Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
001-32945 |
||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
515 Madison Avenue , 8th Floor |
W1J 0DP | |
(Addresses of principal executive offices) |
(Zip codes) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
par value 10 Jersey pence per share |
| ☒ | Accelerated filer | ☐ | ||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||
| Emerging growth company | ||||||
| • | worldwide economic and business conditions; |
| • | our dependence on a limited number of clients in a limited number of industries; |
| • | currency fluctuations among the Indian rupee, the pound sterling, the US dollar, the Australian dollar, the Euro, the South African rand and the Philippine peso; |
| • | political or economic instability in the jurisdictions where we have operations; |
| • | regulatory, legislative and judicial developments; |
| • | increasing competition in the business process management (“BPM”) industry; |
| • | technological innovation; |
| • | our liability arising from cybersecurity attacks, fraud or unauthorized disclosure of sensitive or confidential client and customer data; |
| • | telecommunications or technology disruptions; |
| • | our ability to attract and retain clients; |
| • | negative public reaction in the US or the UK to offshore outsourcing; |
| • | our ability to collect our receivables from, or bill our unbilled services to, our clients; |
| • | our ability to expand our business or effectively manage growth; |
| • | our ability to hire and retain enough sufficiently trained employees to support our operations; |
| • | the effects of our different pricing strategies or those of our competitors; |
| • | our ability to successfully consummate, integrate and achieve accretive benefits from our strategic acquisitions, and to successfully grow our revenue and expand our service offerings and market share; |
| • | future regulatory actions and conditions in our operating areas; |
| • | our ability to manage the impact of climate change on our business; |
| • | volatility of our share price; and |
| • | the possibility of a resurgence of coronavirus disease 2019 (“COVID-19”) pandemic and related impact on our and our clients’ business, financial condition, results of operations and cash flows; |
As at |
||||||||||||
Notes |
June 30, 2024 |
March 31, 2024 |
||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
5 | $ | $ | |||||||||
Investments |
||||||||||||
Accounts receivable, net |
6 | |||||||||||
Unbilled revenue |
6 | |||||||||||
Funds held for clients |
5 | |||||||||||
Derivative assets |
15 | |||||||||||
Contract assets |
20 | |||||||||||
Prepaid expense and other current assets |
7 | |||||||||||
Total current assets |
||||||||||||
Goodwill |
8 | |||||||||||
Other intangible assets, net |
9 | |||||||||||
Property and equipment, net |
10 | |||||||||||
Operating lease right-of-use |
11 | |||||||||||
Derivative assets |
15 | |||||||||||
Deferred tax assets |
2 4 |
|||||||||||
Investments |
||||||||||||
Contract assets |
20 | |||||||||||
Other assets |
7 | |||||||||||
TOTAL ASSETS |
$ | $ | ||||||||||
LIABILITIES AND EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payables |
$ | $ | ||||||||||
Provisions and accrued expenses |
||||||||||||
Derivative liabilities |
15 | |||||||||||
Pension and other employee obligations |
16 | |||||||||||
Short-term borrowings |
13 | |||||||||||
Current portion of long-term debt |
13 | |||||||||||
Contract liabilities |
17 | |||||||||||
Income taxes payable |
24 | |||||||||||
Operating lease liabilities |
11 | |||||||||||
Other liabilities |
18 | |||||||||||
Total current liabilities |
||||||||||||
Derivative liabilities |
15 | |||||||||||
Pension and other employee obligations, less current portion |
16 | |||||||||||
Long-term debt, less current portion |
13 | |||||||||||
Contract liabilities |
17 | |||||||||||
Operating lease liabilities, less current portion |
11 | |||||||||||
Other liabilities, less current portion |
18 | |||||||||||
Deferred tax liabilities |
24 | |||||||||||
TOTAL LIABILITIES |
$ |
$ |
||||||||||
Commitments and contingencies |
27 |
|||||||||||
Shareholders’ equity: |
||||||||||||
Share capital (ordinary shares $ |
19 | |||||||||||
Additional paid-in capital |
||||||||||||
Retained earnings |
||||||||||||
Other reserves, net |
||||||||||||
Accumulated other comprehensive loss |
12 |
( |
) | ( |
) | |||||||
Total shareholder’s equity, including shares held in treasury |
||||||||||||
Less: |
( |
) | ||||||||||
Total shareholders’ equity |
$ |
$ |
||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ |
$ |
||||||||||
Notes |
Three months ended June 30, |
|||||||||||
2024 |
2023 |
|||||||||||
| Revenue |
20 | $ | $ | |||||||||
| Cost of revenue (1) |
||||||||||||
| |
|
|
|
|||||||||
| Gross profit |
||||||||||||
| Operating expenses: |
||||||||||||
| Selling and marketing expenses |
||||||||||||
| General and administrative expenses |
||||||||||||
| Foreign exchange loss/(gain), net |
( |
) | ||||||||||
| Amortization of intangible assets |
9 | |||||||||||
| |
|
|
|
|||||||||
| Operating income |
||||||||||||
| Other income, net |
22 | ( |
) | ( |
) | |||||||
| Interest expense |
21 | |||||||||||
| |
|
|
|
|||||||||
| Income before income taxes |
||||||||||||
| Income tax expense |
24 | |||||||||||
| |
|
|
|
|||||||||
| Net income |
$ |
$ |
||||||||||
| |
|
|
|
|||||||||
| Earnings per share |
25 | |||||||||||
| Basic |
$ | $ | ||||||||||
| Diluted |
$ | $ | ||||||||||
| Weighted average number of shares used in computing earnings per share |
25 | |||||||||||
| Basic |
||||||||||||
| Diluted |
||||||||||||
(1) |
Exclusive of amortization expense |
Three months ended June 30, |
||||||||||||
| |
2024 |
2023 |
||||||||||
| Net income |
$ | $ | ||||||||||
| Other comprehensive income/(loss), net of taxes |
||||||||||||
| Gain/(loss) on retirement benefits |
( |
) | ||||||||||
| Foreign currency translation loss |
( |
) | ( |
) | ||||||||
| (Losses)/gains on cash flow hedges |
( |
) | ||||||||||
| |
|
|
|
|||||||||
| Total other comprehensive (loss)/income, net of tax |
( |
) |
||||||||||
| |
|
|
|
|||||||||
| Total comprehensive income |
$ |
$ |
||||||||||
| |
|
|
|
|||||||||
Share capital |
Treasury shares |
|||||||||||||||||||||||||||||||||||
Number |
Par value |
Additional Paid-in Capital |
Retained earnings |
Other reserves* |
Number |
Amount |
Accumulated Other Comprehensive Income/(Loss) |
Total Equity |
||||||||||||||||||||||||||||
Balance as at April 1, 2023 |
$ | $ | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||||||||
Shares issued for exercised options and RSUs (Refer Note 23) |
( |
) | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Purchase of treasury shares (Refer Note 19) |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||
Cancellation of treasury shares (Refer Note 19) |
( |
) | ( |
) | ( |
) | — | — | ( |
) | — | — | ||||||||||||||||||||||||
Share-based compensation expense (Refer Note 23) |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Transfer from other reserves on utilization |
— | — | — | ( |
) | — | — | — | — | |||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Balance as at June 30, 2023 |
