Endava plc 6-K, filed Feb 20, 2025
Endava plc (DAVA)
6-K
2025-02-20
For: 2024-12-31
View Original
Added on
April 07, 2026
About this 6-K
Endava plc filed this 6-K on February 20, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of February 2025
Commission File Number: 001-38607
ENDAVA PLC
(Name of Registrant)
125 Old Broad Street
London EC2N 1AR
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Press Release and Investor Deck
On February 20, 2025, Endava plc (the “Company”) issued a press release announcing its financial results for the second quarter ended December 31, 2024. A copy of this press release is attached hereto as Exhibit 99.1. Additionally, the Company posted an updated investor presentation, which is attached hereto as Exhibit 99.2. The updated investor presentation is available in the “News and Events” section of the Company’s website at www.endava.com and will be used by the Company from time to time at investor conferences and in meetings with investors and others beginning on February 20, 2025.
.
INCORPORATION BY REFERENCE
Exhibit 99.1, other than the portions of Exhibit 99.1 under the caption "Outlook," is hereby expressly incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-229213) and registration statements on Form S-8 (File Nos. 333-228717, 333-248904, 333-259900, 333-268067, 333-274571 and 333-282207), and any related prospectuses, as such registration statements may be amended from time to time, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT LIST
| Exhibit | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENDAVA PLC | |||||||||||
| Date: February 20, 2025 | By: | /s/ John Cotterell | |||||||||
| Name: John Cotterell | |||||||||||
| Title: Chief Executive Officer | |||||||||||
 | Q2 FY2025 | |||||||
ENDAVA ANNOUNCES SECOND QUARTER FISCAL YEAR 2025 RESULTS
Q2 FY2025
6.6% Year on Year Revenue Increase to £195.6 million
9.1% Revenue Increase at Constant Currency
Diluted EPS £0.11 compared to £0.14 in the prior comparative period
Adjusted Diluted EPS £0.30 unchanged from the prior comparative period
Endava announces $100 million share repurchase program
London, U.K. – Endava plc (NYSE: DAVA) ("Endava" or the "Company"), a leading technology services company combining world-class engineering, industry expertise and a people-centric mindset, today announced results for the three months ended December 31, 2024, the second quarter of its 2025 fiscal year ("Q2 FY2025").
"Our results for the second quarter of FY25 were solid with improved profitability. Gen AI adoption is becoming a key priority for clients. With our hands-on experience, coupled with deep industry expertise, we believe we are in a strong position to cut through the hype that our clients are exposed to regarding AI and to work with them to deliver real business value. Additionally, today, we announced our first share buyback program totaling $100 million as we reinforce our commitment to optimising our capital allocation," said John Cotterell, Endava's CEO.
SECOND QUARTER FISCAL YEAR 2025 FINANCIAL HIGHLIGHTS:
•Revenue for Q2 FY2025 was £195.6 million, an increase of 6.6% compared to £183.6 million in the same period in the prior year.
•Revenue increase at constant currency (a non-IFRS measure)* was 9.1% for Q2 FY2025.
•Profit before tax for Q2 FY2025 was £2.5 million, compared to £10.6 million in the same period in the prior year.
•Adjusted profit before tax (a non-IFRS measure)* for Q2 FY2025 was £21.8 million, or 11.2% of revenue, compared to £22.7 million, or 12.4% of revenue, in the same period in the prior year.
•Profit for the period was £6.9 million, resulting in a diluted earnings per share ("EPS") of £0.11, compared to profit of £8.3 million and diluted EPS of £0.14 in the same period in the prior year.
1
| Q2 FY2025 | |||||||
•Adjusted profit for the period (a non-IFRS measure)* was £17.9 million, resulting in adjusted diluted EPS (a non-IFRS measure)* of £0.30, compared to adjusted profit for the period of £17.5 million and adjusted diluted EPS of £0.30 in the same period in the prior year.
