The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 20-F. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Cautionary Statement Regarding Forward-Looking Statements” in this Annual Report on Form 20-F. You should review the disclosure under the heading “Risk Factors” herein for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. Overview We are a leading provider of next-generation technology services, dedicated to enabling our clients to accelerate growth, tackle complex challenges and thrive in evolving markets. By combining innovative technologies and deep industry expertise with an AI-native approach, we consult and partner with our clients to create solutions that drive transformation, augment intelligence and deliver lasting impact. From ideation to production, we support our clients with tailor-made solutions at every stage of their digital transformation, regardless of industry, region or scale. Since our founding in 2000, we have expanded from a single office serving clients principally located in the city of London to a global enterprise serving clients across Asia-Pacific, Europe, the Middle East and North America. We provide services from our locations in European Union countries (Austria, Bulgaria, Croatia, Denmark, Germany, Ireland, the Netherlands, Poland, Romania, Slovenia and Sweden), non-European Union countries (Bosnia & Herzegovina, Moldova, North Macedonia, Serbia, Switzerland and the United Kingdom), Latin America (Argentina, Colombia, Mexico and Uruguay), Asia-Pacific (Australia, India, Malaysia, Singapore and Vietnam), North America (Canada and the United States), and the Middle East (United Arab Emirates). As of June 30, 2025, approximately 40.6% of our employees worked in nearshore delivery locations in European Union countries. As of June 30, 2025, we had 619 active clients, which we define as clients who paid us for services over the preceding 12-month period. No client contributed more than 10% of our revenue in the fiscal years ended June 30, 2025 and 2024, and our largest client contributed 10.7% of our revenue in the fiscal year ended June 30, 2023. Geographically, we served clients in North America, Europe, United Kingdom and the RoW, and, by industry vertical, we served clients in Payments, BCM, Insurance, TMT, Mobility, Healthcare, and Other. Over the last five fiscal years, 90.7% of our annual revenue, on average, came from clients who purchased services from us during the prior fiscal year. For the fiscal years ended June 30, 2025, 2024 and 2023 our revenue was £772.3 million, £740.8 million and £794.7 million, respectively, representing a negative compound annual growth/(decline) rate of (1.4)% over a three fiscal year period. Our revenue growth/(decline) rate at constant currency, which is a measure that is not calculated and presented in accordance with IFRS, for the fiscal years ended June 30, 2025, 2024 and 2023 was 6.3%, (4.5)% and 16.6%, respectively. See note 1 in “—Non-IFRS Measures and Management Metrics” for a definition of this measure and reconciliation of actual reported revenue growth/(decline) rate to revenue growth/(decline) rate at 64 constant currency, the most directly comparable financial measure calculated and presented in accordance with IFRS. Revenue by geography Fiscal Year Ended June 30, 2025 2024 2023 (in thousands) North America £ 294,655 38.2 % £ 241,652 32.6 % £ 258,112 32.5 % Europe £ 180,759 23.4 % £ 191,206 25.8 % £ 182,551 23.0 % United Kingdom £ 254,464 33.0 % £ 247,598 33.4 % £ 309,365 38.9 % RoW £ 42,377 5.4 % £ 60,300 8.2 % £ 44,705 5.6 % Total £ 772,255 100 % £ 740,756 100 % £ 794,733 100 % Revenue by industry vertical(1) Fiscal Year Ended June 30, 2025 2024 2023 (in thousands) Payments £ 144,739 18.7 % £ 178,778 24.1 % £ 232,263 29.2 % BCM £ 152,165 19.7 % £ 110,706 14.9 % £ 128,653 16.2 % Insurance £ 70,051 9.1 % £ 62,472 8.4 % £ 55,091 6.9 % TMT £ 146,936 19.0 % £ 169,227 22.8 % £ 173,927 21.9 % Mobility £ 65,104 8.4 % £ 73,739 10.0 % £ 80,399 10.1 % Healthcare £ 91,481 11.8 % £ 44,893 6.1 % £ 28,919 3.6 % Other £ 101,779 13.3 % £ 100,941 13.6 % £ 95,481 12.0 % Total £ 772,255 100 % £ 740,756 100 % £ 794,733 100 % (1) Starting fiscal year 2025, the Group has updated the breakdown by industry verticals to provide additional disclosure. The Healthcare vertical was spun off from the "Other" industry vertical. As a result, the periods ending June 30, 2024 and June 30, 2023 have been updated for comparability. Our profit before taxes was £24.1 million, £27.0 million and £114.2 million for the fiscal years ended June 30, 2025, 2024 and 2023, and our profit before taxes as a percentage of revenue was 3.1%, 3.6% and 14.4%, respectively, for the same periods. Our adjusted profit before taxes margin, or Adjusted PBT Margin, which is a measure that is not calculated and presented in accordance with IFRS, was 10.6%, 11.2% and 20.7%, respectively, for the fiscal years ended June 30, 2025, 2024 and 2023. See note 5 in “—Non IFRS Measures and Management Metrics” for a definition of this measure and a reconciliation of profit before taxes to Adjusted PBT, the most directly comparable financial measure calculated and presented in accordance with IFRS. Recent Acquisitions We have in the past pursued and plan to selectively pursue in the future acquisitions focused on augmenting our core capabilities to enhance our expertise in new technologies and industry verticals and increase our geographic reach, while preserving our corporate culture and sustainably managing our growth. See note 15 to our consolidated financial statements appearing elsewhere in this Annual Report on Form 20-F for further information on each of the acquisitions described below. In April 2024, we acquired GalaxE, a global IT and business solutions provider headquartered in New Jersey, USA. GalaxE brings decades of experience serving clients in North America with particular focus on the US 65 healthcare sector but also has a sizeable offshore delivery operation in India. GalaxE have also developed a complete suite of digital accelerators called GxFource which focuses on client enterprise digital transformation. In February 2024, we acquired EQ Tek from Equiniti Services Limited. EQ Tek is a software R&D and support function for key technology platforms and connected applications located in Krakow, Poland. In August 2023, we acquired TLM, a company that provides outsourced development services across design, engineering and art/animation for PC and console video games and other digital entertainment. TLM