Bravura Solutions Limited (BRA.F) Earnings Call Transcript & Summary

Good morning, and on behalf of the Board, I would like to welcome you to the 2025 Annual General Meeting of Shareholders of Bravura Solutions Limited. This year's meeting is also being held online through a virtual meeting platform provided by MUFG, and all attendees are able to listen to a live webcast of the meeting. Members and proxies will have the ability to ask questions in person, online or through a conference call and submit votes either in person or online. It now being 10:00 AM and there being a quorum present, I declare the 2025 AGM of Bravura Solutions open. I am Matthew Quinn, the Chair of Bravura Solutions and joining the meeting today is the Interim CEO, Shezad Okhai; other directors, Russell Baskerville, Charles Crouchman, Sarah Adam-Gedge, Damien Leonard, Dexter Salna, and our Company Secretary, Melissa Jones. Graham Leonard from our auditor, Ernst & Young, is also in attendance. I'll start today's proceedings by making some brief remarks, and we'll then invite Interim CEO, Shezad Okhai, to address the meeting before we move on to the formal business. FY '25 was a significant and successful year for the company. We improved on all financial metrics and returned significant amount of cash to shareholders through capital returns and dividends. The management team performed extremely well in delivering these results, and I would like to thank Andrew Russell, who stepped down as CEO in April for leading the team through his period. I'm pleased to report that our new CEO, Colin Greenhill, will join us on 1 January 2026, and I'm confident he will lead the company to further success. There are several important resolutions for voting consideration at today's AGM. Further details about the resolutions are set out in the explanatory memorandum of the Notice of Meeting. As previously announced, I will retire as Chairman and as a director at the end of today's meeting. It has been a pleasure serving you over the last couple of years, and I'm proud of what we have achieved since I joined in mid-2023 when the company was in a very different and challenging position. Thank you for your support during my tenure. I will now invite our Interim CEO, Shezad Okhai, to provide an overview of FY '25.

Thank you, Matthew, and good morning. My name is Shezad Okhai, and I'm the Interim CEO of Bravura Solutions. On September 29, 2025, we announced that Colin Greenhill will join Bravura Solutions as the Group CEO. Colin will start with us on the January 1, 2026, and will be based in our London office. Colin has over 15 years of experience operating as a Chief Executive with wide-ranging experience, leading software businesses serving the financial services and insurance sectors. He recently served as Chief Executive Officer at SSP Worldwide, a global supplier of software to the insurance industry and has led an international portfolio of banking, wealth management and insurance software businesses. I look forward to introducing Colin to our customers and to the Bravura team. The team has continued to prioritize efficient delivery and support of our customers. On October 1, 2025, we updated our FY '26 guidance as follows. Revenue expected to be between $265 million and $275 million, previously in line with FY '25 revenues. And cash EBITDA expected to be between $55 million and $65 million, which was previously at least $50 million. This guidance assumes an average GBP/AUD exchange rate of 2.05 for the final 10 months of FY '26. The key drivers of this updated forecast, our continued strength of the GBP, every $0.05 strengthening of the Australian dollar, for example, a change in GBP/AUD from 2.05 to 2.00 impacts our results as follows: approximately a $5 million reduction in revenue and approximately a $1.5 million reduction in cash EBITDA. The second driver of our updated forecast is a higher level of project revenues, particularly with our wealth customers in EMEA. Our wealth customers in the U.K. are investing in cloud migrations, upgrades and build-out of new functionality. We also have continued focus on operational efficiency across all areas of our business. Very recently, a customer has given us informal notice that they intend to transition to a third-party administrator. We expect this customer to contribute approximately AUD 10 million of revenue in fiscal '26. Their decision will not impact our FY '26 results as their transition will take some time. Although our solutions are very complex and mission-critical, this is an example of some of the top line risks that may exist when customers change the way in which they operate. We will continue to focus on growth opportunities within our customer base through a more proactive approach to account management, are active in the market for new opportunities, and continue to progress our discussions with BPO partners to compete against carve-outs or unlock opportunities with customers that use or intend to use outsourced administration. Our team of approximately 1,000 continues to deliver successful outcomes for our customers and value for our shareholders. I'd like to welcome Russell Baskerville as Bravura's next Chair. Russell joined the Board in early 2023, and has played an instrumental role in guiding Bravura over the last 2.5 years. I'd like to invite Russell to say a few words.

