Cover
Cover | 6 Months Ended |
Dec. 31, 2022 | |
Document Information [Abstract] | |
Document Type | 6-K |
Entity File Number | 001-38607 |
Entity Registrant Name | ENDAVA PLC |
Entity Address, Address Line One | 125 Old Broad Street |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | EC2N 1AR |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2022 |
Entity Central Index Key | 0001656081 |
Current Fiscal Year End Date | --06-30 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - GBP (£) £ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of attribution of expenses by nature to their function [line items] | ||
REVENUE | £ 401,410 | £ 305,133 |
Cost of sales | (261,496) | (200,382) |
GROSS PROFIT | 139,914 | 104,751 |
Selling, general and administrative expenses | (76,242) | (59,624) |
Net impairment losses on financial assets | (3,644) | (1,812) |
OPERATING PROFIT | 60,028 | 43,315 |
Net finance (expense) / income | (1,189) | 683 |
PROFIT BEFORE TAX | 58,839 | 43,998 |
Tax on profit on ordinary activities | (12,092) | (8,047) |
PROFIT FOR THE PERIOD | 46,747 | 35,951 |
Items that may be reclassified subsequently to profit or loss: | ||
Exchange differences on translating foreign operations | 823 | (1,528) |
Total comprehensive income for the period | £ 47,570 | £ 34,423 |
EARNINGS PER SHARE: | ||
Weighted average number of shares outstanding - Basic (in shares) | 56,962,777 | 55,911,086 |
Weighted average number of shares outstanding - Diluted (in shares) | 57,923,559 | 57,880,029 |
Basic EPS (in gbp per share) | £ 0.82 | £ 0.64 |
Diluted EPS (in gbp per share) | £ 0.81 | £ 0.62 |
Direct cost of sales | ||
Disclosure of attribution of expenses by nature to their function [line items] | ||
Cost of sales | £ (249,253) | £ (189,292) |
Allocated cost of sales | ||
Disclosure of attribution of expenses by nature to their function [line items] | ||
Cost of sales | £ (12,243) | £ (11,090) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - GBP (£) £ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 |
ASSETS - NON-CURRENT | ||
Goodwill | £ 189,684 | £ 145,916 |
Intangible assets | 55,114 | 56,189 |
Property, plant and equipment | 24,768 | 21,260 |
Lease right-of-use assets | 62,034 | 50,818 |
Financial assets | 1,393 | 2,276 |
Deferred tax assets | 13,491 | 17,218 |
TOTAL | 346,484 | 293,677 |
ASSETS - CURRENT | ||
Trade and other receivables | 173,750 | 162,671 |
Corporation tax receivable | 2,343 | 2,309 |
Financial assets | 226 | 392 |
Cash and cash equivalents | 185,323 | 162,806 |
TOTAL | 361,642 | 328,178 |
TOTAL ASSETS | 708,126 | 621,855 |
LIABILITIES - CURRENT | ||
Lease liabilities | 13,768 | 11,898 |
Trade and other payables | 96,481 | 98,252 |
Corporation tax payable | 4,245 | 3,477 |
Contingent consideration | 6,385 | 4,183 |
Deferred consideration | 9,858 | 10,604 |
TOTAL | 130,737 | 128,414 |
LIABILITIES - NON CURRENT | ||
Lease liabilities | 53,953 | 43,999 |
Deferred tax liabilities | 11,021 | 10,826 |
Contingent consideration | 0 | 4,331 |
Deferred consideration | 1,407 | 1,062 |
Other liabilities | 545 | 500 |
TOTAL | 66,926 | 60,718 |
EQUITY | ||
Share capital | 1,150 | 1,135 |
Share premium | 21,389 | 9,152 |
Merger relief reserve | 30,003 | 30,003 |
Retained earnings | 462,767 | 398,102 |
Other reserves | (4,691) | (5,514) |
Investment in own shares | (155) | (155) |
TOTAL | 510,463 | 432,723 |
TOTAL LIABILITIES AND EQUITY | £ 708,126 | £ 621,855 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) - GBP (£) £ in Thousands | Total | Share capital | Share premium | Merger relief reserve | Investment in own shares | Retained earnings | Capital redemption reserve | Other reserves | Foreign exchange translation reserve | |
Beginning balance at Jun. 30, 2021 | [1] | £ 296,449 | £ 1,114 | £ 247 | £ 30,003 | £ (155) | £ 278,839 | £ 161 | £ 0 | £ (13,760) |
Equity-settled share-based payment transactions | 24,059 | 24,059 | ||||||||
Exercise of options | 4,310 | 16 | 4,294 | |||||||
Hyperinflation adjustment | 147 | 147 | ||||||||
Transaction with owners | 28,516 | 16 | 4,294 | 24,206 | ||||||
Profit for the period | 35,951 | 35,951 | ||||||||
Other comprehensive income | (1,528) | (1,528) | ||||||||
Total comprehensive income for the period | 34,423 | 35,951 | (1,528) | |||||||
Ending balance at Dec. 31, 2021 | 359,388 | 1,130 | 4,541 | 30,003 | (155) | 338,996 | 161 | 0 | (15,288) | |
Beginning balance at Jun. 30, 2022 | 432,723 | 1,135 | 9,152 | 30,003 | (155) | 398,102 | 161 | 1,505 | (7,180) | |
Equity-settled share-based payment transactions | 17,755 | 17,755 | ||||||||
Exercise of options | 2,277 | 13 | 2,264 | |||||||
Issue of shares related to acquisition | 9,975 | 2 | 9,973 | |||||||
Hyperinflation adjustment | 163 | 163 | ||||||||
Transaction with owners | 30,170 | 15 | 12,237 | 17,918 | ||||||
Profit for the period | 46,747 | 46,747 | ||||||||
Other comprehensive income | 823 | 823 | ||||||||
Total comprehensive income for the period | 47,570 | 46,747 | 823 | |||||||
Ending balance at Dec. 31, 2022 | £ 510,463 | £ 1,150 | £ 21,389 | £ 30,003 | £ (155) | £ 462,767 | £ 161 | £ 1,505 | £ (6,357) | |
[1]Restated to include the effects of IFRIC agenda decision on cloud configuration and customisation costs and to include the effect of revisions arising from provisional to final acquisition accounting for Five and Levvel (refer to note 3C from our Annual Report on Form 20-F for the fiscal year ended June 30, 2022 for details). |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - GBP (£) £ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES | ||
Profit for the period | £ 46,747 | £ 35,951 |
Income tax charge | 12,092 | 8,047 |
Non-cash adjustments | 24,974 | 32,970 |
Tax paid | (10,047) | (5,701) |
Net changes in working capital | (7,635) | (16,396) |
Net cash from operating activities | 66,131 | 54,871 |
INVESTING ACTIVITIES | ||
Purchase of non-current assets (tangibles and intangibles) | (7,591) | (7,398) |
Proceeds from disposal of non-current assets | 16 | 171 |
Payment for acquisition of subsidiary, net of cash acquired | (32,397) | (611) |
Interest received | 797 | 20 |
Net cash used in investing activities | (39,175) | (7,818) |
FINANCING ACTIVITIES | ||
Proceeds from sublease | 237 | 277 |
Repayment of lease liabilities | (6,491) | (7,123) |
Interest paid | (423) | (475) |
Grant received | 220 | 43 |
Issue of shares | 2,266 | 4,299 |
Net cash used in financing activities | (4,191) | (2,979) |
Net change in cash and cash equivalents | 22,765 | 44,074 |
Cash and cash equivalents at the beginning of the period | 162,806 | 69,884 |
Exchange differences on cash and cash equivalents | (248) | 218 |
Cash and cash equivalents at the end of the period | £ 185,323 | £ 114,176 |
General Information
General Information | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of general information about financial statements [Abstract] | |
General Information | 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’s expertise spans the entire ideation-to-production spectrum, creating value for our clients through creation of Product and Technology Strategies and Intelligent Digital Experiences, delivered via world-class engineering and through our broad technical capabilities, grouped into four key areas: Define, Design, Build and Run & Evolve. These unaudited condensed consolidated financial statements incorporate the financial statements of the Group and entities controlled by the Group as of and for the six months ended December 31, 2022. These condensed financial statements were authorised for issue by the Company's Board of Directors on March 21, 2023. |