has particular expertise in highly complex areas of cross-play, middleware, physics, engine-level tools and technical art. TLM brings a leadership team with decades of video game industry experience and deep relationships with a wide array of platform partners and with clients in the United States and around the world including prominent games publishers and developers. In June 2023, we acquired DEK, a multinational firm that develops cutting-edge software solutions across a range of applications, including embedded systems, real-time solutions, telecoms and data communications. DEK was founded in 1999, has 660 operational employees, and is headquartered in Melbourne, Australia with additional offices in Ho Chi Minh, Vietnam and Stockholm, Sweden. DEK’s expertise spans several industry sectors with the most prominent being telecommunications. One of its longstanding clients is one of the world’s largest networking and telecommunication equipment and services companies. Other clients include Australia’s largest telecoms company and a publicly listed artificial intelligence technology company. In May 2023, we acquired Mudbath, headquartered in Newcastle, Australia. Mudbath is an Australian-based technology firm specializing in strategy, design and engineering services. Mudbath partners with businesses to build new digital solutions, enhance user experiences and accelerate digital transformation programs across enterprise systems, web and mobile products using their proven agile delivery methodology. Mudbath’s clients span broad industry verticals, including retail, mining (and adjacent activities including rail and tools), health, insurance, banking and travel. Mudbath’s employees are based primarily in Newcastle, Sydney and Melbourne, Australia. In October 2022, we acquired Lexicon, headquartered in Melbourne, Australia. 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. The acquisition of Lexicon enhances our existing presence in Australia and provides a strong foundation for accelerated in-market growth. It also provides us with a nearshore delivery location in Vietnam, which complements our existing operations in Singapore and Malaysia. Key Factors Affecting Our Performance We believe that the key factors affecting our performance and results of operations include our ability to: Maintain and Expand Relationships with Existing Clients We are focused on maintaining long term relationships with existing clients by helping them solve new problems and become more engaging, responsive and efficient. We have a demonstrated track record of expanding our work with clients after an initial engagement. Over the last five fiscal years, 90.7% of our revenue each fiscal year, on average, came from clients who purchased services from us during the prior fiscal year. The number of clients that have a minimum annual spend with us of at least £1.0 million was 133 in the fiscal year 2025, and 146 in the fiscal years 2024 and 2023. The decrease in the total number of clients with a minimum annual spend of at least £1.0 million is a reflection of the challenging environment facing next-gen IT Services at this time. The average spend of our 10 largest clients was £27.9 million in the fiscal year 2025 and £24.1 million in the fiscal year 2024. Our ability to increase sales to existing clients will depend on a number of factors, including the level of clients’ satisfaction with our services, changes in clients’ strategic priorities, changes in key client personnel or strategic transactions involving clients, pricing, competition and overall economic conditions. 66 Add New Clients across Industry Verticals and Geographies We believe that we continue to have significant untapped opportunities in the verticals in which we operate and we plan to leverage our experience and expertise to expand our reach. As of June 30, 2025, 2024 and 2023, we had 619, 695 and 711 active clients, respectively. The number of clients in the fiscal year 2025 decreased compared to fiscal year 2024, due to macroeconomic headwinds lowering demand for our services. While we saw a reduction, we believe that we have a significant opportunity to add new clients in our existing verticals and geographies, and to expand our client base to new verticals and geographies. Attract, Retain and Efficiently Utilize Talent We believe that our people are our most important asset. Our average operational headcount decreased by 1.7% in the 2025 fiscal year, a reflection of adjustments we made due to the macroeconomic conditions experienced during the fiscal year. We provide Endavans with training to develop their technical and soft skills in an environment where they are continually challenged and given opportunities to grow as professionals, and with tools and resources to innovate. However, there is significant competition for technology professionals in the geographic regions in which we have delivery locations and we expect that such competition is likely to continue for the foreseeable future. Further, in order to maintain our gross margin, we must maintain favorable utilization rates among our existing IT professionals, which depends on our ability to integrate and train new employees, efficiently transition employees from completed projects to new assignments, forecast demand for our services, deploy employees with appropriate skills and seniority to projects and manage employee attrition rates. The employee attrition rate is monitored throughout the year, with a target of being lower than 15% on a rolling 12-month basis. At the end of fiscal year 2025, our attrition rate was 15.2% compared to 13.1% at the end of fiscal year 2024. Although our overall attrition rate presently exceeds the 15% target, we are comfortable that we can replace skills needed in our locations. The departures over the last year are largely concentrated in roles that are becoming obsolete as we expand our use of AI. We continue to retain personnel critical to our core operations. Macroeconomic Considerations Unfavorable conditions in the global economy may negatively affect the growth of our business and our results of operations. For example, macroeconomic events, including increased rates of inflation, adverse global economic or geopolitical conditions, disruptions to trade and supply chains, the imposition of tariffs in the United States and abroad, and the Russia-Ukraine war and ongoing conflict in the Middle East, have led to economic uncertainty globally. Historically, during periods of economic uncertainty and downturns, businesses may slow spending on technology services, which may impact our and our clients’ businesses. The effect of macroeconomic conditions may not be fully reflected in our results of operations until future periods. If, however, economic uncertainty increases or the global economy worsens, our business, financial condition and results of operations may be harmed. For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section of this Annual Report titled “Item 3.D—Risk Factors.” Non-IFRS Measures and Management Metrics We regularly monitor a number of financial and operating metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. 