$ |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||||||||
Share capital |
Treasury shares |
|||||||||||||||||||||||||||||||||||
Number |
Par value |
Additional Paid-in Capital |
Retained earnings |
Other reserves* |
Number |
Amount |
Accumulated Other Comprehensive Income/(Loss) |
Total Equity |
||||||||||||||||||||||||||||
Balance as at April 1, 2024 |
$ | $ | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||||||||
Shares issued for exercised options and RSUs (Refer Note 23) |
( |
) | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Purchase of treasury shares (Refer Note 19) |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||
Share-based compensation expense (Refer Note 23) |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Transfer from other reserves on utilization |
— | — | — | ( |
) | — | — | — | — | |||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
Balance as at June 30, 2024 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
|||||||||||||||||||||||||
| * | Other reserves include the Special Economic Zone Re-Investment Reserve created out of the profits of eligible Special Economic Zones (“SEZ”) units in terms of the provisions of the Indian Income-tax Act, 1961. Further, these provisions require the reserve to be utilized by the Company for acquiring new plant and machinery for the purpose of its business (Refer Note 24). |
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
||||||||
Share-based compensation expense |
||||||||
Amortization of debt issuance cost |
||||||||
Allowance for expected credit losses (“ECL”) |
||||||||
Unrealized foreign currency exchange (gain), net |
( |
) | ( |
) | ||||
Income from mutual funds |
( |
) | ( |
) | ||||
Loss/(gain) on sale of property and equipment |
( |
) | ||||||
Deferred tax benefit |
( |
) | ( |
) | ||||
Unrealized loss on derivative instruments |
||||||||
Reduction in carrying amount of operating lease right-of-use assets |
||||||||
Changes in operating assets and liabilities, net of effects of acquisitions: |
||||||||
Account receivables and unbilled revenue |
( |
) | ( |
) | ||||
Other assets |
( |
) | ( |
) | ||||
Account payables |
( |
) | ( |
) | ||||
Contract liabilities |
||||||||
Other liabilities |
( |
) | ( |
) | ||||
Operating lease liabilities |
( |
) | ( |
) | ||||
Income taxes payable |
||||||||
Net cash provided by operating activities |
||||||||
Cash flows from investing activities: |
||||||||
Proceeds from working capital adjustment on acquisition of Vuram |
||||||||
Payment for property and equipment and intangible Assets |
( |
) | ( |
) | ||||
Proceeds from sale of property and equipment |
||||||||
Investment in fixed deposits |
( |
) | ( |
) | ||||
Proceeds from maturity of fixed deposits |
||||||||
Mutual funds (purchased)/sold, net (short-term) |
( |
) | ||||||
Net cash (used in)/provided by investing activities |
( |
) |
||||||
Cash flows from financing activities: |
||||||||
Payment for repurchase of shares |
( |
) | ( |
) | ||||
Repayment of long-term debt |
( |
) | ( |
) | ||||
Proceeds from long-term debt |
||||||||
Contingent consideration paid towards acquisition of Optibuy |
( |
) | ||||||
Proceeds from short-term borrowings |
||||||||
Payment of debt issuance cost |
( |
) | ||||||
Net cash provided by/(used in) financing activities |
( |
) | ||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash* |
( |
) | ( |
) | ||||
Net change in cash, cash equivalents and restricted cash |
( |
) | ( |
) | ||||
Cash, cash equivalents and restricted cash at the beginning of the period |
||||||||
Cash, cash equivalents and restricted cash at the end of the period |
$ |
$ |
||||||
Supplemental cash flow information: |
||||||||
Cash paid for interest |
( |
) | ( |
) | ||||
Cash (paid)/refunded for income taxes |
( |
) | ||||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||
(i) Liability towards property and equipment and intangible assets purchased on credit |
$ | $ | ||||||
(ii) Lease liabilities arising from obtaining operating lease right-of-use assets |
||||||||
| * | Restricted cash represents funds held for clients. |
a. |
Basis of preparation and consolidation |
b. |
Use of estimates |
c. |
Business combinations |
d. |
Functional and presentation currency |
e. |
Foreign currency transactions and translation |
i. |
Transactions in foreign currency |
ii. |
Foreign operations |
f. |
Derivative financial instruments and hedge accounting |
i. |
Cash flow hedges |
ii. |
Offsetting of financial instruments |
iii. |
Fair value of financial instruments |
i v . |
Impairment of non-derivative financial assets |
g. |
Equity and share capital |
h. |
Cash and cash equivalents |
i. |
Investments |
i. |
Mutual funds |
ii. |
Investments in fixed deposits |
j. |
Funds held for clients |
k. |
Property and equipment |
| Asset description |
Asset life (in years) |
|||
| Buildings |
||||
| Computers and software |
||||
| Furniture, fixtures and office equipment |
||||
| Vehicles |
||||
| Leasehold improvements |
||||
l. |
Goodwill |
m. |
Intangible assets |
| Asset description |
Weighted average amortization period (in months) |
|||
| Customer contracts |
||||
| Customer relationships |
||||
| Covenant not-to-compete |
||||
| Trade names |
||||
| Technology |
||||
| Software |
||||
| Service mark |
||||
n. |
Impairment of intangible assets and goodwill |
o. |
Employee benefits |
i. |
Defined contribution plans |
ii. |
Defined benefit plan |
iii. |
Compensated absences |
p. |
Share-based payments |
q. |
Provisions and accrued expenses |
r. |
Revenue recognition |
| a) | per full-time-equivalent arrangements, which typically involve billings based on the number of full-time employees (or equivalent) deployed on the execution of the business process outsourced; |
| b) | per transaction arrangements, which typically involve billings based on the number of transactions processed (such as the number of e-mail responses, or airline coupons or insurance claims processed); |
| c) | subscription arrangements, which typically involve billings based on per member per month, based on contractually agreed rates; |
| d) | fixed-price arrangements, which typically involve billings based on achievements of pre-defined deliverables or milestones; |
| e) | outcome-based arrangements, which typically involve billings based on the business result achieved by our clients through our service efforts (such as measured based on a reduction in days sales outstanding, improvement in working capital, increase in collections or a reduction in operating expenses); or |
| f) | other pricing arrangements, including cost-plus arrangements, which typically involve billing the contractually agreed direct and indirect costs and a fee based on the number of employees deployed under the arrangement. |
| a) | the Company has the primary responsibility for providing the services, |
| b) | the Company negotiates labor rates with repair centers, and |
| c) | the Company is responsible for timely and satisfactory completion of repairs. |
s. |
Leases |
t. |
Interest expense |
u. |
Income taxes |
i. |
Current income tax |
ii. |
Deferred income tax |
v. |
Earnings per share |
w. |
Government grants |
y. |
Concentration of credit risk |
i. |
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU: |