Application of New and Revised
Application of New and Revised International Financial Reporting Standards ("IFRSs") | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of changes in accounting policies, accounting estimates and errors [Abstract] | |
Application of New and Revised International Financial Reporting Standards (IFRS) | Application of New and Revised International Financial Reporting Standards (“IFRSs”) Several other amendments and interpretations apply for the first time in fiscal year 2023, but do not have a material impact on these unaudited condensed consolidated financial statements. The Group does not anticipate that adoption of the following IFRSs will have a material effect on the Group’s consolidated financial statements and related disclosures. Effective for annual periods beginning on or after January 2022: • Amendments to Annual Improvements to IFRS Standards 2018-2020 • Amendments to IFRS 3: Business Combinations • Amendments to IAS 16: Property, Plant and Equipment • Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets Effective for annual periods beginning on or after January 2023: • IFRS 17 - Insurance Contracts • Amendments to IFRS 17: Insurance contracts: Initial Application of IFRS 17 and IFRS 9 - Comparative Information • Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies • Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction Effective for annual periods beginning on or after January 2024: • Amendment to IFRS 16: Subsequent measurement requirements for sale and leaseback transactions • Amendment to IAS 1: Non-current Liabilities with Covenants • Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities as Current or Non-current |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of significant accounting policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies a. Statement of compliance These unaudited condensed consolidated financial statements have been prepared on the basis of accounting policies consistent with those applied in the consolidated financial statements and notes thereto for the year ended June 30, 2022 contained in the Group's Annual Report on Form 20-F filed with the United States Securities and Exchange Commission (the “SEC”) on October 31, 2022 (File No. 001-38607). The principal accounting policies adopted by the Group in the preparation of the condensed consolidated financial statements are set out below. b. Basis of Preparation These condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended June 30, 2022. These condensed consolidated financial statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements. c. Functional and Presentation Currency The unaudited condensed 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. d. Use of Estimates and Judgments The preparation of condensed 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. e. Going concern 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 its customers in keeping their supply chains running. In accordance with IAS 1 “Presentation of financial statements”, and revised FRC (“Financial Reporting Council") 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 going concern for the foreseeable future. In doing so, the Directors have reviewed the Group’s budget and forecasts, and have taken into account all available information about the future for a period of at least, but not limited to, 12 months from the date of approval of these condensed consolidated financial statements. Having considered the outcome of these assessments, the Directors believe that the Group has adequate resources to continue operations for the foreseeable future, being at least 12 months from the date of approval of these condensed consolidated financial statements, and accordingly continue to adopt the going concern basis in preparing the condensed consolidated financial statements. f. Basis of Consolidation (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 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 recognized 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 with a finite useful life by performing an analysis of cash flows based on historical experience of the acquired business. Intangible assets are amortized 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 the statement of comprehensive income. 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 unrealized 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. g. Revenue The Group generates revenue primarily from the provision of its services and recognise revenue in accordance with IFRS 15 – “Revenue from Contracts with Customers.” Revenue is measured at fair value of the consideration received, excluding discounts, rebates and taxes. The Group’s services are generally performed under time-and-material based contracts (where materials consist of travel and out-of-pocket expenses) and fixed-price contracts. The vast majority of our contracts are relatively short term in nature and have a single performance obligation. Under time-and-materials based contracts, the Group charges for services based on daily or hourly rates and bills and collects monthly in arrears. The Company applies the practical expedient and revenue from time-and-materials contracts is recognised based on the right to invoice for services performed, with the corresponding cost of providing those services reflected as cost of sales when incurred. Under fixed-price contracts, the Group bills and collects periodically throughout the period of performance. Where the Group has an enforceable right to payment for performance to date, revenue is recognised as services are rendered using the input method based on costs incurred as a proportion of total costs expected to be incurred. This method of measuring progress faithfully depicts the transfer of the development services to the customer, as substantially all of these costs are the costs of Endava staff performing the work. In estimating the total cost to fully complete the development work, we consider our history with similar projects. In limited instances where final acceptance of a milestone deliverable is specified by the client and there is risk or uncertainty of acceptance, revenue is deferred until all acceptance criteria have been met and is recognised using the output method. For multi-year contracts, any deferral of revenue recognition does not generally span more than one accounting period. In addition to provision of IT services priced as either time-and-material or fixed price contracts, a small portion of our revenue is generated from managed service contracts, which can include components of both time-and-material and fixed price. Under managed service contracts, the Group typically bills and collects upon executing the applicable contract and typically recognises revenue over the service period, based on the unit pricing defined. Variable consideration usually takes the form of volume-based discounts, service level credits, price concessions or incentives. Determining the estimated amount of such variable consideration involves assumptions and judgment that can have an impact on the amount of revenues reported. The Group accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. |
Operating Segment Analysis
Operating Segment Analysis | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of entity's operating segments [Abstract] | |
