Endava(DAVA) - 2024 Q4 - Annual Report

Certain Defined Terms and Presentation of Financial Information This section defines key terms, clarifies IFRS financial reporting, and presents the June 30 currency rate Summary This section defines key terms, clarifies the company's IFRS financial reporting, and provides the June 30 fiscal year-end currency translation rate - The company's fiscal year ends on June 30[7] - Financial statements are prepared in accordance with IFRS, not U.S. GAAP[7] Currency Translation Rate (June 30, 2024) | Currency | Rate | | :------- | :--- | | £1.00 | $1.2841 | Cautionary Statement Regarding Forward-Looking Statements This section warns that the report contains forward-looking statements subject to risks and uncertainties, which may differ materially Forward-Looking Statements and Risks This section warns that the report contains forward-looking statements subject to risks and uncertainties, which may differ materially from actual results - Forward-looking statements are identified by words such as 'anticipate,' 'believe,' 'could,' 'estimate,' 'expect,' 'intend,' 'plan,' 'potential,' and 'should'[10] - Statements are subject to substantial risks and uncertainties, and actual results may differ materially due to factors identified in 'Item 3.D. Key Information—Risk Factors'[11] - Key areas of forward-looking statements include revenue growth, client retention, attracting IT professionals, acquisitions, market penetration, pricing, competition, technological adaptation, growth plans, financial performance, impact of economic conditions (inflation, interest rates), and geopolitical events (Ukraine-Russia conflict)[11] Market and Industry Data This section clarifies that industry and market data are from third-party sources, involve assumptions, and are subject to high industry uncertainty Data Sources and Limitations This section clarifies that industry and market data presented in the report are derived from independent third-party surveys, market research, and publicly available information - Industry and market data are obtained from independent third-party surveys, market research, publicly available information, and governmental reports[14] - All market data involves a number of assumptions and limitations, and the industry is subject to a high degree of uncertainty and risk[14] PART 1 This part details the company's key information, business overview, financial performance, and governance structures Item 1. Identity of Directors, Senior Management and Advisers This item is not applicable, indicating no specific information is provided in this section Item 2. Offer Statistics and Expected Timetable This item is not applicable, indicating no specific information is provided in this section Item 3. Key Information This section provides key information about the company, including reserved items, capitalization and indebtedness, reasons for the offer and use of proceeds, and a comprehensive overview of risk factors that could materially affect the business, financial condition, or results of operations A. [Reserved] This sub-item is reserved, indicating no specific content is provided B. Capitalization and Indebtedness This item is not applicable, indicating no specific information is provided in this section C. Reasons for the Offer and Use of Proceeds This item is not applicable, indicating no specific information is provided in this section D. Risk Factors This section outlines significant risks that could materially and adversely affect the company's business, financial condition, or results of operations - Operating results may experience significant variability due to factors like project timing, cost estimates, employee retention, pricing, client demand, seasonal trends, and economic conditions[18][22] - Profitability is sensitive to pricing, which is influenced by client perception, competition, wage levels, and utilization rates; inability to maintain favorable pricing or absorb increased costs due to inflation could reduce margins[18][24][25] - Cybersecurity threats, including ransomware and social engineering attacks, pose significant risks to IT systems and data, potentially leading to operational disruptions, data loss, regulatory actions, and reputational harm; the hybrid working model and reliance on third-party providers exacerbate these risks[18][29][31][32][34][38] - The use of generative AI tools introduces new risks, including potential operational challenges, liability, and reputational harm due to unsettled legal landscapes (e.g., EU AI Act), unclear copyright ownership of AI-generated output, and risks of intellectual property infringement or disclosure of sensitive information[18][54][55][57][58][61][62] - Dependence on a limited number of industry verticals (Payments, BCM, TMT) makes the company vulnerable to demand decreases in these sectors, and efforts to penetrate new verticals may not be successful[18][47][48][49] - The company relies heavily on its existing client base, with 91.7% of FY2024 revenue from prior-year clients and the top 10 clients accounting for 32.5% of revenue; loss or reduction of business from these clients could materially affect revenue[18][50][51][52] - Intense competition from next-generation IT service providers, digital agencies, consulting firms, and in-house development, coupled with rapid technological change (e.g., AI), requires continuous innovation to remain competitive[18][75][77][78] - Acquisitions (e.g., GalaxE, EQ Tek, TLM Partners in FY2024) are a key growth strategy but pose integration challenges, potential disruption, dilution of shareholder value, and unexpected costs or liabilities[19][84][85][86][88] - Global operations