CASH FLOW:
•Net cash from operating activities was £32.0 million in Q2 FY2025, compared to net cash from operating activities of £35.0 million in the same period in the prior year.
•Adjusted free cash flow (a non-IFRS measure)* was £31.6 million in Q2 FY2025, compared to £33.6 million in the same period in the prior year.
•At December 31, 2024, Endava had cash and cash equivalents of £60.1 million, compared to £62.4 million at June 30, 2024.
* Definitions of the non-IFRS measures used by the Company and a reconciliation of such measures to the related IFRS financial measure can be found under the sections below titled “Non-IFRS Financial Information” and “Reconciliation of IFRS Financial Measures to Non-IFRS Financial Measures.”
OTHER METRICS FOR THE QUARTER ENDED DECEMBER 31, 2024:
•Headcount totaled 11,668 at December 31, 2024, with an average of 10,456 operational employees in Q2 FY2025, compared to a headcount of 11,539 at December 31, 2023 and an average of 10,461 operational employees in the same period in the prior year.
•Number of clients with over £1 million in revenue on a rolling twelve-month basis was 141 at December 31, 2024, compared to 150 clients at December 31, 2023.
•Top 10 clients accounted for 36% of revenue in Q2 FY2025, compared to 34% in the same period in the prior year.
•By geographic region, 39% of revenue was generated in North America, 24% was generated in Europe, 32% was generated in the United Kingdom and 5% was generated in the rest of the world in Q2 FY2025. This compares to 31% in North America, 26% in Europe, 34% in the United Kingdom and 9% in the Rest of the World in the same period in the prior year.
•By industry vertical, 19% of revenue was generated from Payments, 19% from BCM, 9% from Insurance, 19% from TMT, 9% from Mobility, 12% from Healthcare, and 13% from Other in Q2 FY2025. This compares to 26% from Payments, 14% from BCM, 8% from
2
| Q2 FY2025 | |||||||
Insurance, 23% from TMT, 11% from Mobility, 4% from Healthcare, and 14% from Other in the same period in the prior year.
OUTLOOK:
Third Quarter Fiscal Year 2025:
Endava expects revenue will be in the range of £198.0 million to £200.0 million, representing a constant currency revenue increase of between 13.0% and 14.0% on a year over year basis. Endava expects adjusted diluted EPS to be in the range of £0.31 to £0.32 per share.
Full Fiscal Year 2025:
Endava expects revenue will be in the range of £795.0 million to £800.0 million, representing a constant currency revenue increase of between 8.5% and 9.0% on a year over year basis. Endava expects adjusted diluted EPS to be in the range of £1.20 to £1.23 per share.
This above guidance for the third quarter and full fiscal year 2025 assumes the exchange rates on January 31, 2025 (when the exchange rate was 1 British Pound to 1.24 US Dollar and 1.20 Euro).
Endava is not able, at this time, to reconcile its expectations for the third quarter and full fiscal year 2025 for a rate of revenue growth or decline at constant currency or adjusted diluted EPS to their respective most directly comparable IFRS measures as a result of the uncertainty regarding, and the potential variability of, reconciling items such as share-based compensation expense, amortisation of acquired intangible assets, foreign currency exchange losses / (gains), net, and fair value movement of contingent consideration, as applicable. Accordingly, a reconciliation is not available without unreasonable effort, although it is important to note that these factors could be material to Endava's results computed in accordance with IFRS.
The guidance provided above is forward-looking in nature. Actual results may differ materially. See “Forward-Looking Statements” below.
SHARE REPURCHASE PROGRAM:
Endava's Board of Directors has approved a share repurchase program authorizing the Company to repurchase up to $100 million of its Class A ordinary shares (in the form of American Depositary Shares) as part of Endava’s evolving approach to capital allocation. As Endava is a UK-incorporated company, execution of the share repurchase program is subject to
3
| Q2 FY2025 | |||||||
shareholder approval, which we intend to seek at a general meeting to be held on or around March 14, 2025. The shareholder authorization, if approved, will be valid for five years.