• |
modifies the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. |
• |
should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. |
ii. |
In November 2023, FASB issued ASU No. 2023-07, Segment Reporting (“Accounting Standards Codification (“ASC”) Topic 280”): Improvements to Reportable Segment Disclosures. This ASU: |
• |
improves reportable segment disclosure requirements on an annual and interim basis for all public entities by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. |
• |
allows, in addition to the measure that is most consistent with US GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. |
iii. |
In December 2023, FASB issued ASU No. 2023-09, Income Taxes (“ASC Topic 740”), Improvements to Income Tax Disclosures. This ASU: |
• |
expands disclosures relating to the entity’s income tax rate reconciliation, income taxes paid and certain other disclosures related to income taxes. |
iv. |
In March 2024, FASB issued ASU No. 2024-01, Compensation-Stock Compensation (“ASC Topic 718”). This ASU: |
• |
clarifies how to evaluate whether profits interest and similar awards given to employees and non-employees are within the scope of share-based payment arrangement under ASC 718. |
v. |
In March 2024, FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. This ASU: |
• |
contains amendments to the ASC that remove references to various FASB Concepts Statements. |
a) |
The Smart Cube Limited |
Amount |
||||
Cash |
$ | |||
Accounts receivables |
||||
Unbilled revenue |
||||
Prepaid expense and other current assets |
||||
Property and equipment |
||||
Operating lease right-of-use |
||||
Other intangible assets |
||||
- Customer relationships |
||||
- Customer contracts |
||||
- Covenant not-to-compete |
||||
- Software |
||||
Non-current assets |
||||
Deferred tax assets |
||||
Current liabilities |
( |
) | ||
Non-current liabilities |
( |
) | ||
Operating lease liabilities |
( |
) | ||
Deferred tax liabilities |
( |
) | ||
Net assets acquired |
||||
Less: Purchase consideration |
( |
) | ||
Goodwill on acquisition |
$ |
|||
b) |
OptiBuy sp. z.o.o. |
Amount |
||||
Cash |
$ | |||
Accounts receivables |
||||
Unbilled revenue |
||||
Prepaid expense and other current assets |
||||
Property and equipment |
||||
Operating lease right-of-use |
||||
Other intangible assets |
||||
- Customer relationships |
||||
- Customer contracts |
||||
- Covenant not-to-compete |
||||
- Software |
||||
Non-current assets |
||||
Deferred tax assets |
||||
Current liabilities |
( |
) | ||
Non-current liabilities |
( |
) | ||
Operating lease liabilities |
( |
) | ||
Deferred tax liabilities |
( |
) | ||
Net assets acquired |
||||
Less: Purchase consideration |
( |
) | ||
Goodwill on acquisition |
$ |
|||
c) |
Payment for business transfer (from a large insurance company) |
Amount |
||||
| Other intangible assets |
||||
| - Customer contracts |
$ | |||
| Deferred tax liabilities |
( |
) | ||
| |
|
|||
| Net assets acquired |
||||
| Less: Purchase consideration |
( |
) | ||
| |
|
|||
| Goodwill on acquisition |
$ |
|||
| |
|
|||
d) |
Vuram Technology Solutions Private Limited |
Amount |
||||
| Cash |
$ | |||
| Investments |
||||
| Accounts receivables |
||||
| Unbilled revenue |
||||
| Prepaid expense and other current assets |
||||
| Property and equipment |
||||
| Operating lease right-of-use |
||||
| Other intangible assets |
||||
| - Customer relationships |
||||
| - Customer contracts |
||||
| - Covenant not-to-compete |
||||
| - Software & Trade name |
||||
| Non-current assets |
||||
| Deferred tax assets |
||||
| Current liabilities |
( |
) | ||
| Non-current liabilities |
( |
) | ||
| Operating lease liabilities |
( |
) | ||
| Deferred tax liabilities |
( |
) | ||
| |
|
|||
| Net assets acquired |
||||
| Less: Purchase consideration |
( |
) | ||
| |
|
|||
| Goodwill on acquisition |
$ |
|||
| |
|
|||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Cash and bank balances |
$ | $ | ||||||
Short-term deposits with banks |
||||||||
Funds held for clients - Restricted cash |
||||||||
Total |
$ | $ |
||||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Account receivables and unbilled revenue |
$ | $ | ||||||
Less: Allowances for ECL |
( |
) |
( |
) | ||||
Total |
$ |
$ |
||||||
Three months ended June 30, |
Year ended |
|||||||||||
2024 |
2023 |
March 31, 2024 |
||||||||||
Balance at the beginning of the period |
$ | $ | $ | |||||||||
Charged to consolidated statement of income |
||||||||||||
Write-offs, net of collections |
( |
) | ( |
) | ( |
) | ||||||
Reversals |
( |
) | ( |
) | ( |
) | ||||||
Translation adjustment |
||||||||||||
Balance at the end of the period |
$ |
$ |
$ |
|||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
| Current: |
||||||||
| Prepaid expenses |
$ | $ | ||||||
| Service tax and other tax receivables |
||||||||
| Employee receivables |
||||||||
| Advances to suppliers |
||||||||
| Other assets |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
| Non-current: |
||||||||
| Service tax and other tax receivables |
$ | $ | ||||||
| Deposits |
||||||||
| Income tax assets |
||||||||
| Other assets |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
TSLU |
MRHP |
HCLS |
BFSI |
Total |
||||||||||||||||
| Balance as at April 1, 2023 |
$ | $ | $ | $ | $ | |||||||||||||||
| Goodwill arising on acquisitions (Refer Note 4(a), 4(b)) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Translation adjustments |
( |
) | ( |
) | ( |
) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as at March 31, 2024 |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Translation adjustments |
( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as at June 30, 2024 |
$ |
$ |
$ |
$ |
||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
As at June 30, 2024 |
||||||||||||
Gross carrying amount |
Accumulated amortization and impairment |
Net carrying amount |
||||||||||
| Finite-lived intangible assets: |
||||||||||||
| Customer contracts |
$ |
$ |
$ |
|||||||||
| Customer relationships |
||||||||||||
| Intellectual property and other rights |
||||||||||||
| Software |
||||||||||||
| Technology |
||||||||||||
| Leasehold benefits |
||||||||||||
| Trade names |
||||||||||||
| Covenant not-to-compete |
||||||||||||
| |
|
|
|
|
|
|||||||
$ |
$ |
$ |
||||||||||
| Indefinite-lived intangible assets: |
||||||||||||
| Service mark |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total intangible assets |
$ |
$ |
$ |
|||||||||
| |
|
|
|
|
|
|||||||
As at March 31, 2024 |
||||||||||||
Gross carrying amount |
Accumulated amortization and impairment |
Net carrying amount |
||||||||||
| Finite-lived intangible assets: |
||||||||||||
| Customer contracts |
$ | $ | $ | |||||||||
| Customer relationships |
||||||||||||
| Intellectual property and other rights |
||||||||||||
| Software |
||||||||||||
| Technology |
||||||||||||
| Leasehold benefits |
||||||||||||
| Trade names |
||||||||||||
| Covenant not-to-compete |
||||||||||||
| |
|
|
|
|
|
|||||||
$ |
$ |
$ |
||||||||||
| Indefinite-lived intangible assets: |
||||||||||||
| Service mark |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total intangible assets |
$ |
$ |
$ |
|||||||||
| |
|
|
|
|
|