Operating Segment Analysis | Operating Segment AnalysisOperating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding on how to allocate resources and in assessing performance. The CODM is considered to be the Group’s chief executive officer (“CEO”). The CEO reviews financial information presented on a Group level basis for purposes of making operating decisions and assessing financial performance. Therefore, the Group has determined that it operates in a single operating and reportable segment. |
Revenue
Revenue | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of revenue from contracts with customers [Abstract] | |
Revenue | Revenue Set out below is the disaggregation of the Group’s revenue from contracts with customers by geographical market, based on where the service is being delivered to: Six months Ended December 31 2022 2021 UK 158,700 125,471 North America 135,088 108,664 Europe 89,430 62,834 Rest of the world 18,192 8,164 Total 401,410 305,133 The Group's revenue by industry sector is as follows: Six months Ended December 31 2022 2021 Payments and Financial Services 210,639 154,020 TMT (1) 88,908 75,822 Other 101,863 75,291 Total 401,410 305,133 (1) Technology, Media and Telecommunications ("TMT") |
Particulars of Employees (inclu
Particulars of Employees (including Directors) | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of additional information [Abstract] | |
Particulars of Employees (including Directors) | Particulars of Employees (including Directors) Six Months Ended December 31 2022 2021 The average number of staff employed by the group during the period (including directors): Number of operational staff 11,032 8,825 Number of administrative staff 1,071 879 Number of management staff 8 8 Total 12,111 9,712 |
Tax on Profit on Ordinary Activ
Tax on Profit on Ordinary Activities | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of income tax [Abstract] | |
Tax on Profit on Ordinary Activities | Tax on Profit on Ordinary Activities Six Months Ended December 31 2022 2021 Current tax 12,092 8,047 Tax for the six months ended December 31, 2022 is charged using the Group’s best estimate of the average annual effective rate expected for the full year applied to the profit before tax of the six month period plus the impact of any one off tax items arising in the period. The resulting effective rate for the six months ended December 31, 2022 is 20.6% (six months ended December 31, 2021: 18.3%). |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of earnings per share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share Basic EPS is calculated by dividing the profit for the period attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the period. Six Months Ended December 31 2022 2021 Profit for the year, attributable to equity holders of the company 46,747 35,951 Six Months Ended December 31 2022 2021 Weighted average number of shares outstanding 56,962,777 55,911,086 Earnings per share - basic (£) 0.82 0.64 Diluted earnings per share Diluted EPS is calculated by dividing the profit for the period attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of shares that would be issued if all dilutive potential ordinary shares were converted into ordinary shares. In accordance with IAS 33 "Earnings Per Share", the dilutive earnings per share are without reference to adjustments in respect of outstanding shares when the impact would be anti-dilutive. Six Months Ended December 31 2022 2021 Profit for the year, attributable to equity holders of the company 46,747 35,951 Six Months Ended December 31 2022 2021 Weighted average number of shares outstanding 56,962,777 55,911,086 Diluted by: options in issue and contingently issuable shares 960,782 1,968,943 Weighted average number of shares outstanding (diluted) 57,923,559 57,880,029 Earnings per share - diluted (£) 0.81 0.62 |
Cash Flow Adjustments and Chang
Cash Flow Adjustments and Changes in Working Capital | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of cash flow statement [Abstract] | |
Cash Flow Adjustments and Changes in Working Capital | Cash Flow Adjustments and Changes in Working Capital Six Months Ended December 31 Non-cash adjustments 2022 2021 Depreciation, amortisation and impairment of non-current assets 16,087 14,186 Interest income (797) (20) Interest expense 1,175 1,053 Foreign exchange loss / (gain) 1,993 (2,164) Grant income (1,319) (60) Research and development tax credit (1,200) (1,000) Share-based compensation expense 15,909 20,916 Fair value movement on contingent consideration (7,143) — Hyperinflation effect loss 5 7 Fair value movement of financial liabilities 286 217 Gain on disposal of non-current assets (21) (81) Gain on right of use assets disposals (1) (84) Total non-cash adjustments 24,974 32,970 Six Months Ended December 31 Net changes in working capital 2022 2021 Increase in trade and other receivables (6,580) (24,909) (Decrease) / Increase in trade and other payables (1,055) 8,513 Total changes in working capital (7,635) (16,396) |
Acquisitions of Subsidiaries
Acquisitions of Subsidiaries | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about business combination [abstract] | |
Business combinations | Business combinations On October 6, 2022, Endava announced the acquisition of all of the issued and outstanding equity of Lexicon Digital Pty Ltd and Lexicon Consolidated Holdings Pty Ltd, headquartered in Melbourne, Australia (“Lexicon”). Lexicon is an Australian-based technology consulting, design and engineering firm who partners with clients to build new digital solutions or accelerate digital transformation programs across enterprise systems, products and IoT using an agile delivery methodology. Lexicon’s clients include Australia’s market leaders in the insurance and wealth management sectors and an array of companies in other sectors, including entertainment, retail, agribusiness and automotive. Lexicon has 127 billable staff member in Australia (with offices in Melbourne and Sydney) and Vietnam (Ho Chi Minh). The acquisition accounting of Lexicon was considered provisional as at 31 December 2022, pending final conclusion on the fair value of total consideration transferred, fair value of net assets acquired and resulting goodwill. The consideration includes elements of cash, equity, deferred and contingent consideration. The following table summarises the acquisition date fair values of each major class of consideration transferred: £’000 Initial cash consideration 32,025 Equity consideration 9,975 Fair value of deferred consideration 1,416 Fair value of contingent consideration 4,959 Total consideration transferred 48,375 Under the Lexicon Share Purchase Agreement, the Group paid the former equity holders of Lexicon a cash purchase price of £32.0 million, including post closing adjustments on the cash, debt and working capital of Lexicon. 