WASHINGTON, D.C. 20549

______________________________________________________

¨ 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 $1.2841, which was the rate in effect on June 30, 2024. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of British Pounds at the dates indicated. All references in this Annual Report on Form 20-F to “$” mean U.S. dollars and all references to “£” and “GBP” mean British Pounds.

•our ability to achieve our revenue growth goals 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 information technology, or 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 to support our gross margins;

•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 industry trends 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 unstable market and economic conditions, including as a result of actual or anticipated changes in interest rates, economic inflation and the responses by central banking authorities to control such inflation;

•the impact of political instability, natural disaster, events of terrorism and wars, including the military conflict between Ukraine and Russia and related sanctions; and

•other risks and uncertainties, including those listed in “Item 3.D. Key Information—Risk Factors.”

•Our operating results have experienced, and may continue to experience, significant variability and our past results may not be indicative of our future performance.

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

•If we fail to meet publicly announced guidance, or if we fail to forecast our market opportunity accurately, our operating results could be adversely affected, and the price of our ADSs could decline.

•If our information technology systems or those of the third parties with whom we work or our data, are or were compromised, we could experience adverse consequences resulting from such compromise.

•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.

•Our contracts could be unprofitable.

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

•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.

•We use generative artificial intelligence, or AI, tools in our operations, which may result in significant operational challenges, liability and reputational harm.

•We must attract, retain and motivate highly skilled IT professionals.

•We are focused on growing our client base in North America and Europe and may not be successful.

•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 are dependent on members of our senior management team and other key employees.

•Our business may suffer if we fail to identify and acquire appropriate acquisition targets, and recently completed and potential future acquisitions could prove difficult to integrate or may disrupt our business, dilute shareholder value, strain our resources or otherwise adversely affect our business, financial condition or results of operations.

•The terms of our revolving credit facility and any further debt we incur may affect our ability to operate our business or secure additional financing in the future.

•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 recognizing revenue for our services.

•Our business depends on a strong brand and corporate reputation.

•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 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.

•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 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.

•Our business and operations could be negatively affected by any pending or future securities litigation or shareholder activism.

•We are subject to stringent and evolving laws, regulations, rules, self-regulatory standards, policies, contractual obligations, and other obligations related to data privacy and security, 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 clients or sales and/or adversely affect our ability to conduct our business.

•Our performance and reputation could be adversely affected by increased focus on and demands from clients, investors and regulators with respect to environmental social and governance, or ESG, issues and we may be criticized or penalized for the timing, nature or scope of our ESG disclosures as regulatory standards evolve.

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

•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.

•Increased inflation rates in the regions in which we operate may reduce our margins, profitability and financial performance.

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

•Tax authorities may disagree with our positions and conclusions regarding certain tax positions, or may apply existing rules in an arbitrary or unforeseen manner, resulting in unanticipated costs, taxes or non-realization of expected benefits.

•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.

Factors that are likely to cause these variations include:

•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 spend on technology;

•the ability to further grow sales of services to 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 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, including the recent and ongoing global slowdown in economic growth as well as high levels of inflation and interest rate fluctuations;

•the impact of public health pandemics; and

•the impact of unforeseen global and geopolitical events.

•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, including the impact of fluctuating rates of inflation.

We have implemented security measures designed to protect against security incidents, but there can be no assurance that these measures are or will be effective. We take steps to detect and remediate vulnerabilities but have not always been able in the past and may be unable in the future to detect vulnerabilities in our information technology systems because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. For example, we have from time to time experienced minor security incidents, including for example an employee who inadvertently extracted data from a client’s system (no personal data was extracted). None of these incidents, to our knowledge, have required regulatory disclosures or notifications. Promptly after each incident's discovery, we took remedial actions to assess and contain the security incident and to evaluate the likelihood and severity of risks to personal data. In each such instance, we determined that there was no material impact to our business or financial condition nor to individual’s personal data. While we believe we responded appropriately, there can be no assurance that we were successful in implementing these remedial and preventative measures or successfully mitigating the effects of any future security incident. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

Additionally, our sensitive information or that of our clients could be leaked, disclosed, or revealed as a result of or in connection with our employee’s, personnel’s, or vendor’s use of generative AI technologies. Any sensitive information (including confidential, competitive, proprietary, or personal data) that we input into a third-party generative AI platform could be leaked or disclosed to others, including if sensitive information is used to train the third parties’ AI model. Additionally, where an AI model ingests personal data and makes connections using such data, those technologies may reveal other personal or sensitive information generated by the model. See also the risk factor titled “We use generative AI tools in our operations, which may result in significant operational challenges, liability and reputational harm.”