The Company intends to fund the share repurchases through a combination of cash generated from operations and drawing debt funding through its revolving credit facility. The exact number of shares to be repurchased by the Company under the share repurchase program, if any, is not guaranteed, including whether the Company utilizes the full $100 million approved by the Board of Directors. Depending on market conditions and other factors, and following receipt of shareholder approval, these repurchases may be commenced or suspended at any time or periodically without prior notice.
The Company may repurchase shares from time to time on the open market or in privately negotiated transactions, or otherwise in accordance with applicable federal securities laws, including Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any repurchases will be determined by the discretion of management, depending on market conditions and other factors.
CONFERENCE CALL DETAILS:
The Company will host a conference call at 8:00 am ET today, February 20, 2025, to review its Q2 FY2025 results. To participate in Endava’s Q2 FY2025 earnings conference call, please dial in at least five minutes prior to the scheduled start time (844) 481-2736 or (412) 317-0665 for international participants, Conference ID: Endava Call.
Investors may listen to the call on Endava’s Investor Relations website at http://investors.Endava.com. The webcast will be recorded and available for replay until Thursday March 20, 2025.
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| Q2 FY2025 | |||||||
ABOUT ENDAVA PLC:
We are a leading provider of next-generation technology services, dedicated to enabling our customers to drive real impact and meaningful change. By combining world-class engineering, deep industry expertise and a customer-centric mindset, we consult and partner with our customers to create technological solutions that fuel transformation and empower businesses to succeed in the AI-driven digital shift. From ideation to production, we support our customers with tailor-made solutions at every stage of their digital transformation, regardless of industry, region or scale.
Endava’s clients span payments, insurance, finance and banking, technology, media, telecommunications, healthcare and life sciences, mobility, retail and consumer goods and more. As of December 31, 2024, 11,668 Endavans are helping clients break new ground across locations in Europe, the Americas, Asia Pacific and the Middle East.
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| Q2 FY2025 | |||||||
NON-IFRS FINANCIAL INFORMATION:
To supplement Endava’s Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows presented in accordance with IFRS, the Company uses non-IFRS measures of certain components of financial performance in this press release. These measures include revenue growth/(decline) rate at constant currency, adjusted profit before tax, adjusted profit for the period, adjusted diluted EPS and adjusted free cash flow.
Revenue growth/(decline) rate at constant currency is calculated by translating revenue from entities reporting in foreign currencies into British Pounds using the comparable foreign currency exchange rates from the prior period. For example, the average currency rates in effect for the fiscal quarter ended December 31, 2023 were used to convert revenue for the fiscal quarter ended December 31, 2024 and the revenue for the comparable prior period.
Adjusted profit before tax ("Adjusted PBT") is defined as the Company’s profit before tax adjusted to exclude the impact of share-based compensation expense, amortisation of acquired intangible assets, realised and unrealised foreign currency exchange (gains)/losses, net, restructuring costs, and fair value movement of contingent consideration, all of which are non-cash items except for realised foreign currency exchange (gains)/losses, net. Our Adjusted PBT margin is our Adjusted PBT as a percentage of our total revenue.
Adjusted profit for the period is defined as Adjusted PBT less the adjusted tax charge for the period. The adjusted tax charge is the tax charge adjusted for the tax impact of the adjustments to PBT and the release of the deferred tax liability relating to Romanian withholding tax.
Adjusted diluted EPS is defined as Adjusted profit for the period, divided by weighted average number of shares outstanding - diluted.
Adjusted free cash flow is the Company’s net cash from operating activities, plus grants received, less net purchases of non-current assets (tangible and intangible). Adjusted free cash flow is not intended to be a measure of residual cash available for management's discretionary use since it omits significant sources and uses of cash flow, including mandatory debt repayments and changes in working capital.