67 Our management metrics may be calculated in a different manner than similarly titled metrics used by other companies. Fiscal Year Ended June 30, 2025 2024 2023 (pounds in thousands) Revenue growth/(decline) rate at constant currency(1) 6.3% (4.5)% 16.6% Average number of employees involved in delivery of our services(2) 10,403 10,587 10,872 Revenue concentration(3) 36.2% 32.5% 32.8% Number of large clients(4) 133 146 146 Adjusted PBT margin(5) 10.6% 11.2% 20.7% Adjusted free cash flow(6) £ 48,683 £ 58,401 £ 111,525 (1) We monitor our revenue growth/(decline) rate at constant currency. As the impact of foreign currency exchange rates is highly variable and difficult to predict, we believe revenue growth/(decline) rate at constant currency allows us to better understand the underlying business trends and performance of our ongoing operations on a period-over-period basis. We calculate revenue growth/(decline) rate at constant currency by translating revenue from entities reporting in foreign currencies into British Pounds using the comparable foreign currency exchange rates from the prior period. For example, the average rates in effect for the fiscal year ended June 30, 2024 were used to convert revenue for the fiscal year ended June 30, 2025 and the revenue for the comparable prior period ended June 30, 2024, rather than the actual exchange rates in effect during the respective period. Revenue growth/(decline) rate at constant currency is not a measure calculated in accordance with IFRS. While we believe that revenue growth/(decline) rate at constant currency provides useful information to investors in understanding and evaluating our results of operations in the same manner as our management, our use of revenue growth/(decline) rate at constant currency has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under IFRS. Further, other companies, including companies in our industry, may report the impact of fluctuations in foreign currency exchange rates differently, which may reduce the value of our revenue growth/(decline) rate at constant currency as a comparative measure. The table below presents a reconciliation of actual reported revenue growth/(decline) rate to revenue growth/(decline) rate at constant currency, the most directly comparable measure calculated and presented in accordance with IFRS. Fiscal Year Ended June 30, 2025 2024 2023 (pounds in thousands) Revenue £772,255 £740,756 £794,733 Revenue period-over-period growth/(decline) rate 4.3% (6.8)% 21.4% Estimated impact of foreign currency exchange rate fluctuations 2.0% 2.3% (4.8)% Revenue growth/(decline) rate at constant currency 6.3% (4.5)% 16.6% (2) We monitor our average number of operational employees because we believe it gives us visibility of the size of both our revenue-producing base and our most significant cost base, which in turn allows us to better understand changes in our utilization rates and gross margins on a period-over-period basis. We calculate the average number of operational employees as the average of our number of employees involved in delivery of our services on the last day of each month in the relevant period. (3) We monitor our revenue concentration to better understand our dependence on large clients on a period-over-period basis and to monitor our success in diversifying our revenue base. We define revenue concentration as the percentage of our total revenue derived from our 10 largest clients by revenue in each period presented. (4) We monitor our number of large clients to better understand our progress in winning large contracts on a period-over-period basis. We define large clients as clients from whom we generated more than £1.0 million of revenue in the prior 12-month period. (5) We monitor our Adjusted PBT Margin to better understand our ability to manage operational costs, to evaluate our core operating performance and trends and to develop future operating plans. In particular, we believe that the exclusion of certain expenses in calculating Adjusted PBT Margin facilitates comparisons of our operating performance on a period-over-period 68 basis. Our Adjusted PBT Margin is our Adjusted PBT as a percentage of our total revenue. Our Adjusted PBT is our profit before taxes adjusted to exclude the impact of share-based compensation expense, amortization of acquired intangible assets, realized and unrealized foreign currency exchange gains and losses, restructuring costs, exceptional property charges and fair value movement of contingent consideration, all of which are non-cash items except for the restructuring costs, an element of the exceptional property charges, and realized foreign currency exchange gains and losses. We do not consider these excluded items to be indicative of our core operating performance. Adjusted PBT Margin is not a measure calculated in accordance with IFRS. While we believe that Adjusted PBT Margin provides useful information to investors in understanding and evaluating our results of operations in the same manner as our management, our use of Adjusted PBT Margin has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under IFRS. For example, Adjusted PBT Margin does not reflect the potentially dilutive impact of share-based compensation nor does it reflect the potentially significant impact of foreign currency exchange rate fluctuations on our working capital. Further, other companies, including companies in our industry, may adjust their profit differently to capture their operating performance, which may reduce the value of Adjusted PBT Margin as a comparative measure. The following table presents a reconciliation of Adjusted PBT to profit before taxes, the most directly comparable financial measure calculated and presented in accordance with IFRS, for each of the periods indicated: Fiscal Year Ended June 30, 2025 2024 2023 (pounds in thousands) Profit before taxes £ 24,113 £ 26,980 £ 114,163 Share-based compensation expense 32,045 34,678 31,058 Amortization of acquired intangibles assets 21,577 14,980 12,270 Foreign currency exchange losses, net 3,727 2,233 10,729 Restructuring costs 6,539 11,645 6,588 Exceptional property charges — 1,925 — Fair value movement of contingent consideration (5,880) (9,486) (10,613) Adjusted PBT £ 82,121 £ 82,955 £ 164,195 (6) We monitor our adjusted free cash flow to better understand and evaluate our liquidity position and to develop future operating plans. Our adjusted free cash flow is our net cash generated from operating activities, plus grant received, less net purchases of non-current tangible and intangible assets and less settlement of change of control, or CoC, bonuses paid on acquisition. For a discussion of grant received, see “Operating Results — Cost of Sales” below. Adjusted free cash flow is not a measure calculated in accordance with IFRS. While we believe that adjusted free cash flow provides useful information to investors in understanding and evaluating our liquidity position in the same manner as our management, our use of adjusted free cash flow has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under IFRS. Further, other companies, including companies in our industry, may adjust their cash flows differently to capture their liquidity, which may reduce the value of free cash flow as a comparative measure. The following table presents a reconciliation of adjusted free cash flow to net cash generated from operating activities, the most directly comparable financial measure calculated and presented in accordance with IFRS, for each of the periods indicated: Fiscal Year Ended June 30, 2025 2024 2023 (in thousands) Net cash generated from operating activities £ 52,773 £ 54,392 £ 124,518 Grant received 274 707 494 Purchases of non-current assets (tangible and intangible) (4,364) (5,140) (13,487) Settlement of CoC bonuses on acquisition (1) — 8,442 — Adjusted free cash flow £ 48,683 £ 58,401 £ 111,525 (1) Represents working capital movement related to the GalaxE acquisition in respect of the settlement of CoC bonuses payable to the GalaxE key employees on behalf of the seller. 69 A. Operating Results. The key elements of our results of operations include: Revenue We generate revenue primarily from the provision of our services and recognize revenue in accordance with IFRS 15, “Revenue from Contracts with Customers.” Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, taxes and duties. We generally enter into master services agreements, or MSAs, with our clients, which provide a framework for services and statements of work to define the scope, timing, pricing terms and performance criteria of each individual engagement under the MSA. Our 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. In the fiscal years 2025, 2024 and 2023, our top 10 clients contributed, in the aggregate, £279.4 million, or 36.2%, £240.5 million, or 32.5%, and £260.3 million, or 32.8%, of our total revenue, respectively. The following table shows the number of our clients by revenue on a trailing 12-month basis for the periods presented: Revenue Fiscal Year Ended June 30, 2025 2024 2023 Over £5 Million 28 33 33 £2 - £5 Million 51 48 57 £1 - £2 Million 54 65 56 Less than £1 Million 486 549 565 Total 619 695 711 Cost of Sales Direct cost of sales consists primarily of personnel costs, including salary, bonuses, share-based compensation, benefits, restructuring costs related to business optimization actions of management and travel expenses for our employees directly involved in delivery of our services, as well as software licenses and other costs that relate directly to the delivery of services. Included in the allocated cost of sales is the portion of depreciation and amortization expense attributable to the portion of our property and equipment and intangible assets utilized in the delivery of services to our clients. Our cost of sales is reported net of any income recognized from research and development credits and government grants arising from past operating activities where those activities are related directly to the delivery of services. We were eligible to receive credits from the United Kingdom taxing authorities for qualifying research and development expenditures on an annual basis up to and including the year ended June 30, 2024. These credits were based on a fixed percentage (13% from April 1, 2020 to March 31, 2023, and 20% thereafter) of the cost of work that was directed and supervised from the United Kingdom and achieved an advance in technology that was uncertain at the outset of the work. We recognized the income from these credits as an offset to cost of sales, and the receipt of credits was reflected in the statement of cash flows as cash generated from operating activities. Beginning in the year ended June 30, 2025, the cost of work performed outside of the United Kingdom is no longer eligible for research and development credits. Accordingly, we are no longer expecting to claim significant research and development tax credits under the regime and we might not make any claim. Accordingly, no credit income in relation to these research and development credits has been recognized in our financial statements in the year ended June 30, 2025. 70 Gross Profit Gross profit and gross margin, or gross profit as a percentage of total revenue, have been, and will continue to be, affected by various factors, including wage inflation and the impact of foreign exchange in the countries in which we operate. Inflation did not meaningfully impact our profitability in the fiscal year 2025. As a result of the challenging macroeconomic environment and demand softness, we controlled our cost base, mainly by limiting wage increases and by restructuring our headcount base, which has allowed us to deliver a reasonable margin. Selling, General and Administrative Expenses Selling, general and administrative expenses include: personnel costs sales and marketing expenses, external legal, accounting and other professional fees; acquisition-related transaction costs; and facilities-related and information technology hardware and software costs. Personnel costs includes salaries, bonuses, sales commissions, benefits and restructuring costs related to business optimization actions of management. Sales and marketing expenses include costs related to marketing programs, such as advertising, events, corporate communications and brand-building activities, and related travel costs. Selling, general and administrative expenses also include share-based compensation expense for employees in our selling, general and administrative functions, as well as allocated operating lease expenses, depreciation and amortization. These depreciation and amortization costs consist primarily of depreciation of property, plant and equipment, amortization of software and licenses and intangible assets acquired through acquisitions, including client relationships and other intangible assets. Net Finance (Expense)/Income Finance expense consists primarily of interest charges on borrowings and leases, running costs related to our revolving credit facility and unwinding of the discount and fair value re-measurements of deferred and contingent consideration. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in the statement of comprehensive income using the effective interest method. Finance income consists of interest income on funds invested and fair value re-measurements of deferred and contingent consideration. Interest income is recognized as it accrues in the statements of comprehensive income, using the effective interest method. Net finance (expense)/income also reflects the net effect of realized and unrealized foreign currency exchange gains and losses. Provision for Income Taxes We are subject to income taxes in the United Kingdom, Romania, the United States and numerous other jurisdictions. Our provision for income taxes, which is reflected in our statements of comprehensive income as “tax on profit on ordinary activities,” consists primarily of liabilities for taxes due to, or potential claims from, tax authorities in the jurisdictions in which we operate. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted at the end of the applicable reporting period. Our effective tax rates differ from the statutory rate applicable to us primarily due to: differences between domestic and foreign jurisdiction tax rates; tax credits and non-taxable items; non-deductible share-based compensation expenses; and other non-deductible expenses. Changes in the geographic mix of revenue and changes in enacted tax rates can also cause our overall effective tax rate to vary from period to period. Tax expense is recognized in profit or loss based on the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity. Recent Accounting Pronouncements See note 2 to our consolidated financial statements appearing elsewhere in this Annual Report on Form 20-F for a description of the application of new and revised international financial reporting standards. 71 Results of Operations The following table sets forth our consolidated statements of comprehensive income for the periods presented. Fiscal Year Ended June 30, 2025 2024 2023 (in thousands) Consolidated Statements of Comprehensive Income: Revenue £ 772,255 £ 740,756 £ 794,733 Cost of sales: Direct cost of sales(1) (550,894) (532,860) (505,679) Allocated cost of sales (27,659) (28,188) (24,977) Total cost of sales (578,553) (561,048) (530,656) Gross profit 193,702 179,708 264,077 Selling, general and administrative expenses(1) (162,195) (159,568) (151,232) Operating profit 31,507 20,140 112,845 Net finance (expense) / income (7,394) 6,840 1,318 Profit before tax 24,113 26,980 114,163 Tax on profit on ordinary activities (2,901) (9,858) (20,000) Profit for the year and profit attributable to the equity holders of the Company £ 21,212 £ 17,122 £ 94,163 (1) Includes share-based compensation expense as follows: Fiscal Year Ended June 30, 2025 2024 2023 (in thousands) Direct cost of sales £ 22,784 £ 25,902 £ 20,927 Selling, general and administrative expenses 9,261 8,776 10,131 Total £ 32,045 £ 34,678 £ 31,058 72 The following table sets forth our consolidated statements of comprehensive income expressed as a percentage of total revenue: Fiscal Year Ended June 30, 2025 2024 2023 Consolidated Statements of Comprehensive Income: Revenue 100.0% 100.0% 100.0% Cost of sales: Direct cost of sales (71.3)% (71.9)% (63.6)% Allocated cost of sales (3.6)% (3.8)% (3.1)% Total cost of sales (74.9)% (75.7)% (66.8)% Gross profit 25.1% 24.3% 33.2% Selling, general and administrative expenses (21.0)% (21.5)% (19.0)% Operating profit 4.1% 2.7% 14.2% Net finance (expense) / income (1.0)% 0.9% 0.2% Profit before tax 3.1% 3.6% 14.4% Tax on profit on ordinary activities (0.4)% (1.3)% (2.5)% Profit for the year and profit attributable to the equity holders of the Company 2.7% 2.3% 11.8% Comparison of the Years Ended June 30, 2025 and 2024 Revenue Year Ended June 30, % Change 2025 2024 2025 vs.2024 (pounds in thousands) Revenue £ 772,255 £ 740,756 4.3% Revenue for the year ended June 30, 2025 was £772.3 million, an increase of £31.5 million, or 4.3%, over 2024. In constant currency terms, revenue increased by 6.3% over 2024. The increase was primarily attributable to the contribution from GalaxE, as well as organic growth in the BCM and Insurance verticals. This growth was partially offset by declines in other verticals, reflecting the impact of an uncertain macroeconomic environment and the rapid evolution of the technology landscape, particularly the emergence of AI, which continues to cause delays in client decision-making. 73 Year Ended June 30, % Change 2025 2024 2025 vs.2024 (pounds in thousands) Payments £ 144,739 £ 178,778 (19.0) % BCM £ 152,165 £ 110,706 37.4 % Insurance £ 70,051 £ 62,472 12.1 % TMT £ 146,936 £ 169,227 (13.2) % Mobility £ 65,104 £ 73,739 (11.7) % Healthcare 91,481 44,893 103.8 % Other £ 101,779 £ 100,941 0.8 % Total £ 772,255 £ 740,756 4.3 % Revenue from clients in the Payments vertical decreased by £34.0 million, or 19.0%, to £144.7 million in 2025 from £178.8 million in 2024. The decline in the Payments vertical was primarily concentrated in the United Kingdom and North America, where certain larger clients have notably reduced the pace of their activities. Revenue from clients in the BCM vertical increased by £41.5 million, or 37.4%, to £152.2 million in 2025 from £110.7 million in 2024. The vertical experienced organic growth, further bolstered by the GalaxE acquisition, across both the Banking and Capital Markets areas. Growth was more pronounced in North America and the United Kingdom, whereas the RoW region recorded a year-over-year decline. Revenue from clients in the Insurance vertical increased by £7.6 million, or 12.1%, to £70.1 million in 2025 from £62.5 million in 2024. Growth was more robust in North America and the United Kingdom, driven predominantly by organic expansion, with a modest contribution from clients