|||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Amortization expense |
$ |
$ |
||||||
| |
|
|
|
|||||
$ |
6, |
$ |
||||||
| |
|
|
|
|||||
Amount |
||||
| July 1, 2024 to March 31, 2025 |
$ |
|||
| 2026 |
||||
| 2027 |
||||
| 2028 |
||||
| 2029 |
||||
| Thereafter |
||||
| |
|
|||
$ |
||||
| |
|
|||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
| Owned Assets: |
||||||||
| Building s |
$ |
$ | ||||||
| Computers and software |
||||||||
| Furniture, fixtures and office equipment |
||||||||
| Vehicles |
||||||||
| Leasehold improvements |
||||||||
| Capital work-in-progress |
||||||||
| |
|
|
|
|||||
$ |
$ |
|||||||
| Less: Accumulated depreciation |
||||||||
| |
|
|
|
|||||
| Property and equipment, net |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Depreciation expense |
$ |
$ |
||||||
| |
|
|
|
|||||
$ |
$ |
|||||||
| |
|
|
|
|||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Operating lease |
||||||||
Operating lease right-of-use-asset |
$ | $ |
||||||
Operating lease liabilities - Current |
$ |
$ |
||||||
Operating lease liabilities - Non current |
$ |
$ |
||||||
Total operating lease liabilities |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Operating lease cost |
$ |
$ |
||||||
Short-term lease cost |
||||||||
Variable lease cost |
||||||||
Total lease cost |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Cash payments for amounts included in the measurement of lease liabilities : |
||||||||
Operating cash outflows for operating leases |
$ | ( |
) | $ | ( |
) | ||
Right-of-use asset obtained in exchange of lease liabilities-net |
||||||||
Weighted average remaining lease term (in years) |
||||||||
Weighted average discount rate |
% | % | ||||||
Period range |
Operating lease |
|||
July 1, 2024 to March 31, 2025 |
$ |
|||
2026 |
||||
2027 |
||||
2028 |
||||
2029 |
||||
Thereafter |
||||
Total lease payments |
$ |
|||
Less: imputed interest |
$ |
|||
Total operating lease liabilities |
$ |
|||
Period range |
Operating lease |
|||
2025 |
$ |
|||
2026 |
||||
2027 |
||||
2028 |
||||
2029 |
||||
Thereafter |
||||
Total lease payments |
$ |
|||
Less: imputed interest |
$ |
|||
Total operating lease liabilities |
$ |
|||
Currency translation adjustments |
Unrealized gain/(loss) on cash flow hedges |
Retirement benefits |
Total |
|||||||||||||
| Balance as at April 1, 2024 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
| Gains / (losses) recognized during the period |
( |
) | ( |
) | ( |
) | ||||||||||
| Reclassification to net income |
||||||||||||||||
| Income tax effects |
( |
) | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Accumulated other comprehensive loss as at June 30, 2024 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance as at April 1, 2023 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
| Gains / (losses) recognized during the period |
( |
) | ( |
) | ||||||||||||
| Reclassification to net income |
||||||||||||||||
| Income tax effects |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Accumulated other comprehensive loss as at June 30, 2023 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
| |
|
|
|
|
|
|
|
|||||||||
As at |
||||||||||||||
| Currency |
Interest rate |
Final maturity (financial year) |
June 30, 2024 |
March 31, 2024 |
||||||||||
| US dollars |
$ |
$ |
||||||||||||
| US dollars |
||||||||||||||
| Sterling Pound |
||||||||||||||
| |
|
|
|
|||||||||||
| Total |
||||||||||||||
| Less: Debt issuance cost |
( |
) |
( |
) | ||||||||||
| Total |
||||||||||||||
| |
|
|
|
|||||||||||
| Current portion of long-term debt |
$ | $ | ||||||||||||
| Long-term debt |
$ | $ | ||||||||||||
Amount |
||||
| July 1, 2024 to March 31, 2025 |
$ | |||
| 2026 |
||||
| 2027 |
||||
| 2028 |
||||
| 2029 |
||||
| 2030 |
||||
| |
|
|||
| Total |
$ |
|||
| |
|
|||
Fair value measurement at reporting date using |
||||||||||||||||
Description |
June 30, 2024 |
Quoted prices in active markets for identical assets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
||||||||||||
Assets |
||||||||||||||||
Foreign exchange contracts |
$ | $ | |
|||||||||||||
Investments in mutual funds |
||||||||||||||||
Total assets |
$ |
|||||||||||||||
Liabilities |
||||||||||||||||
Foreign exchange contracts |
$ | $ | ||||||||||||||
Contingent consideration |
$ | |
||||||||||||||
Total liabilities |
$ |
$ |
$ |
|||||||||||||
Fair value measurement at reporting date using |
||||||||||||||||
Description |
March 31, 2024 |
Quoted prices in active markets for identical assets (Level 1) |
Significant other Observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
||||||||||||
Assets |
||||||||||||||||
Foreign exchange contracts |
$ |
$ |
$ |
$ |
||||||||||||
Investments in mutual funds |
||||||||||||||||
Total assets |
$ |
$ |
$ |
$ |
||||||||||||
Liabilities |
||||||||||||||||
Foreign exchange contracts |
$ |
$ |
$ |
$ |
||||||||||||
Contingent consideration |
||||||||||||||||
Total liabilities |
$ |
$ |
$ |
$ |
||||||||||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Balance at the beginning of the Period |
$ |
$ |
||||||
Interest expense recognized in the consolidated statement of income |
||||||||
Gain recognized in the consolidated statement of income (Refer Note 4(a), 4(d)) |
( |
) | ||||||
Translation |
( |
) | ( |
) | ||||
Balance at the end of the period |
$ |
$ |
||||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
| Forward contracts (Sell) |
||||||||
| In US dollars |
$ | $ | ||||||
| In Pound Sterling |
||||||||
| In Euro |
||||||||
| In Australian dollars |
||||||||
| Others |
||||||||
| |
|
|
|
|||||
$ |
$ |
|||||||
| |
|
|
|
|||||
| Option contracts (Sell) |
||||||||
| In US dollars |
$ | $ | ||||||
| In Pound Sterling |
||||||||
| In Euro |
||||||||
| In Australian dollars |
||||||||
| |
|
|
|
|||||
$ |
$ |
|||||||
| |
|
|
|
|||||
Derivatives in cash flow hedging relationships |
Derivatives not designated as hedging instruments |
|||||||||||||||
As at |
As at |
|||||||||||||||
June 30, 2024 |
March 31, 2024 |
June 30, 2024 |
March 31, 2024 |
|||||||||||||
| Assets: |
||||||||||||||||
| Derivative assets |
$ |
$ |
$ |
$ |
||||||||||||
| Liabilities: |
||||||||||||||||
| Derivative liabilities |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Revenue |
$ |
( |
) | $ |
( |
) | ||
| Foreign exchange gain/(loss), net |
( |
) | ||||||
| Income tax related to amounts reclassified into consolidated statement of income |
||||||||
| |
|
|
|
|||||
| Total |
$ | ( |
) | $ |
( |
) | ||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Derivative financial instruments: |
||||||||
| Unrealized gain/(loss) recognized in OCI |
||||||||
| Derivatives in cash flow hedging relationships |
$ |
$ |
( |
) | ||||
| Gain/(loss) recognized in consolidated statements of income |
||||||||
| Derivatives not designated as hedging instruments |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
$ |
( |
) |
$ |
( |
) | |||
| |
|
|
|
|||||
Description of types of financial assets |
Gross amounts of recognized financial assets |
Gross amounts of recognized financial liabilities offset in the statement of financial position |
Net amounts of financial assets presented in the statement of financial position |
Related amount not set off in financial instruments |
||||||||||||||||||||