Management believes these measures help illustrate underlying trends in the Company's business and uses the measures to establish budgets and operational goals, communicated
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| Q2 FY2025 | |||||||
internally and externally, for managing the Company's business and evaluating its performance. Management also believes the presentation of its non-IFRS financial measures enhances an investor’s overall understanding of the Company’s historical financial performance. The presentation of the Company’s non-IFRS financial measures is not meant to be considered in isolation or as a substitute for the Company’s financial results prepared in accordance with IFRS, and its non-IFRS measures may be different from non-IFRS measures used by other companies. Investors should review the reconciliation of the Company’s non-IFRS financial measures to the comparable IFRS financial measures included below, and not rely on any single financial measure to evaluate the Company’s business.
FORWARD-LOOKING STATEMENTS:
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of terms and phrases such as “believe,” “expect,” "intends," "outlook," “may,” “will,” and other similar terms and phrases. Such forward-looking statements include, but are not limited to, the statements regarding trends with respect to the adoption of generative AI, the share repurchase program, including Endava's anticipated receipt of shareholder approval for the share repurchase program, and management's financial outlook for the third quarter and full fiscal year 2025. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements, including, but not limited to: Endava’s ability to achieve its revenue growth goals including as a result of a slower conversion of its pipeline; Endava's expectations of future operating results or financial performance; Endava’s ability to accurately forecast and achieve its announced guidance; Endava's ability to retain existing clients and attract new clients, including its ability to increase revenue from existing clients and diversify its revenue concentration; Endava’s ability to attract and retain highly-skilled IT professionals at cost-effective rates; Endava's ability to successfully identify acquisition targets, consummate acquisitions and successfully integrate acquired businesses and personnel; Endava's ability to penetrate new industry verticals and geographies and grow its revenue in current industry verticals and geographies; Endava’s ability to maintain favorable pricing and utilization rates to support its gross margin; the effects of increased competition as well as innovations by new and existing competitors in its market; the size of Endava's addressable market and market trends; Endava’s ability to adapt to technological change and industry trends and innovate solutions for
7
| Q2 FY2025 | |||||||
its clients; Endava's plans for growth and future operations, including its ability to manage its growth; Endava's ability to effectively manage its international operations, including Endava's exposure to foreign currency exchange rate fluctuations; Endava's future financial performance, including trends in revenue, cost of sales, gross profit, selling, general and administrative expenses, finance income and expense and taxes; the impact of unstable market and economic conditions, including as a result of actual or anticipated changes in interest rates, economic inflation and the responses by central banking authorities to control such inflation; and the impact of political instability, natural disaster, events of terrorism and wars, including the military conflict between Ukraine and Russia and related sanctions, as well as other risks and uncertainties discussed in the “Risk Factors” section of Endava's Annual Report on Form 20-F for the year ended June 30, 2024 filed with the SEC on September 19, 2024 and in other filings that Endava makes from time to time with the SEC. In addition, the forward-looking statements included in this press release represent Endava’s views and expectations as of the date hereof and are based on information currently available to Endava. Endava anticipates that subsequent events and developments may cause its views to change. Endava specifically disclaims any obligation to update the forward-looking statements in this press release except as required by law. These forward-looking statements should not be relied upon as representing Endava’s views as of any date subsequent to the date hereof.
