WASHINGTON, D.C. 20549

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¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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

Our financial information is presented in British Pounds. For the convenience of the reader, in this Annual Report on Form 20-F, unless otherwise indicated, translations from British Pounds into U.S. dollars were made at the rate of £1.00 to $1.3853, which was the rate in effect on June 30, 2021. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of British Pounds at the dates indicated. All references in this Annual Report on Form 20-F to “$” mean U.S. dollars and all references to “£” and “GBP” mean British Pounds.

•the effects of the ongoing COVID-19 pandemic, or of other global outbreaks of pandemics or contagious diseases or fear of such outbreaks, including on the demand for our products and services, and on overall economic conditions and business customer spending levels;

•our ability to sustain our revenue growth rate in the future;

•our ability to retain existing clients and attract new clients, including our ability to increase revenue from existing clients and diversify our revenue concentration;

•our ability to attract and retain highly-skilled IT professionals at cost-effective rates;

•our ability to successfully identify acquisition targets, consummate acquisitions and successfully integrate acquired businesses and personnel;

•our ability to penetrate new industry verticals and geographies and grow our revenue in current industry verticals and geographies;

•our ability to maintain favorable pricing and utilization rates;

•the effects of increased competition as well as innovations by new and existing competitors in our market;

•the size of our addressable market and market trends;

•our ability to adapt to technological change and innovate solutions for our clients;

•our plans for growth and future operations, including our ability to manage our growth;

•our expectations of future operating results or financial performance;

•our ability to effectively manage our international operations, including our exposure to foreign currency exchange rate fluctuations; and

•our future financial performance, including trends in revenue, cost of sales, gross profit, selling, general and administrative expenses, finance income and expense and taxes.

•Our results of operations may be negatively impacted by the COVID-19 pandemic.

•We have taken certain precautions due to the ongoing COVID-19 pandemic that could harm our business.

•We may not be able to sustain our revenue growth rate in the future.

•We are dependent on our existing client base and our ability to retain such clients.

•We generally do not have long-term commitments from our clients, and our clients may terminate engagements before completion or choose not to enter into new engagements with us.

•We must attract and retain highly-skilled IT professionals.

•Increases in our current levels of attrition may increase our operating costs and adversely affect our future business prospects.

•Our revenue is dependent on a limited number of industry verticals, and any decrease in demand for technology services in these verticals or our failure to effectively penetrate new verticals could adversely affect our results of operations.

•Our contracts could be unprofitable.

•Our profitability could suffer if we are not able to maintain favorable pricing.

•We must maintain adequate resource utilization rates and productivity levels.

•Recent acquisitions and potential future acquisitions could prove difficult to integrate, disrupt our business, dilute shareholder value and strain our resources.

•We may be unable to effectively manage our rapid growth or achieve anticipated growth, which could place significant strain on our management personnel, systems and resources.

•If we do not continue to innovate and remain at the forefront of emerging technologies and related market trends, we may lose clients and not remain competitive.

•We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to be successful.

•We have in the past experienced, and may in the future experience, a long selling and implementation cycle with respect to certain projects that require us to make significant resource commitments prior to realizing revenue for our services.

•If we provide inadequate service or cause disruptions in our clients’ businesses, it could result in significant costs to us, the loss of our clients and damage to our corporate reputation.

•If we are unable to comply with our security obligations or our computer systems or the computer systems of our clients are or become vulnerable to security breaches, we may face reputational damage and lose clients and revenue.

•We are subject to stringent regulatory, legislative or self-regulatory standards regarding privacy and data security matters. Failing to comply with such requirements could expose us to financial liabilities and/or adversely affect our ability to conduct our business.

•Our client relationships, revenue, results of operations and financial condition may be adversely affected if we experience disruptions in our internet infrastructure, telecommunications or IT systems.

•We may not receive sufficient intellectual property rights from our employees and contractors to comply with our obligations to our clients and we may not be able to prevent unauthorized use of our intellectual property.

•We use third-party software, hardware and software-as-a-service, or SaaS, technologies from third parties that may be difficult to replace or that may cause errors or defects in, or failures of, the services or solutions we provide.

•We incorporate third-party open source software into our client deliverables and our failure to comply with the terms of the underlying open source software licenses could adversely impact our clients and create potential liability.

•Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our services, and could have a negative impact on our business.

•We have significant fixed costs related to lease facilities and may incur additional expense as we adapt our facilities in response to the COVID-19 pandemic.

•Our ability to expand our business and procure new contracts or enter into beneficial business arrangements could be affected to the extent we enter into agreements with clients containing non-competition clauses.

•Fluctuations in currency exchange rates and increased inflation could materially adversely affect our financial condition and results of operations.

•Our revenue, margins, results of operations and financial condition may be materially adversely affected if general economic conditions in Europe, the United States or the global economy worsen.