144,926 Class A shares were issued to the Sellers subject to a lock-up period with a fair value of equity consideration of £10.0 million, using a share price at acquisition date of £44.92. In addition, the Group recognised a deferred consideration with a fair value of £1.4 million attributed to a holdback amount, payable within 24 months of acquisition date. The deferred consideration is measured at amortised cost using the effective interest rate method. The fair value at the balance sheet date approximates to its carrying value. The Group also recognised a fair value of £5.0 million of consideration contingent upon fulfillment of certain earn-out conditions related to revenue and EBITDA of Lexicon during the earn-out period. Management estimated 59% payout of the contingent consideration using probability-weighted outcomes. The fair value was then determined by applying an appropriate discount rate that embeds the risk included in the projections used in the scenarios. Any subsequent revaluations to contingent consideration as a result of changes in such estimations are recognised in the consolidated statement of comprehensive income. Under the Lexicon Purchase Agreement, there are other amounts in the form of restricted share units under the 2018 Equity Incentive Plan, that are payable in future periods based on the continued service of certain Lexicon employees. As all restricted share units are based on continued service provided to the post-combination entity, they have been excluded from consideration and will instead be accounted for as ongoing remuneration under IFRS 2. The Company's allocation of the total purchase consideration amongst the net assets acquired is as follows: £’000 Intangible assets - client relationships 4,532 Property, plant and equipment 51 Right of use assets 299 Deferred tax asset 136 Cash and cash equivalents 1,824 Trade and other receivables 2,098 Lease liabilities (319) Trade and other payables (1,192) Corporation tax payable (825) Deferred tax liability (1,360) Fair value of net assets acquired 5,244 Other than intangible assets, the fair value approximates the carrying value of the net assets acquired. Intangible assets subject to valuation include client relationships. The multi period excess earnings method (“MEEM”) was applied to determine the fair value of the client relationship intangible asset. The fair value determined under this approach is a function of the following: (1) future revenues expected to be generated by these assets and the profitability of these assets; (2) identification of the contribution of other tangible and intangible assets to the cash flows of these assets to apply an appropriate capital charge against the cash flows; and (3) determination of the appropriate risk-adjusted discount rate to calculate the present value of the stream of anticipated cash flows. An estimate was made by the Group regarding the amount of future revenues that could be attributed to Lexicon’s clients that existed as of the acquisition date. This revenue projection was based on management’s expectation of future revenue streams. As the estimate of fair value for the customer related asset is based on MEEM, consideration was given to contributions to earnings from “contributory assets” other than customer relationships, in order to isolate the cash flows attributable to the customer related asset inclusive of other assets. The after-tax residual cash flows attributable to existing customers were discounted to a present value. Deferred tax The deferred tax liability at acquisition on the client relationship was £1.4 million based on a book base of £4.5 million and a tax base of nil at the date of acquisition. Goodwill Goodwill arising from the acquisition has been recognised as follows: £’000 Consideration transferred 48,375 Fair value of net assets acquired (5,244) Goodwill 43,131 The goodwill arising from the acquisition represents the knowledge and experience of the workforce, who are instrumental to securing future revenue growth, the new customer relationships anticipated to arise post-acquisition and a proportion of goodwill that is, by its nature, unidentifiable and represents modus operandi of all the assets combined, which generates profits. |
Revolving Credit Facility
Revolving Credit Facility | 6 Months Ended |
Dec. 31, 2022 | |
Financial Instruments [Abstract] | |
Revolving Credit Facility | Revolving Credit FacilityOn February 9, 2023, Endava announced the successful closing of a £350 million unsecured, multicurrency revolving credit facility. This facility is for general business purposes, including future capital investments and development activities. The facility replaced Endava’s previous unsecured revolving credit facility of £200 million, which was due to expire on October 12, 2024. It also provides for uncommitted accordion options for up to an aggregate of £150 million in additional borrowing and has two renewal options for one year each. |
Business combinations
Business combinations | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about business combination [abstract] | |
Business combinations | Business combinations On October 6, 2022, Endava announced the acquisition of all of the issued and outstanding equity of Lexicon Digital Pty Ltd and Lexicon Consolidated Holdings Pty Ltd, headquartered in Melbourne, Australia (“Lexicon”). Lexicon is an Australian-based technology consulting, design and engineering firm who partners with clients to build new digital solutions or accelerate digital transformation programs across enterprise systems, products and IoT using an agile delivery methodology. Lexicon’s clients include Australia’s market leaders in the insurance and wealth management sectors and an array of companies in other sectors, including entertainment, retail, agribusiness and automotive. Lexicon has 127 billable staff member in Australia (with offices in Melbourne and Sydney) and Vietnam (Ho Chi Minh). The acquisition accounting of Lexicon was considered provisional as at 31 December 2022, pending final conclusion on the fair value of total consideration transferred, fair value of net assets acquired and resulting goodwill. The consideration includes elements of cash, equity, deferred and contingent consideration. The following table summarises the acquisition date fair values of each major class of consideration transferred: £’000 Initial cash consideration 32,025 Equity consideration 9,975 Fair value of deferred consideration 1,416 Fair value of contingent consideration 4,959 Total consideration transferred 48,375 Under the Lexicon Share Purchase Agreement, the Group paid the former equity holders of Lexicon a cash purchase price of £32.0 million, including post closing adjustments on the cash, debt and working capital of Lexicon. 144,926 Class A shares were issued to the Sellers subject to a lock-up period with a fair value of equity consideration of £10.0 million, using a share price at acquisition date of £44.92. In addition, the Group recognised a deferred consideration with a fair value of £1.4 million attributed to a holdback amount, payable within 24 months of acquisition date. The deferred consideration is measured at amortised cost using the effective interest rate method. The fair value at the balance sheet date approximates to its carrying value. The Group also recognised a fair value of £5.0 million of consideration contingent upon fulfillment of certain earn-out conditions related to revenue and EBITDA of Lexicon during the earn-out period. Management estimated 59% payout of the contingent consideration using probability-weighted outcomes. The fair value was then determined by applying an appropriate discount rate that embeds the risk included in the projections used in the scenarios. Any subsequent revaluations to contingent consideration as a result of changes in such estimations are recognised in the consolidated statement of comprehensive income. Under the Lexicon Purchase Agreement, there are other amounts in the form of restricted share units under the 2018 Equity Incentive Plan, that are payable in future periods based on