INVESTOR CONTACT:
Endava plc
Laurence Madsen, Head of Investor Relations
Investors@endava.com
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| Q2 FY2025 | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Six Months Ended December 31 | Three Months Ended December 31 | |||||||||||||
| 2024 | 2023(1) | 2024 | 2023 | |||||||||||
| £’000 | £’000 | £’000 | £’000 | |||||||||||
| REVENUE | 390,641 | 371,973 | 195,589 | 183,552 | ||||||||||
| Cost of sales | ||||||||||||||
| Direct cost of sales | (283,066) | (259,412) | (143,546) | (132,093) | ||||||||||
| Allocated cost of sales | (13,898) | (13,218) | (7,025) | (6,586) | ||||||||||
| Total cost of sales | (296,964) | (272,630) | (150,571) | (138,679) | ||||||||||
| GROSS PROFIT | 93,677 | 99,343 | 45,018 | 44,873 | ||||||||||
| Selling, general and administrative expenses | (87,314) | (78,618) | (43,345) | (40,255) | ||||||||||
| OPERATING PROFIT | 6,363 | 20,725 | 1,673 | 4,618 | ||||||||||
| Net finance income/(expense) | 354 | 7,193 | 831 | 5,987 | ||||||||||
| PROFIT BEFORE TAX | 6,717 | 27,918 | 2,504 | 10,605 | ||||||||||
| Tax on profit on ordinary activities | 2,381 | (7,205) | 4,347 | (2,258) | ||||||||||
| PROFIT FOR THE PERIOD | 9,098 | 20,713 | 6,851 | 8,347 | ||||||||||
| OTHER COMPREHENSIVE INCOME | ||||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||
| Exchange differences on translating foreign operations and net investment hedge impact | (13,813) | 1,869 | 9,527 | (2,873) | ||||||||||
| TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE COMPANY | (4,715) | 22,582 | 16,378 | 5,474 | ||||||||||
| EARNINGS PER SHARE (EPS): | ||||||||||||||
| Weighted average number of shares outstanding - Basic | 59,269,752 | 58,101,072 | 59,488,389 | 58,300,691 | ||||||||||
| Weighted average number of shares outstanding - Diluted | 59,472,250 | 58,367,296 | 59,628,436 | 58,602,535 | ||||||||||
| Basic EPS (£) | 0.15 | 0.36 | 0.12 | 0.14 | ||||||||||
| Diluted EPS (£) | 0.15 | 0.35 | 0.11 | 0.14 | ||||||||||
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| Q2 FY2025 | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2024 | June 30, 2024 | December 31, 2023 (1) | |||||||||
| £’000 | £’000 | £’000 | |||||||||
| ASSETS - NON-CURRENT | |||||||||||
| Goodwill | 511,647 | 515,724 | 254,180 | ||||||||
| Intangible assets | 114,100 | 127,797 | 60,818 | ||||||||
| Property, plant and equipment | 16,603 | 20,638 | 23,181 | ||||||||
| Lease right-of-use assets | 47,459 | 53,294 | 54,949 | ||||||||
| Deferred tax assets | 21,466 | 18,323 | 22,084 | ||||||||
| Financial assets and other receivables | 9,005 | 10,499 | 6,386 | ||||||||
| TOTAL | 720,280 | 746,275 | 421,598 | ||||||||
| ASSETS - CURRENT | |||||||||||
| Trade and other receivables | 190,059 | 193,673 | 172,002 | ||||||||
| Corporation tax receivable | 10,072 | 11,402 | 2,127 | ||||||||
| Financial assets | 118 | 183 | 186 | ||||||||
| Cash and cash equivalents | 60,065 | 62,358 | 198,602 | ||||||||
| TOTAL | 260,314 | 267,616 | 372,917 | ||||||||
| TOTAL ASSETS | 980,594 | 1,013,891 | 794,515 | ||||||||
| LIABILITIES - CURRENT | |||||||||||
| Lease liabilities | 14,457 | 14,450 | 13,782 | ||||||||
| Trade and other payables | 106,260 | 116,569 | 85,347 | ||||||||