•Our international operations involve risks that could increase our expenses, adversely affect our results of operations and require increased time and attention from our management.

•Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

•Changes and uncertainties in the tax system in the countries in which we have operations, could materially adversely affect our financial condition and results of operations.

•Emerging markets are subject to greater risks than more developed markets, and financial turmoil in any emerging wage inflation and other compensation expense for our IT professionals could adversely affect our financial results.

•We have identified a material weakness in our disclosure controls and internal controls over financial reporting. If we fail to remediate the material weakness and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, and the trading price of our ADSs may be negatively impacted

•Our share price may be volatile or may decline regardless of our operating performance.

•Shareholder protections found in provisions under the U.K. City Code on Takeovers and Mergers, or the Takeover Code, will not apply if our place of management and control is considered to change to outside the United Kingdom.

•The dual class structure of our ordinary shares has the effect of concentrating voting control for the foreseeable future, which will limit your ability to influence corporate matters.

•The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

•Holders of our ADSs have fewer rights than our shareholders and must act through the depositary to exercise their rights.

•Claims of U.S. civil liabilities may not be enforceable against us.

•We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act's domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

•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.

•the business or financial condition of that client or the economy generally;

•a change in strategic priorities by that client, resulting in a reduced level of spending on technology services;

•changes in the personnel at our clients who are responsible for procurement of information technology, or IT, services or with whom we primarily interact;

•a demand for price reductions by that client;

•mergers, acquisitions or significant corporate restructurings involving that client;

•a decision by that client to move work in-house or to one or several of our competitors; and

•uncertainty and disruption to the global markets including due to public health pandemics, such as the ongoing COVID-19 pandemic.

•our clients’ perception of our ability to add value through our services;

•our competitors’ pricing policies;

•bid practices of clients and their use of third-party advisors;

•the ability of large clients to exert pricing pressure;

•employee wage levels and increases in compensation costs;

•employee utilization levels;

•our ability to charge premium prices when justified by market demand or the type of service; and

•general economic conditions.

•our ability to promptly transition our employees from completed projects to new assignments and to hire and integrate new employees;

•our ability to forecast demand for our services (and which may be impacted due to the effects of the ongoing COVID-19 pandemic) and thereby maintain an appropriate number of employees in each of our delivery locations;

•our ability to deploy employees with appropriate skills and seniority to projects;

•our ability to manage the attrition of our employees; and

•our need to devote time and resources to training, professional development and other activities that cannot be billed to our clients.

•diversion of management attention from ongoing business concerns to integration matters;

•lack of available staff to perform the integration in a timely manner or alternatively, to perform ongoing business activities due to their integration work;

•consolidating and rationalizing information technology platforms and administrative infrastructures;

•complexities associated with managing the geographic separation of the combined businesses and consolidating multiple physical locations;

•retaining IT professionals and other key employees and achieving minimal unplanned attrition;

•integrating personnel from different corporate cultures while maintaining focus on providing consistent, high quality service;

•demonstrating to our clients and to clients of acquired businesses that the acquisition will not result in adverse changes in client service standards or business focus;

•possible cash flow interruption or loss of profit as a result of transitional matters;

•inability to generate sufficient profit to offset acquisition and integration costs in a reasonable timeframe or at all; and

•inability to achieve the operating synergies anticipated in the acquisitions.

•maintaining high-quality control and process execution standards;

•maintaining planned resource utilization rates on a consistent basis;

•maintaining employee productivity and implementing necessary process improvements;

•controlling costs;

•maintaining close client contact and high levels of client satisfaction;

•maintaining physical and data security standards required by our clients;

•recruiting and retaining sufficient numbers of skilled IT professionals; and

•maintaining effective client relationships.

•the number, timing, scope and contractual terms of projects in which we are engaged;

•delays in project commencement or staffing delays due to difficulty in assigning appropriately skilled or experienced professionals;

•the accuracy of estimates on the resources, time and fees required to complete projects and costs incurred in the performance of each project;

•inability to retain employees or maintain employee utilization levels;

•changes in pricing in response to client demand and competitive pressures;

•the business decisions of our clients regarding the use of our services or spending on technology;

•the ability to further grow sales of services from existing clients;

•seasonal trends and the budget and work cycles of our clients;

•delays or difficulties in expanding our operational facilities or infrastructure;

•our ability to estimate costs under fixed price or managed service contracts;

•employee wage levels and increases in compensation costs;

•unanticipated contract or project terminations;

•the timing of collection of accounts receivable;

•our ability to manage risk through our contracts;

•the continuing financial stability of our clients;

•changes in our effective tax rate;

•fluctuations in currency exchange rates;

•general economic conditions; and

•the impact of public health pandemics, such as the ongoing COVID-19 pandemic.

If we are unable to comply with our security obligations or our computer systems or the computer systems of our clients are or become vulnerable to security breaches, we may face reputational damage and lose clients and revenue.