acquired with GalaxE. In contrast, the RoW region recorded a year-over-year decline, primarily due to reduced activity from a single client. Revenue from clients in the TMT vertical decreased by £22.3 million, or 13.2%, to £146.9 million in 2025 from £169.2 million in 2024. The decline in the TMT vertical was primarily driven by reduced activity in Media and Telecommunications across most geographies, partially offset by an increase in the Technology area. Revenue from clients in the Mobility vertical decreased by £8.6 million, or 11.7%, to £65.1 million in 2025 from £73.7 million in 2024. The decline was primarily attributable to reduced activity in the Travel area, with decreases observed across most geographies. Additionally, performance was impacted by softness in the Logistics area in North America and in the Automotive area within the RoW region, the latter largely due to a gradual ramp-down in activity with a major client in that space. Revenue from clients in the Healthcare vertical increased by £46.6 million, or 103.8%, to £91.5 million in 2025 from £44.9 million in 2024. The growth in the Healthcare vertical was primarily driven by the contribution of clients acquired through the GalaxE acquisition, which included several large clients operating in the Healthcare area. Revenue from clients in the Other verticals increased by £0.8 million, or 0.8%, to £101.8 million in 2025 from £100.9 million in 2024. Within the Other vertical, the Retail & Consumer Packaged Goods (“CPG”) area was a significant contributor to overall growth, alongside an uplift from clients acquired through the GalaxE transaction. These gains were largely offset by declines across the remaining areas within the vertical. 74 Year Ended June 30, % Change 2025 2024 2025 vs.2024 (pounds in thousands) North America £ 294,655 £ 241,652 21.9 % Europe £ 180,759 £ 191,206 (5.5) % United Kingdom £ 254,464 £ 247,598 2.8 % RoW £ 42,377 £ 60,300 (29.7) % Total £ 772,255 £ 740,756 4.3 % Revenue from clients based in North America increased by £53.0 million, or 21.9%, to £294.7 million in 2025 from £241.7 million in 2024, with the growth seen in Healthcare and BCM (primarily driven by the contribution of clients acquired through the GalaxE acquisition), partly offset by decline in Payments, TMT and Mobility. Looking at geographies, revenue from clients based in Europe (other than the United Kingdom) decreased by £(10.4) million, or (5.5)%, to £180.8 million in 2025 from £191.2 million in 2024, largely driven by decreases in the Media, Payments, and Tech verticals, partly offset by an increase in the Telecom, Logistics and BCM verticals. Revenue from clients based in the United Kingdom increased by £6.9 million, or 2.8%, to £254.5 million in 2025 from £247.6 million in 2024, mainly driven by an increase in BCM, partly offset by a decrease in Payments. Revenue from clients based in the RoW decreased by £(17.9) million, or (29.7)%, to £42.4 million in 2025 from £60.3 million in 2024. The decline was broad-based across most verticals, driven by the ramp-down of some clients gained through previous acquisitions in the region. This was partially offset by growth in the Payments vertical, where one of our major clients began expanding. Revenue from our top 10 clients in 2025 increased by £38.9 million, or 16.2%, to £279.4 million compared to £240.5 million in revenue from our top 10 clients in 2024. The decline was primarily driven by some clients in the Payments and TMT verticals, while a few new clients from the Healthcare and BCM verticals entered the top 10 group. Revenue from our Top 10 clients accounted for 36.2% of revenue in 2025, compared to 32.5% in 2024. Cost of Sales Year Ended June 30, % Change 2025 2024 2025 vs.2024 (pounds in thousands) Cost of sales Direct cost of sales £ (550,894) £ (532,860) 3.4% Allocated cost of sales (27,659) (28,188) (1.9)% Total cost of sales £ (578,553) £ (561,048) 3.1% Gross margin 25.1% 24.3% 0.8 % Total cost of sales increased by £17.5 million, or 3.1%, in 2025 compared to 2024. Direct cost of sales increased by £18.0 million, with the largest contributor being a £9.9 million increase in personnel costs, primarily due to GalaxE acquisition. Included in the direct cost of sales are £4.4 million of restructuring costs related to management-led business optimization and redundancy programs, compared to £9.1 million in 2024. Grant income decreased by £0.8 million in 2025 compared to 2024. Research and development (“R&D”) credits (in respect of innovative work we carried out for contract clients) decreased by £7.3 million in 2025 compared to 2024. No UK R&D credit income was recognized in fiscal year 2025 compared to £7.6 million in 2024. However, £0.5 million Poland R&D credits were recognized in 2025 compared to £0.2 million in 2024. Allocated cost of sales, which includes depreciation and 75 amortization expense attributable to assets utilized in the delivery of services to our clients, decreased by £0.5 million, or (1.9)% in 2025, compared to 2024. Gross margin improved to 25.1% in 2025 from 24.3% in 2024, an increase of 0.8%. Selling, General and Administrative Expenses Year Ended June 30, % Change 2025 2024 2025 vs.2024 (pounds in thousands) Selling, general and administrative expenses £ (162,195) £ (159,568) 1.6% % of revenue (21.0) % (21.5) % Selling, general and administrative expenses increased by £2.6 million, or 1.6%, in fiscal year 2025 compared to 2024. The increase in total selling, general and administrative expenses is primarily due to an increase in depreciation and amortization of £6.1 million, or 33.4%, in 2025 compared to 2024, mainly as a result of a £6.6 million increase in amortization of acquired intangible assets due to the GalaxE acquisition in 2024. Property costs also increased by £0.9 million or 4.5% as a result of increased rates in several locations. These increases were partially offset by a decrease in support functions costs of £1.3 million, including a decrease of £0.4 million in restructuring charges in 2025 compared to 2024. In addition, sales and marketing costs decreased by £3.1 million in 2025. As a percentage of revenue, selling, general and administrative expenses decreased from 21.5% in fiscal year 2024 to 21.0% in fiscal year 2025, a decrease of 0.5%. Net Finance (Expense) / Income Year Ended June 30, % Change 2025 2024 2025 vs.2024 (pounds in thousands) Net finance (expense) / income £ (7,394) £ 6,840 (208.1)% % of revenue (1.0) % 0.9 % Net finance income of £6.8 million in 2024 has moved to a finance expense of £7.4 million in 2025, reflecting an adverse movement of £14.2 million. This movement was mainly attributable to an increase in the interest payable on the revolving credit facility draw downs and leases of £9.0 million compared to £4.4 million in 2024, offset by a decrease in the interest earned on bank deposits from £6.2 million in 2024 to £1.2 million in 2025, higher foreign exchange losses in 2025 of £3.7 million compared to £2.2 million in 2024 which included a £2.8 million loss arising from an Argentinian blue chip swap transaction used to allow the repatriation of cash from Argentina, which were partially offset by a decrease in the fair value movements arising from the remeasurement of deferred and contingent consideration payable on acquisitions from £9.1 million, including discount unwind, in 2024 to £5.8 million in 2025. 