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 $1.2128, which was the rate in effect on June 30, 2022. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of British Pounds at the dates indicated. All references in this Annual Report on Form 20-F to “$” 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;

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

•the impact of political instability, natural disaster, events of terrorism and wars, including the recent armed conflict between Ukraine and Russia; and

•other risks and uncertainties, including those listed in the section of this Annual Report titled “Item 3.D—Risk Factors.”

NOTE REGARDING THIS ANNUAL REPORT ON FORM 20-F    

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

•Our results of operations may be negatively impacted by the armed conflict between Russia and Ukraine.

•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 our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to disruption of our operations or ability to provide our services; regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse consequences.

•We are subject to stringent and evolving laws, regulations, rules, self-regulatory standards, policies, contractual obligations, and other obligations regarding privacy and data security matters, including in the European Union and the United Kingdom, where we have material operations. Our actual or perceived failure to comply with such obligations could expose us to regulatory investigations or actions, litigation, fines and penalties or other financial liabilities, disruption of our business operations, reputational harm, loss of revenue or profit, loss of customers or sales and/or adversely affect our ability to conduct our business.

•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, which could result in material adverse consequences.

•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, regulations, rules or other obligations 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 our transition to a hybrid working model.

•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.

•Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and the price of our ADSs.

•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.

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

•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 market could disrupt our business.

•If we fail to 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.

•The price of our ADSs 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, or geopolitical instability, such as the Russia-Ukraine conflict.

•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 other global economic conditions) 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;

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

•the impact of unforeseen global and geopolitical events, such as the Russia-Ukraine conflict.

European countries and the United Kingdom have imposed strict laws, regulations, directives and requirements for processing personal data, such as the European Union’s General Data Protection Regulation, or EU GDPR, and the United Kingdom’s General Data Protection Regulation, or UK GDPR, and the Privacy and Electronic Communications Directive 2002/58/EC, or ePrivacy Directive. For example, both the EU GDPR and/or the UK GDPR, together GDPR, require covered companies to offer individuals certain rights over their personal data (such as the right to be forgotten), impose additional data breach notification requirements, requires companies to appoint data protection officers in certain circumstances, and impose additional recordkeeping obligations, in addition to other, often onerous, requirements. Penalties under these laws (and others) can be severe. In particular, under the GDPR we may face temporary or definitive bans on data processing and other corrective actions that could materially adversely impact our operations and ability to do business; fines of up to 20 million Euros or 17.5 million pounds (under the EU GDPR and the UK GDPR, respectively) or 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by individual data subjects or groups of data subjects or consumer protection organizations authorized at law to represent their interests. Developments and changes in privacy and data security laws in the EU and UK, including to the EU GDPR, UK GDPR, ePrivacy Directive, and EU or UK data breach laws, may more materially affect our operations than developments or changes to such laws in other jurisdictions because the majority of our operations (including employees) are based in the EU and UK, we are headquartered in the UK, and we serve customers across Europe. Additionally, we may be subject to various privacy laws in the jurisdictions where we operate, including Australian privacy laws, such as the Privacy Act of 1988, as well as Canada’s Personal Information Protection and Electronic Documents Act, or PIPEDA, and various related provincial laws, as well as Canada’s Anti-Spam Legislation, or CASL. We also target customers and have operations in Asia, and may be subject to new and emerging data privacy regimes in the region, including Singapore’s Personal Data Protection Act.

In the United States, federal, state, and local governments have enacted numerous privacy and data security laws, including consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), data breach notification laws, and personal data privacy laws. For example, the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA imposes specific requirements relating to the privacy, security, and transmission of individually identifiable health information, including on entities such as ours which are business associates under HIPAA. Various states have also implemented laws regulating the use and disclosure of individually identifiable health information. Additionally, some of our U.S. healthcare industry customers may rely on our solutions to protect information as required by HIPAA and related regulations. As another example, California enacted the California Consumer Privacy Act, or CCPA, effective January 1, 2020, which requires covered companies to provide new disclosures to California consumers, provide deletion, access and non-discrimination rights to California residents, and provide such consumers new ways to opt-out of certain sales of personal information, and allows for a new private right of action for data breaches. Additionally, the California Privacy Rights Act of 2020, or CPRA, effective January 1, 2023, will expand the CCPA’s requirements and establish a new regulatory agency to implement and enforce the law. Other states, such as Virginia, Utah and Colorado, have also passed comprehensive privacy laws, and similar laws are being considered in several other states. These developments may further complicate compliance efforts, and may increase legal risk and compliance costs for us, the third parties upon whom we rely, and our customers. Additionally, privacy and data security laws have been proposed at the federal, state, and local levels in recent years, which could further complicate compliance efforts.