•dispose of assets;

•complete mergers or acquisitions;

•incur or guarantee indebtedness;

•sell or encumber certain assets;

•pay dividends or make other distributions to holders of our shares;

•make specified investments;

•engage in different lines of business; and

•engage in certain transactions with affiliates.

We have operations in a number of countries, including Argentina, Austria, Australia, Bosnia & Herzegovina, Bulgaria, Colombia, Croatia, Denmark, Germany, Ireland, North Macedonia, Mexico, Moldova, the Netherlands, Romania, Serbia, Singapore, Slovenia, Switzerland, the United Kingdom, the United States, Uruguay and Venezuela, and we serve clients across Europe, North America and the rest of the world, or RoW. As part of our acquisitions of Five and Levvel in March 2021, we acquired new operations in Croatia, Mexico and the United States. As a result of the international scope of our operations, fluctuations in exchange rates, particularly between the British Pound, our reporting currency, and the Euro and U.S. dollar, may adversely affect us. Currency fluctuations related to the United Kingdom’s departure from the European Union on January 31, 2020, or Brexit, and the COVID-19 pandemic had a significant impact on our financial results for the fiscal year ended June 30, 2021. In the fiscal year ended June 30, 2021, 43.0% of our sales were denominated in the British Pound, 27.2% of our sales were denominated in U.S. dollars, 28.1% were denominated in Euros and the balance were in other currencies. Conversely, during the same time period, 72.2% of our expenses were denominated in Euros (or in currencies that largely follow the Euro, including the RON) or U.S. dollars. As a result, strengthening of the Euro or U.S. dollar relative to the British Pound presents the most significant risk to us. Any significant fluctuations in currency exchange rates may have a material impact on our business.

•actual or anticipated fluctuations in our financial condition and operating results;

•variance in our financial performance from expectations of securities analysts;

•changes in the prices of our services;

•changes in our projected operating and actual financial results;

•changes in laws or regulations applicable to our business;

•announcements by us or our competitors of significant business developments, acquisitions or new offerings;

•our involvement in any litigation, including class action lawsuits;

•our sale of our ADSs or other securities in the future;

•changes in senior management or key personnel;

•the trading volume of our ADSs;

•changes in the anticipated future size and growth rate of our market;

•natural disasters, pandemics, including the ongoing COVID-19 pandemic, acts of terrorism and other events beyond our control; and

•general economic, regulatory, political and market conditions.

•When any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares already held by that person and an interest in shares held or acquired by persons acting in concert with him or her) carry 30% or more of the voting rights of a company that is subject to the Takeover Code, that person is generally required to make a mandatory offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights in that company to acquire the balance of their interests in the company.

•When any person who, together with persons acting in concert with him or her, is interested in shares representing not less than 30% but does not hold more than 50% of the voting rights of a company that is subject to the Takeover Code, and such person, or any person acting in concert with him or her, acquires an additional interest in shares which increases the percentage of shares carrying voting rights in which he or she is interested, then such person is generally required to make a mandatory offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights of that company to acquire the balance of their interests in the company.

•A mandatory offer triggered in the circumstances described in the two paragraphs above must be in cash (or be accompanied by a cash alternative) and at not less than the highest price paid within the preceding 12

•In relation to a voluntary offer (i.e. any offer which is not a mandatory offer), when interests in shares representing 10% or more of the shares of a class have been acquired for cash by an offeror (i.e., a bidder) and any person acting in concert with it in the offer period and the previous 12 months, the offer must be in cash or include a cash alternative for all shareholders of that class at not less than the highest price paid for any interest in shares of that class by the offeror and by any person acting in concert with it in that period. Further, if an offeror acquires for cash any interest in shares during the offer period, a cash alternative must be made available at not less than the highest price paid for any interest in the shares of that class.

•If the offeror or any person acting in concert with it acquires an interest in shares in the offeree company (i.e., the target) at a price higher than the value of the offer, the offer must be increased to not less than the highest price paid for the interest in shares so acquired.

•The offeree company must obtain competent advice as to whether the terms of any offer are fair and reasonable and the substance of such advice must be made known to all the shareholders, together with the opinion of the board of directors of the offeree company.

•Special deals with favorable conditions for selected shareholders are not permitted.

•All shareholders must be given the same information.

•Each document published in connection with an offer by or on behalf of the offeror or offeree must state that the directors of the offeror or the offeree, as the case may be, accept responsibility for the information contained therein.

•Profit forecasts, quantified financial benefits statements and asset valuations must be made to specified standards and must be reported on by professional advisers.

•Misleading, inaccurate or unsubstantiated statements made in documents or to the media must be publicly corrected immediately.

•Actions during the course of an offer by the offeree company, which might frustrate the offer, are generally prohibited unless shareholders approve these plans.

•Stringent and detailed requirements are laid down for the disclosure of dealings in relevant securities during an offer.