Financial Instruments |
Cash collateral received |
Net Amount |
||||||||||||||||||||||
Derivative assets |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
Total |
$ |
$ |
$ |
$ |
( |
) |
$ |
$ |
||||||||||||||||
Description of types of financial liabilities |
Gross amounts of recognized financial liabilities |
Gross amounts of recognized financial assets offset in the statement of financial position |
Net amounts of financial liabilities presented in the statement of financial position |
Related amount not set off in financial instruments |
||||||||||||||||||||
Financial instruments |
Cash collateral pledged |
Net Amount |
||||||||||||||||||||||
Derivative liabilities |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
Total |
$ |
$ |
$ |
$ |
( |
) |
$ |
$ |
||||||||||||||||
Description of types of financial assets |
Gross amounts of recognized financial assets |
Gross amounts of recognized financial liabilities offset in the statement of financial position |
Net amounts of financial assets presented in the statement of financial position |
Related amount not set off in financial instruments |
||||||||||||||||||||
Financial Instruments |
Cash collateral received |
Net Amount |
||||||||||||||||||||||
Derivative assets |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
Total |
$ |
$ |
$ |
$ |
( |
) |
$ |
$ |
||||||||||||||||
Description of types of financial liabilities |
Gross amounts of recognized financial liabilities |
Gross amounts of recognized financial assets offset in the statement of financial position |
Net amounts of financial liabilities presented in the statement of financial position |
Related amount not set off in financial instruments |
||||||||||||||||||||
Financial instruments |
Cash collateral pledged |
Net Amount |
||||||||||||||||||||||
Derivative liabilities |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
Total |
$ |
$ |
$ |
$ |
( |
) |
$ |
$ |
||||||||||||||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
| Current: |
||||||||
| Salaries and bonus |
$ | $ | ||||||
| Pension |
||||||||
| Withholding taxes on salary and statutory payables |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
| Non-current: |
||||||||
| Pension and other obligations |
$ | $ | ||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Salaries and bonus |
$ |
$ |
||||||
| Employee benefit plans: |
||||||||
| Defined contribution plan |
||||||||
| Defined benefit plan |
||||||||
| Share-based compensation expense (Refer Note 23) |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Cost of revenue |
$ |
$ |
||||||
| Selling and marketing expenses |
||||||||
| General and administrative expenses |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| India |
$ |
$ |
||||||
| United States |
||||||||
| United Kingdom |
||||||||
| South Africa |
||||||||
| Sri Lanka |
||||||||
| Philippines |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Service cost |
$ |
$ |
||||||
| Interest cost |
||||||||
| Expected return on plan assets |
( |
) | ( |
) | ||||
| Amortization of prior service cost/(credit) |
( |
) | ( |
) | ||||
| Amortization of actuarial (gain)/loss, gross of tax |
||||||||
| |
|
|
|
|||||
| Net gratuity cost |
$ |
$ |
||||||
| |
|
|
|
|||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Net actuarial (gain)/loss |
$ | $ | ||||||
Net prior service cost/(credit) |
( |
) | ( |
) | ||||
Accumulated Other comprehensive income/(loss), excluding tax effects |
$ |
$ |
||||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Change in projected benefit obligations |
||||||||
Obligation at beginning of the period |
$ |
$ | ||||||
Foreign currency translation |
( |
) | ( |
) | ||||
Service cost |
||||||||
Interest cost |
||||||||
Benefits paid |
( |
) |
( |
) | ||||
Plan Amendments |
( |
) | ||||||
Actuarial (gain)/loss |
( |
) | ||||||
Benefit obligation at end of the period |
$ |
$ |
||||||
Change in plan assets |
||||||||
Plan assets at beginning of the period |
$ |
$ | ||||||
Foreign currency translation |
( |
) | ||||||
Actual return on plan assets |
||||||||
Actual contributions |
||||||||
Benefits paid |
( |
) | ( |
) | ||||
Plan assets at end of the period |
$ |
$ |
||||||
Unfunded status at the end of the period |
$ |
$ |
||||||
Unfunded amounts recognized in consolidated Balance sheets |
||||||||
Current liability |
$ |
$ | ||||||
Non-current liability |
||||||||
Total accrued liability |
$ |
$ |
||||||
Accumulated benefit obligation |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Discount rate: |
||||||||
India |
||||||||
Philippines |
||||||||
Sri Lanka |
||||||||
Dubai |
||||||||
Rate of increase in compensation level |
||||||||
Expected rate of return on plan assets |
||||||||
Amount |
||||
July 1, 2024 to March 31, 2025 |
$ |
|||
2026 |
||||
2027 |
||||
2028 |
||||
2029 |
||||
Thereafter |
||||
$ |
||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Current: |
||||||||
Payments in advance of services |
$ |
$ | ||||||
Advance billings |
||||||||
Others |
||||||||
Total |
$ |
$ |
||||||
Non-current: |
||||||||
Payments in advance of services |
$ |
$ | ||||||
Advance billings |
||||||||
Others |
||||||||
Total |
$ |
$ |
||||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Current: |
||||||||
Withholding taxes and value added tax payables |
$ | $ | ||||||
Contingent consideration (Refer Note 4(a) & 4(b)) |
||||||||
Other liabilities |
||||||||
Total |
$ |
$ |
||||||
Non-current: |
||||||||
Contingent consideration (Refer Note 4(a) & 4(b)) |
$ | $ | ||||||
Other liabilities |
||||||||
Total |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Industry-specific |
$ | $ | ||||||
| Finance and accounting |
||||||||
| Customer experience services |
||||||||
| Research and analytics |
||||||||
| Others |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
Revenue by industry |
||||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Insurance |
$ | $ | ||||||
| Healthcare |
||||||||
| Diversified businesses including manufacturing, retail, CPG, media and entertainment, and telecom |
||||||||
| Travel and leisure |
||||||||
| Banking and financial services |
||||||||
| Shipping and logistics |
||||||||
| Hi-tech and professional services |
||||||||
| Utilities |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Full-time-equivalent |
$ | $ | ||||||
| Transaction |
||||||||
| Subscription |
||||||||
| Fixed price |
||||||||
| Others |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| India |
$ | $ | ||||||
| Philippines |
||||||||
| United States |
||||||||
| South Africa |
||||||||
| UK (1) |
||||||||
| Romania |
||||||||
| Sri Lanka |
||||||||
| China |
||||||||
| Poland |
||||||||
| Costa Rica |
||||||||
| Australia |
||||||||
| Malaysia |
||||||||
| Spain |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
| (1) | Includes revenue derived from Germany, which was not significant. |
As at June 30, 2024 |
||||||||||||||||
Sales Commission |
Transition activities |
Upfront payment / Others |
Total |
|||||||||||||
| Opening balance |
$ | $ | $ | $ | ||||||||||||
| Additions during the period |
||||||||||||||||
| Amortization during the period |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Impairment loss recognized during the period |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Translation adjustments |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Closing balance |