76 Provision for Income Tax Year Ended June 30, % Change 2025 2024 2025 vs.2024 (pounds in thousands) Provision for income taxes £ (2,901) £ (9,858) (70.6) % Provision for income taxes decreased by £7.0 million, or 70.6%, in 2025 compared to 2024. The annual effective tax rate for 2025 was 12.0%, compared to an annual effective tax rate of 36.5% for 2024. The 2025 effective tax rate was significantly lower than 2024 primarily due to the impact of the release of the £3.8 million deferred tax liability related to Romanian withholding tax which contributed to a 15.8% decrease in the rate. This release arose due to the announcement on November 13, 2024 of a new Double Tax Treaty between the U.K. and Romania including a clause allowing exemption from withholding tax on dividend repatriations. This has been partially offset by a write off of a £1.4 million deferred tax asset in respect of US losses (see Notes 11 and 12) which increased the rate by 5.9%. Comparison of the Years Ended June 30, 2024 and 2023 A comparison of fiscal years 2024 and 2023 can be found in “Item 5.A—Operating Results” in our Annual Report on Form 20-F for the fiscal year ended June 30, 2024, which was filed with the SEC on September 19, 2024. B. Liquidity and Capital Resources. Capital Resources To date, we have financed our operations primarily through sales of information technology services, as well as borrowings under our revolving credit facilities and through our initial public offering, which we completed in July 2018. As of June 30, 2025, we had £59.3 million in cash and cash equivalents. In February 2023, we entered into a Multicurrency Revolving Facility Agreement, or the Facility Agreement, with National Westminster Bank plc as 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. The Facility Agreement, which replaced our previous £200.0 million unsecured facility, is an unsecured revolving credit facility in the amount of £350.0 million, or the Facility, with an initial term of three years. The term of £255.0 million of the Facility has subsequently been extended by two years, and the term of £95.0 million of the Facility has subsequently been extended by one year. The Facility Agreement also provides for uncommitted accordion options for up to an aggregate of £150.0 million in additional borrowing. The Facility Agreement is intended to support our future capital investments and development activities and is guaranteed by members of the Endava group from time to time in accordance with a typical guarantor coverage threshold mechanic. Loans under the Facility Agreement bear interest, at our option, at a rate equal to either the SONIA rate, the EURIBOR rate or the SOFR rate, plus an applicable margin ranging from 1.00% to 1.65% per annum, depending upon the net leverage ratio. The Facility Agreement contains customary representations and warranties and customary default provisions, affirmative and negative covenants applicable to the facility parties and our consolidated subsidiaries. As of June 30, 2025, there was £180.9 million drawn under the £350.0 million primary facility and £1.0 million utilized for bank guarantees issued by HSBC UK Bank plc, and we were not in breach of any covenants. Future Capital Requirements We believe that our existing cash and cash equivalents, together with cash generated from our operations, will be sufficient to meet our working capital expenditure requirements for the next 12 months and over the long term. 77 Our future capital requirements will depend on many factors, including our growth rate and any acquisitions we may complete. Material Cash Requirements The following table summarizes our material cash requirements as of June 30, 2025 and the effect such obligations are expected to have on our liquidity and cash flows: Less than 1 Year 1 to 3 Years 3 to 5 Years More than 5 Years Total (in thousands) Revolving credit facility £ 8,780 £ 194,896 £ — £ — £ 203,676 Lease liabilities 13,661 19,321 13,576 4,579 51,137 Financial guarantees 1,528 1,840 1,050 158 4,576 Short-term leases(1) 1,251 403 64 4 1,722 Leases contracted, but not yet commenced 498 1,108 348 — 1,954 Other long-term liabilities — — — 552 552 Total £ 25,718 £ 217,568 £ 15,038 £ 5,293 £ 263,617 (1) Includes lease contracts that qualify for the short-term lease exemption under IFRS 16, such as month-to-month arrangements, leases with terms of 12 months or less, and leases that can be terminated at any time by either party with short notice and without significant penalty. As of June 30, 2025, we have property leases that expire at various dates through December 2032. During fiscal year 2025, our Board of Directors authorized a share repurchase program (the “Share Repurchase Program”) to repurchase up to $150 million of our Class A ordinary shares (in the form of ADSs). We intend to fund repurchases under the Share Repurchase Program through a combination of cash generated from operations and debt funding under the Facility Agreement. Subject to market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice. During the fiscal year ended June 30, 2025, we repurchased an aggregate of 4,836,738 Class A ordinary shares under the Share Repurchase Plan for a cost of $85.4 million (£64.9 million). As of June 30, 2025, the remaining amount available for repurchase under the Share Repurchase program was $64.6 million. Post-year end between July 1, 2025 and August 29, 2025, we purchased an additional 1,885,753 Class A ordinary shares for a cost of $25.8 million. See note 27 to our consolidated financial statements appearing elsewhere in this Annual Report on Form 20-F for additional information on the Share Repurchase Program. Cash Flows The