursuant to the acquisition will be subject to a one-year lock-in arrangement and limitations on the Ordinary shares that each seller can sell in each of the following three years.

As part of the transaction, iOLAP's largest shareholder has agreed to sign up to a bonus and commitment agreement through which he will share a portion of the value of his consideration to a further six senior leaders in the firm. The sellers have also agreed to three-year restrictive covenant agreements.

If the acquisition of iOLAP had been completed on 1 January 2021, Group revenues for the period would have been GBP66.8 million and Group profit before tax would have been GBP14.9 million.

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 iOLAP has not be made given the limited amount of time available between the acquisition date and the date this annual report was authorised for issue.

On 3(rd) March 2022, Elixirr Inc. was incorporated in Delaware as a direct subsidiary of Elixirr International Plc. Elixirr Inc. was used as the acquisition vehicle for iOLAP.

The Directors are proposing a final Ordinary dividend in respect of the financial year ended 31(st) December 2021 of 4.1 pence per share.

As at 1(st) April 2022, in accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company continues to have 46,186,481 Ordinary shares in issue, of which none are held in Treasury.

The total number of voting rights in the Company is 46,186,481. This figure of 46,186,481 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.

   29.    Reserves 
 
 Share capital 
 Share capital represents the nominal value of share capital 
  subscribed. 
 
 Share premium 
 The share premium account is used to record the aggregate 
  amount or value of premiums paid when the Company's shares 
  are issued at a premium, net of associated share issue costs. 
 
 Capital redemption reserve 
 The capital redemption reserve is a non-distributable reserve 
  into which amounts are transferred following the redemption 
  or purchase of the Company's own shares. 
 
 EBT share reserve 
 The EBT share reserve represents the cost of shares repurchased 
  and held in the employee benefit trust ("EBT"). 
 
 Merger relief reserve 
 This reserve records the amounts above the nominal value received 
  for shares sold, less transaction costs in accordance with 
  section 610 of the Companies Act 2006. 
 
 Foreign currency translation reserve 
 The foreign currency translation reserve represents exchange 
  differences that arise on consolidation from the translation 
  of the financial statements of foreign subsidiaries. 
 
 Retained earnings 
 The retained earnings reserve represents cumulative net gains 
  and losses recognised in the statement of comprehensive income 
  and equity-settled share-based payment reserves and related 
  deferred tax on share-based payments. 
 
   30.    Ultimate controlling party 

There is no ultimate controlling party as at 31(st) December 2021.

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April 04, 2022 02:01 ET (06:01 GMT)

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