expose the company to foreign currency fluctuations (e.g., GBP, EUR, USD), political instability (e.g., Russia-Ukraine conflict), varying legal and regulatory requirements, and wage inflation in emerging markets[11][66][69][163][165][168][189][191][194] - The dual-class share structure concentrates voting control, with CEO John Cotterell holding approximately 45.2% of voting rights as of August 15, 2024, limiting other shareholders' influence[213][214][215] Item 4. Information on the Company This item provides detailed information about Endava, including its history, business overview, organizational structure, and property, plant, and equipment A. History and Development of the Company Endava plc was incorporated in February 2000 as Endava Limited and re-registered as a public limited company in July 2018 - Endava plc was originally incorporated as Endava Limited in February 2000 and re-registered as a public limited company in July 2018[237][238] - The company has a dual-class share structure: Class B ordinary shares have 10 votes per share, and Class A ordinary shares (underlying ADSs) have one vote per share[237] Capital Expenditures (FY2022-2024) | Fiscal Year | Capital Expenditures (£ million) | | :---------- | :------------------------------- | | 2024 | 5.1 | | 2023 | 13.5 | | 2022 | 13.7 | - Capital expenditures are primarily for office spaces and are expected to increase in FY2025, financed by cash from operations and cash equivalents[240][241] B. Business Overview Endava is a leading provider of next-generation technology services, focusing on digital transformation and leveraging AI - Endava is a leading provider of next-generation technology services, enabling clients to drive digital transformation and succeed in the AI-driven digital shift[242] - The company utilizes a proprietary enterprise agile delivery framework called The Endava Adaptive Model (TEAM), which includes an Engagement Model, an Interaction Model (TEAS), and Engineering Practices[244][263] Key Financial and Operational Metrics (FY2022-2024) | Metric | FY2024 (£ million) | FY2023 (£ million) | FY2022 (£ million) | | :----------------------------------- | :----------------- | :----------------- | :----------------- | | Revenue | 740.8 | 794.7 | 654.8 | | Revenue (decline)/growth rate (constant currency) | (4.5)% | 16.6% | 47.6% | | Profit before taxes | 27.0 | 114.2 | 102.4 | | Profit before taxes as % of revenue | 3.6% | 14.4% | 15.6% | | Adjusted PBT Margin | 11.2% | 20.7% | 21.1% | | Active Clients | 695 | 711 | 732 | | Employees (as of June 30) | 12,085 | 12,063 | 11,853 | - Revenue decreased by 6.8% in FY2024 to £740.8 million, primarily due to an uncertain macroeconomic environment, the advent of AI causing client decision delays, and slowing post-COVID tech spend[403] Revenue by Geography (FY2022-2024) | Geography | FY2024 (£'000) | FY2023 (£'000) | FY2022 (£'000) | | :--------------- | :------------- | :------------- | :------------- | | North America | 241,652 | 258,112 | 228,112 | | Europe | 191,206 | 182,551 | 138,005 | | United Kingdom | 247,598 | 309,365 | 270,844 | | Rest of the World| 60,300 | 44,705 | 17,796 | | Total | 740,756 | 794,733 | 654,757 | Revenue by Industry Vertical (FY2022-2024) | Industry Vertical | FY2024 (£'000) | FY2023 (£'000) | FY2022 (£'000) | | :---------------- | :------------- | :------------- | :------------- | | Payments | 178,778 | 232,263 | 195,415 | | BCM | 110,706 | 128,653 | 99,129 | | Insurance | 62,472 | 55,091 | 37,298 | | TMT | 169,227 | 173,927 | 163,534 | | Mobility | 73,739 | 80,399 | 67,277 | | Other | 145,834 | 124,400 | 92,104 | | Total | 740,756 | 794,733 | 654,757 | - The company's strategy includes expanding relationships with existing clients, establishing new client relationships across verticals and geographies (especially North America and Asia-Pacific), leading the adoption of next-generation technologies (AI, ML, generative AI, IoT, AR/VR), expanding delivery capacity in talent-rich nearshore locations, and selectively pursuing acquisitions[279][280][281][283][284][285] - Endava's capabilities span digital product accelerations, advisory and digital strategy, leading delivery, digital engineering, data and AI, and operations and optimization, delivered through a four-step process: Ideate, Discover and Plan, Build and Integrate, and Run and Evolve[287][289][292][297][301][309][311] - Key frameworks and tools include Dava.X (focused on emerging technologies), The Endava Adaptive Method (TEAM) for distributed agile delivery, and proprietary software analysis tools like Chronos, Ray, Dash, Infra, Maps, and the Agentic AI Industry Accelerator (Morpheus)[316][317][319][326][329][330][331][332][334] - The delivery model emphasizes scaled global, nearshore delivery with close-to-client capabilities, primarily in European Union countries (40.6% of employees), Central European non-EU countries, Latin America, Asia-Pacific, and India[338][339][340][341] - Competition is intense and fragmented, coming from next-generation IT service providers, digital agencies, consulting companies, and in-house client development; key competitive factors include innovation, technical expertise, end-to-end solutions, delivery location, price, and reputation[347][348] C. Organizational Structure This section refers to Exhibit 8.1 for a list of the company's significant subsidiaries, indicating that detailed organizational structure information is provided externally - A list of significant subsidiaries is provided in Exhibit 8.1[357] D. Property, Plant and Equipment. This section refers to other parts of the report for detailed information - Information on facilities is discussed in 'Item 4.B. Business