the continued service of certain Lexicon employees. As all restricted share units are based on continued service provided to the post-combination entity, they have been excluded from consideration and will instead be accounted for as ongoing remuneration under IFRS 2. The Company's allocation of the total purchase consideration amongst the net assets acquired is as follows: £’000 Intangible assets - client relationships 4,532 Property, plant and equipment 51 Right of use assets 299 Deferred tax asset 136 Cash and cash equivalents 1,824 Trade and other receivables 2,098 Lease liabilities (319) Trade and other payables (1,192) Corporation tax payable (825) Deferred tax liability (1,360) Fair value of net assets acquired 5,244 Other than intangible assets, the fair value approximates the carrying value of the net assets acquired. Intangible assets subject to valuation include client relationships. The multi period excess earnings method (“MEEM”) was applied to determine the fair value of the client relationship intangible asset. The fair value determined under this approach is a function of the following: (1) future revenues expected to be generated by these assets and the profitability of these assets; (2) identification of the contribution of other tangible and intangible assets to the cash flows of these assets to apply an appropriate capital charge against the cash flows; and (3) determination of the appropriate risk-adjusted discount rate to calculate the present value of the stream of anticipated cash flows. An estimate was made by the Group regarding the amount of future revenues that could be attributed to Lexicon’s clients that existed as of the acquisition date. This revenue projection was based on management’s expectation of future revenue streams. As the estimate of fair value for the customer related asset is based on MEEM, consideration was given to contributions to earnings from “contributory assets” other than customer relationships, in order to isolate the cash flows attributable to the customer related asset inclusive of other assets. The after-tax residual cash flows attributable to existing customers were discounted to a present value. Deferred tax The deferred tax liability at acquisition on the client relationship was £1.4 million based on a book base of £4.5 million and a tax base of nil at the date of acquisition. Goodwill Goodwill arising from the acquisition has been recognised as follows: £’000 Consideration transferred 48,375 Fair value of net assets acquired (5,244) Goodwill 43,131 The goodwill arising from the acquisition represents the knowledge and experience of the workforce, who are instrumental to securing future revenue growth, the new customer relationships anticipated to arise post-acquisition and a proportion of goodwill that is, by its nature, unidentifiable and represents modus operandi of all the assets combined, which generates profits. |
Subsequent events
Subsequent events | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
Subsequent events | Subsequent eventsThere were no material subsequent events from the end of the reporting period until the date of signing of this report that would require and adjustment to or disclosure in the condensed consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of significant accounting policies [Abstract] | |
Application of New and Revised International Financial Reporting Standards (IFRS) | Several other amendments and interpretations apply for the first time in fiscal year 2023, but do not have a material impact on these unaudited condensed consolidated financial statements. The Group does not anticipate that adoption of the following IFRSs will have a material effect on the Group’s consolidated financial statements and related disclosures. Effective for annual periods beginning on or after January 2022: • Amendments to Annual Improvements to IFRS Standards 2018-2020 • Amendments to IFRS 3: Business Combinations • Amendments to IAS 16: Property, Plant and Equipment • Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets Effective for annual periods beginning on or after January 2023: • IFRS 17 - Insurance Contracts • Amendments to IFRS 17: Insurance contracts: Initial Application of IFRS 17 and IFRS 9 - Comparative Information • Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies • Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction Effective for annual periods beginning on or after January 2024: • Amendment to IFRS 16: Subsequent measurement requirements for sale and leaseback transactions • Amendment to IAS 1: Non-current Liabilities with Covenants • Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities as Current or Non-current |
Statement of compliance | Statement of compliance These unaudited condensed consolidated financial statements have been prepared on the basis of accounting policies consistent with those applied in the consolidated financial statements and notes thereto for the year ended June 30, 2022 contained in the Group's Annual Report on Form 20-F filed with the United States Securities and Exchange Commission (the “SEC”) on October 31, 2022 (File No. 001-38607). The principal accounting policies adopted by the Group in the preparation of the condensed consolidated financial statements are set out below. |
Basis of Preparation | Basis of PreparationThese condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended June 30, 2022. These condensed consolidated financial statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements. |
Functional and Presentation Currency | Functional and Presentation CurrencyThe unaudited condensed 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. |
Use of Estimates and Judgments | Use of Estimates and Judgments The preparation of condensed 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. |
Going concern | Going concern 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 its customers in keeping their supply chains running. In accordance with IAS 1 “Presentation of financial statements”, and revised FRC (“Financial Reporting Council") 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 going concern for the foreseeable future. In doing so, the Directors have reviewed the Group’s budget and forecasts, and have taken into account all available information about the future for a period of at least, but not limited to, 12 months from the date of approval of these condensed consolidated financial statements. Having considered the outcome of these assessments, the Directors believe that the Group has adequate resources to continue operations for the foreseeable future, being at least 12 months from the date of approval of these condensed consolidated financial statements, and accordingly continue to adopt the going concern basis in preparing the condensed consolidated financial statements. |
Basis of Consolidation | Basis of Consolidation (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 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 recognized 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 with a finite useful life by performing an analysis of cash flows based on historical experience of the acquired business. Intangible assets are amortized 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 the statement of comprehensive income. 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 unrealized 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. |