$ |
$ |
$ |
$ |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
As at March 31, 2024 |
||||||||||||||||
Sales Commission |
Transition activities |
Upfront payment / Others |
Total |
|||||||||||||
| Opening balance |
$ | $ | $ | $ | ||||||||||||
| Additions during the period |
||||||||||||||||
| Amortization during the period |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Impairment loss recognized during the period |
( |
) | ( |
) | ||||||||||||
| Translation adjustments |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Closing balance |
$ |
$ |
$ |
$ |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Payments in advance of services |
$ |
$ | ||||||
Advance billings |
||||||||
Others |
||||||||
Total |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Payments in advance of services |
$ | $ | ||||||
Advance billings |
||||||||
Others |
||||||||
Total |
$ |
$ |
||||||
As at June 30, 2024 |
||||||||||||||||||||
Less than |
More than |
Total |
||||||||||||||||||
Transaction price allocated to remaining performance obligations |
$ | $ | $ | $ | $ | |||||||||||||||
As at March 31, 2024 |
||||||||||||||||||||
Less than |
More than |
Total |
||||||||||||||||||
Transaction price allocated to remaining performance obligations |
$ | $ | $ | $ | $ | |||||||||||||||
| (i) | contracts with an original expected length of one year or less; and |
| (ii) | contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed. |
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Interest expense |
$ | $ | ||||||
Others |
||||||||
Total |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Net gain arising on financial assets |
$ | $ | ||||||
Interest income |
||||||||
Others, net |
||||||||
Total |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Share-based compensation expense recorded in: |
||||||||
Cost of revenue |
$ | $ | ||||||
Selling and marketing expenses |
||||||||
General and administrative expenses |
||||||||
Total share-based compensation expense |
$ |
$ |
||||||
Income tax benefit (including excess tax benefit) related to share-based compensation expense |
||||||||
| (i) | Movements in the number of RSUs dependent on non-market performance condition outstanding under the 2006 Incentive Award Plan and the 2016 Incentive Award Plan and their related weighted average fair values are as follow: |
Shares |
Weighted average fair value |
Aggregate intrinsic value |
||||||||||
Outstanding as at March 31, 2023 |
$ |
$ |
||||||||||
Granted |
||||||||||||
Exercised |
( |
) | ||||||||||
Forfeited |
( |
) | ||||||||||
Outstanding as at March 31, 2024 |
$ |
$ |
||||||||||
Granted |
||||||||||||
Exercised |
( |
) | ||||||||||
Forfeited |
( |
) | ||||||||||
Outstanding as at June 30, 2024 |
||||||||||||
RSUs exercisable |
$ |
$ |
||||||||||
RSUs expected to vest |
$ |
$ |
||||||||||
| (ii) | The 2006 Incentive Award Plan and the 2016 Incentive Award Plan also allow for the grant of RSUs based on the market price of the Company’s shares achieving a specified target over a period of time. The fair value of market-based share awards is determined using Monte-Carlo simulation. |
Shares |
Weighted average fair value |
Aggregate intrinsic value |
||||||||||
Outstanding as at March 31, 2023 |
$ |
$ |
$ |
|||||||||
Granted |
||||||||||||
Exercised |
( |
) | $ | $ | ||||||||
Forfeited |
||||||||||||
Outstanding as at March 31, 2024 |
||||||||||||
Granted |
||||||||||||
Exercised |
||||||||||||
Forfeited |
||||||||||||
Outstanding as at June 30, 2024 |
||||||||||||
RSUs exercisable |
||||||||||||
RSUs expected to vest |
||||||||||||
| (iii) | RSUs related to total shareholder’s return (“TSR”) |
Shares |
Weighted average fair value |
Aggregate intrinsic value |
||||||||||
| Outstanding as at March 31, 2023 |
$ |
$ |
||||||||||
| Granted |
||||||||||||
| Exercised |
( |
) | ||||||||||
| Forfeited |
( |
) | ||||||||||
| |
|
|||||||||||
| Outstanding as at March 31, 2024 |
$ |
$ |
||||||||||
| Granted |
||||||||||||
| Exercised |
( |
) | ||||||||||
| Forfeited |
( |
) | ||||||||||
| Lapsed |
( |
) | ||||||||||
| |
|
|||||||||||
| Outstanding as at June 30, 2024 |
$ |
$ |
||||||||||
| RSUs exercisable |
$ | $ | ||||||||||
| RSUs expected to vest |
$ | $ | ||||||||||
Shares |
Weighted average fair value |
Aggregate intrinsic value |
||||||||||
| Outstanding as at March 31, 2023 |
$ |
$ |
||||||||||
| Granted |
||||||||||||
| Exercised |
( |
) | ||||||||||
| Forfeited |
( |
) | ||||||||||
| |
|
|
|
|||||||||
| Outstanding as at March 31, 2024 |
$ |
$ |
||||||||||
| Granted |
||||||||||||
| Exercised |
( |
) | ||||||||||
| Forfeited |
( |
) | ||||||||||
| Outstanding as at June 30, 2024 |
||||||||||||
| RSUs exercisable |
$ |
$ |
||||||||||
| RSUs expected to vest |
$ |
$ |
||||||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Domestic |
$ |
( |
) | $ |
( |
) | ||
| Foreign |
||||||||
| |
|
|
|
|||||
| Income before income taxes |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
| Current taxes |
||||||||
| Domestic taxes |
$ | $ | ||||||
| Foreign taxes |
||||||||
| |
|
|
|
|||||
$ |
$ |
|||||||
| |
|
|
|
|||||
| Deferred taxes |
||||||||
| Domestic taxes |
||||||||
| Foreign taxes |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
$ |
( |
) |
$ |
( |
) | |||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Income tax expense |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Current taxes |
$ | $ | ||||||
Deferred taxes: |
||||||||
Unrealized gain/(loss) on cash flow hedging derivatives |
||||||||
Retirement benefits |
( |
) | ||||||
Total income tax (benefit)/ expense recognized directly in other comprehensive income |
$ |
$ |
||||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Opening Balance |
$ | $ | ||||||
Increase/(Decrease) related to prior period tax positions |
( |
) | ||||||
Increase related to current year tax positions |
||||||||
Translation adjustments |
( |
) | ||||||
Closing Balance |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Numerator: |
||||||||
Net income |
$ | $ | ||||||
Denominator: |
||||||||
Basic weighted average number of shares outstanding |
||||||||
Dilutive impact of equivalent share-based options and RSUs |
||||||||
Diluted weighted average number of shares outstanding |
||||||||
Earnings per share |
||||||||
Basic |
||||||||
Diluted |
||||||||
Weighted average potentially dilutive shares considered anti-dilutive and not included in computing diluted earnings per share |
||||||||
| • | Banking/Financial Services, and Insurance (“BFSI”), |
| • | Travel, Shipping/Logistics, and Utilities (“TSLU’’), |
| • | Manufacturing/Retail/Consumer, Hi-tech/Professional Services, and Procurement (“MRHP”), and |
| • | Healthcare/Life Sciences (“HCLS”) |
TSLU |
MRHP |
HCLS |
BFSI |
Reconciling item (3) |
Total |
|||||||||||||||||||
Revenue from external customers |
||||||||||||||||||||||||
Segment Revenue |
$ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||
Payments to repair centers |
||||||||||||||||||||||||
Revenue less repair payments (non-GAAP) |
( |
) |
||||||||||||||||||||||
Adjusted cost of revenue (1) (2) |
||||||||||||||||||||||||