Thank you, Shezad. I'm delighted to be appointed as the next Chair of Bravura as we embark on an exciting new era. And particularly, I'd like to thank my fellow directors and our shareholders for your confidence. On behalf of the Board of Directors, I would like to thank Matthew Quinn for his dedicated service during his time as Chair over the past 2 years, and we wish Matthew all the very best. I look forward to serving as your Chair. I will now pass the chair back to Matthew Quinn to address the formal business of today's meeting.

Before we start our formal proceedings, I would like to summarize the proxy and voting procedures for this meeting. If you are attending in person, you will have been given an attendance card when you registered on arrival. If you have a yellow voting card, you are a voting shareholder, proxy holder or corporate representative and have chosen to vote using a paper voting card. You're also entitled to speak at the meeting. If you have a blue card, you are a nonvoting shareholder, having already provided your proxy. You are entitled to ask questions, but you are not entitled to vote at the meeting. If you have a red card, you are a visitor and are not entitled to speak or vote at the meeting. For those shareholders attending online, I ask that you familiarize yourself with a virtual meeting online guide via the link on your screen to register for voting card. Ask questions online by the Ask a Question box or ask questions verbally by the audio question option. You will only be able to ask questions online once you have registered by the online platform. And I encourage shareholders online to send their questions through as soon as possible. We will now turn to the formal business of the meeting. The minutes of the previous AGM were approved by the Board and signed by the Chair. Copies are available should any member wish to see them. The Notice of Meeting dated September 12, 2025, has been made available to shareholders, and I propose that it be taken as read. The Board considers it appropriate to recognize the votes of those shareholders present today and those who are voted by proxy by way of the poll. I will now open the poll, and you can vote by completing the voting card, and giving it to a MUFG representative or by casting your vote online. Proxy results received prior to the meeting will be displayed on the screen prior to the resolutions being put forward. The poll will close at the end of the consideration of the resolutions when all questions have been asked and answered. I will announce the imminent closing of the poll at that time. A representative of MUFG will act as returning officer for the purposes of conducting and determining the results of the poll. The results of the poll will be released to the ASX and made available on the Bravura Solutions website as soon as they are available. On all items of business, where undirected proxies have been given in favor of the Chairman, I will be voting those proxies in favor of Resolutions 1, 2 and 3, and against Resolution 4. Directors and executives identified as key management personnel will not be voting undirected proxy votes given to them for Resolution 1. Entities related to Mr. Leonard, being L6 Holdings and Pinetree Capital, are eligible to vote on all resolutions. If anyone with a yellow or blue card wishes to speak, please make your way to the microphone at the appropriate time and identify yourself before asking me your question. For those who are participating via our online platform, please ask questions by selecting the Ask a Question tab or using the audio question option. Any comments made or questions raised for discussion must be relevant to the business of the meeting. We will now move into the items of business for this meeting as set out in the Notice of Meeting. Proxy results for all items of business are now displayed on the screen. The first item of formal business is to receive the Bravura Solutions financial report for the year ended June 30, 2025. Mr. Leonard from our auditor, Ernst & Young, is available to take questions relevant to the conduct of the audit and the preparation and content of the independent audit report. Please direct any questions you have of our auditor through me. Are there any questions on the Bravura Solutions financial statements, directors' report or the auditor's report? There being no questions, I'll move to Resolution 1. Resolution 1 is the adoption of the remuneration report contained on Pages 17 to 32 of the 2025 annual report. Are there any questions on this item of today's meeting? There being no questions on Resolution 1, I'll move to Resolution 2. Resolution 2 is the election of Mr. Russell Baskerville -- the reelection of Mr. Russell Baskerville. Are there any questions on this item?

Matthew, I've received a question online with respect to this resolution. I'll read the question now. The question comes from shareholder, Stephen Mayne. Could Russell please outline his previous public company chairing experience and what changes, if any, he proposes to introduce at Board level once he takes over as chair at the end of the meeting? Also, what was the selection process for choosing Russell as chair? Was a headhunter involved in the process? Were there any other internal candidates? And did we assess external candidates as part of the process?

Okay. There are 2 questions there. So the first question, I will -- if you could just repeat the first question now, and I'll then ask Russell to answer that.

Certainly. The first part of the question. Could Russell please outline his previous public company chairing experience and what changes, if any, he proposes to introduce at board level once he takes over as chair at the end of the meeting.

Well, thank you for the question, Stephen, and thank you, Mel. I am currently the Chairman of ASX-listed One Click Group Limited, and I'm Deputy Chairman of ASX-listed Spirit Technology Solutions Limited. Prior to that, I was the CEO of publicly listed Empired Limited for some 13 years. With respect to setting out changes to the Board, there was an ASX announcement made this morning that sets our changes to both the Board and committee structure. Was there another part of the question?

