F. Tabular Disclosure of Contractual Obligations.

Contractual Obligations and Commitments

The following table summarizes our commitments to settle contractual obligations atas of June 30, ~~2018:~~2020 and the effect such obligations are expected to have on our liquidity and cash flows:

Less than 1 Year
1 to 3
Years

3 to 5
Years
More than 5 Years Total
(in thousands)
Revolving credit facility £ 19,700
£ —
£ —
£ —
£ 19,700
Finance leases 44
20
—
—
64
Operating leases 10,384
19,011
12,800
6,469
48,664
Other long-term liabilities and provisions —
277
—
—
277
Total £ 30,128
£ 19,308
£ 12,800
£ 6,469
£ 68,705



	Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years		Total
	(in thousands)
Lease liabilities	£	11,132	£	18,852	£	11,791	£	16,168	£	57,943
Short-term leases	169		—		—		—		169
Leases contracted, but not yet commenced	799		6,040		6,005		13,936		26,780
Other long-term liabilities	—		136		—		—		136
Total	£	12,100	£	25,028	£	17,796	£	30,104	£	85,028

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty.

In connection with our acquisition of Velocity Partners in December 2017, we may be obligated to pay (1) up to $6.0 million cash consideration, which was held back to secure indemnification obligations and (2) contingent consideration of $15.8 million, which contingent consideration may be paid in the form of equity or cash depending

on a number of conditions. In addition, we may be obligated to pay certain continuing employees of Velocity Partners up to $5.1 million in the form of equity or cash, depending on a number of conditions.

~~We lease our facilities under non-cancellable operating leases.~~ As of June 30, ~~2018,~~2020, we have property leases that expire at various dates through ~~March 2029.~~June 2031.

G. Safe Harbor.

This Annual Report on Form 20-F contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. See ~~“Special Note~~“Cautionary Statement Regarding Forward-Looking Statements.”

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management.

MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information with respect to our executive officers and directors, including their ages as of ~~September 30, 2018:~~August 15, 2020:



Name	Age	Position(s)
Executive Officers
John Cotterell	5759	Chief Executive Officer, Director
Mark Thurston	5456	Chief Financial Officer, Director
Rob Machin	4547	Chief Operating Officer
Julian Bull	4850	Chief Commercial Officer
Rohit Bhoothalingam	47	General Counsel

Non-Employee Directors
Trevor Smith	6465	Chairman of the Board of Directors
Andrew Allan	6264	Director
Sulina Connal	52	Director
Ben Druskin	5052	Director
Mike Kinton	7173	Director
David Pattillo	5860	Director

Unless otherwise indicated, the current business addresses for our executive officers and directors is c/o Endava plc, 125 Old Broad Street, London EC2N 1AR, United Kingdom.

Each executive officer serves at the discretion of our board of directors and holds office until his or her successor is duly elected or qualified or until his or her earlier resignation or removal. There are no family relationships among any of our executive officers or directors.

Executive Officers

John Cotterell founded our company and has served as our Chief Executive Officer and as a member of our board of directors since our inception in February 2000. Mr. Cotterell holds a B.Eng. from the University of Bristol and an M.B.A. from the Alliance Manchester Business School. Our board of directors believes that Mr. Cotterell’s leadership of our company since its inception and experience with information technology companies prior to founding our company provide him with the qualifications and skills to serve as a director.

Mark Thurston has served as our Chief Financial Officer and as a member of our board of directors since April 2015. From May 2011 to March 2015, Mr. Thurston served as Group Finance Director at Paragon Education and Skills Ltd.

Mr. Thurston holds a Physics degree from Durham University and is a member of the Institute of Chartered Accountants in England and Wales. Our board of directors believes that Mr. Thurston’s perspective and experience as our Chief Financial Officer provide him with the qualifications and skills to serve as a director.

Rob Machin has served as our Chief Operating Officer since July 2017 and previously served as a member of our board of directors from September 2013 to June 2016. Mr. Machin originally joined Endava in 2000 as our Chief Technical Officer. From September 2007 to September 2010, Mr. Machin served as an Executive Director at UBS Investment Bank. Mr. Machin re-joined Endava in 2010 as our U.K. Managing Director. Mr. Machin is a Fellow of the British Computer Society and a Chartered IT Professional. Mr. Machin holds a first class ~~honours~~honors degree from Durham University in Mathematics and Philosophy (B.Sc. Nat Sci).

Julian Bull has served as our Chief Commercial Officer since July 2016. From April 2001 to June 2016, Mr. Bull served as our Sales and Marketing Director.

Rohit Bhoothalingam was appointed as our General Counsel in March 2019. Prior to joining Endava, he served as the Associate General Counsel for VEON, a Nasdaq and Euronext-listed digital and telecommunications company from October 2016 until August 2018. From December 2008 to December 2014, Mr. Bhoothalingam was the General Counsel at London Mining Plc, a global mining company, and from December 2014 to July 2016, he served as Consulting General Counsel at London Mining Plc. Mr. Bhoothalingam studied law at Cambridge University and holds a Masters in Law from Georgetown University Law Center.

Non-Employee Directors

Trevor Smith has served as a member of our board of directors since June 2013 and our chairman since July 2016. Prior to his retirement, Mr. Smith held various roles at Goldman, Sachs & Co., an investment bank, including Chief Information Officer for the EMEA Region from January 2000 to September 2009 and in a part-time Business Resiliency & Crisis Management and Special Project role from March 2010 until June 2013. Mr. Smith holds a B.Sc. in Economics from UCW Aberystwyth. Our board of directors believes that Mr. Smith’s experience in information technology and delivery of large projects provide him with the qualifications and skills to serve as a director.

Andrew Allan has served as a member of our board of directors since April 2006, having previously served as a member of the board of Brains Direct Ltd, which we acquired in April 2006. He currently serves as Managing Partner at Fairways Corporate Finance, a position he has held since May 2003. Mr. Allan is a qualified Chartered Accountant and a current member of the Institute of Chartered Accountants of Scotland. Mr. Allan holds a Bachelor’s degree in Finance from the University of Strathclyde. Our board of directors believes that Mr. Allan’s business experience provide him with the qualifications and skills to serve as a director.

Sulina Connal has served as a member of our board of directors since September 25, 2019. Since April 2020, she has served as Director of Product Partnerships for News, Web and Publishing for EMEA for Google. Previously, Ms. Connal served as the Director of Mobile and Connectivity Partnerships at Facebook from October 2017 to April 2020. Prior to that, from April 2014 until September 2017, she served as the Senior Vice President of Strategic Partnerships at Orange. Ms. Connal holds an M.A. from the University of Oxford. Our board of directors believes that Ms. Connal’s business experience provides her with the qualifications and skills to serve as a director.

Ben Druskin has served as a member of our board of directors since September 2017. Mr. Druskin retired from Citigroup in August 2017. From 2014 until his retirement, Mr. Druskin served as the Chairman of the Global Technology, Media and Telecom Investment Banking Group. Prior to becoming Chairman, Mr. Druskin was co-head of the Global Technology, Media and Telecom Investment Banking Group. Mr. Druskin has served as a member of the board of directors of Zensar Technologies since November 2017. Mr. Druskin holds a B.A. in Economics from Rutgers College and an M.B.A. in Finance from The Stern School of Business at New York University. Our board of directors believes that Mr. Druskin’s expertise in capital raising and mergers and acquisitions provide him with the qualifications and skills to serve as a director.

Mike Kinton has served as a member of our board of directors since April 2006. Since July 1999, Mr. Kinton has served as Managing Director at Kinton Technology Ltd. Mr. Kinton has served as a member of the board of directors of PaperRound HND Services Ltd, since February 2005 and Prmax Ltd., since March 2007. Mr. Kinton holds an M.A. from the University of Cambridge and a M.S. from London Business School. Our board of directors believes that Mr. Kinton’s experience in the information technology industry, as well as his valuable experience gained from prior and current board service, provides him with the qualifications and skills to serve as a director.

David Pattillo has served as a member of our board of directors since January 2017. ~~Since~~From February 2014 to January 2019, Mr. Pattillo ~~has~~ served as the Chief Financial Officer and member of the board of directors of ClearStar, Inc. From June 2012 to December 2013, Mr. Pattillo served as Manager of Dapa, LLC. Mr. Pattillo holds a B.S. from Clemson University and an MBA from the University of Georgia – Terry College of Business. Our board of directors believes that Mr. Pattillo’s knowledge of the information technology industry provides him with the qualifications and skills to serve as a director.

B. Compensation.

The following discussion provides the amount of compensation paid, and benefits in-kind granted, by us and our subsidiaries to our directors, executive officers and non-employee directors for services in all capacities to us and our subsidiaries for the fiscal year ended June 30, 2020, as well as the amount contributed by us or our subsidiaries into money purchase plans for the fiscal year ended June 30, 2020 to provide pension, retirement or similar benefits to our directors, members of our senior management and non-employee directors.

The following information on Directors’ remuneration has been prepared in accordance with disclosure requirements for the company as a “quoted company” under the Companies Act.

Compensation of Directors

The table below details compensation paid or payable to our directors during the financial year ended June 30, 2020, and in the case of Messrs. Cotterell and Thurston, our executive directors, reflects the compensation paid for services as members of our senior management.



£000s		Salary and fees	Benefits⁽¹⁾	Pension	Bonus⁽²⁾	Multi-year variable^(3),(4),(5)	Total	Total fixed comp	Total variable compensation
Executive Directors
John Cotterell	2020	350	13	53	331	1,997	2,744	416	2,328
Mark Thurston	2020	225	10	18	147	3,147	3,547	253	3,294
Non-Executive Directors
Trevor Smith	2020	60	—	—	—	172	232	60	172
Andrew Allan	2020	55	—	—	—	172	227	55	172
Ben Druskin⁶	2020	56	—	—	—	172	228	56	172
Mike Kinton	2020	55	—	—	—	172	227	55	172
David Pattillo⁶	2020	61	—	—	—	172	233	61	172
Sulina Connal	2020	42	—	—	—	127	169	42	127

(1) Messrs. Cotterell and Thurston receive a car allowance of £10,000 and £7,500 respectively, and also receive medical insurance,

life assurance and income protection.

(2) Messrs. Cotterell and Thurston received the maximum bonus for the fiscal year ended June 30, 2020 in line with the remuneration policy of £300,000 and £140,000 respectively. The additional bonus amount paid and reflected in the table above is in relation to the one-off special Employee Benefit Trust cash bonus paid to all eligible employees. See “-2020 annual bonus earned” for additional information.

(3) For Mark Thurston and the Non-Executive Directors, the value of LTIP awards vesting based on performance up to June 30, 2020. Performance conditions were satisfied in full. For the purpose of this table, awards have been valued using a three-month average share price up to June 30, 2020 of £35.80.

(4) For the Executive Directors, including the value of EIP awards granted on July 31, 2019, of which 100% qualifies for vesting based on performance up to June 30, 2020. These awards will vest in four equal tranches as described below. For the purpose of this table, awards have been valued using a three-month average share price up to June 30, 2020 of £35.80.

(5) For the Non-Executive Directors, including the value of RSU awards granted on January 30, 2020. For the purpose of this table, awards have been valued using the share price at grant of £35.57.

(6) For the two Non-Executive Directors based in the US, annual fees for 2020 have been converted to GBP using an exchange rate of 1:1.2606, being the average exchange rate over the 2020 financial year.

Non-Executive Director Service Agreements

We engage independent directors using standard terms as set out in our template letter of appointment. Independent directors are engaged from the commencement date of the letter of appointment for an initial term, until the conclusion of our next annual general meeting. Under the service agreements, Messrs. Allan and Kinton are entitled to receive an annual fee of £55,000, Mr. Smith is entitled to receive an annual fee of £60,000, Mr. Druskin is entitled to receive an annual fee of $70,000, and Mr. Pattillo is entitled to receive an annual fee of $77,000, in each case inclusive of fees payable for all duties. Our independent directors are generally entitled to receive restricted share units for each term of their engagement, at the remuneration committee’s sole discretion. Following termination of their appointment, independent directors are subject to a six-month non-competition restrictive covenant, a 12-month non-poach restrictive covenant and a 12-month non‑solicitation restrictive covenant and are not eligible to receive benefits upon termination.

Compensation of Executive Officers ~~and Directors~~

~~Aggregate Compensation~~

For the fiscal year ended June 30, ~~2018,~~2020, the aggregate compensation granted, accrued or paid to ~~the members of~~ our ~~board of directors and our~~non-director, executive officers for services in all capacities was ~~£2.0~~£3.4 million. We do not set aside or accrue amounts to provide pension, retirement or similar benefits to members of our board of directors or executive officers.

Executive Service Agreements

We engage executive officers using standard terms as set out in our executive service agreement. This agreement entitles the executive officer to receive an annual base salary, which is inclusive of any director’s fees payable to the executive officer. This agreement also entitles the executive officer to participate in a bonus scheme, the amount of any such bonus to be determined at the remuneration committee’s sole discretion. This agreement also entitles the executive officer to participate in our equity incentive plans, the amount of such equity participation and any associated performance targets to be determined at the remuneration committee’s sole discretion. We also contribute a certain percentage of the executive officer’s basic salary to a group personal pension scheme. The executive officer is entitled to a number of additional benefits, including death in service life insurance, private health insurance, permanent health insurance and a car allowance.

This agreement may be terminated by either party giving the other either six to 12 months’ notice in writing. We reserve the right to place the executive officer on garden leave at any time after notice has been given by either party, and to pay in lieu of notice. We may terminate the agreement without notice or payment in lieu of notice in certain circumstances as a result of the executive officer’s behavior or conduct, including for example, repeated breach of the service agreement after warning from us, dishonesty, gross misconduct or willful neglect in the discharge of their duties under the service agreement. On termination of this agreement, the executive officer is required to resign from our board of directors.

This agreement contains standard intellectual property and confidentiality provisions, which survive termination. This agreement also contains a power of attorney by which the executive officer appoints each of our directors as attorney with authority to execute documents in relation to the assignment of intellectual property rights, and execute documents to make the executive officer’s resignation from our board of directors effective.

This agreement contains a six-month non-competition restrictive covenant, a 12-month non-poach restrictive covenant and a 12-month non-solicitation restrictive covenant, which may be reduced by any time spent on garden leave.

~~Non-Executive Director Service Agreements~~2020 Annual Bonus

~~We engage independent directors using standard terms as set out in our template letter of appointment. Independent directors are engaged from the commencement date of the letter of appointment~~Annual bonuses for an initial term, until the conclusion of our next annual general meeting. Under the service agreements, Messrs. Allan and Kinton are entitled to receive an annual fee of £55,000, Mr. Smith is entitled to receive an annual fee of £60,000, Mr. Druskin is entitled to receive an annual fee of $70,000, and Mr. Pattillo is entitled to receive an annual fee of $77,000, in each case inclusive of fees payable for all duties. Our independent directors are generally entitled to receive restricted share units for each term of their engagement, at the remuneration committee’s sole discretion. Following termination of their appointment, independent directors are2020 were subject to single performance measure with a ~~six-month non-competition restrictive covenant,~~revenue underpin, as described below. No bonus is payable unless a ~~12-month non-poach restrictive covenant~~threshold level of performance was achieved, and furthermore no bonus was payable unless the Company achieved a ~~12-month non‑solicitation restrictive covenant.~~

~~Endava Executive Bonus Scheme~~

~~We have implemented~~threshold level of revenue of £350m. Payout levels are measured on a straight-line basis based on the ~~Endava Executive Bonus Scheme that is designed to incentivize higher levels of growth. The Executive Bonus Scheme applies to employees of senior manager grade~~outcome for Adjusted PBT between threshold and above who have not served or been given notice of termination, and is applied pro-rata to those working part-time, on maternity leave or on sick leave. There is no automatic entitlement to the Executive Bonus Scheme, and eligibility is determined each year and determinedmaximum.



		Threshold		Maximum		Actual
Adjusted PBT for FY2020	(£ in millions)	£59.5		£66.0		£68.6
Payout	% of max	50	%	100	%	100	%

~~by reference to profit before tax. At~~Both the ~~level~~revenue target and maximum PBT target were exceeded during the year, accordingly 100% of ~~profit where~~ the bonus ~~scheme begins, there will be a £0 cash payment. The bonus cash payment will then increase as the profit before tax increases.~~was payable (£300,000 and £140,000 to John Cotterell and Mark Thurston respectively).

For the fiscal year ended June 30, ~~2018,~~2020, the aggregate amounts expected to be paid at the end of September 2020 to our non-director, executive officers under the Executive Bonus scheme ~~was £0.7~~is £0.4 million.

Outstanding Equity Awards, Grants and Option Exercises

~~During~~Performance Share Units

Awards of Performance Share Units (PSUs) were made under the ~~fiscal~~EIP to the Executive Directors on July 31, 2019, which were subject to a performance measure as described below. If the performance condition is satisfied, awards vest in four equal tranches commencing October 31, 2020 and each year ~~ended~~for three years thereafter.



Participant	Number of awards	Share price on date of grant⁽¹⁾	Face value⁽²⁾	Date of grant	Date of vesting
John Cotterell	55,788	£29.47	£1,644,072	July 31, 2019	Oct 31, 2020 to Oct 31, 2023
Mark Thurston	27,894	£29.47	£822,036	July 31, 2019	Oct 31, 2020 to Oct 31, 2023

(1) Based on the share price of $35.85 converted to GBP on the date of grant.

(2) Based on the share price of $35.85 converted to GBP on the date of grant and multiplied by the number of shares under award.

Although eligible to participate, the Executive Directors did not elect to re-enroll in the Company’s Sharesave plan when it was relaunched in 2019.

PSU awards made on July 31, 2019 under the EIP were subject to a single performance measure with a revenue underpin measured over the 2020 financial year, as described below. No awards would vest unless a threshold level of PBT performance was achieved, and furthermore no awards would vest unless the Company achieved a threshold level of revenue of £350m. Vesting is measured on a straight-line basis between threshold and maximum.



		Threshold		Maximum		Actual
Adjusted PBT for FY2020	£m	£60		£66		£69
Payout	% of max	50	%	100	%	100	%

Both the revenue threshold and maximum PBT target were achieved during the year, and accordingly 100% of these awards will vest. The first tranche of the PSU awards will vest on October 31, 2020, with the remaining three tranches vesting on the October 31 in the three following years.

The third tranche of LTIP awards made to Mark Thurston (relating to previously banked awards under the LTIP), accounting for 40% of the total award, vested on July 27, 2020. The remaining award relating to FY2020 performance will vest in early September. The outstanding award for the Non-Executive Directors under the Company’s legacy LTIP granted in August 2017 vested on August 16, 2020.

Restricted Share Units

Awards of Restricted Share Units (RSUs) were made under the EIP to the Non-Executive Directors on January 30, 2020. Awards vest subject to the participant remaining in service to the Company for the duration of the Appointment

Period, which is the period of time from the participant’s appointment at the Company’s Annual General Meeting of Shareholders (“AGM”) to the next AGM the following year.



Participant	Number of awards	Share price on date of grant⁽¹⁾	Face value⁽²⁾	Date of grant	Date of vesting⁽³⁾
Trevor Smith	3,563	£35.57	£126,736	January 30, 2020	December 7, 2020
Andrew Allan	3,563	£35.57	£126,736	January 30, 2020	December 7, 2020
Ben Druskin	3,563	£35.57	£126,736	January 30, 2020	December 7, 2020
Mike Kinton	3,563	£35.57	£126,736	January 30, 2020	December 7, 2020
David Pattillo	3,563	£35.57	£126,736	January 30, 2020	December 7, 2020
Sulina Connal	3,563	£35.57	£126,736	January 30, 2020	December 7, 2020

(1) Based on the share price of $46.30 converted to GBP on the date of grant.

(2) Based on the share price of $46.30 converted to GBP on the date of grant and multiplied by the number of shares under award.

(3) Awards vest on October 31, 2020 or, if later, the date of the 2020 AGM (actual date to be confirmed), and will therefore vest (provisionally) on December 7, 2020.

Executive Directors’ Share Awards Outstanding at the 2020 Financial Year End



Award type	Held at June 30, 2019	Granted in year	Lapsed in year	Exercised in year	Held at June 30, 2020	Date of grant	Exercise price	Market price on exercise date⁽¹⁾	Date from which exercisable	Date of expiry
John Cotterell
2018 EIP PSU⁽²⁾	90,000	—	—	22,500	67,500	July 26, 2018	—	£32.47	₍₃₎	July 26, 2028
2019 EIP PSU⁽⁴⁾	—	55,788	—	—	55,788	July 31, 2019	—	—	₍₅₎	July 31, 2029
Mark Thurston
LTIP	100,000	—	—	40,000	60,000	July 24, 2015	—	£30.54 & £31.20	₍₆₎	July 26, 2025
EIP PSU⁽²⁾	45,000	—	—	11,250	33,750	July 26, 2018	—	£32.47	₍₃₎	July 26, 2028
EIP PSU⁽⁴⁾	—	27,894	—	—	27,894	July 31, 2019	—	—	₍₅₎	July 31, 2029
2018 Sharesave	377	—	—	—	377	October 23, 2018	£25.87	—	December 1, 2021	June 1, 2021

(1) Converted to GBP using the prevailing exchange rate on the date of exercise.

(2) These awards were subject to a PBT performance condition over the 2019 financial year. The performance condition was met

in full and as such 100% of this award vested.

(3) Awards vest in four equal tranches from October 31, 2019 to October 31, 2022.

(4) These awards were subject to a PBT performance condition over the 2020 financial year as described above. The performance

condition was met in full and as such 100% of this award will be eligible to vest.

(5) Awards vest in four equal tranches from October 31, 2020 to October 31, 2023.

(6) 40% of these LTIP awards were based on PBT performance up to the 2019 financial year. Performance criteria were met in full, and accordingly these awards were exercised in July 2020. The final tranche of these awards will vest in full in November based on performance during the 2020 financial year.

Directors’ Current Shareholdings and Interests in Shares

The table below provides details on the Directors' current shareholdings as well as their interests in outstanding share awards as of June 30, ~~2018, we have granted 18,750~~2020.



	Unconditionally-owned shares	Interests in share schemes				Percentage of salary applicable to share ownership requirement⁽¹⁾
	Unconditionally-owned shares	EIP	LTIP	SAYE	Total
Executive Directors
John Cotterell	9,672,797^(2),(3)	123,288	—	—	123,288	109,041	%
Mark Thurston	19,716	61,644	60,000⁽⁴⁾	377	122,021	912	%
Non-Executive Directors
Trevor Smith	65,873	3,563	1,250⁽⁵⁾	—	4,813	—
Andrew Allan	463,950⁽⁶⁾	11,063	3,750	—	14,813	—
Ben Druskin	36,875	3,563	3,125	—	6,688	—
Mike Kinton	1,780,293	3,563	1,250⁽⁵⁾	—	4,813	—
David Pattillo	21,375	3,563	3,125	—	6,688	—
Sulina Connal	—	3,563	—	—	3,563	—

(1) This value includes all unconditionally-owned shares, plus the value of outstanding tranches of prior EIP awards that are subject to service conditions only (on a net of tax basis), valued using the share price at the year end of £39.19. Executive Directors are required to build and maintain a shareholding to the value of 200% of salary within five years of appointment. There is no formal policy or guideline regarding Non-Executive Director shareholdings.

(2) Of which 2,000,000 shares are held in trust.

(3) 151,885 Class A ordinary shares ~~to our executive officers~~were subsequently sold between July 1, 2020 and ~~directors under our Non-Executive Director Plan.~~September 10, 2020.

~~As of June 30, 2018, our executive officers and directors~~

(4) 40,000 LTIP awards were subsequently exercised on July 27, 2020.

(5) 1,250 LTIP awards were subsequently exercised on August 17, 2020.

(6) Of which, 101,250 shares are held 1,087,470 Class A ordinary shares held in trust under our Joint Share Ownership Plan, or the JSOP, 100,000 Class A ordinary shares under our Endava Limited 2015 Long Term Incentive Plan, or the 2015 Plan, 18,750 Class A ordinary shares under our Non-Executive Director Plan and no share options to purchase Class A ordinary shares.

On July 26, 2018, we granted 217,000 Class A ordinary shares under the 2018 Equity Incentive Plan and 37,500 Class A ordinary shares under the 2018 Non-Employee Sub-Plan to our executive officers and directors.by Mr Allan's spouse, Elaine Allan.

Equity Compensation Arrangements

We have granted options and equity incentive awards under our (1) Endava Share Option Plan, or the Share Option Plan, (2) Joint Share Ownership Plan, or the JSOP, (3) 2015 Long Term Incentive Plan, or the 2015 Plan, ~~and~~ (4) Non-Executive Director Long Term Incentive Plan, or the Non-Executive Director Plan, (5) the 2018 Equity Incentive Plan, or the 2018 Plan, (6) the 2018 Non-Employee Sub Plan, the 2018 Sub Plan, (7) the 2018 Sharesave Plan, the Sharesave Plan and (8) 2018 International Sub-Plan, or International Sharesave Plan. We refer to the Share Option Plan, the JSOP, the 2015 Plan, ~~and~~ the Non-Executive Director Plan, the 2018 Plan, the 2018 Sub Plan, the Sharesave Plan and International Sharesave Plan together as the Plans. ~~We adopted the Endava plc 2018 Equity Incentive Plan, or the 2018 Plan, prior to the completion of our initial public offering.~~ As of June 30, ~~2018,~~2020, there were ~~4,853,710~~2,950,068 Class A ordinary shares available for issuance under the Plans, ~~4,203,980~~551,723 of which are held by the ~~Endava Limited Guernsey Employee Benefit Trust, or~~EBT. During the ~~Employee Benefit Trust. At any time between twelve and eighteen months following~~year ended June 30, 2020, the ~~completion of our initial public offering offering, we intend to cause the Employee Benefit Trust to sell up to 500,000~~EBT sold 980,000 Class A ordinary ~~shares. We expect to use~~shares and used the net proceeds ~~from such sales~~ to ~~pay~~fund a discretionary ~~cash bonuses~~bonus to our employees.