Overview—Facilities'[357] Item 4A. Unresolved Staff Comments This item is not applicable, indicating no specific information is provided in this section Item 5. Operating and Financial Review and Prospects This section provides a detailed discussion and analysis of Endava's financial condition and results of operations, including an overview of its business, recent acquisitions, key performance factors, macroeconomic considerations, and non-IFRS financial measures Overview Endava is a leading next-generation technology services provider, aiding clients in digital transformation from ideation to production - Endava is a global next-generation technology services provider, supporting clients from ideation to production with digital transformation solutions[358] - As of June 30, 2024, the company had 695 active clients, with Mastercard being the largest client, contributing less than 10% of revenue in FY2024[360][343] Key Financial Performance (FY2022-2024) | Metric | FY2024 (£ million) | FY2023 (£ million) | FY2022 (£ million) | | :----------------------------------- | :----------------- | :----------------- | :----------------- | | Revenue | 740.8 | 794.7 | 654.8 | | Revenue (decline)/growth rate (constant currency) | (4.5)% | 16.6% | 47.6% | | Profit before taxes | 27.0 | 114.2 | 102.4 | | Profit before taxes as % of revenue | 3.6% | 14.4% | 15.6% | | Adjusted PBT Margin | 11.2% | 20.7% | 21.1% | Revenue by Geography (FY2022-2024) | Geography | FY2024 (£'000) | FY2023 (£'000) | FY2022 (£'000) | | :--------------- | :------------- | :------------- | :------------- | | North America | 241,652 | 258,112 | 228,112 |\ | Europe | 191,206 | 182,551 | 138,005 |\ | United Kingdom | 247,598 | 309,365 | 270,844 |\ | Rest of the World| 60,300 | 44,705 | 17,796 |\ | Total | 740,756 | 794,733 | 654,757 | Revenue by Industry Vertical (FY2022-2024) | Industry Vertical | FY2024 (%) | FY2023 (%) | FY2022 (%) | | :---------------- | :--------- | :--------- | :--------- | | Payments | 24.1% | 29.2% | 29.8% | | BCM | 14.9% | 16.2% | 15.1% | | Insurance | 8.4% | 6.9% | 5.7% | | TMT | 22.8% | 21.9% | 25.0% | | Mobility | 10.0% | 10.1% | 10.3% | | Other | 19.7% | 15.7% | 14.1% | Recent Acquisitions Endava has strategically pursued acquisitions to enhance capabilities, expand geographic reach, and diversify industry verticals - In April 2024, Endava acquired GalaxE, a global IT and business solutions provider with a focus on the US healthcare sector and offshore delivery in India[367] - In February 2024, Endava acquired EQ Tek, a software R&D and support function based in Krakow, Poland[368] - In August 2023, Endava acquired TLM Partners, Inc., specializing in outsourced development services for PC and console video games[369] - In June 2023, Endava acquired DEK, a multinational firm developing software solutions across various applications, headquartered in Australia with offices in Vietnam and Sweden[369] - In May 2023, Endava acquired Mudbath, an Australian technology firm specializing in strategy, design, and engineering services[369] - In October 2022, Endava acquired Lexicon, an Australian technology consulting, design, and engineering firm, enhancing its presence in Australia and providing a delivery location in Vietnam[369] - In February 2022, Endava acquired BAC, a U.K.-based insurance software implementation specialist[371] Key Factors Affecting Our Performance Endava's performance is influenced by its ability to expand existing client relationships, acquire new clients across diverse verticals and geographies, attract and retain skilled IT talent, efficiently utilize its workforce, and continuously innovate in emerging technologies - Expanding relationships with existing clients is crucial, with the number of clients spending over £1.0 million remaining at 146 in FY2024, and the average spend of the top 10 clients being £24.1 million[372] - Adding new clients across industry verticals and geographies is a key focus, despite a decrease in active clients from 732 in FY2022 to 695 in FY2024 due to macroeconomic headwinds[373] - Attracting, retaining, and efficiently utilizing talent is vital; average operational headcount decreased by 2.6% in FY2024, and the attrition rate increased to 13.1% (from 11.4% in FY2023) due to competition and reduced demand[374] - Expanding nearshore delivery capacity is essential for supporting client interactions and leveraging talent pools in regions with similar time zones[375] - Continuous innovation and leadership in next-generation technologies are critical for competitive differentiation and maintaining favorable gross margins[377] - Macroeconomic conditions, including increased inflation and geopolitical conflicts (Russia-Ukraine, Israel-Hamas), create economic uncertainty, potentially slowing technology spending and impacting business growth[378] Macroeconomic Considerations Macroeconomic conditions, such as increased inflation rates and geopolitical conflicts (e.g., Russia-Ukraine, Israel-Hamas wars), significantly impact Endava's business - Unfavorable global economic conditions, including increased inflation and geopolitical conflicts, negatively affect business growth and results of operations[378] - Economic uncertainty and downturns can cause businesses to slow spending on technology services, impacting demand for Endava's services[378] Non-IFRS Measures and Management Metrics Endava monitors several non-IFRS financial measures and management metrics to evaluate business performance, including revenue growth rate at constant currency, average number of operational employees, revenue concentration, number of large clients, Adjusted PBT Margin, and Adjusted Free Cash Flow Non-IFRS Measures and Management