following table shows a summary of our cash flows for the years ended June 30, 2025, 2024 and 2023. Year Ended June 30, 2025 2024 2023 (in thousands) Cash and cash equivalents at beginning of the year £ 62,358 £ 164,703 £ 162,806 Net cash generated from operating activities 52,773 54,392 124,518 Net cash used in investing activities (9,939) (290,325) (110,851) Net cash (used in)/generated from financing activities (45,130) 135,061 (10,998) Effects of exchange rates on cash and cash equivalents (717) (1,473) (772) Cash and cash equivalents at end of the year £ 59,345 £ 62,358 £ 164,703 78 Operating Activities Operating activities provided £52.8 million of cash in the year ended June 30, 2025, primarily from profit before tax of £24.1 million and other non-cash items of £81.6 million, offset by tax paid of £12.8 million and adverse net movement in working capital of £40.2 million. The net changes in working capital were primarily driven by a net increase in trade receivables and accrued income of £20.2 million, a decrease in accruals of £5.3 million, a decrease in trade payables and deferred income of £7.4 million, a net decrease in other debtors and creditors of £9.4 million, slightly offset by a decrease in prepayments of £1.2 million. Operating activities provided £54.4 million of cash in the year ended June 30, 2024, primarily from profit before tax of £27.0 million and other non-cash items of £57.8 million, a U.K. research and development credit received of £0.5 million offset by tax paid of £14.3 million and adverse net movement in working capital of £16.6 million. The net changes in working capital were primarily driven by a decrease in accruals of £18.7 million, a net decrease in trade receivables and accrued income of £8.2 million, an increase in prepayments of £1.7 million, a decrease in trade payables and deferred income of £4.9 million and a net increase in other debtors and creditors of £0.5 million. Operating activities provided £124.5 million of cash in the year ended June 30, 2023, primarily from profit before tax of £114.2 million and other non-cash items of £49.2 million, offset by tax paid of £22.7 million and net adverse changes in working capital of £16.1 million. The net changes in working capital were primarily driven by a decrease in accruals of £11.5 million, a net increase in trade receivables and accrued income of £3.7 million, an increase in prepayments of £1.1 million and a decrease in trade payables and deferred income of £0.2 million. Investing Activities Investing activities used £9.9 million of cash in the year ended June 30, 2025, including cash paid for acquisition of various subsidiaries, including the settlement of deferred and contingent consideration, of £6.8 million. £4.4 million was invested in intangibles and property, plant and equipment relating to our office locations, partially offset by £1.3 million of interest received on bank deposits. Investing activities used £290.3 million of cash in the year ended June 30, 2024, including £216.6 million (net of cash acquired) to fund the acquisition of GalaxE, £12.5 million (net of cash acquired) to fund the acquisition of EQ Tek, £3.4 million (net of cash acquired) to fund the acquisition of TLM, £2.4 million for the settlement of the Lexicon contingent consideration payable and £1.3 million for settling the deferred consideration payable related to the acquisition of Business Agility. We also used £55.2 million in respect of the repayment of external loans as part of the GalaxE and TLM acquisitions. £5.1 million was spent on purchases of property, plant and equipment relating to our office locations which were partially offset by £6.2 million of interest received on bank deposits. Investing activities used £110.9 million of cash in the year ended June 30, 2023, including £30.2 million (net of cash acquired) to fund the acquisition of Lexicon, £6.8 million (net of cash acquired) to fund the acquisition of Mudbath, £33.5 million (net of cash acquired) to fund the acquisition of DEK, £2.2 million for settling the deferred consideration payable related to the acquisition of Levvel, £3.5 million for the settlement of the CDS deferred consideration payable and £3.4 million on the settlement of the Five deferred consideration payable. We also used £21.2 million on the settlement of a promissory note payable acquired with DEK and £13.5 million for purchases of property, plant and equipment relating to our office spaces, partially offset by 3.5 million interest received on bank deposits. Financing Activities Financing activities used £45.1 million of cash in the year ended June 30, 2025, including £64.8 million paid for repurchase of own shares, £12.4 million repayment of lease liabilities, £1.9 million repayment of lease interest and £8.6 million of interest and debt financing costs paid, partially offset by £42.2 million net proceeds from our revolving credit facility, proceeds from property subleases in Romania and Germany of £0.1 million and £0.3 million in grants received from the Romanian and North Macedonian governments. 79 Financing activities generated £135.1 million of cash in the year ended June 30, 2024, including £145.8 million net proceeds from our revolving credit facility, £6.7 million proceeds from the issuance of shares from the exercise of share option plans, £0.7 million in grants received from the Romanian and North Macedonian governments and proceeds from property subleases in Romania and Germany of £0.1 million, partially offset by £12.6 million repayment of lease liabilities, £2.1 million repayment of lease interest and £3.4 million of interest and debt financing costs paid. Financing activities used £11.0 million of cash in the year ended June 30, 2023, including £13.5 million repayment of capital and interest on lease liabilities and £4.0 million of interest and debt financing costs paid, partially offset by £5.6 million proceeds from the issuance of shares from the exercise of share option plans, £0.5 million in grants received from the Romanian and Croatian governments and proceeds from property subleases in Romania and Germany of £0.4 million. C. Research and Development, Patents and Licenses, etc. Not applicable. D. Trend Information. For a discussion of trends, see “Item 5.A—Operating Results” and “Item 5.B—Liquidity and Capital Resources.” E. Critical Accounting Estimates For a description of the critical accounting estimates, see note 3E to our consolidated financial statements appearing elsewhere in this Annual Report on Form 20-F.