~~Endava~~ Share Option Plan

On May 7, 2014, our board of directors adopted the Share Option Plan and, as a schedule to the Share Option Plan, the Endava Approved Share Option Plan, which is intended to qualify as a “company share option plan” that meets the

requirements of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003, or the CSOP. Options granted under the Share Option Plan have no tax advantages. Options granted under the CSOP are potentially U.K. tax-favored options up to an individual limit of £30,000 calculated by reference to the market value of the shares under option at the date of grant. All of our employees may participate in the Share Option Plan at the discretion of the board of directors. Employees who meet the CSOP legislative requirements may participate in the Share Option Plan at the discretion of the board of directors.

Options granted under the Share Option Plan may have any exercise price, provided that where the exercise of an option is to be satisfied by newly issued shares, the exercise price shall not be less than the nominal value of a share. Options granted under the CSOP must have an exercise price equal to the market value of a share on the date of grant. Options may be granted by the board of directors at any time up to the tenth anniversary of the date of adoption of the Share Option Plan and may not be transferred other than on death to the option holder’s personal representative.

The Share Option Plan replaced the Endava Limited Enterprise Management Incentives Plan, under which we previously granted share option awards to our employees. Following the adoption of the Share Option Plan, we no longer grant awards under the Endava Limited Enterprise Management Incentives Plan.

Awards

Options are exercisable in whole or in part at the times and subject to the vesting schedule set forth in the option agreement.

If a participant dies, a personal representative of the participant may exercise any option granted by the company to the participant to the extent set out in the option agreement for a period of twelve months from the date of death, after which the option shall lapse. If a participant ceases employment with the company due to ill health, injury, disability, retirement, the sale of the participant’s employer company or undertaking out of the company, the participant may exercise any option granted by the company to the extent set out in the option agreement for a period of three months, after which the option shall lapse.

In the event of any increase or variation of the company’s share capital or a rights issue, the board of directors may adjust the number of shares subject to an option and/or the exercise price.

Corporate Transactions

For options granted under the Share Option Plan, if any person obtains control of the company as a result of making a general offer for the whole of the issued ordinary share capital of the company, options may be exercised within 30 days, or such earlier date as the board of directors shall determine, of the change of control or, at the sole discretion of the board of directors, during any period specified by the board of directors ending before the change of control. Alternatively, and with the agreement of the option holder, options may be exchanged for options to acquire shares in the acquiring company.

For options granted under the CSOP, if a person obtains control of the company and in consequence the shares no longer meet the legislative CSOP requirements, options may be exercised no later than 20 days after the change of control. Alternatively, the board of directors may permit the option holders to exercise their options within the period of 20 days prior to the change of control. Alternatively, and with the agreement of the option holder, options may be exchanged for CSOP options over shares in the acquiring company.

If the board of directors considers that a listing of the shares on a stock exchange is likely to occur, the board of directors shall have discretion to permit options to be exercised and to waive any exercise conditions. The board of directors may also require that options may not be exercised until the end of any lock up period or require that some or all of the shares acquired on exercise of these options may not be transferred until the end of any lock up period. Alternatively, the board of directors may require options to continue following a listing of the shares, and the board of directors would have discretion to waive any remaining exercise conditions. ~~On May 3, 2017, our Board exercised its discretion and has permitted that CSOP options may be exercised at the end of the lock up period.~~

Amendment

The board of directors may amend the Share Option Plan save that no amendment shall take effect that would materially affect the liability of any option holder or which would materially affect the value of his subsisting option without the prior written consent of the option holder. Subject to restrictions in the CSOP legislation, the board of directors may similarly amend the CSOP.

Joint Share Ownership Plan (“the JSOP”)

On June 28, 2011, our board of directors adopted the JSOP. Under the JSOP, our executive directors and employees have the ability to acquire shares jointly with the trustees of the ~~Employee Benefit Trust,~~EBT, which operates in conjunction with the JSOP. The beneficiaries of the ~~Employee Benefit Trust~~EBT are our employees, including former employees, and executive directors. The trustee of the ~~Employee Benefit Trust~~EBT is Equiom (Guernsey) Limited, or the Trustee, which is an independent trustee. Awards under the JSOP are documented in individual JSOP agreements executed as deeds by the relevant participant, the Trustee and the company.

Awards

Participants in the JSOP hold a restricted beneficial interest in a specified number of shares, or the JSOP Shares. A participant has the right to the future increase in value of those JSOP Shares above an agreed threshold amount. The Trustee is the legal owner of the JSOP Shares. The Trustee and the participant hold their beneficial interests in the JSOP Shares in specified proportions.

Neither the Trustee nor the participant can transfer their interest in the JSOP Shares without the consent of the other. The JSOP Shares can only be transferred or disposed of or dealt with in accordance with the terms of the JSOP agreement.

The JSOP Shares shall include any other shares or securities that may be acquired in addition to, or in place of, such shares as a result of any variation in the share capital of the company, other than as a result of a rights issue. In the event of a rights issue in respect of the JSOP Shares, the Trustee shall notify the participant and they may agree between themselves in writing that the Trustee shall contribute funds (some or all of which may come from the participant) sufficient to take up the rights and the shares received shall not form part of the JSOP Shares, but shall be held by the Trustee for the Trustee and the participant in proportion to the funds contributed by the Trustee and the participant to fund the take up of the rights. In the absence of such agreement, the Trustee shall sell sufficient of the rights (nil paid) to fund the exercise of the balance of the rights.

The participant and the Trustee may agree between themselves how to exercise votes attaching to the JSOP Shares.

Dividends on JSOP Shares are paid and belong to the Trustee unless the Trustee agrees with the company to waive such dividends.

Corporate Transactions

Certain events terminate the joint ownership arrangement with the Trustee, including (a) a sale of the company; (b) following a listing on a recognized stock exchange, such as our initial public offering, when the participant gives a specific notice to the Trustee and the company in respect of the JSOP Shares; (c) the expiry of 25 years from the date of the applicable trust deed; and (d) the participant leaving employment with the company when the market value of the JSOP Shares is less than the threshold amount. We refer to these events as “Trigger Events.”

On the date of a Trigger Event, the Trustee has an option to acquire the beneficial interest belonging to the participant. If the Trustee exercises this option, the Trustee will then either transfer shares of a value equal or pay cash to the participant in an amount equal to the value of the option, calculated according to the terms of the JSOP. On and from the date of any Trigger Event, and if and for so long as the Trustee has not exercised the option referred to above, the Trustee will use reasonable endeavors to sell the JSOP Shares and distribute the net proceeds of sale between the Trustee and the participant in the proportions calculated according to the terms of the JSOP.

Amendment

The board of directors, with the consent of the Trustee, may make certain amendments to the JSOP agreement that it considers necessary or appropriate to benefit the administration of the JSOP, to take account of a change in legislation or regulatory law or relevant accounting practice or principles or to obtain or maintain ~~favourable~~favorable tax, exchange control or regulatory treatment for the participant, the Trustee or any member of the company.

No alteration may be made that would materially increase the liability of the participant, the Trustee or the company or materially increase or decrease the value of the JSOP Shares, without the approval of the person concerned.

~~Endava Limited~~ 2015 Long Term Incentive Plan (“the 2015 Plan”)

On June 30, 2015, our board of directors adopted the 2015 Plan. Awards under the 2015 Plan may be in the form of a conditional right to acquire shares at no cost to the participant, or a Conditional Share Award, or an option to acquire shares with an exercise price which may be zero.

The aggregate number of shares over which 2015 Plan awards can be made is limited to such amounts as agreed by shareholders from time to time. The aggregate number of shares approved by shareholders as at the date of adoption of the 2015 Plan was 1,000,000.

Employees of the company may participate in the 2015 Plan at the discretion of the board of directors. 2015 Plan awards may be granted by the board of directors up to the tenth anniversary of adoption of the 2015 Plan or until the date of a listing of the shares and are not capable of transfer other than on death to the employee’s personal representative.

Awards

Awards under the 2015 Plan are expressed to “bank” (meaning a 2015 Plan award has become eligible to “vest”). “Vest” means an option can be exercised or, for a Conditional Share Award, shares will be transferred. Vesting occurs on or after an “Exit Event,” which includes a sale of all of the shares or all or substantially all of the assets of the company or a listing of the shares on a stock exchange, such as our initial public offering. The board of directors also has power to declare that an Exit Event has occurred such that all of a banked 2015 Plan award, or such proportion as the board of directors shall determine, may vest immediately or on a specified future date, subject to such further conditions as the board of directors may require which may include that an option may lapse if not exercised within a specified period.

Unless otherwise specified by the board of directors at the date 2015 Plan awards are made, 2015 Plan awards bank in five equal tranches based on the satisfaction of performance targets for each financial year, including threshold and target achievement levels.

Between threshold and target achievement levels, the proportion of a tranche that banks is calculated on a straight line basis, with fractional shares rounded down to the nearest whole number. The date of banking is the date the board of directors determines the level of achievement of the applicable performance targets, and the board of directors determines threshold and target achievement levels each year.

The board of directors, in its absolute discretion, may determine that all unbanked 2015 Plan awards bank in full or in part immediately or on a specified future date, subject to such further conditions as the board of directors shall reasonably require.

Upon a variation in the share capital of the company, the number and description of shares subject to 2015 Plan awards and any award/exercise price will be adjusted proportionately.

If the holder of a 2015 Plan award ceases employment with the company, no further banking of his 2015 Plan award will occur and the award will lapse, except that upon death or where the individual is a “Good Leaver,” only his unbanked 2015 Plan award would lapse, and his banked awards would vest and be exercisable during the period of six months after the date of cessation of employment or six months after the date of leaving (if later), or during the period of 12 months on death. “Good Leaver” is defined to include cessation of employment by reason of injury, ill health,

disability, retirement, his employing company or undertaking being sold out of the company or cessation of employment in any other circumstances if the board of directors so decides.

Corporate Transactions

Where the Exit Event is a sale of the company, the board of directors may at its discretion determine that all or a proportion of unbanked 2015 Plan awards will bank. Banked 2015 Plan awards will vest on the date of the change of control and the board of directors may impose a condition that any proceeds of disposal of the shares shall be subject to deferral on such terms as are intended to be consistent with the vesting schedule specified in the 2015 Plan award certificate. An option that vests in these circumstances may be exercised within 30 days of the change of control or such longer period as determined by the board of directors and shall lapse at the end of such period unless the board of directors determines otherwise.

The board of directors has power to net settle 2015 Plan awards and 2015 Plan awards may be exchanged for equivalent awards over shares in an acquiring company.

Amendment

The board of directors has power to amend the 2015 Plan, including to adopt sub-plans for the benefit of employees located outside the United Kingdom. Without the prior approval of the company at a general meeting, an amendment may not be made for the benefit of existing or future 2015 Plan award holders relating to the limit on the aggregate number of shares over which 2015 Plan awards may be made or to the 2015 Plan provision regarding amendments.

Non-Executive Director Long Term Incentive Plan(“Non-Executive Director Plan”)

On June 21, 2017, our board of directors adopted the Non-Executive Director Plan. The aggregate number of shares over which Non-Executive Director Plan awards can be made is limited to such amounts as agreed by shareholders from time to time.

The Non-Executive Director Plan is similar to the 2015 Plan described above, except that only non-executive directors of the company may participate, and references to employment are replaced with references to continuous service as a non-executive director of the company.

Awards

Unless otherwise specified by the board of directors at the date Non-Executive Director Plan awards are made, the Non-Executive Director Plan award certificate will provide that Non-Executive Director Plan awards will bank in three equal tranches based on continuous service on the anniversaries of the date of award. Unless otherwise specified by the board of directors at the date the Non-Executive Director Plan awards are made, Non-Executive Director Plan awards will vest as follows:



Date	Level of vesting
Date of Exit Event	Banked award x 50%	(A)
1^st anniversary of Exit Event	(Cumulative banked awards x 100%) – A	(B)

If the first anniversary of the Exit Event occurs prior to the date the Non-Executive Director Plan award will become banked, the Non-Executive Director Plan award will continue to bank in accordance with the Non-Executive Director Plan rules, and banked Non-Executive Director Plan awards not previously vested will vest on the date of banking. Cumulative banked Non-Executive Director Plan awards will take account of all Non-Executive Director Plan awards banked on or before the relevant vesting date.

~~Endava plc~~ 2018 Equity Incentive Plan (“the 2018 Plan”)

The 2018 Plan ~~which became effective prior to the completion~~was adopted by our board of directors on April 16, 2018 and approved by our ~~initial public offering,~~shareholders on May 3, 2018. The 2018 Plan allows for the grant of equity-based incentive awards to our employees, ~~and directors,~~including employees who ~~are~~ also serve as our ~~employees.~~directors. The material terms of the 2018 Plan are summarized below:

Eligibility and Administration

Our employees and directors, who are also our employees, and employees and consultants of our subsidiaries, referred to as service providers are eligible to receive awards under the 2018 Plan. The 2018 Plan is administered by our board of directors, which may delegate its duties and responsibilities to one or more committees of our directors and/or officers (referred to as the plan administrator below), subject to certain limitations imposed under the 2018 Plan, and other applicable laws and stock exchange rules. The plan administrator has the authority to take all actions and make all determinations under the 2018 Plan, to interpret the 2018 Plan and award agreements and to adopt, amend and repeal rules for the administration of the 2018 Plan as it deems advisable. The plan administrator also has the authority to determine which eligible service providers receive awards, grant awards, set the terms and conditions of all awards under the 2018 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2018 Plan.

Shares Available for Awards

The maximum number of Class A ordinary shares that may be issued under our 2018 Plan as of June 30, ~~2018~~2020 is ~~5,530,000,~~6,119,080 which includes Class A ordinary shares reserved for issuance under our 2018 Non-Employee Sub-Plan described below. No more than 16,050,000 Class A ordinary shares may be issued under the 2018 Plan upon the exercise of incentive share options. In addition, the number of Class A ordinary shares reserved for issuance under our 2018 Plan will automatically increase on January 1 of each year, commencing on January 1, 2019 and ending on (and including) January 1, 2028, in an amount equal to 2% of the total number of shares outstanding on December 31 of the

preceding calendar year. Our board may act prior to January 1 of a given year to provide that there will be no increase for such year or that the increase for such year will be a lesser number of Class A ordinary shares. Class A ordinary shares issued under the 2018 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares.

If an award under the 2018 Plan, including the 2018 Non-Employee Sub-Plan, expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the 2018 Plan. Awards granted under the 2018 Plan in substitution for any options or other equity or equity-based awards granted by an entity before the entity’s merger or consolidation with us or our acquisition of the entity’s property or stock will not reduce the number of Class A ordinary shares available for grant under the 2018 Plan, but will count against the maximum number of Class A ordinary shares that may be issued upon the exercise of incentive options.

Awards

The 2018 Plan provides for the grant of options, share appreciation rights, or SARs, restricted shares, restricted share units, or RSUs, performance restricted share units, or PSUs, and other share-based awards. All awards under the 2018 Plan will be set forth in award agreements, which will detail the terms and conditions of awards, including any applicable vesting and payment terms, change of control provisions and post-termination exercise limitations. A brief description of each award type follows.

Options and SARs. Options provide for the purchase of our Class A ordinary shares in the future at an exercise price set on the grant date. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The plan administrator will determine the number of shares covered by each option and SAR, the exercise price of each option and SAR and the conditions and limitations applicable to the exercise of each option and SAR.

Restricted Shares, RSUs and PSUs. Restricted shares are an award of nontransferable Class A ordinary shares that remain forfeitable unless and until specified conditions are met and which may be subject to a purchase price. RSUs and PSUs are contractual promises to deliver our Class A ordinary shares in the future, which may also remain forfeitable unless and until specified conditions are met. The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant. The terms and conditions applicable to restricted shares, RSUs and PSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the 2018 Plan.

Other Share-Based Awards. Other share-based awards are awards of fully vested Class A ordinary shares and other awards valued wholly or partially by referring to, or otherwise based on, our Class A ordinary shares or other property. Other share-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled. The plan administrator will determine the terms and conditions of other share-based awards, which may include any purchase price, performance goal, transfer restrictions and vesting conditions.

Performance Criteria

The plan administrator may select performance criteria for an award to establish performance goals for a performance period.

Certain Transactions

In connection with certain corporate transactions and events affecting our ordinary shares, including a change of control, another similar corporate transaction or event, another unusual or nonrecurring transaction or event affecting us or our financial statements or a change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the 2018 Plan to prevent the dilution or enlargement of intended benefits, facilitate the transaction or event or give effect to the change in applicable laws or accounting principles. This includes canceling awards for cash or property, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares subject to outstanding awards and/or with respect to

which awards may be granted under the 2018 Plan and replacing or terminating awards under the 2018 Plan. In addition, in the event of certain non-reciprocal transactions with our shareholders, the plan administrator will make equitable adjustments to the 2018 Plan and outstanding awards as it deems appropriate to reflect the transaction.

In the event of a change of control where the successor or acquirer entity does not agree to assume, continue or rollover the awards, the awards will vest in full effective immediately prior to the change of control. Additionally, where a successor or survivor corporation, or a parent or subsidiary, assumes the awards or substitutes them for awards covering their equity securities, with appropriate adjustments, as determined by the plan administrator, and a participant is terminated without cause by us (or our successor or applicable subsidiary thereof) on or within 12 months following the effective date of the change of control, such participant’s awards will immediately vest effective on the date of their termination.

Plan Amendment and Termination

Our board of directors may amend or terminate the 2018 Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the 2018 Plan, may materially and adversely affect an award outstanding under the 2018 Plan without the consent of the affected participant and shareholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws. Further, the plan administrator cannot, without the approval of our shareholders, amend any outstanding option or SAR to reduce its price per share or cancel any outstanding option or SAR in exchange for cash or another award under the 2018 Plan with an exercise price per share that is less than the exercise price per share of the original option or SAR. The 2018 Plan will remain in effect until the tenth anniversary of its effective date unless earlier terminated by our board of directors. No awards may be granted under the 2018 Plan after its termination.

Transferability and Participant Payments

Except as the plan administrator may determine or provide in an award agreement, awards under the 2018 Plan are generally non-transferrable, except by will or the laws of descent and distribution, or, subject to the plan administrator’s consent, pursuant to a domestic relations order, and are generally exercisable only by the participant. With regard to tax withholding obligations arising in connection with awards under the 2018 Plan, and exercise price obligations arising in connection with the exercise of options under the 2018 Plan, the plan administrator may, in its discretion, accept cash, wire transfer or cheque, our ordinary shares that meet specified conditions, a promissory note, a “market sell order,” such other consideration as the plan administrator deems suitable or any combination of the foregoing.

Non-U.S. Participants

The plan administrator may modify awards granted to participants who are non-U.S. nationals or employed outside the United States or establish sub-plans or procedures to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

2018 Non-Employee Sub Plan

The 2018 Non-Employee Sub Plan was adopted by our board of directors on April 16, 2018 and approved by our shareholders on May 3, 2018. The 2018 Non-Employee Sub Plan governs equity awards granted to our ~~non-executive~~non-employee directors, consultants, advisers and other non-employee service providers. The 2018 Non-Employee Sub Plan was adopted under the 2018 Plan and provides for awards to be made on identical terms to awards made under our 2018 Plan.

~~Endava plc 2018 Sharesave Plan~~

~~The~~ 2018 Sharesave Plan ~~which became effective prior to~~ (“the ~~completion~~Sharesave Plan”)

The Sharesave Plan was adopted by our board of directors on April 16, 2018 and approved by our ~~initial public offering,~~shareholders on May 3, 2018. The Sharesave Plan is a U.K. tax advantaged share option plan and is intended to comply with the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003, or Schedule 3. The ~~2018~~ Sharesave Plan may be extended to award similar benefits to employees outside the U.K. The material terms of the ~~2018~~ Sharesave Plan are summarized below:

Shares available for options

The maximum number of Class A ordinary shares that may be issued under our ~~2018~~ Sharesave Plan as of June 30, ~~2018~~2020 is ~~2,675,000~~4,061,837 Class A ordinary shares, which includes Class A ordinary shares reserved for issuance under any overseas plan described below. In addition, the number of Class A ordinary shares reserved for issuance under our ~~2018~~ Sharesave Plan will automatically increase on January 1 of each year, commencing on January 1, 2019 and ending on (and including) January 1, 2028, in an amount equal to 2% of the total number of shares outstanding on December 31 of the preceding calendar year. Our board of directors may act prior to January 1 of a given year to provide that there will be no increase for such year or that the increase for such year will be a lesser number of Class A ordinary shares.

Eligibility and participation

The ~~2018~~ Sharesave Plan provides that our employees and full-time directors who are U.K. resident taxpayers are eligible to participate. The board of directors may at its discretion extend participation under the ~~2018~~ Sharesave Plan to other employees and directors who do not meet these ~~requirements, subject to the rules of the plan.~~requirements. The ~~2018~~ Sharesave Plan provides that the board may require employees to have completed a qualifying period of employment (of up to five years) before they may apply for the grant of an option to purchase Class A ordinary shares.

Participation in the ~~2018~~ Sharesave Plan requires employees to agree to make regular monthly contributions to an approved savings contract of three or five years (or such other period permitted by the governing legislation). Subject to the following limits, the board of directors will determine the maximum amount that an employee may contribute under a savings contract linked to options to purchase Class A ordinary shares granted under the ~~2018~~ Sharesave Plan. Monthly savings by an employee under the ~~2018~~ Sharesave Plan and all savings contracts linked to options granted under any Schedule 3 tax-advantaged scheme may not exceed the statutory maximum (currently £500 per month in aggregate).The number of Class A ordinary shares over which an option is granted will be such that the total option price payable for these shares will normally correspond to the proceeds on maturity of the related savings contract.

No options to purchase Class A ordinary shares may be granted under the ~~2018~~ Sharesave Plan more than 10 years after the ~~2018~~ Sharesave Plan has been approved by shareholders.

The option price per Class A ordinary share under the ~~2018~~ Sharesave Plan will be the market value of a Class A ordinary share when options to purchase Class A ordinary shares are granted under the ~~2018~~ Sharesave Plan less a discount of up to 20%, or such other maximum discount permitted under the governing legislation.

Exercise and lapse of options

Options granted under the ~~2018~~ Sharesave Plan will normally be exercisable for a six-month period from the end of the relevant three or five year savings contract. Any options not exercised within the relevant exercise period will lapse.

An option may be exercised before the end of the relevant savings period, for a limited period, on the death of a participant or on his or her ceasing to hold office or employment with Endava by reason of injury, disability, redundancy, retirement, the sale or transfer out of the group of his or her employing company or business, their employer ceasing to be an associated company or for any other reason (provided in such case the option was granted more than three years previously).

Options are not assignable or ~~transferrable.~~transferable.

Certain transactions

Rights to exercise options early for a limited period also arise if another company acquires control of Endava as a result of a takeover or upon a scheme of arrangement or becomes bound or entitled to acquire shares under the compulsory acquisition provisions. An option may be exchanged for an option over shares in the acquiring company if the participant so wishes and the acquiring company agrees.

In the event of any variation in our share capital, the board of directors may make such adjustment as it considers appropriate to the number of Class A ordinary shares under option and/or the price payable on the exercise of an option.

2018 Sharesave Plan amendment

Our board of directors may, at any time, amend the provisions of the ~~2018~~ Sharesave Plan in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the material disadvantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of shares or the transfer of treasury shares, the basis for determining a participant’s entitlement to, and the terms of, the shares to be acquired and the adjustment of options.

2018 International Sub-Plan

~~Overseas plans~~

~~Our~~The 2018 International Sub-Plan was adopted by our board of directors ~~may at any time and without further formality establish further plans or schedules to the~~on October 24, 2018. The 2018 ~~Sharesave~~International Sub Plan ~~in overseas territories, any such plan or schedule to be~~is similar to the 2018 Sharesave Plan but modified to take account of local tax, exchange control or securities laws, regulation or practice. Class A ordinary shares made available under ~~any such plan or schedule~~the 2018 International Sub Plan will count against the limit on the number of new Class A ordinary shares that may be issued under the 2018 Sharesave Plan.

Insurance and Indemnification

To the extent permitted by the Companies Act, we are empowered to indemnify our directors against any liability they incur by reason of their directorship. We maintain directors’ and officers’ insurance to insure such persons against certain ~~liabilities. In connection with our initial public offering in July 2018, we~~liabilities and have entered into a deed of indemnity with each of our directors and executive officers.

Insofar as indemnification of liabilities arising under the Securities Act may be permitted to our board of directors, executive officers, or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

C. Board Practices

Composition of our Board of Directors

Our board of directors currently consists of ~~seven~~eight members. Our board of directors has determined that ~~five~~six of our ~~seven~~eight directors, ~~Messrs.~~Andrew Allan, Sulina Connal, Ben Druskin, Mike Kinton, David Pattillo and Trevor Smith, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under the rules of the New York Stock Exchange. There are no family relationships among any of our directors or senior management.

In accordance with our amended and restated articles of association, ~~that were adopted immediately prior to the completion of our initial public offering,~~ each of our directors serves for a term of one year and retires from office at every annual general meeting of shareholders. If at any such meeting the place of a retiring director is not filled, the retiring director shall, if willing to act, be deemed to have been reelected. If it is resolved not to fill such vacated office, or a motion for the re-election of such director shall have been put to the meeting and lost, the director shall not be re-elected unless this would result in the number of directors falling below the minimum number of directors required.

Committees of our Board of Directors

Our board of directors has three standing committees: an audit committee, a remuneration committee and a nomination committee.

Audit Committee

The audit committee, which consists of Messrs. Allan, Pattillo and Smith, assists the board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. Mr. Pattillo serves as chairman of the committee. The audit committee consists exclusively of members of our board of directors who are financially literate, and Mr. Pattillo is considered an “audit committee financial expert” as defined by applicable SEC rules. Our board of directors has determined that all of the members of the audit committee satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act. The audit committee is governed by a charter that complies with New York Stock Exchange rules.

The audit committee’s responsibilities include:

evaluating and making recommendations to the board of directors regarding the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services;

approving the audit services and non-audit services to be provided by our independent auditor;

evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board of directors on at least an annual basis;

reviewing and discussing with the executive officers, the board of directors and the independent auditor our financial statements and our financial reporting process; and

approving or ratifying any related person transaction (as defined by applicable rules and regulations) in accordance with our applicable policies.

The audit committee meets as often as one or more members of the audit committee deem necessary, but in any event ~~will meet~~meets at least four times per year. The audit committee meets at least once per year with our independent accountant, without our senior management being present.