Segment gross profit |
( |
) |
||||||||||||||||||||||
Other costs |
||||||||||||||||||||||||
Other income, net |
( |
) | ||||||||||||||||||||||
Interest expense |
||||||||||||||||||||||||
Amortization of intangible assets |
||||||||||||||||||||||||
Share-based compensation expense |
||||||||||||||||||||||||
Income- tax expense |
||||||||||||||||||||||||
Net income |
$ |
|||||||||||||||||||||||
(1) |
Excludes share-based compensation expense. |
(2) |
Adjusted cost of revenue under reconciling items includes inter and intra segment eliminations and unallocated expenses. |
(3) |
Revenue under reconciling items includes inter and intra segment eliminations and impact of foreign exchange fluctuations. |
TSLU |
MRHP |
HCLS |
BFSI |
Reconciling item (3) |
Total |
|||||||||||||||||||
Revenue from external customers |
||||||||||||||||||||||||
Segment Revenue |
$ | |
$ | |
$ | |
$ | |
$ | ( |
) | $ | |
|||||||||||
Payments to repair centers |
||||||||||||||||||||||||
Revenue less repair payments (non-GAAP) |
( |
) |
||||||||||||||||||||||
Adjusted cost of revenue (1) (2) |
||||||||||||||||||||||||
Segment gross profit |
( |
) |
||||||||||||||||||||||
Other costs |
||||||||||||||||||||||||
Other income, net |
( |
) | ||||||||||||||||||||||
Interest expense |
||||||||||||||||||||||||
Amortization of intangible assets |
||||||||||||||||||||||||
Share-based compensation expense |
||||||||||||||||||||||||
Income- tax expense |
||||||||||||||||||||||||
Net income |
$ |
|||||||||||||||||||||||
(1) |
Excludes share-based compensation expense. |
(2) |
Adjusted cost of revenue under reconciling items includes inter and intra segment eliminations and unallocated expenses. |
(3) |
Revenue under reconciling items includes inter and intra segment eliminations and impact of foreign exchange fluctuations. |
Three months ended June 30, |
||||||||
2024 |
2023 |
|||||||
Jersey, Channel Islands |
$ | $ | ||||||
North America (primarily the US) |
||||||||
UK |
||||||||
Australia |
||||||||
Europe (excluding the UK) |
||||||||
South Africa |
||||||||
Rest of the world |
||||||||
Total |
$ |
$ | ||||||
As at |
||||||||
June 30, 2024 |
March 31, 2024 |
|||||||
Jersey, Channel Islands |
$ | $ | ||||||
India |
||||||||
Philippines |
||||||||
South Africa |
||||||||
North America |
||||||||
UK |
||||||||
Rest of the world |
||||||||
Total |
$ |
$ | ||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this report. We urge you to carefully review and consider the various disclosures made by us in this report and in our other SEC filings, including our annual report on Form 20-F for our fiscal year ended March 31, 2024. Some of the statements in the following discussion are forward-looking statements. See “Special note regarding forward-looking statements.”
Overview
We are a leading global provider of BPM services, offering comprehensive data, voice, analytical and business transformation services with a blended onshore, near shore and offshore delivery model. We transfer the business processes of our clients to our delivery centers which are located in Canada, China, Costa Rica, India, Malaysia, the Philippines, Poland, Romania, South Africa, Sri Lanka, Turkey, the UK, and the US, with a view to offer cost savings, operational flexibility, improved quality and actionable insights to our clients. We seek to help our clients “transform” their businesses by identifying business and process optimization opportunities through technology-enabled solutions, improvements to their processes, global delivery capabilities, analytics and an understanding of their business.
We win outsourcing engagements from our clients based on our domain knowledge of their business, our experience in managing the specific processes they seek to outsource and our customer-centric approach. Our portfolio of services includes specific processes that are tailored to address our clients’ specific business and industry practices. In addition, we offer a set of shared services that are common across multiple industries, including finance and accounting, customer experience services, research and analytics, technology services, legal services, and human resources outsourcing.
Although we typically enter into long-term contractual arrangements with our clients, these contracts can usually be terminated with or without cause by our clients and often with short notice periods. Nevertheless, our client relationships tend to be long-term in nature given the scale and complexity of the services we provide coupled with risks and costs associated with switching processes in-house or to other service providers. We structure each contract to meet our clients’ specific business requirements and our target rate of return over the life of the contract. In addition, since the sales cycle for offshore BPM is long and complex, it is often difficult to predict the timing of new client engagements. As a result, we may experience fluctuations in growth rates and profitability from quarter to quarter, depending on the timing and nature of new contracts. Our operating results may also differ significantly from quarter to quarter due to seasonal changes in the operations of our clients. For example, our clients in the TSLU segment typically experience seasonal changes in their operations in connection with the US summer holiday season, as well as episodic factors such as adverse weather conditions. Our focus, however, is on deepening our client relationships and maximizing shareholder value over the life of a client’s relationship with us.
The following table represents our revenue (a GAAP financial measure) for the periods indicated:
| Three months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| (US dollars in millions) | ||||||||
| Revenue |
$ | 323.1 | $ | 326.5 | ||||
1
Our revenue is generated primarily from providing BPM services. We have four reportable segments for financial statement reporting purposes — BFSI, TSLU, MRHP and HCLS. In our BFSI segment, we provide “repair services”. For “repair services”, we provide claims handling and repair management services, where we arrange for automobile repairs through a network of third party repair centers. In our repair management services, where we act as the principal in our dealings with the third party repair centers and our clients, the amounts which we invoice to our clients for payments made by us to third party repair centers are reported as revenue. Where we are not the principal in providing the services, we record revenue from repair services net of repair cost. See Note 2(r) to our consolidated financial statements included elsewhere in this report. Since we wholly subcontract the repairs to the repair centers, we evaluate the financial performance of our BFSI segment based on revenue less repair payments to third party repair centers, which is a non-GAAP financial measure. We believe that revenue less repair payments (a non-GAAP financial measure) for “repair services” reflects more accurately the value addition of the BPM services that we directly provide to our clients. Management believes that revenue less repair payments (non-GAAP) may be useful to investors as a more accurate reflection of our performance and operational results.