You've answered the first part.

Matthew, back to you.

Yes, thanks. If you could read out again the second part of the question, please, Mel?

Yes, sure. What was the selection process for choosing Russell as Chair? Was a headhunter involved in the process? Were there any other internal candidates? And did we assess external candidates as part of the process?

Answer that question, a headhunter wasn't appointed. It was an internal deliberation by the Board. No other candidates were considered.

There are no further questions online with respect to this resolution.

Okay. I'll move to Resolution 3. Resolution 3 is the amendment to the constitution. Are there any questions on this item?

Yes, Matthew, we have received a question with respect to this resolution online. The question comes from Stephen Mayne. Thank you for disclosing the proxies early to the ASX along with the formal addresses. There was a 24% protest vote against the constitutional changes. Which proxy advisers recommended against and what concerns did they raise? Did the Board consider withdrawing this resolution given it is so close to falling short of the 75% supermajority required to make constitutional changes.

Thank you. I believe that 2 proxy advisers recommended against this resolution, notwithstanding the voting numbers that have just been referred to. It looks based on the proxies on the screen, unless any late votes come in, that this amendment will pass and the directors are not considering rescinding or removing this resolution. If it is passed, then the amendment will follow through.

There are no further questions online with respect to this resolution.

In that case, I'll move to Resolution 4. Resolution 4 is the Spill Resolution. As detailed in the Notice of Meeting, Resolution 4 is only required to be put to the meeting if at least 25% of the votes are cast against the adoption of the remuneration report. As Resolution 1 is being considered as a poll, and the results will not be known until after the meeting, Resolution 4 is being put to the meeting and being considered on a poll regardless of the results of Resolution 1. Therefore, this poll is a contingent part. The result of this resolution will only be valid if Resolution 1 is not passed, or passes, but not by more than 25% -- 75% of the votes cast. Conversely, if Resolution 1 passes on a majority of more than 75%, the Spill Resolution will be deemed withdrawn, and any votes cast on the Spill Resolution prior to the withdrawal of the Spill Resolution will be treated as invalid. Are there any questions on this item?

Confirming there are no questions online on this item.

Thank you. I will now allow shareholders to ask any questions that you've already been -- that have not already been addressed after which the poll will be closed. So if you haven't yet voted, please do so now. [Voting]

Are there any other questions?

Matthew, I have received several questions online. I'll read the first question. The first question comes from Stephen Mayne. Could Matthew Quinn please comment as to why he has resigned after only joining the Board in 2023? It is always helpful for investors to have access to some exit perspectives from retiring directors. Could Matthew please comment on what he regards as the best 2 decisions made during his time on the Board and does he have any regrets?

The reason that I'm retiring from the Board is that I was notified by Pinetree Capital, the major shareholder, that they did not support my continuing as Chair and Director of the company. Hence, I decided to resign. The best 2 decisions I have no regrets. I've enjoyed my time on the Bravura board and the results speak for themselves. The best 2 decisions we made during that time, the first was to appoint Andrew Russell as the CEO. He did a fantastic job for 2 years before he resigned in April, and we should give him a great thanks for that. And the second was the sale of the license to one of our major customers who gave us intend that they -- gave us notice that they intended to transition off the platform at the end of their contract. And even though it was in several years' time, we felt it best to monetize the value of that contract now and that enabled us to return more than $50 million of capital to shareholders in a tax effective way.

Thank you, Matthew. I have one further general business question. This question comes from Stephen Mayne. How many full-time equivalent staff do we currently have? And is this likely to fall over the coming 12 months with the rapid rollout of AI? Which parts of our business and operations are the most prospective for AI productivity gains and how energetically are we embracing those opportunities? For a business like ours, is AI more threat or an opportunity?

I'll hand back to Shezad, Interim CEO, to respond.

Thanks, Matthew. Stephen, thanks for the question. We have approximately 1,000 employees. I do not foresee significant changes to that specifically because of AI over the short term. We view AI as both an opportunity and a threat. From an opportunity perspective, it will allow us to operate more effectively internally, lots of use cases out there, for example, in customer service and support, and, of course, in engineering. And we need to make sure that we continue to stay responsive to customer needs as they will continue to demand us to stay on the front foot in terms of any technological changes.

There are no further questions online.

Okay. As there are no further questions, I will declare the polls closed, and I will declare the meeting closed. Thank you for your attendance, and thank you for your support of the company.