Remuneration Committee

The remuneration committee, which consists of Messrs. ~~Cotterell,~~ Allan, Kinton and Smith, assists the board of directors in determining senior management compensation. Mr. Kinton serves as chairman of the committee. Under SEC and New York Stock Exchange rules, there are heightened independence standards for members of the remuneration committee, including a prohibition against the receipt of any compensation from us other than standard board member fees. Although foreign private issuers are not required to meet this heightened standard with respect to all members, we have determined that ~~each of Messrs. Allan, Kinton and Smith meet this heightened standard, while Mr. Cotterell does not~~all members meet this heightened standard.

The remuneration committee’s responsibilities include:

approving, modifying and overseeing our overall compensation strategy and policies;

reviewing and recommending to the board of directors for approval the type and amount of compensation to be paid or awarded to the members of our board of directors;

sole responsibility for the appointment, selection, retention, termination and oversight of any compensation consultants and other advisors retained by the remuneration committee;

reviewing, evaluating and approving all compensatory agreements and arrangements, elements of compensation, and performance goals and objectives related to compensation of our senior management, including our chief executive officer;

reviewing and approving the goals and objectives of our senior management, including our chief executive officer, and evaluating their performance in light of relevant performance goals and objectives;

having the full power and authority of our board of directors to adopt, amend, terminate and administer our equity awards, pension, and profit sharing plans, bonus plans, benefit plans and similar programs;

periodically reviewing with our chief executive officer the succession plans for our executive officers and making recommendations to our board of directors with respect to the selection of appropriate individuals to succeed to these positions; and

reviewing and assessing risks arising from our compensation policies and practices.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee, which consists of Messrs. Allan, Kinton, Druskin ~~Kinton~~ and Smith, assists our board of directors in identifying individuals qualified to become members of our board of directors consistent with criteria established by our board of directors and in developing our corporate governance principles. Mr. Smith serves as chairman of the committee.

The nominating and corporate governance committee’s responsibilities include:

identifying and evaluating candidates to serve on our board of directors, including nomination of incumbent directors for reelection;

reviewing and evaluating the size and composition of our board of directors;

recommending nominees for election to our board of directors and its corresponding committees;

overseeing the evaluation and periodically reviewing the performance of the board of directors and management, including committees of the board of directors, and reporting the results of such assessment to the board of directors; ~~and~~

assisting the board of directors in overseeing our corporate governance functions, including developing, updating and recommending to the board of directors corporate governance ~~principles.~~principles; and

D. Employees

As of June 30, ~~2018, 2017~~2020, 2019 and ~~2016,~~2018, we had 6,624, 5,754 and 4,819 ~~3,744 and 2,795~~ employees (including directors), respectively. We have collective bargaining agreements with our employees in Romania. We believe our employee relations are good and we have not experienced any work stoppages. With respect to the ongoing COVID-19 pandemic, and its impact on our business, our priorities have been the health and well-being of our people and the protection of the jobs and incomes of our people. We rapidly moved to a work-from-home model, with almost 100% of our employees able to work from home, and we took efforts to provide office environments that minimized the risk of exposure for the small number who needed to attend an office. These efforts kept our employees healthy while we executed our business continuity plans, with minimal disruption to productivity.

At each date shown, we had the following employees (including directors), broken out by department and geography:



	As of June 30,
	2020	2019	2018
Function:
Employees involved in delivery of our services	5,969	5,197	4,368
Selling, general and administrative	655	557	451
Total	6,624	5,754	4,819
Geography:
Western Europe⁽¹⁾	448	254	232
Central Europe - EU Countries	3,368	3,062	2,578
Sub-total: EU Countries (Western & Central Europe)	3,816	3,316	2,810
Central Europe - Non-EU Countries	1,810	1,583	1,279
Latin America	895	780	665
North America	103	75	65
Total	6,624	5,754	4,819

As of June 30,
2018 2017 2016
Function:
Employees Involved in Delivery of Our Services 4,368
3,433
2,578
Selling, General and Administrative 451
311
217
Total 4,819
3,744
2,795
Geography:
Western Europe 232
233
237
Central Europe - EU Countries 2,578
2,314
1,572
Sub-total: EU Countries (Western & Central Europe) 2,810
2,547
1,809
Central Europe - Non-EU Countries 1,279
1,073
928
Latin America 665
68
—
North America 65
56
58
Total 4,819
3,744
2,795
(1) The increase from 2019 to 2020 in Western Europe headcount includes 25 employees in the United Kingdom acquired in connection with our acquisition of Intuitus, in November 2019 and 156 employees in Germany and Austria acquired in connection with our acquisition of Exozet, in December 2019.

E. Share Ownership.

For information regarding the share ownership of our directors and executive officers, see “Item 6.B.—Compensation—Outstanding ~~equity~~Equity Awards, ~~as of June 30, 2018”~~Grants and Option Exercises” and “Item 7.A—Major Shareholders.”

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders.

The following table sets forth the beneficial ownership of our shares as of ~~September 30, 2018:~~August 15, 2020:

each person, or group of affiliated persons, who is known by us to beneficially own 5% or more of our Class A ordinary shares;

each person, or group of affiliated persons, who is known by us to beneficially own 5% or more of our Class B ordinary shares;

each person, or group of affiliated persons, who is known by us to beneficially own 5% or more of our Class ~~C ordinary shares;~~

~~each person, or group of affiliated persons, who is known by us to beneficially own 5% or more of our Class~~ A ordinary shares and Class B ordinary shares ~~and Class C ordinary shares~~ in the aggregate;

each of our executive officers;

each of our directors; and

all of our executive officers and directors as a group.

The percentage ownership and voting power information shown in the table is based upon ~~11,994,980~~34,497,817 Class A ordinary shares ~~27,257,215~~and 20,455,733 Class B ~~ordinary shares and 13,780,945 Class C~~ ordinary shares outstanding as of ~~September 30, 2018.~~August 15, 2020.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include ordinary shares issuable pursuant to the vesting of restricted stock units and the exercise of share options ~~or warrants~~ that are either immediately exercisable or exercisable on or before ~~November 29, 2018,~~October 14, 2020, which is 60 days after ~~September 30, 2018.~~August 15, 2020. These shares are deemed to be outstanding and beneficially owned by the person holding those options ~~or warrants~~ for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. In addition, the total number of Class A ordinary shares in the table below does not give effect to the potential conversion of any Class B ordinary shares into Class A ordinary shares. See the section entitled “Key Provisions in our Articles of Association-Shares and Rights Attaching to Them-Share Conversion” and “Key Provisions in our Articles of Association-Shares and Rights Attaching to Them-Restrictions on Transfer” in Exhibit 2.3(a) to this Annual Report on Form 20-F (Description of Share Capital) for a discussion of the entitlement of holders of Class B ordinary shares to convert them into Class A ordinary shares and limitations on such entitlement. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for persons listed in the table is c/o Endava plc, 125 Old Broad Street, London EC2N 1AR, United Kingdom.

Class A Ordinary Shares Beneficially Owned Class B Ordinary Shares Beneficially Owned Class C Ordinary Shares Beneficially Owned Total Voting Power
Shares % Shares % Shares % %
Name of Beneficial Owner
5% or Greater Shareholders
Employee Benefit Trust⁽¹⁾
4,703,980
39.2
—
—
—
—
1.58
Alex Day⁽²⁾
—
—
3,419,610
12.6
—
—
11.46
Goran Stevanovic⁽³⁾
—
—
1,662,500
6.1
—
—
5.57
David Heron⁽⁴⁾
—
—
894,570
3.28
2,105,430
15.28
3.70
Sarah Fraser⁽⁵⁾
—
—
—
—
1,273,595
9.24
*
Norman Fraser⁽⁶⁾
—
—
—
—
1,120,600
8.13
*
Robert Spittal⁽⁷⁾
—
—
—
—
1,023,890
7.43
*
David Feltham⁽⁸⁾
—
—
—
—
898,390
6.52
*
Ken Watt⁽⁹⁾
—
—
—
—
750,000
5.44
*
Simon Rust⁽¹⁰⁾
—
—
—
—
771,505
5.6
*

Executive Officers and Directors:
John Cotterell⁽¹¹⁾
—
—
9,891,475
36.3
—
—
33.15
Mark Thurston⁽¹²⁾
500
* 4,250
*
—
—
*
Rob Machin⁽¹³⁾
—
—
561,335
2.1
—
—
1.88
Julian Bull⁽¹⁴⁾
—
—
1,153,010
4.23
—
—
3.86
Andrew Allan⁽¹⁵⁾
—
—
412,700
1.51
—
—
1.38
Ben Druskin⁽¹⁶⁾
25,000
* 11,375
*
—
—
*
Michael Kinton⁽¹⁷⁾
—
—
2,370,390
8.7
—
—
7.95
David Pattillo⁽¹⁸⁾
10,000
* 11,375
*
—
—
*
Trevor Smith⁽¹⁹⁾
2,000
* 61,375
*
—
—
*
All current executive officers and directors as a group (9 persons)⁽²⁰⁾
37,500
* 14,477,285
53.11
—
—
48.54



	Class A Ordinary Shares Beneficially Owned		Class B Ordinary Shares Beneficially Owned		Total Voting Power †
	Shares	%	Shares	%	%
Name of Beneficial Owner
5% or Greater Shareholders
Alex Day (1)	512,941	1.5	2,051,766	10	8.8
Goran Stevanovic (2)	—	—	1,662,500	8.1	7.0
BAMCO Inc./Ronald Baron/Baron Capital Group, Inc. (3)	2,036,006	5.9	—	—	*
FMR LLC (4)	1,914,830	5.6	—	—	*
T. Rowe Price Associates, Inc. and related entities (5)	2,072,716	6.0	—	—	*

Executive Officers and Directors:
John Cotterell (6)	172,797	*	9,500,000	46.4	39.8
Mark Thurston ₍₇₎	29,917	*	4,250	*	*
Rohit Bhoothalingam ₍₈₎	—	—	—	—	—
Rob Machin (9)	56,534	*	336,801	1.6	1.4
Julian Bull (10)	105,697	*	691,805	3.4	2.9
Andrew Allan (11)	101,875	*	362,700	1.8	1.6
Sulina Connal (12)	—	—	—	—	—
Ben Druskin (13)	25,500	*	11,375	*	*
Michael Kinton (14)	4,407	*	1,777,793	8.7	7.4
David Pattillo (15)	10,000	*	11,375	*	*
Trevor Smith (16)	9,243	*	61,375	*	*
All current executive officers and directors as a group (10 persons) (17)	515,970	1.5	12,757,474	62.4	53.6

________________


*	Represents beneficial ownership of less than 1%.

†

Represents the voting power with respect to all of our Class A ordinary shares ~~Class B ordinary shares~~ and Class CB ordinary shares, voting as a single class. Each Class A ~~ordinary share and each Class C~~ ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ~~ten~~10 votes per share. The Class A ordinary shares and Class B ordinary shares ~~and Class C ordinary share~~ will vote together on all matters (including the election of directors) submitted to a vote of shareholders. Excludes any shares issuable upon exercise of vested options within 60 days of August 15, 2020.

(1)

~~Consists of~~Excludes (1) ~~3,440,465~~4,688 Class A ordinary shares ~~held in trust on behalf of participants in~~issuable under the ~~JSOP, including (a) 241,160~~2018 Equity Incentive Plan (the “2018 Plan”) and (2) 723 Class A ordinary shares ~~held in trust on behalf~~issuable under the 2018 Sharesave Plan (the “Sharesave Plan”), none of ~~Mr. Day, (b) 394,185 Class A ordinary shares held in trust on behalf~~which are issuable within 60 days of Mr. Spittal, (c) 665,825 Class A ordinary shares held in trust on behalf of Mr. Cotterell, (d) 194,880 Class A ordinary shares held in trust on behalf of Mr. Machin, (e) 74,825 Class A ordinary shares held in trust on behalf of Mr. Bull, (f) 50,970 Class A ordinary shares held in trust on behalf of Mr. Allan, (g) 50,970 Class A ordinary shares held in trust on behalf of Mr. Kinton and (h) 50,000 Class A ordinary shares held in trust on behalf of Mr. Smith, (2) 763,515 Class A ordinary shares held in trust on behalf of participants in our 2015 Plan and (3) 500,000 Class A ordinary shares held in trust for purposes of payment of discretionary cash bonuses. See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Joint Share Ownership Plan” for a description of the JSOP and “Management—Equity Compensation Arrangements” for a description of the discretionary cash bonuses. The Employee Benefit Trust has joint ownership interest and certain voting rights with respect to these shares. The principal business address of the Employee Benefit Trust is Equiom (Guernsey) Limited, PO Box 175, Frances House, Sir William Place, St Peter Port, Guernsey, GY1 4HQ. As of September 30, 2018, the Employee Benefit Trust held 8.9% of our ordinary shares.August 15, 2020.

(2)

Excludes (1) ~~241,160 Class A ordinary shares held in trust on behalf of Mr. Day by the Employee Benefit Trust pursuant to the JSOP and (2) 12,500~~ 6,842 Class A ordinary shares issuable ~~to Mr. Day~~ under the 2018 ~~Equity Incentive~~ Plan~~. See footnote (1). See “Directors, Senior Management~~ and ~~Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a description~~(2) 723 Class A ordinary shares issuable under the Sharesave Plan, none of which are issuable within 60 days of August 15, 2020. Does not give effect to the ~~2018 Equity Incentive Plan.~~

conversion of 665,000 Class B ordinary shares that may be converted by Mr. Stevanovic into Class A Shares within 60 days of August 15, 2020.

(3)

~~Excludes 7,500~~ Based solely on a Schedule 13G/A filed on July 10, 2020. Consists of ADSs representing Class A ordinary shares ~~issuable to Mr. Stevanovic under~~held of record byBAMCO Inc., Baron Capital Group, Inc. and Ronald Baron, who have shared voting power and shared dispositive power over the ~~2018 Equity Incentive Plan. See “Directors, Senior~~shares. BAMCO Inc. (“BAMCO”) and Baron Capital Management, Inc. (“BCM”) are subsidiaries of Baron Capital Group, Inc. (“BCG”) and ~~Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan”~~Ronald Baron owns a controlling interest in BCG. The principal business address for ~~a description~~each of ~~the 2018 Equity Incentive Plan.~~BAMCO, BCM, BCG and Ronald Baron is 767 Fifth Avenue, 49th Floor, New York, NY 10153.

(4)

Based solely on a Schedule 13G/A filed on August 10, 2020 by FMR LLC. Consists of ~~(1) 894,570~~ADSs representing Class BA ordinary shares. According to the filing, FMR LLC has (i) sole voting power with respect to 42,817 shares ~~held directly by Mr. Heron~~ and ~~(2) 2,105,430 Class C ordinary~~(ii) sole dispositive power with respect to all the shares. Abigail P. Johnson is Director, Chairman and Chief Executive Officer of FMR LLC, and a member of the Johnson family, who through their ownership of voting common shares ~~held directly by Mr. Heron.~~and the execution of a shareholders’

voting agreement with respect to FMR LLC, may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts, 02210.

(5)

Based solely on a Schedule 13G/A filed on February 14, 2020. Consists of ~~1,273,595~~ADSs representing Class CA ordinary shares. According to the filing, T. Rowe Price Associates, Inc. (“Price Associates”) has (i) sole voting power over 409,579 shares ~~held directly by Ms. Fraser.~~and sole dispositive power over (ii) 2,072,716 shares, and T. Rowe Price New Horizons Fund, Inc. (“New Horizons Fund”) has sole voting power over 1,116,614 shares. The address of Price Associates and New Horizons Fund is 100 E. Pratt Street, Baltimore, MD 21202.


(6)	Consists of ~~1,120,600 Class C ordinary shares held directly by Mr. Fraser.~~


~~(7)~~	~~Excludes 394,185 Class A ordinary shares held in trust on behalf of Mr. Spittal by the Employee Benefit Trust pursuant to the JSOP. See footnote (1).~~


~~(8)~~	Excludes 1,000 Class A ordinary shares issuable to Mr. Feltham under the 2018 Equity Incentive Plan. See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a description of the 2018 Equity Incentive Plan.


~~(9)~~	~~Consists of 750,000 Class C ordinary shares held directly by Mr Watt.~~


~~(10)~~	~~Consists of 771,5065 Class C ordinary shares held directly by Mr. Rust.~~

~~(11)~~

~~Consists of~~ (1) ~~7,891,475~~7,500,000 Class B ordinary shares held directly by Mr. Cotterell and (2) 2,000,000 Class B ordinary shares held in a trust of which Mr. Cotterell is a trustee. Excludes ~~665,825 Class A ordinary shares held in trust on behalf of Mr. Cotterell by the Employee Benefit Trust pursuant to the JSOP and (3) 90,000~~123,288 Class A ordinary shares issuable ~~to Mr. Cotterell~~ under the 2018 Equity Incentive Plan. See footnote (1). See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a descriptionPlan, none of which are issuable within 60 days of August 15, 2020. Does not give effect to the ~~2018 Equity Incentive Plan.~~conversion of 3,565,115 Class B ordinary shares that may be converted by Mr. Cotterell into Class A ordinary shares within 60 days of August 15, 2020.

~~(12)~~(7)

Excludes (1) ~~100,000~~20,000 Class A ordinary shares held in trust on behalf of Mr. Thurston by the Endava Limited Guernsey Employee Benefit Trust (the “EBT”) pursuant to the 2015 Long Term Incentive Plan ~~and~~(“the 2015 Plan”), (2) ~~45,000~~61,644 Class A ordinary shares issuable ~~to Mr. Thurston~~ under the 2018 ~~Equity Incentive Plan.~~Plan and (3) 377 Class A ordinary shares issuable under the Sharesave Plan, none of which are issuable within 60 days of August 15, 2020. See ~~“Directors, Senior Management and Employees—Compensation—Equity~~“Management-Equity Compensation ~~Arrangements—Endava~~Arrangements-Endava Limited 2015 Long Term Incentive Plan” for a description of the 2015 Plan. ~~See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a description~~Does not give effect to the conversion of 1,700 Class B ordinary shares that may be converted by Mr. Thurston into Class A ordinary shares within 60 days of August 15, 2020.


(8)	Excludes (1) 16,510 Class A ordinary shares issuable under the 2018 ~~Equity~~Plan and (2) 564 Class A ordinary shares issuable under the Sharesave Plan, none of which are issuable within 60 days of August 15, 2020.


(9)	Excludes (1) 49,315 Class A ordinary shares issuable under the 2018 Plan and (2) 723 Class A ordinary shares issuable under the Sharesave Plan, none of which are issuable within 60 days of August 15, 2020.


(10)	Excludes 49,315 Class A ordinary shares issuable under the 2018 Plan, none of which are issuable within 60 days of August 15, 2020.

(11)

Excludes (1) 3,125 Class A ordinary shares issuable under the Non-Executive Director Long Term Incentive ~~Plan.~~Plan (the “Non-Executive Director Plan”) and (2) 11,063 Class A ordinary shares issuable under the 2018 Plan, none of which are issuable within 60 days of August 15, 2020. Includes (1) 625 Class A ordinary shares issuable upon exercise of vested options within 60 days of August 15, 2020 and (2) 101,250 Class A ordinary shares held by Mr. Allan's spouse. Does not give effect to the conversion of 115,080 Class B ordinary shares that may be converted by Mr. Allan into Class A ordinary shares within 60 days of August 15, 2020.


(12)	Excludes 3,563 Class A ordinary shares issuable under the 2018 Plan, none of which are issuable within 60 days of August 15, 2020.

(13)

Excludes (1) 194,880 Class A ordinary shares held in trust on behalf of Mr. Machin by the Employee Benefit Trust pursuant to the JSOP and (2) 36,000 Class A ordinary shares issuable to Mr. Machin under the 2018 Equity Incentive Plan. See footnote (1). See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a description of the 2018 Equity Incentive Plan.

~~(14)~~

Excludes (1) 74,825 Class A ordinary shares held in trust on behalf of Mr. Bull by the Employee Benefit Trust pursuant to the JSOP and (2) 36,000 Class A ordinary shares issuable to Mr Bull under the 2018 Equity Incentive Plan. See footnote (1). See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a description of the 2018 Equity Incentive Plan.

~~(15)~~

Excludes (1) 3,750 Class A ordinary shares issuable under the Non-Executive Director Plan, (2) 50,970 Class A ordinary shares held in trust on behalf of Mr. Allan by the Employee Benefit Trust pursuant to the JSOP and (3) 7,500 Class A ordinary shares issuable to Mr. Allan under the 2018 Non-Employee Sub-Plan. See footnote (1). See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Non-Executive Director Plan” for a description of the Non-Executive Director Plan. See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a description of the 2018 Non-Employee Sub-Plan.

~~(16)~~

~~Excludes (1) 3,750~~3,125 Class A ordinary shares issuable under the Non-Executive Director Plan and (2) 7,500 Class A ordinary shares issuable to Mr. Druskin under the 2018 Non-Employee Sub-Plan. See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Non-Executive Director Plan” for a description of the Non-Executive Director Plan. See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a description of the 2018 Non-Employee Sub-Plan.

~~(17)~~

~~Excludes (1) 3,750~~3,563 Class A ordinary shares issuable under the ~~Non-Executive Director~~2018 Plan ~~(2) 50,970~~none of which are issuable within 60 days of August 15, 2020. Does not give effect to the conversion of 4,550 Class B ordinary shares that may be converted by Mr. Druskin into Class A ordinary shares ~~held in trust on behalf~~within 60 days of Mr. Kinton by the Employee Benefit Trust pursuant to the JSOP and (3) 7,500 Class A ordinary shares issuable to Mr. Kinton under the 2018 Non-Employee Sub-Plan. See footnote (1). See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Non-Executive Director Plan” for a description of the Non-Executive Director Plan. See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a description of the 2018 Non-Employee Sub-Plan.August 15, 2020.

~~(18)~~(14)

Excludes 3,563 Class A ordinary shares issuable under the 2018 Plan, none of which are issuable within 60 days of August 15, 2020. Includes (1) 657 ADSs, (2) 2,500 Class A ordinary shares and (3) 1,250 Class A ordinary shares issuable upon exercise of vested options within 60 days of August 15, 2020. Does not give effect to the conversion of 295,559 Class B ordinary shares that may be converted by Mr. Kinton into Class A ordinary shares within 60 days of August 15, 2020.

(15)

Excludes (1) ~~3,750~~3,125 Class A ordinary shares issuable under the Non-Executive Director Plan and (2) 7,500 Class A ordinary shares issuable to Mr. Pattillo under the 2018 Non-Employee Sub-Plan. See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Non-Executive Director Plan” for a description of the Non-Executive Director Plan. See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a description of the 2018 Non-Employee Sub-Plan.

~~(19)~~

~~Excludes (1) 3,750~~3,563 Class A ordinary shares issuable under the ~~Non-Executive Director~~2018 Plan, ~~(2) 50,000~~none of which are issuable within 60 days of August 15, 2020. Does not give effect to the conversion of 4,550 Class B ordinary shares that may be converted by Mr. Pattillo into Class A ~~ordinary shares held in trust on behalf~~Shares within 60 days of Mr. Smith by the Employee Benefit Trust pursuant to the JSOP and (3) 7,500 Class A ordinary shares issuable to Mr. Smith under the 2018 Non-Employee Sub-Plan. See footnote (1). See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Non-Executive Director Plan” for a description of the Non-Executive Director Plan. See “Directors, Senior Management and Employees—Compensation—Equity Compensation Arrangements—Endava plc 2018 Equity Incentive Plan” for a description of the 2018 Non-Employee Sub-Plan.August 15, 2020.

~~(20)~~(16)

Excludes ~~(1) 1,087,470~~3,563 Class A ordinary shares ~~held in trust by Equiom pursuant~~issuable under the 2018 Plan, none of which are issuable within 60 days of August 15, 2020. Includes (1) 2,655 ADSs, (2) 5,338 Class A ordinary shares and (3) 1,250 Class A ordinary shares issuable upon exercise of vested options within 60 days of August 15, 2020. Does not give effect to the ~~JSOP, (2) 100,000~~conversion of 24,550 Class B ordinary shares that may be converted by Mr. Smith into Class A ordinary shares within 60 days of August 15, 2020.

(17)

Excludes (1) 20,000 Class A ordinary shares held in trust by the Employee Benefit Trust pursuant to the 2015 Plan, ~~(3) 18,750~~(2) 9,375 Class A ordinary shares issuable under the Non-Executive Director Plan, ~~(4) 207,000~~(3) 328,950 Class A ordinary shares issuable under the 2018 ~~Equity Incentive~~ Plan, and ~~37,500~~(4) 1,664 Class A Shares issuable under the Sharesave Plan, none of which are issuable within 60 days of August 15, 2020. Does not give effect to the conversion of 4,011,104 Class B ordinary shares that may be converted by the holders thereof into Class A ordinary shares ~~issuable under the 2018 Non-Employee Sub-Plan.~~within 60 days of August 15, 2020.

The significant changes in the percentage ownership held by our principal shareholders since July 1, 2016 are as a result of the transactions described in the final prospectus related to our IPO dated July 26, 2018, filed with the SEC on July 27, 2018 pursuant to Rule 424(b), under the heading “Certain Relationships and Related Party Transactions,” the dilution resulting from, and the end of the lock-up period relating to, our initial public offering and the public offering of our shares by us and certain selling shareholders in April 2019 and conversions of Class B ordinary shares to Class A ordinary shares.

Our Class B ordinary shares have 10 votes per share, and our Class A ordinary shares, which are the shares underlying the ADSs, each have one vote per share.

We are not aware of any arrangement whereby we are directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly, not are we aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

Record Holders.

As of ~~September 30, 2018, approximately 15.9%~~August 15, 2020, 54,953,550 of our ordinary shares were issued and outstanding. To our knowledge, approximately 1% of our total outstanding Class A ordinary shares were held by ~~nine~~eight record holders in the United States. As of August 15, 2020, to our knowledge, approximately 2% of our outstanding Class B ordinary shares are held by four record holders in the United States. Additionally, approximately 73% of our total outstanding Class A ordinary shares are held by a nominee of the depositary for the ordinary shares underlying our ADSs. The ~~actual~~ number of ~~holders~~beneficial owners of the ADSs in the United States is ~~greater~~likely to be much larger than ~~these numbers~~the number of record holders ~~and includes beneficial owners whose~~of our ordinary shares ~~or ADSs are held~~ in ~~street name by brokers and other nominees. This number of holders of record also does not include holders whose shares may be held in trust by other entities.~~the United States.