significant implications for our and our clients’ proprietary code. See also the risk factor titled “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.” We and our clients could also be subject to claims from the providers of the generative AI tools if the use of the Output or the tool is inconsistent with, or in breach of, the terms of use. Any of these claims could result in legal proceedings and liability for us or our clients, and could require us or our clients to purchase a costly license, comply with the requirements of open source software license terms, limit or cease using the Output unless and until such Output is re-engineered to avoid infringement, or change the use of, or remove, the implicated Output. As a result, clients may seek to recover from us by way of IP indemnification claims or other contractual claims any damages or costs that they have incurred as a result of claims from the providers of generative AI tools. Our use of generative AI tools for software development may also present additional security risks because the generated source code may have been modelled from publicly available code, or otherwise not be subject to our internal controls. There is also a risk that “bad actors” may intend to influence training models to incorporate latent security issues, trojans, malware, or “inorganic” results in Outputs. Unlike open source software which typically involves community oversight and review of contributions to open source projects or other community-driven code, generative AI tools may not have the same oversight and review, increasing the risk of any widespread vulnerability or influence of algorithmic output by those with intentions that are against the interest of users or entire groups of users. Our personnel may also forget to obtain client consent to incorporate code generated using generative AI tools into client deliverables or may operate in violation of client policy by taking shortcuts and using generative AI tools without authorization.

We also face risks in respect of any personal data or confidential or proprietary information of the company which may be included in any Prompts. Whilst some generative AI tool operators offer an “enterprise” or “business” version with more client-favorable confidentiality and security provisions, free-to-use generative AI tools do not typically have confidentiality or security obligations with respect to Prompts or Outputs. As a result, if our confidential or proprietary information, or information of a third party to which we have an obligation to keep confidential or which is proprietary to such third party, is included in the Prompt provided to the generative AI tool, the generative AI tool might disclose or reuse such confidential or proprietary information, including re-creating the Output to others, or using the information as training data for its AI model, and we may not have the ability to prevent the generative AI tool from doing so or be aware of any changes in the generative AI tool operator’s practices or terms and conditions allowing any such use. Additionally, there is the risk of personal data being included in a Prompt, which could result in such personal data being inappropriately transferred or processed. This could result in a breach of our obligations under applicable data protection laws, or contracts with our clients or other third parties, which could put us at risk of a fine from the relevant regulator and/or a claim for damages. For further information of data protection breaches and fines, see the risk factor titled “We are subject to stringent and evolving laws, regulations, rules, self-regulatory standards, policies, contractual obligations, and other obligations related to data privacy and security, 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 clients or sales and/or adversely affect our ability to conduct our business.”

•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 unfavorable 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.

Our revenue could also suffer if we misjudge demand patterns, including as a result of uncertainties related to disruptions to trade, commerce, pricing stability, credit availability and supply chain continuity, global public health pandemics, the Russia-Ukraine conflict and any other global economic and geopolitical conditions and do not recruit or sustain sufficient employees to satisfy demand. Employee shortages could prevent us from completing our contractual commitments in a timely manner and cause us to lose contracts or clients. Further, to the extent that we lack or fail to sustain sufficient employees with lower levels of seniority and daily or hourly rates, we may be required to deploy more senior employees with higher rates on projects without the ability to pass such higher rates along to our clients, which could adversely affect our profit margin and profitability.

We have completed three acquisitions in the past fiscal year; GalaxE Group, Inc. and its subsidiaries in April 2024, EQ TekSP z.o.o., or EQ Tek, in February 2024 and TLM Partners, Inc. and its subsidiaries in August 2023. If there is a lack of supply of businesses that satisfy our criteria and are willing to be acquired by us, or we fail to successfully acquire such businesses, this may negatively impact our growth targets and progress on strategic goals.

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

•lack of available staff to perform the integration in a timely manner or inability of staff 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.

In February 2023, we entered into a new Multicurrency Revolving Facility Agreement, or the Facility Agreement, with National Westminster Bank plc as agent, or the Agent, HSBC UK Bank plc, DNB (UK) Limited, Keybank National Association, Banco Bilbao Vizcaya Argentaria, S.A., London Branch and Fifth Third Bank, National Association as mandated lead arrangers, bookrunners and original lenders, providing for an unsecured revolving credit facility in the amount of £350.0 million, or the Facility. The Facility Agreement also provides for an uncommitted accordion option for up to an aggregate of £150.0 million in additional borrowing. As of June 30, 2024, an amount of £144.8 million is outstanding under the Facility.

•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.

•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;

•a demand for price reductions by that client or a demand for prices to remain at existing levels in a period of high inflation;

•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 disruptions to trade, commerce or supply chain continuity, public health pandemics or geopolitical instability.