Revenue | Revenue The Group generates revenue primarily from the provision of its services and recognise revenue in accordance with IFRS 15 – “Revenue from Contracts with Customers.” Revenue is measured at fair value of the consideration received, excluding discounts, rebates and taxes. The Group’s services are generally performed under time-and-material based contracts (where materials consist of travel and out-of-pocket expenses) and fixed-price contracts. The vast majority of our contracts are relatively short term in nature and have a single performance obligation. Under time-and-materials based contracts, the Group charges for services based on daily or hourly rates and bills and collects monthly in arrears. The Company applies the practical expedient and revenue from time-and-materials contracts is recognised based on the right to invoice for services performed, with the corresponding cost of providing those services reflected as cost of sales when incurred. Under fixed-price contracts, the Group bills and collects periodically throughout the period of performance. Where the Group has an enforceable right to payment for performance to date, revenue is recognised as services are rendered using the input method based on costs incurred as a proportion of total costs expected to be incurred. This method of measuring progress faithfully depicts the transfer of the development services to the customer, as substantially all of these costs are the costs of Endava staff performing the work. In estimating the total cost to fully complete the development work, we consider our history with similar projects. In limited instances where final acceptance of a milestone deliverable is specified by the client and there is risk or uncertainty of acceptance, revenue is deferred until all acceptance criteria have been met and is recognised using the output method. For multi-year contracts, any deferral of revenue recognition does not generally span more than one accounting period. In addition to provision of IT services priced as either time-and-material or fixed price contracts, a small portion of our revenue is generated from managed service contracts, which can include components of both time-and-material and fixed price. Under managed service contracts, the Group typically bills and collects upon executing the applicable contract and typically recognises revenue over the service period, based on the unit pricing defined. Variable consideration usually takes the form of volume-based discounts, service level credits, price concessions or incentives. Determining the estimated amount of such variable consideration involves assumptions and judgment that can have an impact on the amount of revenues reported. The Group accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of revenue from contracts with customers [Abstract] | |
Summary of disaggregated revenue by geographical split | Set out below is the disaggregation of the Group’s revenue from contracts with customers by geographical market, based on where the service is being delivered to: Six months Ended December 31 2022 2021 UK 158,700 125,471 North America 135,088 108,664 Europe 89,430 62,834 Rest of the world 18,192 8,164 Total 401,410 305,133 The Group's revenue by industry sector is as follows: Six months Ended December 31 2022 2021 Payments and Financial Services 210,639 154,020 TMT (1) 88,908 75,822 Other 101,863 75,291 Total 401,410 305,133 (1) Technology, Media and Telecommunications ("TMT") |
Particulars of Employees (inc_2
Particulars of Employees (including Directors) (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of additional information [Abstract] | |
Schedule of particulars of employees (including directors) | Six Months Ended December 31 2022 2021 The average number of staff employed by the group during the period (including directors): Number of operational staff 11,032 8,825 Number of administrative staff 1,071 879 Number of management staff 8 8 Total 12,111 9,712 |
Tax on Profit on Ordinary Act_2
Tax on Profit on Ordinary Activities (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of income tax [Abstract] | |
Summary of current tax | Six Months Ended December 31 2022 2021 Current tax 12,092 8,047 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of earnings per share [Abstract] | |
Schedule of earnings per share | Six Months Ended December 31 2022 2021 Profit for the year, attributable to equity holders of the company 46,747 35,951 Six Months Ended December 31 2022 2021 Weighted average number of shares outstanding 56,962,777 55,911,086 Earnings per share - basic (£) 0.82 0.64 Six Months Ended December 31 2022 2021 Profit for the year, attributable to equity holders of the company 46,747 35,951 Six Months Ended December 31 2022 2021 Weighted average number of shares outstanding 56,962,777 55,911,086 Diluted by: options in issue and contingently issuable shares 960,782 1,968,943 Weighted average number of shares outstanding (diluted) 57,923,559 57,880,029 Earnings per share - diluted (£) 0.81 0.62 |
Cash Flow Adjustments and Cha_2
Cash Flow Adjustments and Changes in Working Capital (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of cash flow statement [Abstract] | |
Schedule of cash flow statement adjustments | Six Months Ended December 31 Non-cash adjustments 2022 2021 Depreciation, amortisation and impairment of non-current assets 16,087 14,186 Interest income (797) (20) Interest expense 1,175 1,053 Foreign exchange loss / (gain) 1,993 (2,164) Grant income (1,319) (60) Research and development tax credit (1,200) (1,000) Share-based compensation expense 15,909 20,916 Fair value movement on contingent consideration (7,143) — Hyperinflation effect loss 5 7 Fair value movement of financial liabilities 286 217 Gain on disposal of non-current assets (21) (81) Gain on right of use assets disposals (1) (84) Total non-cash adjustments 24,974 32,970 Six Months Ended December 31 Net changes in working capital 2022 2021 Increase in trade and other receivables (6,580) (24,909) (Decrease) / Increase in trade and other payables (1,055) 8,513 Total changes in working capital (7,635) (16,396) |
Share-Based Payment Arrangement
Share-Based Payment Arrangements (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of share-based payment arrangements [Abstract] | |
Number and weighted average exercise price of share options | The number, weighted-average exercise price, weighted average share price at exercise date and average contractual life of the share options under the above arrangements were as follows: CSOP JSOP LTIP EIP SAYE SS Options outstanding at July 1, 2022 5,845 34,075 96,324 1,158,575 598,614 445,491 Options granted during the period — — — 434,972 — 1,211,905 Options exercised during the period — — 45,312 522,161 118,178 — Options forfeited during the period — — — 20,475 15,089 54,580 Options outstanding at December 31, 2022 5,845 34,075 51,012 1,050,911 465,347 1,602,816 Weighted average exercise price December 31, 2022 - £ 0.90 — — — 38.08 66.99 Weighted average share price at exercise date FY23 - £ — — 60.90 59.99 63.99 — Weighted average contractual life December 31, 2022 - years 1 14 2 2 1 6 |
Summary of valuation inputs | The fair values were determined using the following inputs and models to the Black-Scholes option pricing model for EIP SS grants in 2021 and 2022. 2022 2021 Exercise price £ 54.52 £ 92.02 Risk-free rate 4.23 % 0.59 % Expected volatility 50.36 % 45.23 % Expected dividends — — Fair value of option £ 35.68 £ 58.07 |
Business combinations (Tables)