B. Related Party Transactions.

Certain Relationships and Related Party Transactions

The following is a summary of transactions since July 1, ~~2017~~2019 to which we have been a participant, ~~in which the amount involved exceeded or will exceed $120,000,~~ and in which any of our then directors, executive officers or holders of more than 5% of any class of our voting securities at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect material interest.

Transactions with the Endava Limited Guernsey Employee Benefit Trust

On June 28, 2011, we established the ~~Employee Benefit Trust~~EBT to operate in conjunction with our JSOP and other incentive arrangements. The beneficiaries of the ~~Employee Benefit Trust~~EBT are our employees, including former employees, and directors. The Trustee is an independent trustee. See “Directors, Senior Management and ~~Employees—Compensation—Joint~~Employees-Compensation-Joint Share Ownership Plan.”

As of June 30, ~~2018,~~2020, the ~~Employee Benefit Trust~~EBT held ~~4,703,980~~1.5 % of our Class A ordinary shares. The ~~Employee Benefit Trust~~EBT acquires Class A ordinary shares to be held by the Trustee and the applicable beneficiary of the ~~Employee Benefit Trust~~EBT together as tenants in common pursuant to a trust deed. In connection with each acquisition, the applicable beneficiary pays a per share price to the Trustee in cash.

Since July 1, ~~2017~~2019 there were no transactions between our executive officers and directors and holders of more than 5% of any class of our share capital and the ~~Employee Benefit Trust.~~EBT.

In addition, from time to time we loan funds to the EBT in connection with administration of the JSOP. These transactions are consolidated in our financial statements.

Share Option Grants and Equity Incentive Awards to Directors and Executive Officers

We have granted share options and equity incentive awards to certain of our directors and executive officers. For more information regarding the share options and awards granted to our directors and named executive officers see “Directors, Senior Management and ~~Employees—Compensation.~~Employees-Compensation.”

~~Transaction with ClearStar~~

Through its acquisition of Velocity Partners in December 2017, we acquired a customer relationship with ClearStar Inc., a company at which David Pattillo holds the position of Chief Financial Officer. All transactions with ClearStar were entered into on an arms-length basis and in the ordinary course of business. The total revenue generated by Endava as a result of this relationship was $0.5 million in the fiscal year ended June 30, 2018.

~~Participation in U.S. Initial Public Offering~~

~~As part of the initial public offering, certain of our existing executive directors and officers purchased 38,000 of our ADSs at the initial public offering price of $20.00 per share.~~ ~~The following table sets forth the aggregate number of shares that our directors and officers purchased:~~



~~Participant~~	~~Number of ADSs~~
~~Ben Druskin~~	~~25,500~~
~~David Pattillo~~	~~10,000~~
~~Trevor Smith~~	~~2,000~~
~~Mark Thurston~~	~~500~~

Indemnity Agreements

We have entered into deeds of indemnity with each of our directors ~~in connection with our initial public offering.~~and executive officers. See “Directors, Senior Management and ~~Employees—Compensation—Insurance~~Employees-Compensation-Insurance and Indemnification.”

Transactions with Google

Since April 2020, one of our directors, Sulina Connal, is employed by Google as Director of Product Partnerships for News, Web and Publishing for EMEA. In the ordinary course of its business, from time to time Endava enters into agreements for cloud service or other solutions provided by Google in connection with services provided by Endava to its clients. All transactions with Google were entered into on an arms-length basis. For the year ended June 30, 2020, the aggregate cost incurred by Endava to Google for such services was £0.2 million.

Transaction with PaperRound

We have entered into a customer relationship with PaperRound HND Service Ltd., a company in which Mike Kinton, a member of our board of directors, holds a controlling interest and serves as a director. All transactions with PaperRound were entered into on an arms-length basis and in the ordinary course of business. We did not generate revenue from PaperRound in the fiscal year ended June 30, 2020.

Related Person Transaction Policy

Our audit committee has the primary responsibility for reviewing and approving or disapproving related party transactions, which are transactions between us and related persons in which we or a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of any class of our ~~ordinary shares,~~outstanding securities, in each case since the beginning of the most recently completed year, and their immediate family members. Our audit committee charter ~~will provide~~provides that the audit committee shall review and approve or disapprove any related party transactions.

D. Interests of Experts and Counsel.

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information.

Consolidated Financial Statements

Our consolidated financial statements are appended as part of this annual report at the end of this annual report, starting at page F-1.

Legal Proceedings

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are ~~not presently a~~currently party to ~~any~~ legal proceedings that, if determined adversely to us, ~~would individually or taken together~~could have ~~a material~~an adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Dividend Distribution Policy

Our dividends are declared at the discretion of our board of directors. We declared an aggregate of £18.2 million in dividends during the fiscal year ended June 30, 2016. We did not pay any dividends in the fiscal years ended June 30, 2017, June 30, 2018, June 30, 2019 and June 30, ~~2018~~2020 and do not anticipate paying any dividends for the foreseeable future. We intend to retain all available funds and any future earnings for use in the operation and expansion of our business. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors in compliance with applicable legal requirements and will depend on a number of factors, including future earnings, our financial condition, operating results, contractual restrictions, capital requirements, business prospects, our strategic goals and plans to expand our

business, applicable law and other factors that our board of directors may deem relevant. In addition, our revolving credit facility ~~with HSBC Bank PLC~~ limits our ability to pay dividends, with certain exceptions. See “Risk Factors — We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our ADSs.”

B. Significant Changes

Since June 30, ~~2015,~~2020, the following significant change has occurred:

In July 2018 we sold 7,291,000 ADSs, each representing one Class A ordinary share, nominal value £0.02 per ordinary share, in our initial public offering at a public offering price of $20.00 per share, for aggregate gross proceeds of approximately $145.8 million. The net offering proceeds to us, after deducting underwriting discounts and commissions totaling approximately $9.7 million, offering expenses totaling approximately $7.5 million and onward payments to selling shareholders of $75.6 million, were approximately $53.0 million. The offering commenced on June 29, 2018 andOn August 17, 2020, Endava completed the ~~effective date~~acquisition of the ~~registration statement, File No. 333-226010, for our initial public offering~~Comtrade Digital Services business, or CDS, by acquiring the total issued share capital of ~~ADSs was July 26, 2018. Morgan Stanley & Co. LLC, Citigroup Global Markets Inc.~~Comtrade CDS, digitalne storitve, d.o.o., ~~Credit Suisse Securities (USA) LLC~~a company registered in Slovenia, or CDS Slovenia and ~~Deutsche Bank Securities Inc. acted as joint book-running managers~~Comtrade Digital Services d.o.o., a company registered in Serbia, or CDS Serbia. CDS Slovenia and CDS Serbia together own and operate (either directly or through subsidiaries) all of the ~~offering~~trade and assets that comprise CDS. CDS was formerly a division of Comtrade Group B.V., or Comtrade. CDS is headquartered in Dublin, Ireland, has delivery centers across the Adriatic, and provides strategic software engineering services and solutions to clients in Europe and in the United States.

The acquisition was made pursuant to the terms of a share purchase agreement between Endava (UK) Limited, Comtrade and Comtrade Solutions Management Holdinška Družba d.o.o., dated August 17, 2020.

The total consideration was €60 million payable in cash, which amount remains subject to post-closing adjustments based on the cash, debt and working capital of CDS as ~~representatives~~ of the ~~underwriters.~~closing date. Ten percent of the purchase price will be held back for 24 months and be available to satisfy any warranty or indemnity claims. Pursuant to the terms of a transitional services agreement, Comtrade will continue to provide certain services to Endava with respect to CDS for a period of time following completion of the acquisition.

Item 9. The Offer and Listing.

A. Offer and Listing Details.

The ADS have been listed on the New York Stock Exchange under the symbol “DAVA” since July 27, 2018. Prior to that date, there was no public trading market for ADSs or our ordinary shares. Our initial public offering was priced at $20.00 per ADS on July 26, 2018. The following table sets forth for the periods indicated the high and low sales prices per ordinary share as reported on the New York Stock Exchange:

Per ADS
High Low
Month Ended:
October 2018 (through October 9, 2018) $ 30.74
$ 26.16
September 2018 $ 29.80
$ 25.45
August 2018 $ 30.43
$ 25.50
July 2018 (beginning July 28, 2018) $ 25.20
$ 23.25

~~On October 9, 2018, the last reported sale price of the ADSs on the New York Stock Exchange was $26.16 per share.~~

B. Plan of Distribution.

Not applicable

C. Markets.

The ADS have been ~~listed~~trading on the New York Stock Exchange under the symbol “DAVA” since July 27, 2018.

D. Selling Shareholders.

Not applicable

E. Dilution.

Not applicable

F. Expenses of the issue.

Not applicable.

Item 10. Additional Information.

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

The information required by this section, including a summary of certain key provisions of our articles of association, is set forth in ~~our prospectus dated July 26, 2018, filed with the SEC pursuant to Rule 424(b), under the headings “Description~~Exhibit 2.3(a) (Description of Share ~~Capital~~Capital) filed as an exhibit to this Annual Report on Form 20-F and ~~Articles of Association—Key Provisions in our Articles of Association” and “Differences in Corporate Law”~~ is incorporated herein by reference.

C. Material Contracts

On August 17, 2020, we entered into a share purpose agreementbetween Endava (UK) Limited, Comtrade and Comtrade Management. Pursuant to this agreement Endava (UK) Limited agreed to acquire CDS by purchasing the entire share capital of CDS Slovenia and CDS Serbia. For more information on this material contract and our acquisition of CDS see “Item 8.B. Significant Changes” of this Annual Report on 20-F.

We entered into an underwriting agreement among Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as representatives of the underwriters on ~~July 26, 2018,~~April 15, 2019, with respect to the ADSs sold by existing shareholders in ~~our initial~~a public ~~offering.~~offering on April 15, 2019. We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

For additional information on our material contracts, please see “Item 4. Information on the Company,” “Item 5.B. Liquidity and Capital Resources,” “Item 6. Directors, Senior Management and Employees,” and “Item 7.B. Related Party Transactions” of this Annual Report on 20-F.

D. Exchange Controls.

There are no governmental laws, decrees, regulations or other legislation in the United Kingdom that may affect the import or export of capital, including the availability of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments by us to non-resident holders of our ordinary shares or ADSs, other than withholding tax requirements. There is no limitation imposed by English law or our articles of association on the right of non-residents to hold or vote shares.

E. Taxation

U.S. Federal Income Tax Considerations for U.S. Holders

The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of our Class A ordinary shares or ADSs by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchase our Class A ordinary shares or ADSs and hold such Class A ordinary shares or ADSs as capital assets for tax purposes. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, and the income tax treaty between the United Kingdom and the United States, or the Treaty, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. There can be no assurance the Internal Revenue Service, or IRS, or a court will not take a contrary position to that discussed below regarding the tax consequences of the ownership and disposition of our ADSs and Class A ordinary shares. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, insurance companies, dealers or traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities or governmental organizations, retirement plans, regulated investment companies, real estate investment trusts, grantor trusts, brokers, dealers or traders in securities, commodities, currencies or notional principal contracts, certain former citizens or long-term residents of the United States, persons who hold our Class A ordinary shares or ADSs as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons who are subject to the tax accounting rules of Section 451(b) of the Code, persons that own directly, indirectly or through attribution 10% or more (by vote or value) of our equity, corporations that accumulate earnings to avoid U.S. federal income tax, partnerships and other pass-through entities, and investors in such pass-through entities). This discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of our Class A ordinary shares or ADSs that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust (x) with respect to which a court within the

United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (y) that has elected under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.

If an entity treated as a partnership for U.S. federal income tax purposes holds our Class A ordinary shares or ADSs, the U.S. federal income tax consequences relating to an investment in such Class A ordinary shares or ADSs will depend upon the status and activities of such entity and the particular partner. Any such entity and a partner in any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it (and, as applicable, its partners) of the ownership and disposition of our Class A ordinary shares or ADSs.

U.S. Holders should consult their own tax advisors as to the particular tax consequences applicable to them relating to the ~~purchase,~~ ownership and disposition of our Class A ordinary shares or ADSs, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

The discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement will be complied with in accordance with their terms. Generally, a holder of an ADS should be treated for U.S. federal income tax purposes as holding the Class A ordinary shares represented by the ADS. Accordingly, no gain or loss will be recognized upon an exchange of ADSs for Class A ordinary shares. The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the holder of the ADS’s beneficial ownership of the underlying security. Accordingly, the creditability of foreign taxes, if any, as described below, could be affected by actions taken by intermediaries in the chain of ownership between the holders of ADSs and us if as a result of such actions the holders of ADSs are not properly treated as beneficial owners of the underlying Class A ordinary shares. These actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders.

Passive Foreign Investment Company Rules

In general, a corporation organized outside the United States will be treated as a passive foreign investment company, or PFIC, for any taxable year in which either (1) at least 75% of its gross income is “passive income,” or the PFIC income test, or (2) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income, or the PFIC asset test. Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale or exchange of property that give rise to passive income. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.

Although PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, based on the nature of our current and expected income and the current and expected value and composition of our assets, we believe we were not a PFIC for our ~~2018~~2019 tax year and we do not expect to be a PFIC for our current taxable year. There can be no assurance that we will not be a PFIC in future taxable years. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion and that the IRS would not successfully challenge our position. Because of the uncertainties involved in establishing our PFIC status, our U.S. counsel expresses no opinion regarding our PFIC status.

If we are a PFIC in any taxable year during which a U.S. Holder owns our Class A ordinary shares or ADSs, the U.S. Holder could be liable for additional taxes and interest charges under the “PFIC excess distribution regime” upon (1) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for our Class A ordinary shares or ADSs,

and (2) any gain recognized on a sale, exchange or other disposition, including, under certain circumstances, a pledge, of our Class A ordinary shares or ADSs, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for our Class A ordinary shares or ADSs. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in

which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax.

If we are a PFIC for any year during which a U.S. Holder holds our Class A ordinary shares or ADSs, we must generally continue to be treated as a PFIC by that holder for all succeeding years during which the U.S. Holder holds such Class A ordinary shares or ADSs, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to our Class A ordinary shares or ADSs. If the election is made, the U.S. Holder will be deemed to sell our Class A ordinary shares or ADSs it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder’s Class A ordinary shares or ADSs would not be treated as shares of a PFIC unless we subsequently become a PFIC.

If we are a PFIC for any taxable year during which a U.S. Holder holds our Class A ordinary shares or ADSs and one of our non-United States subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from the disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Any of our non-United States subsidiaries that have elected to be disregarded as entities separate from us or as partnerships for U.S. federal income tax purposes would not be corporations under U.S. federal income tax law and accordingly, cannot be classified as lower-tier PFICs. However, a non-United States subsidiary that has not made the election may be classified as a lower-tier PFIC if we are a PFIC during your holding period and the subsidiary meets the PFIC income test or PFIC asset test.

If we are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on our Class A ordinary shares or ADSs if a valid “mark-to-market” election is made by the U.S. Holder for our Class A ordinary shares or ADSs. An electing U.S. Holder generally would take into account as ordinary income each year, the excess of the fair market value of our Class A ordinary shares or ADSs held at the end of such taxable year over the adjusted tax basis of such Class A ordinary shares or ADSs. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted tax basis of such Class A ordinary shares or ADSs over their fair market value at the end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder’s tax basis in our Class A ordinary shares or ADSs would be adjusted annually to reflect any income or loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of our Class A ordinary shares or ADSs in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter as capital loss. If, after having been a PFIC for a taxable year, we cease to be classified as a PFIC because we no longer meet the PFIC income or PFIC asset test, the U.S. Holder would not be required to take into account any latent gain or loss in the manner described above and any gain or loss recognized on the sale or exchange of the Class A ordinary shares or ADSs would be classified as a capital gain or loss.

A mark-to-market election is available to a U.S. Holder only for “marketable stock.” Generally, stock will be considered marketable stock if it is “regularly traded” on a “qualified exchange” within the meaning of applicable U.S. Treasury regulations. A class of stock is regularly traded during any calendar year during which such class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.

Our ADSs will be marketable stock as long as they remain listed on the New York Stock Exchange and are regularly traded. A mark-to-market election will not apply to the Class A ordinary shares or ADSs for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year in which we become a

PFIC. Such election will not apply to any of our non-U.S. subsidiaries. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs notwithstanding the U.S. Holder’s mark-to-market election for our Class A ordinary shares or ADSs.

The tax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder were able to make a valid qualified electing fund, or “QEF,” election. As we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make a QEF election, a U.S. holder should assume that a QEF election will not be available.

The U.S. federal income tax rules relating to PFICs are very complex. U.S. Holders are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the ownership and disposition of our Class A ordinary shares or ADSs, the consequences to them of an investment in a PFIC, any elections available with respect to the Class A ordinary shares or ADSs and the IRS information reporting obligations with respect to the purchase, ownership and disposition of Class A ordinary shares or ADSs of a PFIC.

Distributions

Subject to the discussion above under “— Passive Foreign Investment Company Rules,” a U.S. Holder that receives a distribution with respect to our Class A ordinary shares or ADSs generally will be required to include the gross amount of such distribution in gross income as a dividend when actually or constructively received by the U.S. Holder (or in the case of ADSs, the depositary) to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s Class A ordinary shares or ADSs. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s Class A ordinary shares or ADSs, the remainder will be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions to be reported to them as dividends. The amount of a dividend will include any amounts withheld by the Company in respect of United Kingdom taxes.

Distributions on our Class A ordinary shares or ADSs that are treated as dividends generally will constitute income from sources outside the United States for foreign tax credit purposes and generally will constitute passive category ~~income.~~income for foreign tax credit purposes. Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s particular circumstances, and subject to the discussion above regarding concerns expressed by the U.S. Treasury, any United Kingdom income taxes withheld from dividends on Class A ordinary shares or ADSs at a rate not exceeding the rate provided by the Treaty will be creditable against the U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability of foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct foreign taxes, including any United Kingdom income tax, in computing their taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.

Distributions paid on our Class A ordinary shares or ADSs will not be eligible for the “dividends received’’ deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations under the Code. Subject to the discussion above regarding concerns expressed by the U.S. Treasury, dividends paid by a “qualified foreign corporation’’ to non-corporate U.S. Holders are eligible for taxation at a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that a holding period requirement (more than 60 days of ownership, without protection from the risk of loss, during the 121-day period beginning 60 days before the ex-dividend date) and certain other requirements are met. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends to its particular circumstances. However, if we are a PFIC for the taxable year in which the dividend is paid or the preceding taxable year (see discussion above under “— Passive Foreign Investment Company Rules’’), we will not be treated as a qualified foreign corporation, and therefore the reduced capital gains tax rate described above will not apply.

A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation

with respect to any dividend it pays on Class A ordinary shares or ADSs that are readily tradable on an established securities market in the United States.

The amount of any dividend income that is paid in British Pounds will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt (actual or constructive), a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt (actual or constructive).

Sale, Exchange or Other Taxable Disposition of Our Class A Ordinary Shares or ADSs

Subject to the discussion above under “— Passive Foreign Investment Company Rules,’’ a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of our Class A ordinary shares or ADSs in an amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in the Class A ordinary shares or ADSs. Such capital gain or loss generally will be long-term capital gain taxable at a reduced rate for non-corporate U.S. Holders or long-term capital loss if, on the date of sale, exchange or other disposition, the Class A ordinary shares or ADSs were held by the U.S. Holder for more than one year. Any capital gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations. Any gain or loss recognized from the sale or other disposition of our Class A ordinary shares or ADSs will generally be gain or loss from sources within the United States for U.S. foreign tax credit purposes.

Medicare Tax

Certain U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax on all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition of our Class A ordinary shares or ADSs. If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of this ~~Medicare~~ tax to your income and gains in respect of your investment in our Class A ordinary shares or ADSs.

Information Reporting and Backup Withholding

U.S. Holders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in our Class A ordinary shares or ADSs, including, among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). In addition, each U.S. Holder who is a shareholder of a PFIC must file an annual report containing certain information. U.S. Holders that paid more than $100,000 for our Class A ordinary shares or ADSs may be required to file IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) reporting the payment. Substantial penalties may be imposed upon a U.S. Holder that fails to comply with the required information reporting.

Dividends on and proceeds from the sale or other disposition of our Class A ordinary shares or ADSs generally have to be reported to the IRS unless the U.S. Holder establishes a basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (1) fails to provide an accurate U.S. taxpayer identification number or otherwise establish a basis for exemption, or (2) is described in certain other categories of persons. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely basis to the IRS.

U.S. Holders should consult their own tax advisors regarding the backup withholding tax and information reporting rules.

EACH U.S. HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR CLASS A ORDINARY SHARES OR ADSs IN LIGHT OF THE INVESTOR’S OWN ~~CIRCUMSTANCES. IN ADDITION, SIGNIFICANT CHANGES IN~~CIRCUMSTANCES, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, ~~INCOME~~STATE AND LOCAL TAX LAWS ~~WERE RECENTLY ENACTED. U.S. HOLDERS SHOULD ALSO CONSULT WITH THEIR~~AND NON-U.S. TAX ~~ADVISORS WITH RESPECT TO SUCH CHANGES IN U.S. TAX LAW AS WELL AS POTENTIAL CONFORMING CHANGES IN STATE TAX~~ LAWS.

U.K. Taxation

The following is intended as a general guide to current U.K. tax law and HM Revenue & Customs, or HMRC, ~~published~~ practice applying as at the date of this Annual Report on Form 20-F (both of which are subject to change at any time, possibly with retrospective effect) relating to the holding of ADSs. It does not constitute legal or tax advice and does not purport to be a complete analysis of all U.K. tax considerations relating to the holding of ADSs, or all of the circumstances in which holders of ADSs may benefit from an exemption or relief from U.K. taxation. It is written on the basis that the company does not (and will not) directly or indirectly derive 75% or more of its qualifying asset value from U.K. land, and that the company is and remains solely resident in the ~~U.K.~~United Kingdom for tax purposes and will therefore be subject to the U.K. tax regime and not the U.S. tax regime save as set out above under “U.S. Federal Income ~~Taxation.~~Tax Considerations for U.S. Holders.”

Except to the extent that the position of non-U.K. resident persons is expressly referred to, this guide relates only to ~~“U.K. Holders”, being~~ persons who are resident (and, in the case of individuals, domiciled or deemed domiciled) for tax purposes solely in the ~~U.K.~~United Kingdom and do not have a permanent establishment, branch, agency (or equivalent) or fixed base in any other jurisdiction with which the holding of the ADSs is connected, or U.K. Holders, who are absolute beneficial owners of the ADSs (where the ADSs are not held through an Individual Savings Account or a Self-Invested Personal Pension) and who hold the ADSs as investments.

This guide may not relate to certain classes of U.K. Holders, such as (but not limited to):

persons who are connected with the company;

financial institutions;

insurance companies;

charities or tax-exempt organizations;

collective investment schemes;

pension schemes;

market makers, intermediaries, brokers or dealers in securities;

persons who have (or are deemed to have) acquired their ADSs by virtue of an office or employment or who are or have been officers or employees of the company or any of its affiliates; and

individuals who are subject to U.K. taxation on a remittance basis.

The decision of the First-tier Tribunal (Tax Chamber) in HSBC Holdings PLC and The Bank of New York Mellon Corporation v HMRC (2012) ~~has~~ cast some doubt on whether a holder of a depositary receipt is the beneficial owner of the underlying shares. However, based on published HMRC guidance we would expect that HMRC will regard a holder of ADSs as holding the beneficial interest in the underlying shares and therefore these paragraphs assume that a holder of ADSs is the beneficial owner of the underlying Class A ordinary shares and any dividends paid in respect of the underlying Class A ordinary shares (where the dividends are regarded for U.K. purposes as that person’s own income) for U.K. direct tax purposes.

THESE PARAGRAPHS ARE A SUMMARY OF CERTAIN U.K. TAX CONSIDERATIONS AND ARE INTENDED AS A GENERAL GUIDE ONLY. IT IS RECOMMENDED THAT ALL HOLDERS OF ADSs OBTAIN ADVICE AS TO THE CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF THE ADSs IN THEIR OWN SPECIFIC CIRCUMSTANCES FROM THEIR OWN TAX ADVISORS. IN

PARTICULAR, NON-U.K. RESIDENT OR DOMICILED PERSONS ARE ADVISED TO CONSIDER THE POTENTIAL IMPACT OF ANY RELEVANT DOUBLE TAXATION AGREEMENTS.

Dividends

Withholding Tax

Dividends paid by the company will not be subject to any withholding or deduction for or on account of U.K. tax.

Income Tax

An individual U.K. Holder may, depending on his or her particular circumstances, be subject to U.K. tax on dividends received from the company. An individual holder of ADSs who is not resident for tax purposes in the United Kingdom should not be chargeable to U.K. income tax on dividends received from the company unless he or she carries on (whether solely or in partnership) a trade, profession or vocation in the ~~U.K.~~United Kingdom through a branch or agency to which the ADSs are attributable. There are certain exceptions for trading in the ~~U.K.~~United Kingdom through independent agents, such as some brokers and investment managers.

All dividends received by an individual U.K. Holder from us or from other sources will form part of that U.K. Holder’s total income for income tax purposes and will constitute the top slice of that income. A nil rate of income tax will apply to the first £2,000 of taxable dividend income received by the individual U.K. Holder in a tax year. Income within the nil rate band will be taken into account in determining whether income in excess of the £2,000 tax-free allowances falls within the basic rate, higher rate or additional rate tax bands.

Dividend income in excess of the tax-free allowance will (subject to the availability of any income tax personal allowance) be taxed at 7.5 per cent to the extent that the excess amount falls within the basic rate tax band, 32.5 per cent to the extent that the excess amount falls within the higher rate tax band and 38.1 per cent to the extent that the excess amount falls within the additional rate tax band.