Metrics (FY2022-2024) | Metric | FY2024 | FY2023 | FY2022 | | :----------------------------------- | :---------- | :---------- | :---------- | | Revenue (decline)/growth rate at constant currency | (4.5)% | 16.6% | 47.6% | | Average number of employees involved in delivery of our services | 10,587 | 10,872 | 9,492 | | Revenue concentration (top 10 clients) | 32.5% | 32.8% | 33.8% | | Number of large clients (>£1.0M revenue) | 146 | 146 | 134 | | Adjusted PBT Margin | 11.2% | 20.7% | 21.1% | | Adjusted free cash flow (£'000) | 58,401 | 111,525 | 107,163 | Reconciliation of Revenue Growth Rate (FY2022-2024) | Metric | FY2024 | FY2023 | FY2022 |\ | :----------------------------------- | :------- | :------- | :------- |\ | Revenue period-over-period (decline)/growth rate | (6.8)% | 21.4% | 46.7% |\ | Estimated impact of foreign currency exchange rate fluctuations | 2.3% | (4.8)% | 0.9% |\ | Revenue (decline)/growth rate at constant currency | (4.5)% | 16.6% | 47.6% | Reconciliation of Adjusted PBT to Profit Before Taxes (FY2022-2024) | Metric | FY2024 (£'000) | FY2023 (£'000) | FY2022 (£'000) | | :----------------------------------- | :------------- | :------------- | :------------- | | Profit before taxes | 26,980 | 114,163 | 102,379 | | Share-based compensation expense | 34,678 | 31,058 | 35,005 | | Amortization of acquired intangibles assets | 14,980 | 12,270 | 10,823 | | Foreign currency exchange losses (gains), net | 2,233 | 10,729 | (9,944) | | Restructuring costs | 11,645 | 6,588 | — | | Exceptional property charges | 1,925 | — | — | | Fair value movement of contingent consideration | (9,486) | (10,613) | — | | Adjusted PBT | 82,955 | 164,195 | 138,263 | Reconciliation of Adjusted Free Cash Flow (FY2022-2024) | Metric | FY2024 (£'000) | FY2023 (£'000) | FY2022 (£'000) | | :----------------------------------- | :------------- | :------------- | :------------- | | Net cash provided by operating activities | 54,392 | 124,518 | 120,719 | | Grant received | 707 | 494 | 139 | | Purchases of non-current assets (tangible and intangible) | (5,140) | (13,487) | (13,695) | | Settlement of CoC bonuses on acquisition | 8,442 | — | — | | Adjusted free cash flow | 58,401 | 111,525 | 107,163 | A. Operating Results This section details the company's revenue, cost of sales, gross profit, selling, general and administrative expenses, net finance income/expense, and provision for income taxes for the fiscal years ended June 30, 2024, 2023, and 2022 Consolidated Statements of Comprehensive Income (FY2022-2024) | Metric | FY2024 (£'000) | FY2023 (£'000) | FY2022 (£'000) | | :----------------------------------- | :------------- | :------------- | :------------- | | Revenue | 740,756 | 794,733 | 654,757 | | Total cost of sales | (561,048) | (530,656) | (436,826) | | Gross profit | 179,708 | 264,077 | 217,931 | | Selling, general and administrative expenses | (159,568) | (151,232) | (122,547) | | Operating profit | 20,140 | 112,845 | 95,384 | | Net finance income | 6,840 | 1,318 | 6,995 | | Profit before tax | 26,980 | 114,163 | 102,379 | | Tax on profit on ordinary activities | (9,858) | (20,000) | (19,286) | | Profit for the year | 17,122 | 94,163 | 83,093 | - Revenue for FY2024 decreased by £54.0 million (6.8%) to £740.8 million, or 4.5% in constant currency, primarily due to an uncertain macroeconomic environment and delays in client decision-making related to AI adoption[403] Revenue Change by Industry Vertical (FY2023 vs. FY2024) | Industry Vertical | FY2024 (£'000) | FY2023 (£'000) | % Change | | :---------------- | :------------- | :------------- | :------- | | Payments | 178,778 | 232,263 | (23.0)% | | BCM | 110,706 | 128,653 | (13.9)% | | Insurance | 62,472 | 55,091 | 13.4% | | TMT | 169,227 | 173,927 | (2.7)% | | Mobility | 73,739 | 80,399 | (8.3)% | | Other | 145,834 | 124,400 | 17.2% | - Gross margin decreased to 24.3% in FY2024 from 33.2% in FY2023, driven by macroeconomic uncertainty, AI-related delays, reduced staff utilization due to lower demand, and significant restructuring costs[411][412] - Selling, general and administrative expenses increased by £8.3 million (5.5%) in FY2024, reaching 21.5% of revenue, primarily due to increased support function costs, restructuring costs (£2.6 million), and higher depreciation and amortization[413] - Net finance income increased by £5.5 million to £6.8 million in FY2024, mainly due to lower foreign exchange losses (£2.2 million vs. £10.7 million in FY2023) and increased interest earned on bank deposits, partially offset by fair value movements of contingent consideration and higher interest on the revolving credit facility[414] - Provision for income taxes decreased by £10.1 million (50.7%) in FY2024, with an effective tax rate of 36.5% (vs. 17.5% in FY2023), impacted by the use of UK tax losses, prior year true-ups, and write-off of share-based payments deferred tax assets[416] B. Liquidity and Capital Resources Endava's liquidity is primarily financed through operations, revolving credit facilities, and its IPO - As of June 30, 2024, Endava had £62.4 million in cash and cash equivalents[418] - The company has an unsecured revolving credit facility of £350.0 million, with £144.8 million outstanding as of June 30, 2024, and an uncommitted accordion option for up to £150.0 million[419] - The company believes existing cash, cash from operations, and credit facilities are sufficient for the next 12 months, but future capital requirements depend on growth and acquisitions[420] Material Cash Requirements (as of June 30, 2024) | Obligation | Less than 1 Year (£'000) | 1 to 3 Years (£'000) | 3 to 5 Years (£'000) | More than 5 Years (£'000) | Total (£'000) | | :--------------------------------- | :----------------------- | :------------------- | :------------------- | :------------------------ | :------------ | | Revolving credit facility | 8,540 | 158,323 | — | — | 166,863 | | Lease liabilities | 14,450 | 31,080 | 7,920 | 10,487 | 63,937 | | Financial guarantees | 4,094 | 623 | 1,050 | 222 | 5,989 | | Short-term leases | 1,893 | — | — | — | 1,893 | | Leases contracted, but not yet commenced | 136 | 288 | 24 | — | 448 | | Other long-term liabilities | — | — | — | 509 | 509 | | Total | 29,113 | 190,314 | 8,994 | 11,218 | 239,639 | Summary of Cash Flows (FY2022-2024) | Cash Flow Activity | FY2024 (£'000) | FY2023 (£'000) | FY2022 (£'000) | | :--------------------------------- | :------------- | :------------- | :------------- | | Net cash from operating activities | 54,392 | 124,518 | 120,719 | | Net cash used in investing activities | (290,325) | (110,851) | (23,875) | | Net cash generated from/(used in) financing activities | 135,061 | (10,998) | (5,078) | | Net change in cash and cash equivalents | (100,872) | 2,669 | 91,760 | | Cash and cash equivalents at end of year | 62,358 | 164,703 | 162,806 | - Operating cash flow in FY2024 was £54.4 million, primarily from profit before tax and non-cash items, offset by tax paid and adverse working capital movements[425] - Investing activities used £290.3 million in FY2024, mainly for the acquisitions of GalaxE (£216.6 million), EQ Tek (£12.5 million), and TLM (£3.4 million), and repayment of external loans[429] - Financing activities generated £135.1 million in FY2024, driven by net proceeds from the revolving credit facility (£145.8 million) and share option exercises, partially offset by lease liability repayments and interest[432] C. Research and Development, Patents and Licenses This item is not applicable, indicating no specific information is provided in this section D. Trend Information This section refers to other parts of the report for detailed information - Trend information is discussed in 'Item 5.A—Operating Results' and 'Item 5.B—Liquidity and Capital Resources'[434] E. Critical Accounting Estimates This section refers to other parts of the report for detailed information - Critical accounting estimates are described in note 3D to the consolidated financial statements[435] Item 6. Directors, Senior Management and Employees This section provides information on Endava's executive officers and directors, their compensation, board practices, and employee-related details A. Directors and Senior Management This section lists Endava's executive officers and non-employee directors, including their ages and positions as of August 15, 2024 Executive Officers and Directors (as of August 15, 2024) | Name | Age | Position(s) | | :---------------- | :-- | :------------------------------------------- | | Executive Officers | | | | John Cotterell | 63 | Chief Executive Officer, Director | | Mark Thurston | 60 | Chief Financial Officer, Director | | Rohit Bhoothalingam | 51 | General Counsel | | Julian Bull | 54 | Chief Operating Officer | | David Churchill | 41 | Chief People Officer | | Matt Cloke | 50 | Chief Technology Officer | | Non-Employee Directors | | | | Trevor Smith | 69 | Chairman of the Board of Directors | | Patrick Butcher | 56 | Director | | Sulina Connal | 56 | Director | | Ben Druskin | 56 | Director | | Kathryn Hollister | 64 | Director | | David Pattillo | 64 | Director | - The board of directors consists of 8 members, with six independent directors under New York Stock Exchange rules[536] - There are no family relationships among any executive officers or directors[438] B. Compensation This section details the compensation for directors and executive officers for FY2024, including salary, benefits, and equity awards Director Compensation (FY2024, £'000s) | Director | Salary and fees | Benefits | Bonus | Multi-year service variable | Pension | Total | | :---------------- | :-------------- | :------- | :---- | :-------------------------- | :------ | :---- | | John Cotterell | 500 | 13 | — | — | 32 | 545 | | Mark Thurston | 325 | 11 | — | — | 26 | 362 | | Trevor Smith | 75 | — | — | 138 | — | 213 | | Ben Druskin | 56 | — | — | 138 | — | 194 | | David Pattillo | 61 | — | — | 138 | — | 199 | | Sulina Connal | 55 | — | — | 138 | — | 193 | | Kathryn Hollister | 56 | — | — | 138 | — | 194 | | Patrick Butcher | 55 | — | — | 138 | — | 193 | - Executive directors (John Cotterell and Mark Thurston) did not receive a bonus for FY2024 as the Adjusted PBT performance condition was not met[453][462] - Short-term performance equity awards (STI PSUs) for executive directors in FY2024 were subject to revenue growth, Adjusted PBT margin, and Order Book metrics; none of these targets were met, resulting in 0% payout and full lapse of the PSUs[465][466] - Long-term performance equity awards (LTI PSUs) for executive directors in FY2024 are subject to three-year revenue, Adjusted PBT Margin, and relative total shareholder return targets, vesting in October 2026[467][470] - Non-executive directors received Restricted Share Units (RSUs) in February 2024, which are expected to vest in December 2024, subject to continued service[474][476] - Executive directors are required to build and maintain a shareholding value of 300% of salary within five years of appointment, while non-executive directors are required to hold $300,000 in shares[482] C. Board Practices Endava's board of directors consists of eight members, with six independent directors - The board of directors has 8 members, with six identified as independent[536] - Directors serve for a term of one year and retire at every annual general meeting of shareholders[537] - The board has three standing committees: Audit