| Corporation tax payable | 9,784 | 8,556 | 4,565 | ||||||||
| Contingent consideration | 3,577 | 8,444 | 5,335 | ||||||||
| Deferred consideration | 4,170 | 5,840 | 2,499 | ||||||||
| TOTAL | 138,248 | 153,859 | 111,528 | ||||||||
| LIABILITIES - NON CURRENT | |||||||||||
| Borrowings | 123,669 | 144,754 | — | ||||||||
| Lease liabilities | 37,711 | 43,557 | 45,645 | ||||||||
| Deferred tax liabilities | 24,719 | 30,814 | 13,541 | ||||||||
| Contingent consideration | 1,155 | — | — | ||||||||
| Deferred consideration | — | 943 | 3,280 | ||||||||
| Other liabilities | 377 | 509 | 543 | ||||||||
| TOTAL | 187,631 | 220,577 | 63,009 | ||||||||
| EQUITY | |||||||||||
| Share capital | 1,189 | 1,180 | 1,167 | ||||||||
| Share premium | 21,280 | 21,280 | 17,753 | ||||||||
| Merger relief reserve | 63,440 | 63,440 | 48,139 | ||||||||
| Retained earnings | 602,688 | 573,640 | 566,589 | ||||||||
| Other reserves | (33,872) | (20,059) | (13,644) | ||||||||
| Investment in own shares | (10) | (26) | (26) | ||||||||
| TOTAL | 654,715 | 639,455 | 619,978 | ||||||||
| TOTAL LIABILITIES AND EQUITY | 980,594 | 1,013,891 | 794,515 | ||||||||
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| Q2 FY2025 | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended December 31(2) | Three Months Ended December 31(2) | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| £’000 | £’000 | £’000 | £’000 | |||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Profit for the period | 9,098 | 20,713 | 6,851 | 8,347 | ||||||||||
| Income tax charge | (2,381) | 7,205 | (4,347) | 2,258 | ||||||||||
| Non-cash adjustments | 46,207 | 31,833 | 22,614 | 16,033 | ||||||||||
| Tax paid | (3,786) | (4,814) | (2,466) | (2,466) | ||||||||||
| Net changes in working capital | (12,716) | (3,314) | 9,396 | 10,864 | ||||||||||
| Net cash from operating activities | 36,422 | 51,623 | 32,048 | 35,036 | ||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Purchase of non-current assets (tangibles and intangibles) | (1,571) | (2,200) | (436) | (1,393) | ||||||||||
| Proceeds/(Loss) from disposal of non-current assets | 36 | (27) | — | (30) | ||||||||||
| Payment for acquisition of subsidiary, net of cash acquired | (5,900) | (6,710) | (5,832) | (2,528) | ||||||||||
| Other acquisition-related settlements | — | (6,680) | — | — | ||||||||||
| Interest received | 720 | 3,522 | 353 | 1,957 | ||||||||||
| Net cash used in investing activities | (6,715) | (12,095) | (5,915) | (1,994) | ||||||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Proceeds from sublease | 64 | 87 | 34 | 31 | ||||||||||
| Proceeds from bank loans | 10,000 | — | 10,000 | — | ||||||||||
| Repayment of borrowings | (30,842) | — | (23,842) | — | ||||||||||
| Repayment of lease liabilities | (6,159) | (6,295) | (3,066) | (2,947) | ||||||||||
| Repayment of lease interest | (989) | (1,125) | (482) | (553) | ||||||||||
| Interest and debt financing costs paid | (4,282) | (583) | (2,030) | (296) | ||||||||||
| Grant received | 274 | 230 | — | 23 | ||||||||||
| Proceeds from exercise of options | — | 3,129 | — | 3,118 | ||||||||||
| Net cash used in financing activities | (31,934) | (4,557) | (19,386) | (624) | ||||||||||
| Net change in cash and cash equivalents | (2,227) | 34,971 | 6,747 | 32,418 | ||||||||||