Corporation Tax

A corporate holder of ADSs who is not resident for tax purposes in the United Kingdom should not be chargeable to U.K. corporation tax on dividends received from the company unless it carries on (whether solely or in partnership) a trade in the United Kingdom through a permanent establishment to which the ADSs are attributable.

Corporate U.K. Holders should not be subject to U.K. corporation tax on any dividend received from the company so long as the dividends qualify for exemption, which should be the case, although certain conditions must be met. If the conditions for the exemption are not satisfied, or such U.K. Holder elects for an otherwise exempt dividend to be taxable, U.K. corporation tax will be chargeable on the amount of any dividends (at the current rate of 19%).

Chargeable Gains

A disposal or deemed disposal of ADSs by a U.K. Holder may, depending on the U.K. Holder’s circumstances and subject to any available exemptions or reliefs (such as the annual exemption), give rise to a chargeable gain or an allowable loss for the purposes of U.K. capital gains tax and corporation tax on chargeable gains.

If an individual U.K. Holder who is subject to U.K. income tax at either the higher or the additional rate is liable to U.K. capital gains tax on the disposal of ADSs, the current applicable rate will be 20%. For an individual U.K. Holder who is subject to U.K. income tax at the basic rate and liable to U.K. capital gains tax on such disposal, the current applicable rate would be 10%, save to the extent that any capital gains when aggregated with the U.K. Holder’s other taxable income and gains in the relevant tax year exceed the unused basic rate tax band. In that case, the rate currently applicable to the excess would be 20%.

If a corporate U.K. Holder becomes liable to U.K. corporation tax on the disposal (or deemed disposal) of ADSs, the main rate of U.K. corporation tax (currently 19%) would apply. Indexation allowance is not available in respect of disposals of ADSs acquired on or after January 1, 2018 (and only covers the movement in the retail prices index up until 31 December 2017, in respect of assets acquired prior to that date).

A holder of ADSs which is not resident for tax purposes in the United Kingdom should not normally be liable to U.K. capital gains tax or corporation tax on chargeable gains on a disposal (or deemed disposal) of ADSs unless the person is carrying on (whether solely or in partnership) a trade, profession or vocation in the United Kingdom through a branch or agency (or, in the case of a corporate holder of ADSs, through a permanent establishment to which the

ADSs are attributable. However, an individual holder of ADSs who has ceased to be resident for tax purposes in the United Kingdom for a period of less than five years and who disposes of ADSs during that period may be liable on his or her return to the United Kingdom to U.K. tax on any capital gain realized (subject to any available exemption or relief).

Stamp Duty and Stamp Duty Reserve Tax

The discussion below relates to the holders of our Class A ordinary shares or ADSs wherever resident, however it should be noted that special rules may apply to certain persons such as market makers, brokers, dealers or intermediaries.

Issues of Shares

No U.K. stamp duty or stamp duty reserve tax, or SDRT, is payable on the issue of the underlying Class A ordinary shares in the company.

~~Issues or Transfers of ADSs~~

~~No U.K. stamp duty or SDRT is payable on the issue or transfer of (including an agreement to transfer) ADSs in the Company.~~

Transfers of Shares

An unconditional agreement to transfer Class A ordinary shares in certificated form will normally give rise to a charge to SDRT at the rate of 0.5% of the amount or value of the consideration payable for the transfer. The purchaser of the shares is liable for the SDRT. Transfers of Class A ordinary shares in certificated form are generally also subject to stamp duty at the rate of 0.5% of the amount or value of the consideration given for the transfer (rounded up to the next £5.00). Stamp duty is normally paid by the purchaser. The charge to SDRT will be canceled or, if already paid, repaid (generally with interest), where a transfer instrument has been duly stamped within six years of the charge arising (either by paying the stamp duty or by claiming an appropriate relief) or if the instrument is otherwise exempt from stamp duty.

An unconditional agreement to transfer Class A ordinary shares to, or to a nominee or agent for, a person whose business is or includes the issue of depositary receipts or the provision of clearance services will generally be subject to SDRT (or, where the transfer is effected by a written instrument, stamp duty) at a higher rate of 1.5% of the amount or value of the consideration given for the transfer unless the clearance service has made and maintained an election under section 97A of the U.K. Finance Act 1986, or a section 97A election. It is understood that HMRC regards the facilities of DTC as a clearance service for these purposes and we are not aware of any section 97A election having been made by DTC.

Based on current published HMRC practice ~~following~~and recent case law, ~~in respect of the European Council Directives 69/335/EEC and 2008/7/EC, or the Capital Duties Directives,~~ no ~~stamp duty or~~ SDRT is generally payable where the transfer of Class A ordinary shares to a clearance service or depositary receipt system is an integral part of an issue of share capital (although the relevant judgment refers to transfers which are integral to the raising of capital). In addition, a recent Court of Justice of the European Union judgment (Air Berlin plc v HMRC (2017)) held on the relevant facts that the Capital Duties Directives preclude the taxation of a transfer of legal title to shares for the sole purpose of listing those shares on a stock exchange which does not impact the beneficial ownership of the shares, but, as yet, the U.K. domestic law and HMRC’s published practice remain unchanged and, accordingly, we anticipate that amounts on account of SDRT will continue to be collected by the depositary receipt issuer or clearance service. Holders of Class A ordinary shares should consult their own independent professional advisers before incurring or reimbursing the costs of such a 1.5% SDRT charge.capital.

Any stamp duty or SDRT payable on a transfer of Class A ordinary shares to a depositary receipt system or clearance service will in practice generally be paid by the participants in the clearance service or depositary receipt system. Any

stamp duty or SDRT payable on the transfer to a clearance service or depositary receipt system of Class A ordinary shares that will be represented by ADSs to be sold by the selling shareholders will ultimately be borne by the selling shareholders.

Issue or Transfers of ADSs

No U.K. stamp duty or SDRT should be required to be paid on the issue of an ADS. No stamp duty or SDRT will be payable on the transfer of (including an agreement to transfer) ADSs through the facilities of DTC.

F. Dividends and paying agents.

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on display.

We are subject to the information reporting requirements of the Exchange Act applicable to foreign private ~~issuers and under those requirements will~~issuers. Accordingly, we are required to file reports and other information with the ~~SEC.~~Securities and Exchange Commission, or SEC, including annual reports on Form 20-F and reports on Form 6-K. Those reports may be inspected without charge at the locations described below. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. Nevertheless, we will file with the U.S. Securities and Exchange Commission an Annual Report on Form 20-F containing financial statements that have been examined and reported on, with and opinion expressed by an independent registered public accounting firm, and we intend to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K.

We also maintain a ~~corporate~~ website at http://www.endava.com. We intend to post our Annual Report on Form 20-F on our website promptly following it being filed with the SEC. Information contained ~~on,~~in, or ~~that can be accessed~~accessible through, our website ~~does~~is not ~~constitute~~ a part of this Annual Report on Form ~~20-F. We have included~~20-F, and the inclusion of our website address in this Annual Report on Form 20-F is solely as an inactive textual reference.

You may also review a copy of this Annual Report on Form 20-F, including exhibits and any schedule filed herewith, and obtain copies of such materials at prescribed rates, at the Securities and Exchange Commission’s Public Reference Room in Room 1580, 100 F Street, NE, Washington, D.C. 20549-0102. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The ~~Securities and Exchange Commission~~SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants, such as Endava, that file electronically with the Securities and Exchange Commission.

With respect to references made in this Annual Report on Form 20-F to any contract or other document of Endava, such references are not necessarily complete and you should refer to the exhibits attached or incorporated by reference to this Annual Report on Form 20-F for copies of the actual contract or document.

I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk.

Qualitative and Quantitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign exchange rates as well as, to a lesser extent, interest rates and inflation.

Foreign Currency Exchange Rate Risk

We conduct business in multiple countries and currencies, which exposes us to risks associated with fluctuations in currency exchange rates. Our reporting currency is the British Pound, but we transact business in other currencies as well, principally the Euro, U.S. Dollar and the RON. Any necessary foreign currency transactions, principally ~~retranslation~~re-translation of monetary items such as short-term inter-company balances and borrowings, are effected using the exchange rates prevailing on the dates of the ~~transactions.~~transactions and are recognized in the statement of comprehensive income. In addition, the assets and liabilities of each of our subsidiaries are translated into British Pounds at exchange rates in effect at each balance sheet date and operations accounts are translated using the average exchange rate for the relevant period. Foreign currency translation adjustments are accounted for as a component of comprehensive income and reflected in the foreign exchange translation reserve and in comprehensive income on the statement of changes in equity.

In the fiscal year ended June 30, ~~2018, 40.3%~~2020, 42.9% of our sales were denominated in the British Pound, ~~21.2%~~29.4% of our sales were denominated in U.S. dollars, ~~36.0%~~26.1% were denominated in Euros and the balance ~~were~~was in other currencies. Conversely, during the same time period, ~~70.3%~~60.6% of our expenses were denominated in Euros (or in currencies that largely follow the Euro, including the RON) orand 13.6% in U.S. ~~Dollars.~~dollars. As a result, strengthening of the Euro orrelative

to the British Pound and weakening of the U.S. dollar relative to the British Pound ~~presents~~present the most significant ~~risk~~risks to us. Any significant fluctuations in currency exchange rates may have a material impact on our business.

Prior to June 30, 2016, we entered into forward contracts to fix the exchange rate for ~~intercompany~~inter-company transactions between the British Pound and the RON, with changes in the fair value of these forward contracts being recognized in profit or loss.

We have not engaged in the hedging of foreign currency transactions since the start of fiscal year 2017, although we may choose to do so in the future.

See note 31 to our consolidated financial statements appearing elsewhere in this Annual Report on Form 20-F for an evaluation of the sensitivity of profit and equity to changes in the British Pound to RON exchange rate.

Interest Rate Risk

We had cash and cash equivalents of ~~£15.0~~£101.3 million as of June 30, ~~2018,~~2020, which consisted of readily available bank deposits in various currencies, principally Euro, U.S. Dollar, British Pound and RON. These investments earn interest at variable rates and, as a result, decreases in market interest rates would generally result in decreased interest income.

We also have a revolving credit facility that bears interest based on LIBOR and EURIBOR plus a variable margin. Changes in the applicable rate result in fluctuations in the required cash flows to service this debt. For example, a 1% (one hundred basis points) increase in the applicable market interest rate would result in an additional ~~£1.4~~£2.0 million in interest expense if the maximum borrowable amount under the revolving credit facility were outstanding for the entire fiscal year.

We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

Inflation Risk

A large proportion of our services are delivered from locations in Central Europe and Latin America. Consequently, we are exposed to the risks associated with economies that are undergoing rapid growth with evolving controls and regulations, which can drive inflationary pressure. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of sales if the selling prices of our services do not increase in line with increases in costs.

Concentration of Credit and Other Risk

During the fiscal years ended June 30, ~~2016, 2017~~2020, 2019 and 2018, our 10 largest clients based on revenue accounted for ~~53.7%~~38.1%, ~~49.1%~~37.7%, and 41.5% of our total revenue, respectively. Worldpay was our largest client for each of the last

three fiscal years, contributing ~~15.6%, 13.0%~~less than 10% in both 2020 and 2019, and 10.8% ~~of our total revenue~~ in ~~fiscal 2016, 2017 and 2018, respectively.~~ 2018.

Credit losses and write-offs of trade receivable balances have historically not been material to our consolidated financial statements.

See note 31 to our consolidated financial statements appearing elsewhere in this Annual Report on Form 20-F for more details on financial instruments risk.

Item 12. Description of Securities Other than Equity Securities.

A. Debt Securities.

Not applicable.

B. Warrants and Rights.

Not applicable.

C. Other Securities.

Not applicable.

D. American Depositary Shares.

Certain of the information required by this section is set forth in Exhibit 2.3(b) (Description of American Depositary Shares) filed as an exhibit to this Annual Report on Form 20-F and is incorporated herein by reference.

Citibank, N.A., as depositary, registers and delivers American Depositary Shares, also referred to as ADSs. Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, one Class A ordinary share that is on deposit with the Citibank, N.A., London Branch, located at 25 Canada Square, Canary Wharf, London E14 5LB, United Kingdom, the custodian for the depositary.

Each ADS ~~will~~ also ~~represent~~represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. The depositary’s corporate trust office at which the ADSs ~~will be~~are administered is located at 388 Greenwich Street, New York, New York 10013.

A deposit agreement among us, the depositary and the ADS holders sets out the ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADRs. A copy of the Agreement is incorporated by reference as an exhibit to this Annual Report on Form 20-F.

Fees and Expenses

Pursuant to the terms of the deposit agreement, the holders of ADSs will be required to pay the following fees:



Service		Fees
Issuance of ADSs (e.g., an issuance of ADS upon a deposit of Class A ordinary shares or upon a change in the ADS(s)-to-Class A ordinary shares ratio), excluding ADS issuances as a result of distributions of Class A ordinary shares		Up to $0.05 per ADS issued
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property or upon a change in the ADS(s)-to-Class A ordinary shares ratio, or for any other reason)		Up to $0.05 per ADS cancelled
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)		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 (e.g., upon a spin-off)		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 will also be responsible to pay certain charges such as:

taxes (including applicable interest and penalties) and other governmental charges;

the registration fees as may from time to time be in effect for the registration of Class A ordinary shares on the share register and applicable to transfers of Class A ordinary shares to or from the name of the custodian, the depositary, or any nominees upon the making of deposits and withdrawals, respectively;

certain cable, telex, and facsimile transmission and delivery expenses;

the expenses and charges incurred by the depositary in the conversion of foreign currency;

the fees and expenses incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Class A ordinary shares, ADSs, and ADRs; ~~andthe~~and the fees and expenses incurred by the depositary, the custodian, or any nominee in connection with the servicing or delivery of deposited property.

ADS fees and charges payable upon (i) the issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by the depositary into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs.

In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder. Certain depositary fees and charges (such as the ADS services fee) may become payable shortly after the closing of the ADS offering.Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes. The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary agree from time to time.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies.

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.

Initial Public Offering

In July 2018, we sold 7~~,291,000~~7,291,000 ADSs, each representing one Class A ordinary share, nominal value £0.02 per ordinary share, in our initial public offering at a public offering price of $20.00 per share, for aggregate gross proceeds to us of approximately $145.8 million. The net offering proceeds to us, after deducting underwriting discounts and commissions totaling approximately $9.7 million, offering expenses totaling approximately $7.5 million and onward

~~100~~

payments to selling shareholders of $75.6 million, were approximately $53.0 million. The offering commenced on June 29, 2018 and did not terminate before all of the securities registered in the registration statement were sold. The effective date of the registration statement, File No. 333-226010, for our initial public offering of ADSs was July 26, 2018. Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. acted as joint book-running managers of the offering and as representatives of the underwriters.

A portion of the net proceeds from our initial public offering was used for general corporate purposes. The balance is held in cash and cash equivalents and is intended to also be used for general corporate purposes. None of the net proceeds of our initial public offering were paid directly or indirectly to any director, officer, general partner of ours or to their associates, persons owning ~~ten percent~~10% or more of any class of our equity securities, or to any of our affiliates. As of June 30, 2020, we had consumed all of the net proceeds from the IPO, primarily to pay down outstanding amounts under the Facility Agreement (approximately $26.0 million) and for working capital and general corporate purposes.

Item 15. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving the desired control objectives. Our management, including our chief executive officer and chief financial officer, ~~after evaluating~~recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in ~~Rule~~Rules 13a-15(e) ofand 15d-15(e) under the Exchange Act) as of June 30, ~~2018, have~~2020. Based on this evaluation, management concluded that ~~as of such date,~~ our disclosure controls and procedures were not effective as of June 30, 2020 due to material weaknesses in internal control over financial reporting, as described below. Notwithstanding such material weaknesses in internal control over financial reporting, our management concluded that our consolidated financial statements in this Annual Report on Form 20-F present fairly, in all material respects, the Company’s financial position, results of operations and ~~ensured that information required to be disclosed by us~~cash flows as of the dates, and for the periods presented, in ~~reports that we file or submit~~conformity with IFRS.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange ~~Act~~Act) and for the assessment of the effectiveness of our internal control over financial reporting. Our internal control over financial reporting is ~~accumulated~~designed to provide reasonable assurance regarding the reliability of financial reporting and ~~communicated~~the preparation of consolidated financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, (iii) provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and directors, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Material weakness in Internal Control over Financial Reporting

Because of the inherent limitations of control systems, internal control over financial reporting, no matter how well designed and operated, may not prevent or detect misstatements. In addition, projections of any evaluation as to the effectiveness of such controls in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of our chief executive officer and chief financial officer, ~~to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.~~

~~This annual report does not include a report of management’s assessment regarding~~assessed our internal control over financial reporting ~~or an attestation report~~based upon the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the ~~company’s~~Treadway Commission (COSO). Based on this assessment, our management concluded that the material weaknesses in our internal control over financial reporting described below existed as of June 30, 2020 and,therefore, that our internal control over financial reporting was not effective as of June 30, 2020.

In accordance with guidance issued by the Securities and Exchange Commission, management’s assessment of our internal control over financial reporting did not include the internal controls of Intuitus Limited and Exozet GmbH, which were acquired in November and December 2019, respectively. The total amount of Intuitus Limited and Exozet GmbH assets and revenues in our consolidated financial statements for the year ended June 30, 2020 constituted £10.8 million or 3% of total assets and £11.4 million or 3% of revenue, respectively.

During management’s assessment of our internal control over financial reporting, management identified the following control deficiencies:

we did not conduct an effective risk assessment process that successfully identified and assessed risks of misstatement to ensure controls were designed and implemented to respond to those risks in certain business processes;

we did not have adequate training and knowledge of the COSO 2013 Framework and its application to our internal control over financial reporting; and

we did not (i) establish effective information technology general controls (ITGCs), related to change management and user access over certain information technology (IT) systems, databases and applications that support our financial reporting processes, and (ii) have effective policies and procedures through which ITGCs are deployed across the organization. Additionally, automated process-level and manual controls dependent upon the completeness and accuracy of information derived from these IT systems were rendered ineffective because they are affected by the lack of ITGCs.

As a consequence, we also did not have effective process level control activities over:

our revenue recognition process related to the review of the performance obligations related to contract renewals of existing customers and the review of the completeness and accuracy of invoice adjustments made monthly to certain contracts. In addition, the validation and evidencing of the completeness and accuracy of relevant data used in calculating our allowance for credit losses relating to trade receivables and accrued income was insufficient.

our business combination process related to the review of customer attrition rates used to value customer relationship intangible assets, including the completeness and accuracy of data used in the measurement of customer attrition rates.

our payroll process related to the validation and evidencing of the completeness and accuracy of data used in payroll calculations.

The control deficiencies described above did not result in any identified misstatements to our consolidated financial statements as of and for the year ended June 30, 2020. These control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis, and therefore we conclude that the deficiencies represent material weaknesses in internal control over financial reporting and our internal control over financial reporting is not effective as of June 30, 2020.

Remediation

Management has implemented and continues to implement measures designed to ensure that the control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions include: (i) implementing IT tools to allow a complete list of system changes to be logged for certain IT systems impacting financial reporting; (ii) use of IT workflow tools to simplify our change management and user access controls for ease of operation; (iii) developing enhanced training packages addressing ITGCs and policies, including educating control owners concerning the principles and requirements of each control; (iv) enhancing revenue recognition, allowance for credit losses, business combination and payroll process controls to better mitigate risks of misstatement; (v) providing certain staff with additional training on the appropriate validation and evidencing of source data inputs; (vi) strengthening our compliance functions with additional experienced hires to assist in our risk assessment process and the design and implementation of controls responsive to those risks. We will regularly provide a report on the remediation measures to the Audit Committee.

Management intends to implement the above remediation actions during the fiscal year ending June 30, 2021. We believe that these actions will remediate the material weaknesses described above. However, as we implement these remediation efforts, we may determine that additional steps may be necessary to remediate the material weaknesses, or we may identify other material weaknesses or control deficiencies. We cannot provide assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. The control deficiencies will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm, ~~due~~KPMG LLP, who audited the consolidated financial statements included in this annual report, has expressed an adverse report on the operating effectiveness of the Company’s internal control over financial reporting. KPMG LLP’s report is included below.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Endava plc

Opinion on Internal Control Over Financial Reporting

We have audited Endava plc, andsubsidiaries’(the Company) internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2020 and 2019, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended June 30, 2020 and the related notes collectively, the consolidated financial statements, and our report dated September 15, 2020 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses related to IT General Controls, Risk Assessment, and Adequate Training and Knowledge have been identified and included in management’s assessment. The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2020 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

The Company acquired Intuitus Limited and Exozet GmbH during 2019, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2020, Intuitus Limited and Exozet GmbH’s internal control over financial reporting associated with total assets of £10.8 million or 3% and total revenues of £11.4 million or 3%, included in the consolidated financial statements of the Company as of and for the year ended June 30, 2020. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Intuitus Limited and Exozet GmbH.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting as of June 30, 2020. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a ~~transition period established by~~public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for ~~newly public companies.~~our opinion.

~~There~~Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of

the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

London, United Kingdom

September 15, 2020

Changes in Internal Control over Financial Reporting

Except for the material weakness identified above, there were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

~~Item 15T. Controls and Procedures.~~

~~Not applicable.~~

Item 16. Reserved

Not applicable.

Item 16A. Audit Committee Financial Expert.

Our Board has determined that Mr. Pattillo is an audit committee financial expert as defined ~~by the SEC rules.~~in Item 16A(b) of Form 20-F. Mr. Pattillo is independent as such term is defined in Rule 10A-3 under the Exchange Act and under the listing standards of the New York Stock Exchange.

Item 16B. Code of Business Conduct and Ethics.

We have adopted a Code of Business Conduct and Ethics, or the Code of Conduct, that is applicable to all of the directors, executives, employees and independent contractors of Endava and our subsidiaries. A copy of the Code of Conduct is available on our website at www.endava.com. The audit committee of our board of directors is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for directors, executives, employees and independent contractors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

Item 16C. Principal Accountant Fees and Services.

KPMG LLP has served as our independent registered public accounting firm for fiscal years 2016, 2017, 2018, 2019 and ~~2018.~~2020. Our accountants fees for professional services in fiscal years ~~2017~~2020 and ~~2018~~2019 are:

~~101~~


	Year Ended June 30,				Year Ended June 30,
	2018		2017		2020		2019
	(pounds in thousands)				(pounds in thousands)
Audit Fees(1)	£	522	£	215	£	1,775	£	836
Audit-Related Fees(2)	655		—		—		186
Tax fees(3)	—		—		—		—
Other fees	—		—
All Other fees⁽⁴⁾					—		—
Total	1,177		215		£	1,775	£	1,022

~~“Audit~~(1) “Audit Fees” are the aggregate fees for the audit of our annual financial statements. This category also includes services that generally the independent accountant provides, such as consents and assistance with and review of documents filed with the SEC.

~~“Audit-Related~~(2) “Audit-Related Fees” are the aggregate fees for assurance and related services that are reasonably related to the performance of the audit and are not reported under Audit Fees.

~~“Tax~~(3) “Tax Fees” are the aggregate fees for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning related services.

“

(4) “All Other Fees” are any additional amounts for products and services provided by the principal accountant. There were no ~~“Audit Related Fees,” or~~ “Tax Fees” during ~~2017~~2019 or ~~2018.~~2020.

~~Neither our~~Our audit committee ~~nor our board~~reviews and pre-approves the scope and the cost of ~~directors has adopted a pre-approval policy~~audit services related to us and permissible non-audit services performed by the independent auditors, other than those for de minimis services which are approved by the ~~engagement~~audit committee prior to the completion of ~~our independent accountant~~the audit. All of the services related to ~~perform certain~~us provided by KPMG LLP during the last fiscal year have been pre-approved by the audit ~~and non-audit services.~~committee.

Item 16D. Exemptions from the Listing Standards for Audit Committees.

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer

Not applicable.

Item 16F. Change in Registrant’s Certifying Accountant.

Not applicable.

Item 16G. Corporate Governance.

As a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices, instead of certain corporate governance practices required by the New York Stock Exchange for U.S. domestic issuers. While we intend to follow most New York Stock Exchange corporate governance listing standards, we follow U.K. corporate governance practices in lieu of New York Stock Exchange corporate governance listing standards as follows:

Exemption from ~~the requirement to have a compensation committee comprised solely of independent members of the board of directors;~~

~~Exemption from~~ quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under English law. In accordance with generally accepted business practice, our amended and restated articles of association provide alternative quorum requirements that are generally applicable to meetings of shareholders;law;

Exemption from the New York Stock Exchange corporate governance listing standards applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of

~~102~~

the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the New York Stock Exchange corporate governance listing standards, as permitted by the foreign private issuer exemption; and

Exemption from the requirement to obtain shareholder approval for certain issuances of securities, including shareholder approval of share option plans.

We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and the New York Stock Exchange corporate governance rules and listing standards.

Because we are a foreign private issuer, our directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They are, however, subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.

Item 16H. Mine Safety Disclosure.

Not applicable.

PART III

Item 17. Financial Statements.

See pages F-1 through ~~F-46~~F-65 of this Annual Report on Form 20-F.

Item 18. Financial Statements.

Not applicable.

~~103~~

Item 19. Exhibits.

The following exhibits are filed as part of this Annual Report on Form 20-F.