Committee, Remuneration Committee, and Nominating and Corporate Governance Committee[539] - The Audit Committee oversees financial reporting and internal controls, with Mr. Pattillo as the 'audit committee financial expert'[540] - The Remuneration Committee determines executive officer compensation and oversees the overall compensation strategy[542][544] - The Nominating and Corporate Governance Committee identifies board candidates and develops corporate governance principles[545] D. Employees This section refers to other parts of the report for detailed information - Information regarding employees is discussed in 'Item 4.B - Business Overview - Our People'[546] E. Share Ownership. This section refers to other parts of the report for detailed information - Information on share ownership of directors and executive officers is available in 'Item 6.B.—Compensation—Outstanding Equity Awards, Grants and Option Exercises' and 'Item 7.A—Major Shareholders'[547] F. Disclosure of a Registrant's Actions to Recover Erroneously Awarded Compensation This item is not applicable, indicating no specific information is provided in this section Item 7. Major Shareholders and Related Party Transactions This section details the beneficial ownership of Endava's shares, including major shareholders and executive officers, as of August 15, 2024 A. Major Shareholders As of August 15, 2024, Endava had 44,675,400 Class A and 14,356,032 Class B ordinary shares outstanding Beneficial Ownership of Shares (as of August 15, 2024) | Name of Beneficial Owner | Class A Ordinary Shares Owned (%) | Class B Ordinary Shares Owned (%) | Total Voting Power (%) | | :----------------------- | :-------------------------------- | :-------------------------------- | :--------------------- | | Alex Day | — | 14.3 | 10.9 | | Goran Stevanovic | — | 11.6 | 8.8 | | Kayne Anderson Rudnick Investment Management, LLC | 9.6 | — | 2.3 | | BAMCO Inc./Ronald Baron/Baron Capital Group, Inc. | 5.3 | — | 1.3 | | John Cotterell | * | 59.2 | 45.2 | | Mark Thurston | * | * | * | | Julian Bull | * | 3.2 | 2.5 | | All current executive officers and directors as a group (12 persons) | * | 63.0 | 48.2 | - The percentage ownership and voting power are based on 44,675,400 Class A ordinary shares and 14,356,032 Class B ordinary shares outstanding as of August 15, 2024[549] - John Cotterell, CEO, beneficially holds approximately 45.2% of the total voting rights[553] - As of August 15, 2024, approximately 1.2% of total outstanding Class A ordinary shares were held by 24 record holders in the United States, and less than 1% of Class B ordinary shares by two U.S. record holders[557] B. Related Party Transactions Endava has a related person transaction policy requiring review and approval of transactions exceeding $120,000 or unusual in nature - The company has a related person transaction policy for transactions exceeding $120,000 or unusual in nature, excluding employee/director compensation[559] - The policy requires management to present material facts, related person interests, and benefits to the audit committee for review and approval[560] - Sulina Connal, a director, is employed by Google; Endava incurred £0.5 million in costs to Google for cloud services in FY2024, transacted on an arms-length basis[561][916] - Share option grants and equity incentive awards to directors and executive officers are considered related party transactions[562] C. Interests of Experts and Counsel. This item is not applicable, indicating no specific information is provided in this section Item 8. Financial Information This section covers Endava's consolidated financial statements, legal proceedings, and dividend distribution policy A. Consolidated Financial Statements and Other Financial Information Endava's consolidated financial statements are appended to the annual report - Consolidated financial statements are appended to the annual report, starting on page F-1[563] - A putative class action lawsuit was filed in August 2024, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, which the company intends to defend vigorously[565] - The company does not intend to pay dividends for the foreseeable future, retaining earnings for business growth and development[566] B. Significant Changes No significant changes have occurred since June 30, 2024 - No significant changes have occurred since June 30, 2024[567] Item 9. The Offer and Listing This section provides details on the listing of Endava's American Depositary Shares (ADSs) on the New York Stock Exchange (NYSE) under the symbol 'DAVA' since July 27, 2018 A. Offer and Listing Details. This sub-item confirms that Endava's ADSs have been listed on the New York Stock Exchange under the symbol 'DAVA' since July 27, 2018, with no prior public trading market - ADSs have been listed on the NYSE under 'DAVA' since July 27, 2018[567] - No public trading market existed for ADSs or ordinary shares prior to this date[567] B. Plan of Distribution. This item is not applicable, indicating no specific information is provided in this section C. Markets. This sub-item reiterates that Endava's ADSs have been trading on the New York Stock Exchange under the symbol 'DAVA' since July 27, 2018 - ADSs have been trading on the NYSE under 'DAVA' since July 27, 2018[568] D. Selling Shareholders. This item is not applicable, indicating no specific information is provided in this section E. Dilution. This item is not applicable, indicating no specific information is provided in this section F. Expenses of the issue. This item is not applicable, indicating no specific information is provided in this section - Endava's ADSs have been listed and trading on the New York Stock Exchange (NYSE) under the symbol 'DAVA' since July 27, 2018[567][568] - Prior to July 27, 2018, there was no public trading market existed for ADSs or ordinary shares[567] Item 10. Additional Information This section provides additional information about Endava, including details on its share capital, memorandum and articles of association, material contracts, exchange controls, and taxation A. Share Capital This item is not applicable, indicating no specific information is provided in this section B. Memorandum and Articles of Association This section refers to other parts of the report for detailed information - A summary of key provisions of the articles of association is set forth in Exhibit 2.3(a)[569] C. Material Contracts This section details Endava's material contracts, including its £350.0 million Multicurrency Revolving Facility Agreement, which supports capital investments and development activities - Endava has a £350.0 million Multicurrency Revolving Facility Agreement, maturing in February 2027, with £144.8 million outstanding as of June 30, 2024[570] - The GalaxE acquisition, completed on April 10, 2024, involved a total consideration of $355 million in cash, 545,802 Class A shares ($20 million fair value), and $30 million in contingent consideration[571][573] - Additional information on material contracts involving directors, senior management, employees, or related parties is available in 'Item 6. Directors, Senior Management and Employees' and 'Item 7.B. Related Party Transactions'[574] D. Exchange Controls. This section states that there are no governmental laws, decrees, regulations, or other legislation in the United Kingdom that affect the import or export of capital, or the remittance of dividends, interest, or other payments by Endava to non-resident holders of its ordinary shares or ADSs, other than withholding tax requirements - No UK governmental laws affect the import/export of capital or remittance of dividends/payments to non-resident holders, except for withholding tax[575] - English law imposes no limitations on non-residents holding or voting shares[575] E. Taxation This section provides a general guide to U.S. federal income tax considerations for U.S. Holders of ADSs and U.K. taxation for U.K. Holders U.S. Federal Income Tax Considerations for U.S. Holders This sub-section outlines the material U.S. federal income tax consequences for U.S. Holders of Endava's ADSs, covering the treatment of ADSs as underlying shares, potential Passive Foreign Investment Company (PFIC) status and its implications, and the taxation of distributions and dispositions of ADSs - A U.S. Holder of ADSs is generally treated as holding the Class A ordinary shares represented by the ADSs for U.S. federal income tax purposes[580] - The company believes it was not a PFIC for its 2023 tax year and does not expect to be one for the current taxable year, but PFIC status is an annual factual determination subject to change[583] - If classified as a PFIC, U.S. Holders could face additional taxes and interest charges under the 'PFIC excess distribution regime' on certain distributions or gains, unless a 'mark-to-market' election is made for marketable stock[584][588] - Distributions on ADSs are generally treated as dividends to the extent of current/accumulated earnings and profits, constituting passive category income for U.S. foreign tax credit purposes[593][594] - Gain or loss from the sale or disposition of ADSs is generally recognized as capital gain or loss, with long-term capital gains potentially taxed at reduced rates for non-corporate U.S. Holders[598] U.K. Taxation This sub-section provides a general guide to current U.K. tax law and HMRC practice for U.K. Holders of ADSs, assuming the company remains solely U.K. resident for tax purposes - Dividends paid by Endava are not subject to any U.K. withholding or deduction for U.K. tax[608] - Individual U.K. Holders are subject to U.K. income tax on dividends, with a nil rate of income tax applying to the first £5,000 of taxable dividend income in tax year 2024/2025[609] - Corporate U.K. Holders should generally not be subject to U.K. corporation tax on dividends if they qualify for exemption[611] - Disposal of ADSs by a U.K. Holder may give rise to a chargeable gain or allowable loss for U.K. capital gains tax, with rates of 10% or 20% for individuals and 19% or 25% for corporations[612][613] - No U.K. stamp duty or SDRT is payable on the issue of underlying Class A ordinary shares or ADSs; transfers of ADSs through DTC should not incur SDRT if certain conditions are met[616][618][620] - A U.S. Holder of ADSs is generally treated as holding the underlying Class A ordinary shares for U.S. federal income tax purposes[580] - The company believes it was not a PFIC for its 2023 tax year and does not expect to be one for the current taxable year, but PFIC status is an annual factual determination subject to change and potential adverse U.S. tax consequences for U.S. Holders[583] - Dividends paid by the company are not subject to U.K. withholding tax; individual U.K. Holders are subject to U.K. income tax on dividends, with a nil rate band for the first £5,000 of taxable dividend income[608][609] - Transfers of Class A ordinary shares in certificated form are generally subject to SDRT at 0.5% and stamp duty at 0.5%; transfers to depositary receipt systems (like DTC) may be subject to a higher 1.5% rate unless an exemption applies[616][617] - No U.K. stamp duty or SDRT is payable on the issue of ADSs; paperless transfers of ADSs through DTC should not incur SDRT if no section 97A election is made by DTC[618][620] F. Dividends and Paying Agents This item is not applicable, indicating