| Cash and cash equivalents at the beginning of the period | 62,358 | 164,703 | 52,811 | 168,191 | ||||||||||
| Exchange differences on cash and cash equivalents | (66) | (1,072) | 507 | (2,007) | ||||||||||
| Cash and cash equivalents at the end of the period | 60,065 | 198,602 | 60,065 | 198,602 | ||||||||||
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| Q2 FY2025 | |||||||
RECONCILIATION OF IFRS FINANCIAL MEASURES TO NON-IFRS FINANCIAL MEASURES
RECONCILIATION OF REVENUE GROWTH/(DECLINE) RATE AS REPORTED UNDER IFRS TO REVENUE GROWTH/(DECLINE) RATE AT CONSTANT CURRENCY:
| Six Months Ended December 31 | Three Months Ended December 31 | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| REVENUE GROWTH/(DECLINE) RATE AS REPORTED UNDER IFRS | 5.0 | % | (7.3 | %) | 6.6 | % | (10.6 | %) | ||||||
| Impact of Foreign exchange rate fluctuations | 2.0 | % | 2.8 | % | 2.5 | % | 2.5 | % | ||||||
| REVENUE GROWTH/(DECLINE) RATE AT CONSTANT CURRENCY | 7.0 | % | (4.5 | %) | 9.1 | % | (8.1 | %) | ||||||
RECONCILIATION OF ADJUSTED PROFIT BEFORE TAX AND ADJUSTED PROFIT FOR THE PERIOD:
| Six Months Ended December 31 | Three Months Ended December 31 | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| £’000 | £’000 | £’000 | £’000 | |||||||||||
| PROFIT BEFORE TAX | 6,717 | 27,918 | 2,504 | 10,605 | ||||||||||
| Adjustments: | ||||||||||||||
| Share-based compensation expense | 21,965 | 23,556 | 10,944 | 13,617 | ||||||||||
| Amortisation of acquired intangible assets | 12,182 | 7,085 | 6,036 | 3,684 | ||||||||||
| Foreign currency exchange (gains)/losses, net | (3,420) | 2,685 | (2,574) | 4,764 | ||||||||||
| Restructuring costs | 5,494 | — | 5,494 | — | ||||||||||
| Fair value movement of contingent consideration | (1,871) | (8,706) | (569) | (9,942) | ||||||||||
| Total adjustments | 34,350 | 24,620 | 19,331 | 12,123 | ||||||||||
| ADJUSTED PROFIT BEFORE TAX | 41,067 | 52,538 | 21,835 | 22,728 | ||||||||||
| PROFIT FOR THE PERIOD | 9,098 | 20,713 | 6,851 | 8,347 | ||||||||||
| Adjustments: | ||||||||||||||
| Adjustments to profit before tax | 34,350 | 24,620 | 19,331 | 12,123 | ||||||||||
| Release of Romanian withholding tax | (3,800) | — | (3,800) | — | ||||||||||
| Tax impact of adjustments | (6,682) | (4,916) | (4,511) | (2,977) | ||||||||||
| ADJUSTED PROFIT FOR THE PERIOD | 32,966 | 40,417 | 17,871 | 17,493 | ||||||||||
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| Q2 FY2025 | |||||||
RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE:
| Six Months Ended December 31 | Three Months Ended December 31 | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| £’000 | £’000 | £’000 | £’000 | |||||||||||
| DILUTED EARNINGS PER SHARE (£) | 0.15 | 0.35 | 0.11 | 0.14 | ||||||||||
| Adjustments: | ||||||||||||||
| Share-based compensation expense | 0.37 | 0.40 | 0.18 | 0.23 | ||||||||||
| Amortisation of acquired intangible assets | 0.20 | 0.12 | 0.10 | 0.06 | ||||||||||
| Foreign currency exchange (gains)/losses, net | (0.06) | 0.05 | (0.04) | 0.08 | ||||||||||
| Restructuring costs | 0.09 | — | 0.09 | — | ||||||||||
| Fair value movement of contingent consideration | (0.02) | (0.15) | — | (0.16) | ||||||||||
| Release of Romanian withholding tax | (0.06) | — | (0.06) | — | ||||||||||