Exhibit Number		Description of Document
1.1		Articles of Association of Endava plc, as amended (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form F-1 (File No. 333-226010), filed with the Commission on June 29, 2018 (the “F-1 Registration Statement”))
2.1		Form of Deposit Agreement (incorporated by reference to Exhibit (a) of our Pre-Effective Amendment No. 1 to Form F-6 registration statement (File No. 333-226021), filed with the Commission on July 18, 2018 (the “F-6 Registration Statement”))
2.2		Form of American Depositary Receipt (incorporated by reference to Exhibit (a) of our F-6 Registration Statement)
2.3(a)*		Description of Share Capital
2.3(b)*		Description of American Depositary Shares (incorporated by reference to Exhibit 2.3(b) of our Annual Report on Form 20-F for the year ended June 30, 2019 (File. No. 00138607), filed with the Commission on September 25, 2019 (the “2019 20-F”)).
4.1+		Endava Share Option Plan (incorporated by reference to Exhibit 10.1 to our F-1 Registration Statement)
4.2+		Endava Joint Share Ownership Plan (incorporated by reference to Exhibit 10.2 to our F-1 Registration Statement)
4.3+		Endava Limited 2015 Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to our F-1 Registration Statement)
4.4+		Endava Limited 2017 Non-Executive Director Long Term Incentive Plan (incorporated by reference to Exhibit 10.4 to our F-1 Registration Statement)
4.5+		Endava plc 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to our F-1 Registration Statement)
4.6+		Endava plc 2018 Sharesave Plan (incorporated by reference to Exhibit 10.6 to our F-1 Registration Statement)
4.7*+		Endava plc 2018 International Sub Plan (incorporated by reference to Exhibit 4.7 of our 2019 20-F).
4.8		Form of Deed of Indemnity for Directors and Officers (incorporated by reference to Exhibit 10.8 to our F-1 Registration Statement)
~~4.8~~4.9		Lease Agreement by and among Gide Loyrette Nouel LLP, Endava (UK) Limited and Endava Limited, dated as of July 8, 2014, for the East Premises (incorporated by reference to Exhibit 10.9 to our F-1 Registration Statement)
~~4.9~~4.10		Lease Agreement by and among Gide Loyrette Nouel LLP, Endava (UK) Limited and Endava Limited, dated as of July 8, 2014, for the West Premises (incorporated by reference to Exhibit 10.10 to our F-1 Registration Statement)
~~4.10~~4.11		Multicurrency Revolving Facility Agreement ~~between~~dated October 12, 2019, among Endava ~~Limited~~plc, the Original Borrowers, the Original Guarantors, the Mandated Lead Arrangers, the Original Lenders and HSBC Bank PLC, ~~dated December 19, 2017~~as agent (incorporated by reference to Exhibit ~~10.11~~99.2 to our ~~F-1 Registration Statement)~~Current Report on Form 6-K (File No. 001-38607) filed with the Commission on October 15, 2019.
4.12		Share Purchase Agreement dated August 17, 2020 between Endava (UK) Limited (as Purchaser) and Comtrade Group B.V. and Comtrade Solutions Management Holdinska Druzba D.O.O. (as Sellers) relating to the sale and purchase of the entire issued share capital of Comtrade CDS, Digitalne Storitve, D.O.O. and Comtrade Digital Services D.O.O.
8.1*		Significant Subsidiaries of Endava plc.
12.1*		Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2*		Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



13.1**		Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1*		Consent of KPMG LLP, independent registered public accounting firm
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101)

________________


*	Filed herewith.


**	Furnished herewith.


+	Indicates management contract or compensatory plan.

~~104~~



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
	Page
ENDAVA PLC

For the Years Ended June 30, ~~2018, 2017~~2020, 2019 and ~~2016~~2018
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statement of Comprehensive Income	~~F-3~~F-4
Consolidated Balance Sheet	~~F-4~~F-5
Consolidated Statement of Changes in Equity	~~F-5~~F-6
Consolidated Statement of Cash Flows	~~F-6~~F-7
Notes to Consolidated Financial Statements	~~F-7~~F-8

~~F-1~~

Report of Independent Registered Public Accounting Firm

To the ~~Shareholders~~Stockholders and Board of Directors of

Endava plc

Opinion on theConsolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Endava plc and subsidiaries (the ~~“Company”)~~Company) as of June 30, ~~2018~~2020 and ~~2017,~~2019, the related consolidated statements of comprehensive income, and changes in equity, and cash flows for each of the years in the three‑year period ended June 30, ~~2018~~2020, and the related notes (collectively, the ~~“consolidated~~consolidated financial ~~statements”)~~statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, ~~2018~~2020 and ~~2017,~~2019, and the results of its operations and its cash flows for each of the years in the three‑year period ended June 30, ~~2018,~~2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated September 15, 2020 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for Leases as of July 1, 2019 due to the adoption of IFRS 16.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the ~~Public Company Accounting Oversight Board (United States) (PCAOB)~~PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the fair value of customer relationship intangible assets acquired through business combinations

As discussed in Note 15 to the consolidation financial statements, during the year ended June 30, 2020, the Company consummated two business combinations for aggregate consideration of £32 million. These acquisitions resulted in the recognition of customer relationship intangible assets totalling £9.1 million.

We identified the evaluation of the fair value of customer relationship intangible assets acquired through business combinations as a critical audit matter because evaluating the fair value involved a high degree of subjective auditor judgment related to use of certain assumptions in the valuation models. The key assumptions used within the valuation models included expected future revenue growth, customer attrition rate, and the discount rates applied. Changes in these assumptions could have a significant impact on the fair value of the customer relationship intangible assets.

The primary procedures we performed to address this critical audit matter included the following:

We evaluated the expected future revenue growth used by the Company by comparing the assumptions used to the historical performance of acquired entities, and to the revenue growth rates of peer companies. We assessed the customer attrition rate based on historical data of acquired entities. We also involved a valuation professional with specialised skills and knowledge who assisted in evaluating:


a.	expected future revenue growth used by the Company to value the customer relationship intangible asset as compared to industry and macro-economic trend data; and;


b.	the discount rates applied by comparing them to an independently developed range using publicly available market data for comparable entities.

Valuation of the allowance for credit losses related to trade receivables and accrued income

As discussed in Note 19 to the consolidated financial statements, the Company maintains a credit loss allowance (the allowance) of £3.6 million in respect of trade receivables and accrued income totalling £72.8 million as of June, 30 2020. The allowance is recorded based on the Company’s historical, observable default rates and is adjusted by a forward-looking estimate that includes consideration of macro-economic, customer segment, and customer specific trends and conditions.

We identified the evaluation of the allowance for credit losses related to trade receivables and accrued income as a critical audit matter. There was a high degree of subjective auditor judgement in assessing the assumptions used to determine the probability of the Company’s collection of receivables, specifically the nature of any customer dispute and consideration of economic conditions that may affect the ability of customers to pay billed and unbilled fees.

The primary procedures we performed to address this critical audit matter included the following:

For certain customers, we inquired of relevant Company personnel to evaluate the rationale for establishing the allowance for trade receivables and accrued income. We obtained and inspected the Company’s economic conditions analysis by sector compared to economic outlook market reports to evaluate the risk factors applied by the Company in determining which customers were at risk of default. We obtained and inspected relevant underlying documentation, including customer correspondance, historical collection trends, age of trade receivables, and realisation analyses to assess the Company’s estimated allowance for customers at risk of default.

/s/ KPMG LLP

We have served as the Company’s auditor since 2016.

London, United Kingdom

~~11 October 2018~~September 15, 2020

~~F-2~~

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the years ended 30 June ~~2018, 2017~~2020, 2019 and ~~2016~~2018


											Note	2020			2019			2018
	Note	2018 £'000			2017 £’000			2016 £’000				£’000			£’000			£’000
Revenue	5	217,613			159,368			115,432			5	350,950			287,930			217,613
Cost of sales
Direct cost of sales		(132,775		)	(98,853		)	(68,517		)		(233,352		)	(174,152		)	(132,775		)
Allocated cost of sales		(12,668		)	(9,907		)	(6,529		)		(17,447		)	(14,951		)	(12,668		)
Total cost of sales		(145,443		)	(108,760		)	(75,046		)		(250,799		)	(189,103		)	(145,443		)
Gross profit		72,170			50,608			40,386				100,151			98,827			72,170
Selling, general and administrative expenses		(46,737		)	(27,551		)	(20,453		)		(78,279		)	(65,857		)	(46,737		)
Operating profit	6	25,433			23,057			19,933			6	21,872			32,970			25,433
Finance costs	9	(818		)	(1,375		)	(170		)
Finance expense											9	(1,940		)	(6,299		)	(818		)
Finance income	10	35			18			1,068			10	3,109			3,429			35
Net finance (expense) / income		(783		)	(1,357		)	898
Net finance income/(expense)												1,169			(2,870		)	(783		)
Gain on sale of subsidiary											6	2,215			—			—
Profit before tax		24,650			21,700			20,831				25,256			30,100			24,650
Tax on profit on ordinary activities	11	(5,675		)	(4,868		)	(4,125		)	11	(3,846		)	(6,093		)	(5,675		)
Profit for the year and profit attributable to the equity holders of the Company		18,975			16,832			16,706				21,410			24,007			18,975
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations												(2,240		)	(5,987		)	(409		)
Total comprehensive income for the year attributable to the equity holders of the Company												19,170			18,020			18,566
Earnings per share (EPS):	13										13
Basic EPS		£	0.42		£	0.37		£	0.37			£	0.40		£	0.48		£	0.42
Diluted EPS		£	0.38		£	0.34		£	0.34			£	0.38		£	0.44		£	0.38
Weighted average number of shares outstanding - basic		45,100,165			45,258,750			45,389,210				53,423,575			50,116,979			45,100,165
Weighted average number of shares outstanding - diluted		50,426,216			49,292,520			49,318,045				56,065,080			55,026,223			50,426,216
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations		(409		)	2,520			4,184
Total comprehensive income for the year attributable to the equity holders of the Company		18,566			19,352			20,890

The notes hereto form an integral part of these consolidated financial statements.

CONSOLIDATED BALANCE SHEET

As of 30 June 2020 and 2019



	Note	2020 £’000		2019 £’000 (Restated) ⁽¹⁾
Assets - Non current
Goodwill	14	56,885		36,760
Intangible assets	16	38,751		28,910
Property, plant and equipment	17	12,747		10,579
Lease right-of-use assets	23	51,134		—
Deferred tax assets	12	13,340		9,550
Financial assets	23	639		—
Total		173,496		85,799
Assets - Current
Trade and other receivables	19	82,614		65,917
Corporation tax receivable		2,922		790
Financial assets	23	584		—
Cash and cash equivalents		101,327		70,172
Total		187,447		136,879
Total assets		360,943		222,678
Liabilities - Current
Lease liabilities	23	11,132		21
Trade and other payables	20	58,599		48,502
Corporation tax payable		1,449		2,920
Contingent consideration	15	1,442		1,244
Deferred consideration	15	3,764		1,516
Total		76,386		54,203
Liabilities - Non-current
Lease liabilities	23	42,233		—
Deferred tax liabilities	12	5,861		2,033
Other liabilities		136		113
Total		48,230		2,146
Equity
Share capital	24	1,099		1,089
Share premium	27	221		128
Merger relief reserve		25,527		21,573
Retained earnings	27	214,638		146,963
Other reserves	27	(3,817	)	(1,577	)
Investment in own shares	27	(1,341	)	(1,847	)
Total		236,327		166,329
Total liabilities and equity		360,943		222,678

The notes hereto form an integral part of these consolidated financial statements.

(1) See note 3C for additional details

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the years ended 30 June 2020, 2019 and 2018



	Share capital £’000		Share premium £’000			Merger relief reserve £’000		Investment in own shares £’000			Retained earnings £’000			Capital redemption reserve £’000		Foreign exchange translation reserve £’000			Total £’000
Balance at 30 June 2017	996		2,678			4,430		(2,275	)		38,072			161		4,658			48,720
Equity-settled share-based payment transactions	—		—			—		—			2,213			—		—			2,213
Transaction with owners	—		—			—		—			2,213			—		—			2,213
Profit for the year	—		—			—		—			18,975			—		—			18,975
Other comprehensive income	—		—			—		—			—			—		(409	)		(409	)
Total comprehensive income for the year	—		—			—		—			18,975			—		(409	)		18,566
Balance at 30 June 2018 as previously reported	996		2,678			4,430		(2,275	)		59,260			161		4,249			69,499
Hyperinflation adjustment											65								65
Balance at 30 June 2018 as restated	996		2,678			4,430		(2,275	)		59,325			161		4,249			69,564
Equity-settled share-based payment transactions	—		—			—		—			15,392			—		—			15,392
Cancellation of share premium	—		(48,614	)		—		—			48,614			—		—			—
Issuance of new shares	65		45,936			—		—			—			—		—			46,001
Issuance of shares related to acquisition (restated) ⁽¹⁾	23		—			17,143		—			—								17,166
Exercise of options	5		128			—		428			(428	)		—		—			133
Hyperinflation adjustment	—		—			—		—			53			—		—			53
Transaction with owners (restated) ⁽¹⁾	93	—	(2,550	)	—	17,143	—	428		—	63,631		—	—	—	—		—	78,745
Profit for the year	—		—			—		—			24,007			—		—			24,007
Other comprehensive income ⁽²⁾	—		—			—		—			—			—		(5,987	)		(5,987	)
Total comprehensive income for the year	—	—	—		—	—	—	—		—	24,007		—	—	—	(5,987	)	—	18,020
Balance at 30 June 2019 (restated) ⁽¹⁾	1,089	—	128		—	21,573	—	(1,847	)	—	146,963		—	161	—	(1,738	)	—	166,329
Equity-settled share-based payment transactions	—		—			—		—			15,966			—		—			15,966
Issuance of shares related to acquisition	2		—			3,954		—			—			—		—			3,956
Sales of shares (EBT)	—		—			—		207			30,710			—		—			30,917
Exercise of options	8		93			—		299			(385	)		—		—			15
Hyperinflation adjustment	—		—			—		—			(26	)		—		—			(26	)
Transaction with owners	10	—	93		—	3,954	—	506		—	46,265		—	—		—		—	50,828
Profit for the year	—		—			—		—			21,410			—		—			21,410
Other comprehensive income	—		—			—		—			—			—		(2,240	)		(2,240	)
Total comprehensive income for the year	—	—	—		—	—	—	—		—	21,410		—	—		(2,240	)	—	19,170
Balance at 30 June 2020	1,099		221			25,527		(1,341	)		214,638			161		(3,978	)		236,327

The notes hereto form an integral part of these consolidated financial statements. (1) See note 3C for additional details;(2) See note 14 for additional details.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the years ended 30 June 2020, 2019 and 2018



	Note	2020 £’000			2019 £’000			2018 £’000
Operating activities
Profit for the year		£	21,410		£	24,007		£	18,975
Income tax charge		3,846			6,093			5,675
Non-cash adjustments	28	28,622			21,390			6,249
Tax paid		(5,876		)	(5,904		)	(5,608		)
UK research and development credit received		—			1,278			1,854
Net changes in working capital	28	(7,759		)	(11,516		)	6,839
Net cash from operating activities		40,243			35,348			33,984
Investing activities
Purchase of non-current assets (tangibles and intangibles)		(9,880		)	(7,383		)	(5,483		)
Proceeds from disposal of non-current assets		195			57			79
Acquisition of business / subsidiaries, consideration in cash		(26,595		)	(3,201		)	(28,765		)
Proceeds from sale of subsidiary net of cash disposed of		2,744			—			—
Cash and cash equivalents acquired with subsidiaries		3,289			—			2,342
Interest received		499			476			35
Net cash used in investing activities		(29,748		)	(10,051		)	(31,792		)
Financing activities
Proceeds from borrowings		—			3,500			26,462
Proceeds from sublease		668			—			—
Repayment of borrowings		(956		)	(23,547		)	(36,768		)
Repayment of lease liabilities		(9,903		)	—			—
Grant received		888			1,784			147
Interest paid		(829		)	(343		)	(573		)
Net proceeds from initial public offering		—			44,828			—
Proceeds from sale of shares		30,917			—			—
Proceeds from exercise of options		93			133			—
Net cash from/(used in) financing activities		20,878			26,355			(10,732		)
Net change in cash and cash equivalents		31,373			51,652			(8,540		)
Cash and cash equivalents at the beginning of the year		70,172			15,048			23,571
Net foreign exchange differences		(218		)	3,472			17
Cash and cash equivalents at the end of the year		£	101,327		£	70,172		£	15,048

The notes hereto form an integral part of these consolidated financial statements.

~~F-3~~

~~CONSOLIDATED BALANCE SHEET~~

~~As of 30 June 2018 and 2017~~

Note 2018
£’000 2017
£’000
Assets - Non current
Goodwill 14
41,062
16,198
Intangible assets 16
30,787
16,029
Property, plant and equipment 17
8,584
7,486
Deferred tax assets 12
2,488
867
Other assets - non-current —
14
Total 82,921
40,594
Assets - Current
Inventories 16
62
Trade and other receivables 19
52,352
41,494
Corporation tax receivable 677
661
Cash and cash equivalents 15,048
23,571
Total 68,093
65,788
Total assets 151,014
106,382
Liabilities - Current
Borrowings 22
19,744
29,402
Trade and other payables 20
40,243
24,358
Corporation tax payable 1,488
1,000
Contingent consideration 5,259
—
Deferred consideration 4,401
—
Total 71,135
54,760
Liabilities - Non-current
Borrowings 22
20
63
Deferred tax liabilities 12
2,832
2,586
Contingent consideration 7,251
—
Other liabilities - non current 277
253
Total 10,380
2,902
Equity
Share capital 25
996
996
Share premium 2,678
2,678
Merger relief reserve 4,430
4,430
Retained earnings 59,260
38,072
Other reserves 4,410
4,819
Investment in own shares (2,275 ) (2,275 )
Total 69,499
48,720
Total liabilities and equity 151,014
106,382

~~The notes hereto form an integral part of these consolidated financial statements.~~

~~F-4~~

~~CONSOLIDATED STATEMENT OF CHANGES IN EQUITY~~

~~For the years ended 30 June 2018, 2017 and 2016~~

Share capital
£’000 Share premium
£’000 Merger relief reserve
£’000 Investment in own shares
£’000 Retained earnings
£’000 Capital redemption reserve
’000 Foreign exchange translation reserve
£’000 Total
£’000
Balance at 30 June 2015 990
2,353
4,430
(972 ) 21,070
161
(2,046 ) 25,986
Equity-settled share-based payment transactions —
—
—
—
829
—
—
829
Dividends —
—
—
—
(18,180 ) —
—
(18,180 )
Issue of shares 6
325
—
—
—
—
—
331
Shares purchased by the employee benefits trust —
—
—
(63 ) —
—
—
(63 )
Transaction with owners 6
325
—
(63 ) (17,351 ) —
—
(17,083 )
Profit for the year —
—
—
—
16,706
—
—
16,706
Other comprehensive income —
—
—
—
—
—
4,184
4,184
Total comprehensive income for the year —
—
—
—
16,706
—
4,184
20,890
Balance at 30 June 2016 996
2,678
4,430
(1,035 ) 20,425
161
2,138
29,793
Equity-settled share-based payment transactions —
—
—
—
815
—
—
815
Issue of shares —
—
—
—
—
—
—
—
Shares purchased by the employee benefits trust —
—
—
(1,240 ) —
—
—
(1,240 )
Transaction with owners —
—
—
(1,240 ) 815
—
—
(425 )
Profit for the year —
—
—
—
16,832
—
—
16,832
Other comprehensive income —
—
—
—
—
—
2,520
2,520
Total comprehensive income for the year —
—
—
—
16,832
—
2,520
19,352
Balance at 30 June 2017 996
2,678
4,430
(2,275 ) 38,072
161
4,658
48,720
Equity-settled share-based payment transactions —
—
—
—
2,213
—
—
2,213
Issue of shares —
—
—
—
—
—
—
—
Shares purchased by the employee benefits trust —
—
—
—
—
—
—
—
Transaction with owners —
—
—
—
2,213
—
—
2,213
Profit for the year —
—
—
—
18,975
—
—
18,975
Other comprehensive income —
—
—
—
—
—
(409 ) (409 )
Total comprehensive income for the year —
—
—
—
18,975
—
(409 ) 18,566
Balance at 30 June 2018 996
2,678
4,430
(2,275 ) 59,260
161
4,249
69,499

~~The notes hereto form an integral part of these consolidated financial statements.~~

~~F-5~~

~~CONSOLIDATED STATEMENT OF CASH FLOWS~~

~~For the years ended 30 June 2018, 2017 and 2016~~

2018
£’000 2017
£’000 2016
£’000
Operating activities

Profit for the year £ 18,975
£ 16,832
£ 16,706
Income tax charge 5,675
4,868
4,125
Adjustments (note 28) 6,249
3,519
436
Tax paid (5,608 ) (5,471 ) (3,798 )
UK research and development credit received 1,854
—
1,081
Net changes in working capital (note 28) 6,839
(5,008 ) (7,653 )
Net cash from operating activities 33,984
14,740
10,897

Investing activities

Purchase of non-current assets (tangibles and intangibles) (5,483 ) (6,372 ) (2,745 )
Proceeds / (loss) from disposal of non-current assets 79
(106 ) 15
Acquisition of business / subsidiaries, consideration in cash (28,765 ) (13,807 ) (4,551 )
Cash and cash equivalents acquired with subsidiaries 2,342
768
—
Interest received 35
18
21
Net cash used in investing activities (31,792 ) (19,499 ) (7,260 )

Financing activities

Proceeds from borrowings 26,462
17,007
15,093
Repayment of borrowings (36,768 ) (3,462 ) (3,364 )
Grant received 147
2,924
1,948
Interest paid (573 ) (391 ) (114 )
Dividends paid —
—
(18,181 )
Purchase of own shares —
(1,240 ) —
Net cash from/(used in) financing activities (10,732 ) 14,838
(4,618 )

Net change in cash and cash equivalents (8,540 ) 10,079
(981 )

Cash and cash equivalents at the beginning of the year 23,571
12,947
13,362
Net foreign exchange differences 17
545
566
Cash and cash equivalents at the end of the year £ 15,048
£ 23,571
£ 12,947

~~The notes hereto form an integral part of these consolidated financial statements.~~

~~F-6~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.	General Information

Reporting Entity

Endava plc (the “Company” and, together with its subsidiaries, the “Group” and each a “Group Entity”) is domiciled in London, United Kingdom. The address of the Company’s registered office is 125 Old Broad Street, London, EC2N 1AR. The ~~Group is a next-generation technology services provider with~~Group’s expertise ~~spanning~~spans the entire ideation-to-production spectrum, ~~across three broad solution areas –~~creating value for our clients through creation of Product and Technology Strategies, Intelligent Digital ~~Evolution, Agile Transformation~~Experiences, and ~~Automation.~~World Class Engineering, delivered through our 24 capabilities, grouped into four key areas: Define, Design, Build and Run & Evolve.

These consolidated financial statements do not constitute the company's statutory accounts for the years ended 30 June ~~2018, 2017~~2020, 2019 or 2016. The financial information for 2017 and 2016 is derived from the statutory accounts for 2017 and 2016 which have been delivered to the registrar of companies. The auditor has reported on the 2017 and 2016 accounts; their report was (i) unqualified4, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. The statutory accounts for 2018 will be finalised on the basis of the financial information presented by the directors in these consolidated financial statements and will be delivered to the registrar of companies in due course.2018.


2.	Application Of New and Revised International Financial Reporting Standards (“IFRS”)

The ~~following~~Group has applied the requirements of IFRS 16 ‘Leases’ from 1 July 2019. This has had a material impact on the financial statements, as further explained below.

A number of other new standards, interpretations and amendments to existing standards were also effective for the Group from 1 July 2019 but they do not have a material effect on the financial statements.

Due to the transition methods chosen by the Group in applying these standards, interpretations and amendments to existing standards, comparative information throughout these financial statements has not been restated to reflect the new requirements.

IFRS 16 - ‘Leases’

IFRS 16 replaces IAS 17 ‘Leases’ and related interpretations. The standard requires lessees to recognise right-of-use assets and lease liabilities for all leases meeting the lease definition set out by the standard unless certain exemptions are available. Accounting for lessors is largely unchanged.

The Group has adopted IFRS 16 using the modified retrospective basis of adoption with the date of initial application of 1 July 2019. Under this basis, the cumulative effect of initially applying the standard is applied as an adjustment to the opening balance of retained earnings as at 1 July 2019. Prior year comparatives have not been restated for the effect of IFRS 16 and are presented as historically disclosed under IAS 17.

The majority of the Group’s lease portfolio relates to property leases of offices and delivery centres. The Group also previously leased certain items of office equipment.

The Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Group. Under IFRS 16, the Group recognises right-of-use assets and lease liabilities for all leases except for short-term leases and leases of low value assets.

Previously, the Group classified its property leases as operating leases under IAS 17. Leased property was not capitalised and the lease payments were recognised as rent expense in the statement of comprehensive income on a straight-line basis over the lease term. Any prepaid or accrued rent were recognised under prepayments and accruals, respectively.

On transition, for these leases, lease liabilities were measured at the present value of the remaining lease payments, discounted at an appropriate incremental borrowing rate as at 1 July 2019. Right-of-use assets were measured at an amount equal to the lease liability, adjusted by the amount of any prepayments or accruals relating to leases.

On transition, the Group elected not to reassess whether a contract is, or contains, a lease, instead relying on the assessment already made applying IAS 17 ‘Leases’ and IFRIC 4 ‘Determining whether an Arrangement contains a Lease’. In addition, the Group elected to use the following practical expedients and recognition exemptions available when applying IFRS 16 to leases previously classified as operating leases under IAS 17:

the recognition exemption for lease contracts that, at their commencement date, have a lease term of 12 months or less and do not contain a purchase option (short-term leases);

accounting for leases ending within 12 months of the date of transition as short-term leases;

the recognition exemption for lease contracts for which the underlying asset value is of low value (low-value assets);

to use hindsight in determining the lease term where contracts contained options to extend or terminate the lease;

exclusion of initial direct costs from the measurement of the right-of-use asset recognised on initial adoption of the standard;

adjustment of the right-of-use asset on transition by the amount of any previously recognised onerous lease provision, as an alternative to performing an impairment review; and

where appropriate, arrangements containing both lease and non-lease components being accounted for as though they comprise a single-lease component.

The Group also previously leased certain items of office equipment. These leases were classified as finance leases under IAS 17. The lease term of all such assets ended within 12 months of the date of initial application of IFRS 16, and therefore the Group did not recognise right-of-use assets in relation to these leases.

At transition, the Group did not have any arrangements in which it acted as a lessor.

Impact on financial statements

On transition to IFRS 16, the Group recognised additional right-of-use assets of £40.2 million, and additional lease liabilities of £40.2 million.

The impact on the Consolidated Balance Sheet on transition is summarised below.