Business combinations (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about business combination [abstract] | |
Disclosure of detailed information about business combination | The consideration includes elements of cash, equity, deferred and contingent consideration. The following table summarises the acquisition date fair values of each major class of consideration transferred: £’000 Initial cash consideration 32,025 Equity consideration 9,975 Fair value of deferred consideration 1,416 Fair value of contingent consideration 4,959 Total consideration transferred 48,375 The Company's allocation of the total purchase consideration amongst the net assets acquired is as follows: £’000 Intangible assets - client relationships 4,532 Property, plant and equipment 51 Right of use assets 299 Deferred tax asset 136 Cash and cash equivalents 1,824 Trade and other receivables 2,098 Lease liabilities (319) Trade and other payables (1,192) Corporation tax payable (825) Deferred tax liability (1,360) Fair value of net assets acquired 5,244 Goodwill arising from the acquisition has been recognised as follows: £’000 Consideration transferred 48,375 Fair value of net assets acquired (5,244) Goodwill 43,131 |
General Information (Details)
General Information (Details) | 6 Months Ended |
Dec. 31, 2022 city | |
Disclosure of general information about financial statements [Abstract] | |
Number of business capabilities | 4 |
Number of key business areas | 4 |
Revenue (Details)
Revenue (Details) - GBP (£) £ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | £ 401,410 | £ 305,133 |
Payments and Financial Services | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | 210,639 | 154,020 |
TMT | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | 88,908 | 75,822 |
Other | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | 101,863 | 75,291 |
UK | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | 158,700 | 125,471 |
North America | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | 135,088 | 108,664 |
Europe | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | 89,430 | 62,834 |
Rest of the world | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||
Revenue | £ 18,192 | £ 8,164 |
Particulars of Employees (inc_3
Particulars of Employees (including Directors) (Details) - employee | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
The average number of staff employed by the group during the period (including directors): | ||
Number of operational staff | 11,032 | 8,825 |
Number of administrative staff | 1,071 | 879 |
Number of management staff | 8 | 8 |
Total | 12,111 | 9,712 |
Tax on Profit on Ordinary Act_3
Tax on Profit on Ordinary Activities - Current Tax (Details) - GBP (£) £ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of income tax [Abstract] | ||
Current tax | £ 12,092 | £ 8,047 |
Tax on Profit on Ordinary Act_4
Tax on Profit on Ordinary Activities - Narrative (Details) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of income tax [Abstract] | ||
Effective tax rate | 20.60% | 18.30% |
Earnings Per Share - Basic Earn
Earnings Per Share - Basic Earnings Per Share (Details) - GBP (£) £ / shares in Units, £ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of earnings per share [Abstract] | ||
Profit for the year, attributable to equity holders of the company | £ 46,747 | £ 35,951 |
Weighted average number of shares outstanding (in shares) | 56,962,777 | 55,911,086 |
Earnings per share - basic (in gbp per share) | £ 0.82 | £ 0.64 |
Earnings Per Share - Diluted Ea
Earnings Per Share - Diluted Earnings Per Share (Details) - GBP (£) £ / shares in Units, £ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of earnings per share [Abstract] | ||
Profit for the year, attributable to equity holders of the company | £ 46,747 | £ 35,951 |
Weighted average number of shares outstanding (in shares) | 56,962,777 | 55,911,086 |
Diluted by: options in issue and contingently issuable shares (in shares) | 960,782 | 1,968,943 |
Weighted average number of shares outstanding (diluted) (in shares) | 57,923,559 | 57,880,029 |
Earnings per share - diluted (in gbp per share) | £ 0.81 | £ 0.62 |
Cash Flow Adjustments and Cha_3
Cash Flow Adjustments and Changes in Working Capital (Details) - GBP (£) £ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Non-cash adjustments | ||
Depreciation, amortisation and impairment of non-current assets | £ 16,087 | £ 14,186 |
Interest income | (797) | (20) |
Interest expense | 1,175 | 1,053 |
Foreign exchange loss / (gain) | 1,993 | (2,164) |
Grant income | (1,319) | (60) |
Research and development tax credit | (1,200) | (1,000) |
Share-based compensation expense | 15,909 | 20,916 |
Fair value movement on contingent consideration | (7,143) | 0 |
Hyperinflation effect loss | 5 | 7 |
Fair value movement of financial liabilities | 286 | 217 |
Gain on disposal of non-current assets | (21) | (81) |
Gain on right of use assets disposals | (1) | (84) |
Total non-cash adjustments | 24,974 | 32,970 |
Net changes in working capital | ||
Increase in trade and other receivables | (6,580) | (24,909) |
(Decrease) / Increase in trade and other payables | (1,055) | 8,513 |
Total changes in working capital | £ (7,635) | £ (16,396) |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) £ in Millions | Feb. 09, 2023 GBP (£) renewalOption | Oct. 12, 2019 GBP (£) |
Multicurrency revolving credit facility | Long-term borrowings [member] | ||
Disclosure of detailed information about borrowings [line items] | ||
Notional amount | £ 350 | |
Multicurrency revolving credit facility, maturity october 2024 | ||
Disclosure of detailed information about borrowings [line items] | ||
Notional amount | £ 200 | |
Uncommitted accordion options | Long-term borrowings [member] | ||
Disclosure of detailed information about borrowings [line items] | ||
Notional amount | £ 150 | |
Number of renewal options | renewalOption | 2 | |
Renewal term | 1 year |
Share-Based Payment Arrangeme_2
Share-Based Payment Arrangements - Movement in Share Options (Details) | 6 Months Ended |
Dec. 31, 2022 shares £ / shares | |
CSOP | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Share options outstanding at beginning of period (in shares) | 5,845 |
Options granted during the period (in shares) | 0 |
Options exercised during the period (in shares) | 0 |
Options forfeited during the period (in shares) | 0 |
Share options outstanding at end of period (in shares) | 5,845 |
Weighted average exercise price of share options outstanding in share-based payment arrangement (in gbp per share) | £ / shares | £ 0.90 |
Weighted average share price for share options in share-based payment arrangement exercised during period at date of exercise (in gpb per share) | £ / shares | £ 0 |
Weighted average remaining contractual life (in years) | 1 year |
JSOP | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Share options outstanding at beginning of period (in shares) | 34,075 |
Options granted during the period (in shares) | 0 |
Options exercised during the period (in shares) | 0 |
Options forfeited during the period (in shares) | 0 |
Share options outstanding at end of period (in shares) | 34,075 |
Weighted average exercise price of share options outstanding in share-based payment arrangement (in gbp per share) | £ / shares | £ 0 |
Weighted average share price for share options in share-based payment arrangement exercised during period at date of exercise (in gpb per share) | £ / shares | £ 0 |