| Tax impact of adjustments | (0.12) | (0.08) | (0.08) | (0.05) | ||||||||||
| Total adjustments | 0.40 | 0.34 | 0.19 | 0.16 | ||||||||||
| ADJUSTED DILUTED EARNINGS PER SHARE (£) | 0.55 | 0.69 | 0.30 | 0.30 | ||||||||||
RECONCILIATION OF NET CASH FROM OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW
| Six Months Ended December 31 | Three Months Ended December 31 | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| £’000 | £’000 | £’000 | £’000 | |||||||||||
| NET CASH FROM OPERATING ACTIVITIES | 36,422 | 51,623 | 32,048 | 35,036 | ||||||||||
| Adjustments: | ||||||||||||||
| Grant received | 274 | 230 | — | 23 | ||||||||||
| Net purchase of non-current assets (tangibles and intangibles) | (1,535) | (2,227) | (436) | (1,423) | ||||||||||
| ADJUSTED FREE CASH FLOW | 35,161 | 49,626 | 31,612 | 33,636 | ||||||||||
13
| Q2 FY2025 | |||||||
SUPPLEMENTARY INFORMATION
SHARE-BASED COMPENSATION EXPENSE
| Six Months Ended December 31 | Three Months Ended December 31 | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| £’000 | £’000 | £’000 | £’000 | |||||||||||
| Direct cost of sales | 15,048 | 16,318 | 7,254 | 9,516 | ||||||||||
| Selling, general and administrative expenses | 6,917 | 7,238 | 3,690 | 4,101 | ||||||||||
| Total | 21,965 | 23,556 | 10,944 | 13,617 | ||||||||||
DEPRECIATION AND AMORTISATION
| Six Months Ended December 31 | Three Months Ended December 31 | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| £’000 | £’000 | £’000 | £’000 | |||||||||||
| Direct cost of sales | 10,413 | 10,049 | 5,233 | 4,853 | ||||||||||
| Selling, general and administrative expenses | 13,720 | 8,712 | 6,823 | 4,489 | ||||||||||
| Total | 24,133 | 18,761 | 12,056 | 9,342 | ||||||||||
14
| Q2 FY2025 | |||||||
EMPLOYEES, TOP 10 CUSTOMERS AND REVENUE SPLIT
| Six Months Ended December 31 | Three Months Ended December 31 | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| Closing number of total employees (including directors) | 11,668 | 11,539 | 11,668 | 11,539 | ||||||||||
| Average operational employees | 10,541 | 10,606 | 10,456 | 10,461 | ||||||||||
| Top 10 customers % | 34% | 34% | 36% | 34% | ||||||||||
| Number of clients with > £1m of revenue (rolling 12 months) | 141 | 150 | 141 | 150 | ||||||||||
| Geographic split of revenue % | ||||||||||||||
| North America | 39% | 31% | 39% | 31% | ||||||||||
| Europe | 24% | 25% | 24% | 26% | ||||||||||
| UK | 32% | 35% | 32% | 34% | ||||||||||
| Rest of World (RoW) | 5% | 9% | 5% | 9% | ||||||||||
| Industry vertical split of revenue % | ||||||||||||||
| Payments | 19% | 27% | 19% | 26% | ||||||||||
| Banking and Capital Markets | 18% | 14% | 19% | 14% | ||||||||||
| Insurance | 9% | 8% | 9% | 8% | ||||||||||
| TMT | 20% | 23% | 19% | 23% | ||||||||||
| Mobility | 9% | 11% | 9% | 11% | ||||||||||
| Healthcare | 12% | 4% | 12% | 4% | ||||||||||
| Other | 13% | 13% | 13% | 14% | ||||||||||
15
| Q2 FY2025 | |||||||
FOOTNOTES
(1) Restated to include the effect of revisions arising from provisional to final acquisition accounting for DEK and Mudbath.
(2) The presentation of the Consolidated Statement of Cash Flows has been changed to separately present the repayment of lease interest from the total repayments of lease liabilities.
16