	30 June 2019 £’000		IFRS 16 impact £’000		1 July 2019 £’000
Assets - Non current
Right-of-use assets	—		40,222		40,222
Assets - Current
Prepayments	5,734		(781	)	4,953
Liabilities - Current
Lease liabilities	(21	)	(8,625	)	(8,646	)
Accruals	(33,326	)	732		(32,594	)
Liabilities - Non current
Lease liabilities	—		(31,548	)	(31,548	)

The lease liability brought onto the balance sheet at transition of £40 million was measured by discounting the remaining lease payments using the incremental borrowing rate applicable to each lease at the date of initial application. The weighted average incremental borrowing rate applied was 2.75%.

The reconciliation of operating lease commitments disclosed at 30 June 2019 to lease liabilities recognised at 1 July 2019 is summarised below:



	1 July 2019 £’000
Operating lease commitments disclosed as at 30 June 2019	58,473
Effect of discounting under the specific incremental borrowing rate	(3,937	)
Adjustment as a result of different treatment of extension options	5,417
Short-term leases recognised as an expense on a straight-line basis	(435	)
Adjustment for leases contracted but not yet commenced	(10,142	)
Adjustment for service charges included in operating lease commitments, not included in lease liability under IFRS 16	(9,203	)
Additional lease liabilities recognised as a result of IFRS 16	40,173
Existing finance leases	21
Total lease liabilities recognised as at 1 July 2019	40,194

We have presented right-of-use assets and the current and non-current elements of lease liabilities on the face of the Consolidated Balance Sheet. Additionally, to support the additional lessee accounting disclosure requirements introduced by IFRS 16 we have added a dedicated note (note 23) which explains movements in the right-of-use assets during the year, along with other relevant disclosures.

There is no overall impact on the Group’s cash and cash equivalents, however the Consolidated Statement of Cash Flows has been revised to present the element of cash lease payments attributable to lease interest expense and the element attributable to repayment of lease liabilities within cash flows from financing activities.

New and amended accounting standards that have been issued but are not yet effective

The following new or amended standards and ~~have not been adopted early by the Group.~~

~~IFRS 9~~ – ~~“Financial Instruments”~~

~~IFRS 9~~ ~~Financial Instruments~~ ~~replaces the corresponding requirements of IAS 39~~ ~~Financial Instruments: Recognition and Measurement~~ ~~and applies to~~interpretations are applicable in future periods beginning on or after 1 January 2018. It includes requirements on the classification of financial assets and financial liabilities; impairment and the effective interest method; and hedge accounting. The Group’s adoption of the standard on 1 July 2018 isbut are not expected to have a ~~material~~significant impact ~~on the measurement, presentation or disclosure of financial assets and financial liabilities in the consolidated financial statements.~~

~~IFRS 15~~ – ~~“Revenue from Contracts with Customers”~~

~~IFRS 15~~ ~~Revenue from Contracts with Customers~~ provides new guidance for recognising revenue from all contracts with customers, except for contracts within the scope of the IFRS standards on leases, insurance and financial instruments. IFRS 15 requires an entity to recognise revenue in an amount that reflects the consideration to which the entity expects to be entitled in exchange for goods or services, when control of those goods or services transfers to the customer. IFRS 15 also requires expanded qualitative and quantitative disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. Furthermore, IFRS 15 requires an entity to recognise (1) certain incremental costs to obtain a contract and (2) certain costs to fulfill a contract as an asset, which the entity must subsequently (a) amortise on a systematic basis that is consistent with the transfer of the goods or services to which the asset relates and (b) evaluate for impairment, if one or more factors or circumstances indicates that the carrying value of the asset may not be recoverable.

The Group will adopt IFRS 15 effective 1 July 2018 on a modified retrospective basis. Under this transition method, the Group will apply the new standard to contracts that are not substantially completed as of 1 July 2018. Management have performed a full assessment of the impact of IFRS 15. The full assessment involved the evaluation of significant, representative contracts entered into with customers under the five-step model prescribed by IFRS 15. This included a review of the contract acquisition costs, including the Group’s sales commission schemes, to determine whether the Group incurs incremental costs to obtain contracts that must be recognised as an asset and subsequently amortised pursuant to IFRS 15.

The Group had identified contract types, performance obligations and specific contract terms that have been separately evaluated for purposes of revenue recognition under IFRS 15. Since the majority of the Group’s services are charged to clients on a time and materials basis where the revenue generated is both variable and contingent based upon the hours worked by the Group’s employees, the Group’s current revenue policy of recognising revenue as the contract progresses will continue to be appropriate under IFRS 15. For fixed price contracts with milestones, the specific

~~F-7~~

~~terms and conditions of a contract were reviewed and determined whether the revenue attributable to the contract will be recognised over time or at a point in time.~~

The Group also utilised all relevant practical expedients available under IFRS 15 for purposes of revenue recognition, including the practical expedient that permits an entity to expense contract acquisition costs as incurred, when the amortisation period for these costs is otherwise expected to be one year or less. The adoption of IFRS 15 will involve additional disclosures but not result in a material change to the 1 July 2018 opening balance sheet.

~~IFRS 16~~ – ~~“Leases”~~

~~IFRS 16~~ ~~Leases~~ is effective for annual periods beginning on or after 1 January 2019. IFRS 16 requires lessees to recognise all leases with a lease term of greater than 12 months in the balance sheet by recognising a right of use asset and a corresponding financial liability to the lessor based on the present value of future lease payments. The new standard also eliminates the distinction between operating and finance leases. The majority of the Group lease portfolio relates to property leases. The Group is performing an assessment of the impact of adoption of IFRS 16 on its consolidated financial statements and related disclosures, which was ongoing at the end of the reporting period.

~~The Group does not anticipate that adoption of the following IFRSs will have a significant effect~~ on the Group’s consolidated financial statements and related disclosures.

~~Effective for annual periods beginning on or after January 2018:~~

~~IFRIC 22 - Foreign Currency Transactions and Advance Consideration~~

~~Amendments to IAS 40 - Investment Property - Transfers of Investment Property~~

~~Amendments to IFRS 2 - Share-based Payment Transactions - Classification and measurement of Share-based Payment Transactions~~

~~Amendments to IFRS 4 - Insurance contracts - Applying IFRS 9 Financial Instruments with IFRS 4 Insurance contracts~~

~~Effective for annual periods beginning on or after January 2019:~~

~~IFRIC 23 - Uncertainty over Income Tax Treatments~~

~~Amendments to IFRS 9 - Financial Instruments - Prepayment Features with Negative Compensation~~

~~Amendments to IAS 28 - Investments in Associates and Joint Ventures - Long-term Interest in Associates and Joint Ventures~~

~~Amendments to IAS 19 - Employee Benefits - Plan Amendment, Curtailment or Settlement~~

~~Annual Improvements to IFRS 2015 - 2017 Cycle~~

Effective for annual periods beginning on or after January 2020:

Amendments to References to the Conceptual Framework in IFRS Standards

Amendments to IFRS 3: Definition of a Business

Amendments to IAS 1 and IAS 8: Definition of Material

Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform

Effective for annual periods beginning on or after June 2020:

Amendments to IFRS 16: COVID 19-Related Rent Concessions

Effective for annual periods beginning on or after January ~~2021:~~2022:

Amendments to IFRS 1, IFRS 9 and IAS 41: Annual Improvements to IFRS Standards 2018-2020

Amendments to IFRS 3: Reference to the Conceptual Framework

Amendments to IAS 1: Classification of Liabilities as Current or Non-Current

Amendments to IAS 16: Property, Plant and Equipment: Proceeds before Intended Use

Amendments to IAS 37: Onerous Contracts - Cost of Fulfilling a Contract

Effective for annual periods beginning on or after January 2023:

IFRS 17 - Insurance Contracts


3.	Significant Accounting Policies


1.A.	Statement of Compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”) and which were in effect at 30 June ~~2018.~~2020.

The consolidated financial statements were authorised for issue by the Board on ~~11 October 2018.~~15 September 2020.


2.B.	Basis of Preparation

The consolidated financial statements have been prepared on a historical cost convention, except where IFRS requires or permits fair value measurement.

~~F-8~~

The principal accounting policies adopted by the Group in the preparation of the consolidated financial statements are set out below.


3.	~~Functional and Presentation Currency~~

C. Restatement for reclassification of share premium to merger relief reserve

During 2020 fiscal year, following a review of the share premium account, the Directors have determined that share premium of £17,143,000, which arose during the year ended 30 June 2019 upon settlement of the contingent equity consideration for the acquisition of Velocity Partners, should have been classified as merger relief reserve. The impact of this restatement at 30 June 2019 is to decrease share premium by £17,143,000 to £128,000 with a corresponding increase to the merger relief reserve by £17,143,000 to £21,573,000. There is no impact on total equity, on profit or earnings per share in the current year or any earlier periods.

D. Functional and Presentation Currency

The consolidated financial statements are presented in British Pound Sterling (“Sterling”), which is the Company’s functional currency. All financial information presented in Sterling has been rounded to the nearest thousand, except when otherwise indicated.


4.	~~Cost of Sales~~

E. Cost of Sales

The Group divides cost of sales into two categories: direct cost of sales and allocated cost of sales. Direct cost of sales consists primarily of personnel costs, including salary, bonuses, share-based compensation, benefits and travel expenses for the Group’s employees directly involved in delivery of the Group’s services, as well as software licenses and other costs that relate directly to the delivery of services. Allocated cost of sales consists of the portion of depreciation and amortisation expense and property costs ~~including operating lease expense,~~ related to delivery of the Group’s services.


5.	~~Use of Estimates and Judgments~~

F. Use of Estimates and Judgments

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts for assets, liabilities, income and expenses. Actual result may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

AThe key ~~area~~areas involving estimates and ~~judgment~~judgments that have the most significant effect on the amounts recognised in the ~~year ended 30 June 2018 relates to the accounting for business combinations and share-based compensation.~~Consolidated Financial Statements, are as follows:

Business Combinations

Business acquisitions are accounted for using the acquisition method. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the

acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognised as goodwill.

We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocate the purchase price to the tangible and intangible assets acquired and liabilities assumed based on our best estimate of fair value. In making these determinations, we are required to make estimates and assumptions that affect the recorded amounts, including future revenue growth, client attrition rates, and discount rates impacting the valuation of client relationship intangible assets. To assist us in making these fair value determinations, we may engage third party valuation specialists.

We determine the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortised over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortisation.

Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of contingent consideration are recognised in profit and loss. At ~~the balance sheet date~~30 June 2018, the Group held a financial liability measured at fair value ~~through profit or loss, in respect of contingent consideration,~~ of £11.3 million which was considered a major source of estimation uncertainty. During fiscal year ended 30 June 2019, the liability was settled through issuance of new shares, resulting in a fair value adjustment of £5.8 million. The valuation methodology, key assumptions and narrative sensitivity ~~analysis~~ are disclosed in notes 15 and 21.

Transaction costs associated with business combinations are expensed as incurred and are included in selling, general and administrative expenses.

~~F-9~~

Other than contingent consideration as of 30 June 2018, there are no assumptions made about the future and other sources of estimation uncertainty at the balance sheet date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities acquired within the next financial year.

Further detailed information in relation to business combinations is included in note 15 to the financial statements.

~~Share-Based Compensation~~Recoverability of trade and other receivables

We ~~grant share incentive awards~~initially recognise trade and other receivables at fair value, which is usually the original invoiced amount. They are subsequently carried at amortised cost using the effective interest method. The carrying amount of these balances approximates to fair value due to the short maturity of amounts receivable.

Trade receivables are non-interest bearing and are generally on 30 to 90 day terms depending on the geographical territory in which sales are generated. We know that certain debts due to us may not be paid through the default of a small number of our ~~employees~~customers. Accordingly, we recognise an expected credit loss allowance, which is deducted from the gross carrying amount of the receivable. The allowance is calculated by reference to credit losses expected to be incurred over the lifetime of the receivable. In estimating a loss allowance we consider historical experience and ~~directors. These compensation arrangements are settled~~forward-looking informed credit assessment relating to customer specific trends and conditions alongside other factors such as the current state of the economy and particular industry issues. We consider reasonable and supportable information that is relevant and available without undue cost or effort. Due to the global financial uncertainty arising from the COVID-19 pandemic, management has considered the elevated credit risk on trade receivables. In addition, certain balances (where there was an objective evidence of credit impairment) have been provided for on an individual basis.

G. Going concern

The COVID-19 outbreak since early 2020, which has resulted in ~~equity, or~~the implementation of travel restrictions, quarantines and extended shutdowns of certain businesses globally, has brought about additional uncertainties in ~~certain cases at~~the Group’s operating environment. The ongoing impact of COVID-19 has resulted in many countries around the world imposing lockdowns, shelter-in-place orders, quarantines, restrictions on travel and mass gatherings, including the

cancellation of trade shows and other events, and the extended shutdown of non-essential businesses that cannot be conducted remotely.

The Group has been closely monitoring the impact of the developments on its businesses, mainly because the continuous worsening of global business and economic conditions may impact the stability of operations and could have an adverse impact on the earnings of the Group. While there have been disruptions to manufacturing and supply chains around the world, the impact on the Group’s operations and liquidity has not been substantial. The Group continues to support our ~~discretion,~~customers in ~~cash, at~~keeping their supply chains running.

In accordance with IAS 1 ‘Presentation of financial statements’, and revised FRC guidance on ‘risk management, internal control and related financial and business reporting’, the Directors have considered the funding and liquidity position of the Group and have assessed the Group’s ability to continue as a ~~predetermined price~~going concern for the foreseeable future. In doing so, the Directors have reviewed the Group’s budget and ~~generally vest over~~forecasts, and have taken into account all available information about the future for a period of upat least, but not limited to, ~~five years~~12 months from the date of approval of these financial statements.

The Group meets its day-to-day working capital requirements and ~~in certain cases, vest in full on~~medium-term funding requirements through its trading cash flows. At 30 June 2020, the Group had net assets of £236.3m and net current assets of £111.1m, of which £101.3m was cash and cash equivalents. In addition, the Group has a currently unused revolving credit facility (RCF) of £200m. The Directors remain satisfied with the Group’s funding and liquidity ~~event involving our company. All vested share incentive awards have a term of five years before expiration. We measure share-based awards at~~position.

In response to the ~~grant date based~~risks outlined above, and its potential impact on the ~~fair value~~Group’s ability to continue as a going concern, the Directors have considered the business activities and the Group’s principal risks and uncertainties in the context of the ~~award~~current operating environment. This includes possible impacts of the global COVID-19 pandemic on the Group and ~~we recognize it as~~reviews of liquidity and covenant forecasts. The potential financial impact of the COVID-19 pandemic has been modelled in our cash flow projections to produce a ~~compensation expense over~~baseline forecast scenario. This baseline scenario reflects the ~~vesting period. We determine~~current business disruption, deterioration in economic conditions and the ~~fair value of our share options using the Black-Scholes option-pricing model.~~resulting impact on customers and operations.

The ~~Black-Scholes option pricing model requires~~Directors have also considered sensitivities in respect of potential downside scenarios over and above the ~~input of subjective assumptions, including assumptions about the expected life of share-based awards, share price volatility, risk-free interest rate, expected dividend yield~~baseline scenario, and the ~~fair value of our ordinary shares. Prior~~mitigating actions available in concluding that the Group is able to ~~the completion of our initial public offering, we relied,~~continue in ~~part, on valuation reports prepared by unrelated third-party valuation firms to assist us in valuing our share-based awards.~~

In conducting these valuations, the third-party firm considered objective and subjective factors that it believed to be relevant for each valuation conducted, including its best estimate of our business condition, prospects, and operating performance at each valuation date. Within the valuations performed, a range of factors, assumptions, and methodologies were used. The significant factors considered included:

~~• the prices at which our ordinary shares were transferred in contemporaneous arm’s length transactions;~~

~~• the lack of an active public market for our ordinary shares;~~

~~• the material risks related to our business and industry;~~

~~• our business strategy;~~

~~• the market performance of publicly traded companies in the technology services sectors; and~~

~~• the likelihood of achieving a liquidity event for the holders of our ordinary shares, such as an initial public offering, given prevailing market conditions.~~

~~Following the completion of our initial public offering, the fair value of our ordinary shares will be determined based on the closing price of our ADSs on the New York Stock Exchange.~~


6.	~~Going concern~~

~~The Board has reviewed the Group’s business plan and forecasts~~operation for a period of at least 12 months from the ~~signing~~date of approval of these financial statements. The specific scenarios modelled included a downside scenario with a U-shaped revenue impact from COVID-19 leading to three quarters of suppressed revenues followed by a gradual recovery, and a severe but plausible downside scenario with a broader U-shaped revenue impact leading to five quarters of suppressed revenues followed by a gradual recovery.

In the downside scenario, forecast revenue has been stressed by an extended period, reducing the baseline revenue forecast by 12%, with no reduction in the costs included in the baseline scenario. In this scenario our closing cash balance for the forecast period is reduced by £56m, but still remains positive at 30^th June 2021 and 31^st Dec 2021, and no draw-down from the RCF would be required.

In the severe but plausible downside scenario, forecast revenue has been stressed by a further extended period, reducing the baseline revenue forecast by 40%, and reducing baseline forecast cash by £87m. Again however, the resulting forecast cash position remains positive at 30^th June 2021 and 31^st Dec 2021, and no draw-down from the RCF would be required. This ~~review took into consideration facilities available~~scenario also includes certain cost mitigation adjustments.

Our Q4 revenue in 2020 was £90.5m, which was a sequential decrease of 2% on our Q3 revenue of £92.2m. Q4 revenue was however, 5% and 10% higher than Q2 and Q1 respectively. This demonstrates that despite being in the COVID-19 lockdown environment during Q4, we were able to largely sustain revenue and we have a reasonable baseline which we expect to build on during fiscal 2021.

Throughout each of the scenarios considered, the Group’s cash position continues to remain strong throughout the forecast period. As noted above, the Group has an unused RCF of £200m, funded by a group of banks. On the basis of the Group’s existing cash reserves and ~~access~~projections, the Directors do not expect to need to draw down on the RCF in the foreseeable future, even in the most stressed scenario considered. Should a more extreme downside scenario occur, additional mitigating actions could be taken, such as reductions in other discretionary operating costs and non-committed capital ~~markets now that~~expenditure.

Having considered the ~~Group is publicly listed. As a result~~outcome of ~~such review,~~these assessments, the ~~Board believes~~Directors consider that the Group has adequate resources to continue ~~operations~~in operation for the foreseeable future, being at least 12 months from the ~~signing~~date of approval of these financial statements, and accordingly continue to adopt the going concern basis in preparing the ~~consolidated~~ financial statements.


7.	~~Basis of consolidation~~

H. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Group and entities controlled by the Group made up to 30 June each year.

(i) Business combinations

Business acquisitions are accounted for using the acquisition method. The results of businesses acquired in a business combination are included in the consolidated financial statements from the date of the acquisition. Purchase

~~F-10~~

accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognised as goodwill.

The Group performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price to the tangible and intangible assets acquired and liabilities assumed based on management’s best estimate of fair value. The Group determines the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortised over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortisation.

Transaction costs associated with business combinations are expensed as incurred and are included in selling, general and administrative expenses.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

(iii) Transactions eliminated on consolidation

All transactions and balances between Group Entities are eliminated on consolidation, including unrealised gains and losses on transactions between Group Entities. Where unrealised losses on intra-Group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective.


8.	~~Foreign Currency~~

I. Foreign Currency

(i) Foreign currency balances and transactions

Foreign currency transactions are translated into the functional currency of the applicable Group Entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items denominated in foreign currency at period-end exchange rates are recognised in statement of comprehensive income. Non-monetary items are not retranslated at period-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

(ii) Foreign operations

In the consolidated financial statements, all assets, liabilities and transactions of Group Entities with a functional currency other than Sterling are translated into Sterling upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting period.

On consolidation, assets and liabilities have been translated into Sterling at the closing rate at the reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into Sterling at the closing rate. Income and expenses have been translated into Sterling at the average rate over the reporting period. Exchange differences are charged/credited to other comprehensive income and recognised in the currency translation reserve in equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are reclassified to statement of comprehensive income and are recognised as part of the gain or loss on disposal.

Accounting standards are applied on the assumption that the value of money (the unit of measurement) is constant over time. However, when the rate of inflation is no longer negligible, a number of issues arise impacting the true and fair nature of the accounts of entities that prepare their financial statements on a historical cost basis. To address such issues, entities apply IAS 29 Financial Reporting in Hyperinflationary Economies from the beginning of the period in which the existence of hyperinflation is identified. Based on the statistics published in July 2018, the 3-year cumulative rate of inflation for consumer prices and wholesale prices in Argentina reached a level of about 123% and 119%, respectively. On that basis, Argentina was considered an hyperinflationary economy since July 1, 2018. As 30 June 2020 and 2019 the Company has recognised the effects of inflation in their financial statements. The Company also has a subsidiary in Venezuela that is considered a hyperinflationary economy but the functional currency of this company is the U.S. dollar.

J. Financial instruments

~~F-11~~A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.


9.	~~Financial instruments~~

(i) ~~Recognition, initial~~Financial Assets

Initial recognition and measurement ~~and de-recognition~~

Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial ~~liabilities are recognised when the Group becomes a party to the contractual provisions of~~assets at initial recognition depends on the financial ~~instrument~~asset’s contractual cash flow characteristics and ~~are measured~~the Group’s business model for managing them. The Group initially measures a financial asset at its fair value ~~adjusted by transaction costs, except for those carried~~plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured ~~initially~~ at ~~fair value. Subsequent measurement of~~the transaction price determined under IFRS 15.

In order for a financial ~~assets~~asset to be classified and ~~financial liabilities are described below.~~

~~Loans and receivables~~

~~Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, loans and receivables are~~ measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Financial assets at amortised cost (debt instruments)

• Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)

• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

• Financial assets at fair value through profit or loss

Financial assets at amortised cost

The Group measures financial assets at amortised cost if both of the following conditions are met:

• The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method ~~less provision for~~and are subject to impairment. ~~Discounting~~Gains and losses are recognised in profit or loss when the asset is ~~omitted where the effect is immaterial.~~derecognised, modified or impaired. The Group’s financial assets at amortised cost includes cash and cash equivalents, trade and substantially all other ~~receivables fall into this category~~receivables.

Financial assets at fair value through OCI (debt instruments)

The Group measures debt instruments at fair value through OCI if both of the following conditions are met:

• The financial ~~instruments.~~asset is held within a business model with the objective of both holding to collect contractual cash flows and selling; and

~~Individually significant receivables~~• The contractual terms of the financial asset give rise on specified dates to cash flows that are ~~considered~~solely payments of principal and interest on the principal amount outstanding

For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the profit or loss and computed in the same manner as for ~~impairment~~financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon derecognition, the cumulative fair value change recognised in OCI is recycled to profit or loss. The Group don’t hold any financial assets at fair value through OCI.

Financial assets designated at fair value through OCI (equity instruments)

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they ~~are past due or when other objective evidence is received that a specific counterparty will default. Receivables that~~meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not ~~considered~~held for trading. The classification is determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to ~~be individually impaired are reviewed for impairment in groups, which are determined by reference to the industry and region of a counterparty and other shared credit risk characteristics.~~profit or loss. The ~~impairment loss estimate is then based on recent historical counterparty default rates for each identified group.~~Group don’t hold any financial assets designated at fair value through OCI.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss ~~(“FVTPL”)~~ include financial assets ~~that~~held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are ~~either~~ classified as held for trading if they are acquired for the purpose of selling or ~~that meet certain conditions and~~repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated ~~at FVTPL upon initial recognition. All derivative financial instruments fall into this category. Assets in this category~~as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with ~~gains or losses~~net changes in fair value recognised in the statement of comprehensive income. The ~~fair values of~~Group does not currently hold any financial assets ~~in this category are determined by reference to active market transactions~~at fair value through profit or ~~using a valuation technique where no active market exists.~~loss.

~~Financial assets are~~

Derecognition

A financial asset is primarily derecognised ~~when the contractual~~when:

• The rights to ~~the~~receive cash flows from the ~~financial~~ asset ~~expire,~~have expired; or ~~when~~

• The Group has transferred its rights to receive cash flows from the ~~financial~~ asset and either (a) the Group has transferred substantially all ~~substantial~~the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

(ii)Financial Liabilities

Initial recognition and measurement

Financial liabilities are ~~transferred. A~~classified, at initial recognition, as financial ~~liability is derecognised when it is extinguished, discharged, cancelled~~liabilities at fair value through profit or ~~expires.~~

~~(ii) Classification~~loss, loans and ~~subsequent measurement of financial assets~~borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial ~~assets except for those~~liabilities are recognised initially at ~~FVTPL are subject to review for impairment at least at 30 June~~fair value and, in the case of ~~each year to identify whether there is any objective evidence that a financial asset or a group~~loans and borrowings and payables, net of ~~financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described below.~~

~~(iii) Classification and subsequent measurement of financial liabilities~~directly attributable transaction costs.

The Group’s financial liabilities include ~~borrowings,~~ trade and other payables and ~~derivative~~loans and borrowings including bank overdrafts.

Subsequent measurement

The measurement of financial ~~instruments.~~liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9.

Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured ~~subsequently~~ at amortised cost using the ~~effective interest method, except for financial~~EIR method. Gains and losses are recognised in profit or loss when the liabilities ~~held for trading~~are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or ~~designated at FVTPL, which~~premium on acquisition and fees or costs that are ~~carried subsequently at fair value with gains or losses recognised~~an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of comprehensive income. ~~All derivative~~This category applies to Group’s interest-bearing loans and borrowings.

iii) Offsetting of financial instruments ~~that~~

Financial assets and financial liabilities are ~~not designated~~offset and ~~effective as hedging instruments are accounted for at FVTPL.~~

~~All income and expenses relating to financial assets that are recognised~~the net amount is reported in the consolidated statement of ~~comprehensive income are presented within finance costs, finance income or other~~ financial ~~items, except for impairment of trade receivables, which~~position if there is ~~presented within selling, general~~a currently enforceable legal right to offset the recognised amounts and ~~administrative expenses.~~there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

~~F-12~~

iv) Impairment

The Group recognises an allowance for expected credit losses (ECLs) for trade receivables and contract assets. The Group applies the simplified approach available in IFRS 9. The allowance is calculated by reference to credit losses expected to be incurred over the lifetime of the receivable. In estimating a loss allowance we consider historical experience and forward-looking informed credit assessment relating to customer specific trends and conditions alongside other factors such as the current state of the economy and particular industry issues. We consider reasonable and supportable information that is relevant and available without undue cost or effort. Due to the global financial uncertainty arising from the COVID-19 pandemic, management has considered the elevated credit risk on trade receivables. In addition, certain balances (where there was an objective evidence of credit impairment) have been provided for on an individual basis.