no specific information is provided in this section G. Statement by Experts This item is not applicable, indicating no specific information is provided in this section H. Documents on Display Endava is subject to SEC information reporting requirements as a foreign private issuer, filing annual reports on Form 20-F and reports on Form 6-K - Endava is a foreign private issuer, filing annual reports on Form 20-F and reports on Form 6-K with the SEC[622] - The company's website (www.endava.com) and the SEC website (www.sec.gov) provide access to its public filings[623] I. Subsidiary Information This item is not applicable, indicating no specific information is provided in this section J. Annual Report to Security Holders This sub-item states that if required to provide an annual report to security holders in response to Form 6-K, the company will submit it in electronic format - If required, the annual report to security holders will be submitted in electronic format in accordance with the EDGAR Filer Manual[625] Item 11. Quantitative and Qualitative Disclosures About Market Risk This section details Endava's exposure to market risks, primarily foreign currency exchange rate risk, interest rate risk, inflation risk, and concentration of credit risk Qualitative and Quantitative Disclosures about Market Risk Endava is exposed to market risks from foreign exchange rates, interest rates, inflation, and credit concentration - Endava's primary market risk exposures are fluctuations in foreign exchange rates, interest rates, and inflation[627] - Foreign currency exchange rate risk arises from operations in multiple countries and currencies (GBP, EUR, USD, RON); in FY2024, 31.5% of sales were in GBP, 35.6% in USD, and 22.8% in EUR, while 53.5% of expenses were in EUR/RON and 13.9% in USD[628][629][992] - The company uses net investment hedges to protect against foreign currency risk from retranslation of net investments in foreign subsidiaries[629] Foreign Currency Sensitivity (GBP/USD, June 30, 2024) | GBP/USD Change | Profit Impact (£'000) | Equity Impact (£'000) | | :------------- | :-------------------- | :-------------------- | | 4% | 383 | 3,526 | | (4)% | (375) | (3,458) | - Interest rate risk stems from variable-rate bank borrowings (Revolving Credit Facility); a 1% increase in the applicable market interest rate would result in an additional £3.5 million in interest expense if the maximum borrowable amount was outstanding[630][998] - Inflation risk exists due to operations in rapidly growing economies (Central Europe, Latin America), which could adversely affect the ability to maintain gross margins if selling prices do not keep pace with cost increases[633] - Credit risk is managed by monitoring client defaults and obtaining external credit ratings; the company is not exposed to significant credit risk from any single counterparty, and trade receivables are diversified[1000][1001][1003] - Liquidity risk is managed by monitoring debt servicing payments and cash flow forecasts, ensuring sufficient cash and available borrowing facilities (undrawn RCF of £205.2 million as of June 30, 2024)[716][1004] Item 12. Description of Securities Other than Equity Securities This section provides a description of Endava's American Depositary Shares (ADSs), which represent Class A ordinary shares A. Debt Securities. This item is not applicable, indicating no specific information is provided in this section B. Warrants and Rights. This item is not applicable, indicating no specific information is provided in this section C. Other Securities. This item is not applicable, indicating no specific information is provided in this section D. American Depositary Shares. This section describes Endava's American Depositary Shares (ADSs), with each ADS representing one Class A ordinary share - Each ADS represents the right to receive one Class A ordinary share, with Citibank, N.A. acting as the depositary[636] - The deposit agreement, governed by New York law, outlines the rights and obligations of ADS holders and the depositary[637] ADS Fees and Charges | Service | Fees | | :----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | :--------------------------------------------------------------------------------------------------------------- | | Issuance of ADSs (e.g., upon deposit of Class A ordinary shares or change in ratio) | Up to $0.05 per ADS issued | | Cancellation of ADSs (e.g., for delivery of deposited property or change in ratio) | Up to $0.05 per ADS cancelled | | Distribution of cash dividends or other cash distributions | Up to $0.05 per ADS held | | Distribution of ADSs pursuant to (i) share dividends or other free share distributions, or (ii) exercise of rights to purchase additional ADSs | Up to $0.05 per ADS held | | Distribution of securities other than ADSs or rights to purchase additional ADSs | Up to $0.05 per ADS held | | ADS Services | Up to $0.05 per ADS held on the applicable record date(s) established by the depositary | - ADS holders are also responsible for taxes, governmental charges, registration fees, cable/telex/facsimile expenses, currency conversion expenses, and fees related to compliance with exchange control regulations[639] PART II This part addresses defaults, controls and procedures, audit committee details, corporate governance, and cybersecurity disclosures Item 13. Defaults, Dividend Arrearages and Delinquencies. This item is not applicable, indicating no specific information is provided in this section Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds. This item is not applicable, indicating no specific information is provided in this section Item 15. Controls and Procedures This section details E