Weighted average remaining contractual life (in years) | 14 years |
LTIP | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Share options outstanding at beginning of period (in shares) | 96,324 |
Options granted during the period (in shares) | 0 |
Options exercised during the period (in shares) | 45,312 |
Options forfeited during the period (in shares) | 0 |
Share options outstanding at end of period (in shares) | 51,012 |
Weighted average exercise price of share options outstanding in share-based payment arrangement (in gbp per share) | £ / shares | £ 0 |
Weighted average share price for share options in share-based payment arrangement exercised during period at date of exercise (in gpb per share) | £ / shares | £ 60.90 |
Weighted average remaining contractual life (in years) | 2 years |
EIP | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Share options outstanding at beginning of period (in shares) | 1,158,575 |
Options granted during the period (in shares) | 434,972 |
Options exercised during the period (in shares) | 522,161 |
Options forfeited during the period (in shares) | 20,475 |
Share options outstanding at end of period (in shares) | 1,050,911 |
Weighted average exercise price of share options outstanding in share-based payment arrangement (in gbp per share) | £ / shares | £ 0 |
Weighted average share price for share options in share-based payment arrangement exercised during period at date of exercise (in gpb per share) | £ / shares | £ 59.99 |
Weighted average remaining contractual life (in years) | 2 years |
SAYE | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Share options outstanding at beginning of period (in shares) | 598,614 |
Options granted during the period (in shares) | 0 |
Options exercised during the period (in shares) | 118,178 |
Options forfeited during the period (in shares) | 15,089 |
Share options outstanding at end of period (in shares) | 465,347 |
Weighted average exercise price of share options outstanding in share-based payment arrangement (in gbp per share) | £ / shares | £ 38.08 |
Weighted average share price for share options in share-based payment arrangement exercised during period at date of exercise (in gpb per share) | £ / shares | £ 63.99 |
Weighted average remaining contractual life (in years) | 1 year |
SS | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Share options outstanding at beginning of period (in shares) | 445,491 |
Options granted during the period (in shares) | 1,211,905 |
Options exercised during the period (in shares) | 0 |
Options forfeited during the period (in shares) | 54,580 |
Share options outstanding at end of period (in shares) | 1,602,816 |
Weighted average exercise price of share options outstanding in share-based payment arrangement (in gbp per share) | £ / shares | £ 66.99 |
Weighted average share price for share options in share-based payment arrangement exercised during period at date of exercise (in gpb per share) | £ / shares | £ 0 |
Weighted average remaining contractual life (in years) | 6 years |
Share-Based Payment Arrangeme_3
Share-Based Payment Arrangements - Valuation Inputs (Details) - GBP (£) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
2022 SS | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Exercise price (in gbp per share) | £ 54.52 | |
Risk-free rate | 4.23% | |
Expected volatility | 50.36% | |
Expected dividends | 0% | |
Fair value of option (in gbp per share) | £ 35.68 | |
2021 SS | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Exercise price (in gbp per share) | £ 92.02 | |
Risk-free rate | 0.59% | |
Expected volatility | 45.23% | |
Expected dividends | 0% | |
Fair value of option (in gbp per share) | £ 58.07 |
Share-Based Payment Arrangeme_4
Share-Based Payment Arrangements - Narrative (Details) - GBP (£) £ in Thousands | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Share-based compensation | £ 15,900 | £ 20,900 |
Business combinations - Narrati
Business combinations - Narrative (Details) - Lexicon Digital Pty Ltd And Lexicon Consolidated Holdings Pty £ / shares in Units, £ in Thousands | 6 Months Ended | 12 Months Ended | ||
Feb. 08, 2022 GBP (£) | Dec. 31, 2022 GBP (£) | Jun. 10, 2023 £ / shares | Oct. 06, 2022 GBP (£) employee shares | |
Disclosure of detailed information about business combination [line items] | ||||
Initial cash consideration | £ 32,025 | |||
Equity consideration | 9,975 | |||
Weighted average share price (in gbp per share) | £ / shares | £ 44.92 | |||
Fair value of deferred consideration | £ 1,400 | 1,416 | ||
Contingent consideration arrangements, payment period | 24 months | |||
Fair value of contingent consideration | 4,959 | |||
Deferred tax liability | 1,360 | |||
Intangible assets - client relationships | 4,532 | |||
Acquisition-related costs recognised as expense for transaction recognised separately from acquisition of assets and assumption of liabilities in business combination | £ 700 | |||
Customer-related intangible assets | ||||
Disclosure of detailed information about business combination [line items] | ||||
Deferred tax liability | 1,400 | |||
Identifiable intangible assets | £ 0 | |||
Forecast | ||||
Disclosure of detailed information about business combination [line items] | ||||
Contingent consideration (in percent) | 59% | |||
Class A ordinary shares | ||||
Disclosure of detailed information about business combination [line items] | ||||
Number of instruments or interests issued or issuable | shares | 144,926 | |||
Lexicon | Australia | ||||
Disclosure of detailed information about business combination [line items] | ||||
Number of employees | employee | 127 |
Business combinations- Acquisit
Business combinations- Acquisition date fair values of each major class of consideration transferred (Details) - Lexicon Digital Pty Ltd And Lexicon Consolidated Holdings Pty - GBP (£) £ in Thousands | Oct. 06, 2022 | Feb. 08, 2022 |
Disclosure of detailed information about business combination [line items] | ||
Initial cash consideration | £ 32,025 | |
Equity consideration | 9,975 | |
Fair value of deferred consideration | 1,416 | £ 1,400 |
Fair value of contingent consideration | 4,959 | |
Total consideration transferred | £ 48,375 |
Business combinations - Schedul
Business combinations - Schedule of Company's allocation of the total purchase consideration amongst the net assets acquired (Details) - Lexicon Digital Pty Ltd And Lexicon Consolidated Holdings Pty £ in Thousands | Oct. 06, 2022 GBP (£) |
Disclosure of detailed information about business combination [line items] | |
Intangible assets - client relationships | £ 4,532 |
Property, plant and equipment | 51 |
Right of use assets | 299 |
Deferred tax asset | 136 |
Cash and cash equivalents | 1,824 |
Trade and other receivables | 2,098 |
Lease liabilities | (319) |
Trade and other payables | (1,192) |
Corporation tax payable | (825) |
Deferred tax liability | (1,360) |
Fair value of net assets acquired | £ 5,244 |
Business combinations-Goodwill
Business combinations-Goodwill arising from the acquisition (Details) - GBP (£) £ in Thousands | Dec. 31, 2022 | Oct. 06, 2022 | Jun. 30, 2022 |
Disclosure of detailed information about business combination [line items] | |||
Goodwill | £ 189,684 | £ 145,916 | |
Lexicon Digital Pty Ltd And Lexicon Consolidated Holdings Pty | |||
Disclosure of detailed information about business combination [line items] | |||
Total consideration transferred | £ 48,375 | ||
Identifiable assets acquired (liabilities assumed) | (5,244) | ||
Goodwill | £ 43,131 |