~~10.~~	~~Property, plant and equipment~~

K. Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of an item of property, plant and equipment comprises:

(a) its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates;

(b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management; and

(c) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period for purposes other than to produce inventories during that period.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items.

Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between net proceeds from disposal and the carrying amount of the item) is recognised in the statement of comprehensive income.

(ii) Subsequent costs

Subsequent expenditure is capitalised only when it is probable that future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance are expensed as incurred.

(iii) Depreciation

Items of property, plant and equipment are depreciated on a straight-line basis in profit or loss over the estimated useful lives of each component. Leased assets are depreciated over the shorter of the leased term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the leased term. Land is not depreciated.

Items of property, plant and equipment are depreciated from the date they are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:



Computers and equipment	3 - 5 years
Fixtures and fittings	5 years
Leasehold improvement fittings	Over the lease term
Motor vehicles	5 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.


~~11.~~	~~Intangible assets and goodwill~~

L. Intangible assets and goodwill

(i) Goodwill

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in our business combinations. Goodwill is not amortised and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets generated by new acquisitions are separately assessed for impairment in the year in which the acquisition occurred and are assessed on a consolidated basis with all other acquired intangible assets beginning in the year following the acquisition.

~~F-13~~

Events or changes in circumstances that could trigger an impairment review include a significant adverse change in business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Group’s use of the acquired assets or the strategy for the Group’s overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations.

If the fair value of the reporting unit is less than book value, the carrying amount of the goodwill is compared to its recoverable amount. The estimate of recoverable amount may require valuations of certain internally generated and unrecognised intangible assets. If the carrying amount of goodwill exceeds the recoverable amount of that goodwill, an impairment loss is recognised in an amount equal to the excess. The Group tests for goodwill impairment on 30 June of each year.

(ii) Other intangible assets

Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses.

Other intangible assets that are acquired by the Group in a business combination and have finite useful lives are measured at fair value at acquisition date less accumulated amortisation and accumulated impairment losses.

(iii) Internally-generated intangible assets

Intangible assets arising from development are recognized if, and only if, all the following have been demonstrated:

- the technical feasibility of completing the intangible asset so that it will be available for use or sale;

- the intention to complete the intangible asset and use or sell it;

- the ability to use or sell the intangible asset;

- how the intangible asset will generate probable future economic benefits;

- the ability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and

- the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated assets is the sum of expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred. Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

(iv) Subsequent expenditure

Subsequent expenditure is only capitalised when it increases the future economic benefits embodied in the specific asset to which is relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the statement of comprehensive income as incurred.

~~(iv)~~(v) Amortisation

Except for goodwill, intangible assets are amortised on a straight-line basis in the statement of comprehensive income over their estimated useful lives, from the date they are available for use.



Client relationship	5 - 10 years
Trade name	5 years
Supplier relationships	5 years
Non-compete agreement	3 years
Computer software	3 - 10 years
Licences	Shorter of licence period and up to 3 years

Software - own work capitalised
~~12.~~	~~Lease agreements~~3 - 5 years




Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing the right to receive one Class A ordinary share, nominal value £0.02 per share	DAVA	New York Stock Exchange
Class A ordinary shares, nominal value £0.02 per share*		New York Stock Exchange



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
	¨ xYes	x¨ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
	¨ Yes	x No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
	x Yes	¨ No
Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).
	x Yes	¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,~~"accelerated~~” “accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨x	Accelerated filer ¨	Non-accelerated filer x¨	Emerging growth company x¨
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
	U.S. GAAP ¨	International Financial Reporting Standards as issued by the International Financial Reporting Standards Board x	Other ¨
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
	Item 17 ¨	Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
	¨ Yes	x No


	Fiscal Year Ended June 30,												Fiscal Year Ended June 30,
	2018			2017			2016			2015			2020			2019			2018			2017			2016
	(pounds in thousands)												(pounds in thousands)
Revenue growth rate at constant currency⁽¹⁾	37.2		%	28.5		%	36.6		%	32.6		%	21.0		%	31.1		%	37.2		%	28.5		%	36.6		%
Average number of employees involved in delivery of our services⁽²⁾	3,957			3,181			2,336			1,645			5,633			4,902			3,957			3,181			2,336
Revenue concentration⁽³⁾	41.5		%	49.1		%	53.7		%	65.5		%	38.1		%	37.7		%	41.5		%	49.1		%	53.7		%
Number of large clients⁽⁴⁾	46			34			26			18			65			63			46			34			26
Adjusted profit before taxes margin⁽⁵⁾	15.4		%	15.8		%	19.7		%	19.2		%	19.5		%	18.0		%	15.4		%	15.8		%	19.7		%
Free cash flow⁽⁶⁾	£	28,727		£	11,186		£	10,115		£	9,492
Adjusted free cash flow⁽⁶⁾													£	31,446		£	29,806		£	28,727		£	11,186		£	10,115


	Fiscal Year Ended June 30,												Fiscal Year Ended June 30,
	2018			2017			2016			2015			2020			2019			2018			2017			2016
	(pounds in thousands)												(pounds in thousands)
Revenue	£	217,613		£	159,368		£	115,432		£	84,107		£	350,950		£	287,930		£	217,613		£	159,368		£	115,432
Revenue period-over-period growth rate	36.5		%	38.1		%	37.2		%	31.6		%	21.9		%	32.3		%	36.5		%	38.1		%	37.2		%
Estimated impact of foreign currency exchange rate fluctuations	0.7		%	(9.6		)%	(0.6		)%	1.0		%	(0.9		)%	(1.2		)%	0.7		%	(9.6		)%	(0.6		)%
Revenue growth rate at constant currency	37.2		%	28.5		%	36.6		%	32.6		%	21.0		%	31.1		%	37.2		%	28.5		%	36.6		%



	Year Ended June 30,
	2018	2017	2016	2015	2014	2013
High	1.4332	1.3429	1.5731	1.7165	1.7105	1.6275
Low	1.2787	1.2118	1.3217	1.4648	1.4837	1.4877
Rate at end of period	1.3197	1.2995	1.3242	1.5727	1.7105	1.5210
Average rate per period	1.3504	1.2736	1.4686	1.5714	1.6372	1.5688



*	Not for trading, but only in connection with the registration of the American Depositary Shares.



Certain Defined Terms and Presentation of Financial Information	iii
Cautionary Statement Regarding Forward-Looking Statements	iv
Market and Industry Data	vi

Part 1	1
Item 1. Identity of Directors, Senior Management and Advisers	1
Item 2. Offer Statistics and Expected Timetable	1
Item 3. Key Information	1
A. Selected Financial Data	1
B. Capitalization and Indebtedness	4
C. Reason for the Offer and Use of Proceeds	4
D. Risk Factors	5
Item 4. Information on the Company	40
Item4A. Unresolved Staff Comments	59
Item 5. Operating and Financial Review and Prospects	59
A. Operating Results	64
B. Liquidity and Capital Resources	72
C. Research and Development, Patents and Licenses	74
D. Trend Information	74
E. Off Balance Sheet Arrangements	74
F. Contractual Obligations	75
G. Safe Harbor	75
Item 6. Directors, Senior Management and Employees	75
A. Directors and Senior Management	76
B. Compensation	78
C. Board Practices	90
D. Employees	93
E. Share Ownership	93
Item 7. Major Shareholders and Related Party Transactions	93
Item 8. Financial Information	98
A. Consolidated Financial Statements and Other Financial Information	98
B. Significant Changes	99
Item 9. The Offer and Listing	99
Item 10. Additional Information	99
A. Share Capital	99
B. Memorandum and Articles of Association	99
C. Material Contracts	100
D. Exchange Controls	100
E. Taxation	100
F. Dividends and Paying Agents	107
G. Statement by Experts	107



H. Documents on Display	108
I. Subsidiary Information	108
Item 11. Quantitative and Qualitative Disclosures About Market Risk	108
Item 12. Description of Securities Other than Equity Securities	109

Part II	111
Item 13. Defaults, Dividend Arrearages and Delinquencies	111
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	111
Item 15. Controls and Procedures	111
Item 16.	115
Item 16A. Audit Committee Financial Expert	115
Item 16B. Code of Business Conduct and Ethics	115
Item 16C. Principal Accountant Fees and Services	115
Item 16D. Exemption from the Listing Standards for Audit Committees	116
Item 16E. Purchases of Equity Securities by the Issuer	116
Item 16F. Change in Registrant’s Certifying Accountant	116
Item 16G. Corporate Governance	116
Item 16H. Mine Safety Disclosure	116

Part III	116
Item 17. Financial Statements	116
Item 18. Financial Statements	116
Item 19. Exhibits	117

Index to Consolidated Financial Statements	F-1


(1)	Working capital is defined as total current assets minus total current liabilities.


(3)	We monitor our revenue concentration to better understand our dependence on large clients on a period-over-period basis and to monitor our success in diversifying our revenue basis. We define revenue concentration as the percent of our total revenue derived from our 10 largest clients by revenue in each period presented.


(4)	We monitor our number of large clients to better understand our progress in winning large contracts on a period-over-period basis. We define number of large clients as the number of clients from whom we generated more than £1.0 million of revenue in the prior 12-month period.


(5)	We monitor our adjusted profit before taxes margin, or Adjusted PBT Margin, to better understand our ability to manage operational costs, to evaluate our core operating performance and trends and to develop future operating plans. In particular,



	September 2018	August 2018	July 2018	June 2018	May 2018	April 2018
High	1.3237	1.3120	1.3266	1.3429	1.3611	1.4332
Low	1.2833	1.2685	1.2987	1.3095	1.3258	1.3751
Rate at end of period	1.3053	1.2964	1.3125	1.3197	1.3289	1.3751



Location	Type/Use	Approximate Size(square meters)
Central Europe:
Cluj, Romania	Delivery ~~centre~~center	~~10,682~~11,562
Bucharest, Romania	Delivery ~~centre~~center	~~8,790~~10,707
Chisinau, Moldova	Delivery center	10,607
Belgrade, Serbia	Delivery ~~centre~~center	~~6,460~~6,346
Iasi, Romania	Delivery ~~centre~~center	~~5,196~~
~~Chisinau, Moldova~~	~~Delivery centre~~	~~4,809~~
~~Skopje, Macedonia~~	~~Delivery centre~~	~~3,189~~5,901
Sofia, Bulgaria	Delivery ~~centre~~center	~~2,116~~4,461
Skopje, North Macedonia	Delivery center	3,189
Timisoara, Romania	Delivery center	1,426
Pitesti, Romania	Delivery ~~centre~~center	851
Brasov, Romania	Delivery center	580
Targu Mures, Romania	Delivery ~~centre~~center	~~383~~
~~Timisoara, Romania~~	~~Delivery centre~~	~~330~~573
Western and Northern Europe:
Berlin, Germany	Office premises	2,035
London, United Kingdom	Office premises	1,033
Frankfurt, Germany	Office premises	551
Hilversum, Netherlands	Office premises	296
Edinburgh, United Kingdom	Office premises	286
Denmark, Copenhagen	Office premises	64
Vienna, Austria	Office premises	9
Latin America:
Medellin, Colombia	Delivery center	5,909
Bogota, Colombia	Delivery ~~centre~~center	~~3,816~~3,815
Rosario, Argentina	Delivery ~~centre~~center	~~1,637~~
~~Medellin, Colombia~~	~~Delivery centre~~	~~2,093~~1,939
Caracas, Venezuela	Delivery ~~centre~~center	929
Rio Negro, Uruguay	Delivery ~~centre~~center	563
Buenos Aires, Argentina	Delivery ~~centre~~center	515
Colonia, Uruguay	Delivery ~~centre~~center	452
Parana, Argentina	Delivery ~~centre~~center	302
North America:
New Jersey, USA	Office premises	749
New York, USA	Office premises	~~644~~478
Washington, USA	Office premises	~~156~~397
~~Denver, United States~~Texas, USA	Office premises	15200
~~Atlanta, United States~~California, USA	Office premises	18100



Employees (including directors) by geography	Fiscal Year Ended June 30,
Employees (including directors) by geography	2020	2019	2018
Western Europe⁽¹⁾	448	254	232
Central Europe - EU Countries	3,368	3,062	2,578
Sub-total: EU Countries (Western & Central Europe)	3,816	3,316	2,810
Central Europe - Non-EU Countries	1,810	1,583	1,279
Latin America	895	780	665
North America	103	75	65
Total	6,624	5,754	4,819



Revenue	Fiscal Year Ended June 30,
Revenue	2020	2019	2018
Over £5 Million	15	15	8
£2 - £5 Million	31	26	22
£1 - £2 Million	19	22	16
Less than £1 Million	351	212	212
Total⁽¹⁾	416	275	258



Revenue	Fiscal Year Ended June 30,
Revenue	2018	2017	2016
Over £5 Million	8	5	5
£2 - £5 Million	22	17	11
£1 - £2 Million	16	12	10
Less than £1 Million	212	154	128
Total	258	188	154


Employees by geography	Fiscal Year Ended June 30,
Employees by geography	2018	2017	2016
Employees (including directors) by geography				Fiscal Year Ended June 30,
Employees (including directors) by geography				2020	2019	2018
Western Europe(1)	232	233	237	448	254	232
Central Europe - EU Countries	2,578	2,314	1,572	3,368	3,062	2,578
Sub-total: EU Countries (Western & Central Europe)	2,810	2,547	1,809	3,816	3,316	2,810
Central Europe - Non-EU Countries	1,279	1,073	928	1,810	1,583	1,279
Latin America⁽¹⁾	665	68	—	895	780	665
North America	65	56	58	103	75	65
Total	4,819	3,744	2,795	6,624	5,754	4,819


(1)	The increase from ~~2017~~2019 to ~~2018~~2020 in ~~Latin America~~Western Europe headcount includes ~~527~~25 employees in the United Kingdom acquired in connection with our acquisition of ~~Velocity Partners, LLC, or Velocity Partners,~~Intuitus in November 2019 and 156 employees in Germany and Austria acquired in connection with our acquisition of Exozet in December ~~2017.~~2019.



Revenue by geography	Fiscal Year Ended June 30,
Revenue by geography	2020		2019		2018
	(in thousands)
North America	£	100,089	£	79,231	£	45,600
Europe	85,882		79,186		73,442
United Kingdom	155,507		129,513		98,571
RoW⁽¹⁾	9,472		—		—
Total	£	350,950	£	287,930	£	217,613


Revenue by industry vertical	Fiscal Year Ended June 30,						Fiscal Year Ended June 30,
Revenue by industry vertical	2018		2017		2016		2020		2019		2018
	(in thousands)						(in thousands)
Payments and Financial Services	£	123,675	£	91,056	£	63,652	£	185,175	£	152,179	£	123,675
TMT	61,095		48,534		42,434		90,255		78,888		61,095
Other	32,843		19,778		9,346		75,520		56,863		32,843
Total	£	217,613	£	159,368	£	115,432	£	350,950	£	287,930	£	217,613



	Year Ended June 30,						% Change
	2018		2017		2016		2018 vs. 2017		2017 vs. 2016
	(pounds in thousands)
Revenue	£	217,613	£	159,368	£	115,432	36.5	%	38.1	%



	Three Months Ended
	June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017			March 31, 2017			December 31, 2016			September 30, 2016
	(pounds in thousands)
Consolidated Statement of Comprehensive Income:
Revenue	£	61,473		£	58,598		£	50,011		£	47,531		£	43,046		£	42,909		£	38,934		£	34,479
Cost of sales:
Direct cost of sales	(36,671		)	(35,783		)	(30,904		)	(29,417		)	(26,161		)	(26,720		)	(24,351		)	(21,621		)
Allocated cost of sales	(3,387		)	(3,235		)	(3,099		)	(2,947		)	(2,964		)	(2,660		)	(2,372		)	(1,911		)
Total cost of sales	(40,058		)	(39,018		)	(34,003		)	(32,364		)	(29,125		)	(29,380		)	(26,723		)	(23,532		)
Gross profit	21,415			19,580			16,008			15,167			13,921			13,529			12,211			10,947
Selling, general and administrative expenses	(14,982		)	(13,705		)	(9,832		)	(8,218		)	(7,558		)	(6,895		)	(7,159		)	(5,939		)
Operating profit	6,433			5,875			6,176			6,949			6,363			6,634			5,052			5,008
Net finance (costs) / income	247			(370		)	(153		)	(507		)	(842		)	(426		)	380			(469		)
Profit before tax	6,680			5,505			6,023			6,442			5,521			6,208			5,432			4,539
Tax on profit on ordinary activities	(1,782		)	(1,286		)	(1,250		)	(1,357		)	(1,239		)	(1,392		)	(1,219		)	(1,018		)
Net profit	£	4,898		£	4,219		£	4,773		£	5,085		£	4,282		£	4,816		£	4,213		£	3,521
Other Financial Data:
Profit before tax margin	10.9		%	9.4		%	12		%	13.6		%	12.8		%	14.5		%	14		%	13.2		%
Non-IFRS Measures:
Adjusted profit before taxes margin⁽¹⁾	15.7		%	14.5		%	15.0		%	16.4		%	16.1		%	16.7		%	14.4		%	16.1		%


	Year Ended June 30,									Year Ended June 30,
	2018 (£)			2017 (£)			2016 (£)			2020 (£)			2019 (£)			2018 (£)
	(in thousands)									(in thousands)
Cash and cash equivalents at beginning of the year	£	23,571		£	12,947		£	13,362		£	70,172		£	15,048		£	23,571
Net cash from operating activities	33,984			14,740			10,897			40,243			35,348			33,984
Net cash used in investing activities	(31,792		)	(19,499		)	(7,260		)	(29,748		)	(10,051		)	(31,792		)
Net cash from / (used in) provided by financing activities	(10,732		)	14,838			(4,618		)
Net cash from / (used in) financing activities										20,878			26,355			(10,732		)
Effects of exchange rates on cash and cash equivalents	17			545			566			(218		)	3,472			17
Cash and cash equivalents at end of the year	£	15,048		£	23,571		£	12,947		£	101,327		£	70,172		£	15,048



	Class A Ordinary Shares Beneficially Owned		Class B Ordinary Shares Beneficially Owned		Class C Ordinary Shares Beneficially Owned		Total Voting Power
	Shares	%	Shares	%	Shares	%	%
Name of Beneficial Owner
5% or Greater Shareholders
Employee Benefit Trust⁽¹⁾	4,703,980	39.2	—	—	—	—	1.58
Alex Day⁽²⁾	—	—	3,419,610	12.6	—	—	11.46
Goran Stevanovic⁽³⁾	—	—	1,662,500	6.1	—	—	5.57
David Heron⁽⁴⁾	—	—	894,570	3.28	2,105,430	15.28	3.70
Sarah Fraser⁽⁵⁾	—	—	—	—	1,273,595	9.24	*
Norman Fraser⁽⁶⁾	—	—	—	—	1,120,600	8.13	*
Robert Spittal⁽⁷⁾	—	—	—	—	1,023,890	7.43	*
David Feltham⁽⁸⁾	—	—	—	—	898,390	6.52	*
Ken Watt⁽⁹⁾	—	—	—	—	750,000	5.44	*
Simon Rust⁽¹⁰⁾	—	—	—	—	771,505	5.6	*

Executive Officers and Directors:
John Cotterell⁽¹¹⁾	—	—	9,891,475	36.3	—	—	33.15
Mark Thurston⁽¹²⁾	500	*	4,250	*	—	—	*
Rob Machin⁽¹³⁾	—	—	561,335	2.1	—	—	1.88
Julian Bull⁽¹⁴⁾	—	—	1,153,010	4.23	—	—	3.86
Andrew Allan⁽¹⁵⁾	—	—	412,700	1.51	—	—	1.38
Ben Druskin⁽¹⁶⁾	25,000	*	11,375	*	—	—	*
Michael Kinton⁽¹⁷⁾	—	—	2,370,390	8.7	—	—	7.95
David Pattillo⁽¹⁸⁾	10,000	*	11,375	*	—	—	*
Trevor Smith⁽¹⁹⁾	2,000	*	61,375	*	—	—	*
All current executive officers and directors as a group (9 persons)⁽²⁰⁾	37,500	*	14,477,285	53.11	—	—	48.54



	Per ADS
	High		Low
Month Ended:
October 2018 (through October 9, 2018)	$	30.74	$	26.16
September 2018	$	29.80	$	25.45
August 2018	$	30.43	$	25.50
July 2018 (beginning July 28, 2018)	$	25.20	$	23.25



	2018 £’000		2017 £’000
UK	£	27,209	£	27,028
North America	45,717		6,350
Europe	5,246		4,996
Other	2,261		1,339
Total	£	80,433	£	39,713



	£’000

Less than 1 year	£	28,405
1 to 2 years	16,917
2 to 3 years	11,040
More than 3 years	4,228
Total	£	60,590


	2018 No.		2017 No.		2016 No.		2020 No.		2019 No.		2018 No.
Average number of staff employed by the group during the year:
Average number of staff employed by the group during the year (including directors):
Number of operational staff	3,957		3,181		2,336		5,633		4,902		3,957
Number of administrative staff	373		283		190		601		503		373
Number of management staff	7		7		7		8		7		7
Total	4,337		3,471		2,533		6,242		5,412		4,337

	2018 £’000		2017 £’000		2016 £’000		2020 £’000		2019 £’000		2018 £’000
Aggregate payroll costs of the above were:
Wages and salaries	£	122,166	£	82,894	£	58,714	£	222,918	£	163,399	£	122,166
Social security and pension costs	15,336		14,850		8,643		16,288		13,767		15,336
Share-based compensation	1,505		854		768		15,663		12,022		1,505
Total	£	139,007	£	98,598	£	68,125	£	254,869	£	189,188	£	139,007


Deferred tax 2018	At 1 July 2017 £’000			Exchange Adjustments £’000			Credit / (Charge) to Profit and Loss £’000			Credit to Equity £’000		Acquisition £’000		At 30 June 2018 £’000
Deferred tax 2020																	At 1 July 2019 £’000			Exchange Adjustments £’000			Credit / (Charge) to Profit and Loss £’000			Credit to Equity £’000		Acquisition £’000			At 30 June 2020 £’000
Accelerated capital allowances	£	(76	)	£	(2	)	£	(9	)	£	—	£	—	£	(87	)	£	(130	)	£	—		£	85		£	—	£	—		£	(45	)
Tax losses	227			—			(165		)	—		—		62			867			—			32			—		—			899
Share-based compensation	271			—			309			1,090		—		1,670			6,854			—			1,016			1,015		—			8,885
Intangible assets	(2,490		)	(61		)	462			—		—		(2,089		)	(440		)	(167		)	344			—		(2,657		)	(2,920		)
Other temporary differences	349			(2		)	(247		)	—		—		100			366			(24		)	(70		)	—		388			660
Total	£	(1,719	)	£	(65	)	£	350		£	1,090	£	—	£	(344	)	£	7,517		£	(191	)	£	1,407		£	1,015	£	(2,269	)	£	7,479


Deferred tax 2017	At 1 July 2016 £’000			Exchange Adjustments £’000			Credit / (Charge) to Profit and Loss £’000			Credit to Equity £’000		Acquisition £’000			At 30 June 2017 £’000
Deferred tax 2019																		At 1 July 2018 £’000			Exchange Adjustments £’000			Credit / (Charge) to Profit and Loss £’000			Credit to Equity £’000		At 30 June 2019 £’000
Accelerated capital allowances	£	(34	)	£	—		£	(42	)	£	—	£	—		£	(76	)	£	(87	)	£	—		£	(43	)	£	—	£	(130	)
Tax losses	312			15			(100		)	—		—			227			62			—			805			—		867
Share-based compensation	117			(1		)	113			42		—			271			1,670			—			1,107			4,077		6,854
Intangible assets	(1,543		)	(141		)	269			—		(1,075		)	(2,490		)	(2,089		)	39			1,610			—		(440		)
Other temporary differences	724			3			(378		)	—		—			349			100			(5		)	271			—		366
Total	£	(424	)	£	(124	)	£	(138	)	£	42	£	(1,075	)	£	(1,719	)	£	(344	)	£	34		£	3,750		£	4,077	£	7,517



~~2018~~2020	£’000
Cost
At 1 July ~~2017~~2019	~~16,198~~36,760
Acquired through business combinations	~~24,212~~20,463
Effect of foreign exchange translations	~~652~~(338	)
At 30 June ~~2018~~2020	~~41,062~~56,885

~~2017~~2019
Cost
At 1 July ~~2016~~2018	~~11,321~~41,062
Acquired through business combinations	~~4,200~~—
Effect of foreign exchange translations	~~677~~(4,302	)
At 30 June ~~2017~~2019	~~16,198~~36,760

Net book value
At 30 June ~~2018~~2020	~~41,062~~56,885
At 30 June ~~2017~~2019	~~16,198~~36,760



	£’000
Initial cash consideration	15,976
Fair value of deferred consideration	1,677
Fair value of equity consideration	847
Fair value of credit loss utilisation refund consideration	215
Total consideration transferred	18,715



	Fair Value £’000
Intangible asset - Client relationships	6,955
Other intangible assets	1,030
Property, plant and equipment	128
Right-of-use asset	1,136
Deferred tax asset	604
Trade and other receivables	2,611
Cash and cash equivalents	801
Borrowings	(956	)
Trade and other payables	(1,501	)
Corporation tax payable	(310	)
Lease liability	(1,136	)
Deferred tax liability	(2,540	)
Fair value of identifiable net assets	6,822



	£’000
Consideration transferred	18,715
Fair value of identifiable net assets	(6,822	)
Goodwill	11,893



	£’000
Initial cash consideration	9,024
Fair value of deferred consideration	1,889
Fair value of equity consideration	3,110
Total consideration transferred	14,023



	£’000
Initial cash consideration	28,586
Fair value of deferred consideration	4,198
Fair value of contingent consideration	10,933
Fair value of tax refund consideration	1,170
Total consideration transferred	44,887