Revenue less repair payments is a non-GAAP financial measure which is calculated as (a) revenue less (b) in our BFSI segment, payments to repair centers for “repair services” where we act as the principal in our dealings with the third party repair centers and our clients. This non-GAAP financial information is not meant to be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. Our revenue less repair payments (non-GAAP) may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
The following table reconciles our revenue (a GAAP financial measure) to revenue less repair payments (a non-GAAP financial measure) for the periods indicated:
| Three months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| (US dollars in millions) | ||||||||
| Revenue |
$ | 323.1 | $ | 326.5 | ||||
| Less: Payments to repair centers(1) |
10.7 | 9.0 | ||||||
|
|
|
|
|
|||||
| Revenue less repair payments (non-GAAP) |
$ | 312.4 | $ | 317.5 | ||||
|
|
|
|
|
|||||
Note:
| (1) | Consists of payments to repair centers in our BFSI segment for “repair services” where we act as the principal in our dealings with the third party repair centers and our clients. |
2
The following table sets forth our constant currency revenue less repair payments (a non-GAAP financial measure) for the periods indicated. Constant currency revenue less repair payments is a non-GAAP financial measure. We present constant currency revenue less repair payments (non-GAAP) so that revenue less repair payments (non-GAAP) may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of business performance. Constant currency revenue less repair payments (non-GAAP) is presented by recalculating prior period’s revenue less repair payments (non-GAAP) denominated in currencies other than in US dollars using the foreign exchange rate used for the latest period, without taking into account the impact of hedging gains/losses. Our non-US dollar denominated revenue includes, but is not limited to, revenue denominated in pound sterling, the Australian dollar, the Euro and the South African rand. Management believes constant currency revenue less repair payments (non-GAAP) may be useful to investors in evaluating the underlying operating performance of our company. This non-GAAP financial information is not meant to be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. Our constant currency revenue less repair payments (non-GAAP) may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
| Three months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| (US dollars in millions) | ||||||||
| Revenue less repair payments (non-GAAP) |
$ | 312.4 | $ | 317.5 | ||||
| Exchange rate impact |
0.9 | 1.5 | ||||||
|
|
|
|
|
|||||
| Constant currency revenue less repair payments (non-GAAP) |
$ | 313.4 | $ | 319.0 | ||||
|
|
|
|
|
|||||
Global Economic Conditions
As we have operations in 13 countries and service clients across multiple geographic regions, our business, financial performance and results of operations depend significantly on worldwide macroeconomic and geo-political conditions. Recent economic conditions and geo-political developments have been and continue to be challenging for global economies and could materially and adversely affect our business and financial performance.
Economic factors, such as recessionary economic cycles, inflation, rising interest rates, fluctuations in foreign exchange rates, monetary tightening and volatility in the financial markets, have impacted, and may continue to impact, our business, financial condition and results of operations. The current global economic uncertainty and the possibility of continued turbulence or uncertainty in the European, US, Asian and international financial markets and economies have adversely affected, and may continue to adversely affect, our and our clients’ liquidity and financial condition. High levels of inflation in the various geographies where we operate have resulted in increased supply costs, which in turn have impacted pricing and consumer demand. Rising interest rates, coupled with illiquid credit markets and wider credit spreads, may increase our cost of borrowing and cause credit to become more limited, which could have a material adverse effect on not only on our financial condition, liquidity and cash flows, but also on our clients’ ability to use credit to purchase our services or to make timely payments to us. In addition, as a result of high debt levels, a number of countries have required and may continue to require additional financial support, sovereign credit ratings have declined and may continue to decline, and there may be default on the sovereign debt obligations of certain countries. Uncertainties remain regarding future central bank and other economic policies in the US and EU. Such adverse macroeconomic conditions economic conditions may further lead to increased volatility in the currency and financial markets globally. For example, the recent appreciation of the US dollar may have an unpredictable impact on our company in a number of ways, including the conversion of our operating results into our reporting currency, the US dollar. For further information, see “Part I — Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — Currency fluctuations among the Indian rupee, the pound sterling, the US dollar, the Australian dollar, the Euro, the South African rand and the Philippine peso could have a material adverse effect on our results of operations” of our annual report on Form 20-F for our fiscal year ended March 31, 2024. In addition, volatility in the financial markets could have a material impact on our share price. We cannot predict the trajectory of the recent economic slowdown or any subsequent economic recovery. If adverse macroeconomic conditions continue for a prolonged period of time or even worsen, our business, financial condition and results of operations will be adversely affected.
3
Government policies or objectives pursued by countries in which we do business could potentially impact the demand for our services in certain countries. Changes in trade policies, increases in tariffs, the imposition of retaliatory tariffs, including those implemented by the United States, China and Europe and legislation requiring greater oversight of supply chains, may have a material adverse effect on global economic conditions and the stability of global financial markets and may reduce international trade.
Geopolitical crises, such as war, political instability and terrorist attacks, could disrupt our operations. The conflict between Russia and Ukraine and the conflict in Israel have led and could lead to significant market and other disruptions, including significant volatility in commodity prices, supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage. In particular, we have operations in Poland and Romania, which border Ukraine and have been materially and adversely affected by inflation, particularly increases in energy and food prices, resulting from disrupted supplies from Russia and Ukraine. In addition, as a result of the ongoing military conflict, there has been a growing number of migrants in Poland and Romania. Such an influx of migrants could further exacerbate inflation in these two countries, thereby resulting in an upward pressure on wages, which could have a material adverse effect on our operations in these two countries. The length, impact and outcome of the ongoing military conflict in Ukraine are highly unpredictable. If the conflict continues or extends beyond Ukraine, it would continue to have a significant impact on the global economy and our operations in Poland and Romania.
4
Additionally, major political events, including the UK’s withdrawal from the EU in January 2020, commonly referred to as “Brexit,” has also created uncertainty for businesses such as ours that operate in these markets. While the UK and the EU have ratified a trade and cooperation agreement to govern their relationship after Brexit, the agreement merely sets forth a framework in many respects and requires additional bilateral negotiations between the UK and the EU as both parties continue to work on the rules for implementation. Significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal. Such terms could adversely affect the economic conditions in affected markets as well as the stability of the global financial markets, which in turn have had and may continue to have a material adverse effect on global economic conditions and financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital. 26.1% of our revenues and 23.6% of our revenue less repair payments (non-GAAP) in the three months ended June 30, 2024 and 24.2% of our revenues and 21.9% of our revenue less repair payments (non-GAAP) in fiscal 2024 were denominated in pound sterling. The extent and duration of the decline in the value of the pound sterling to the US dollar and other currencies is unknown at this time. A long-term reduction in the value of the pound sterling as a result of Brexit or otherwise could adversely impact our earnings growth rate and profitability. Although we believe that our hedging program is effective, there is no assurance that it will protect us against fluctuations in foreign currency exchange rates.
In addition to the pound sterling, a weakening of the rate of exchange for the US dollar or, to a lesser extent, the Australian dollar or the Euro (in which our revenue is principally denominated) against the Indian rupee, or to a lesser extent, the Philippine peso or the South African rand (in which a significant portion of our costs are denominated) would also adversely affect our results.
Fluctuations between the Indian rupee, the Philippine peso, the pound sterling, the South African rand, the Euro, or the Australian dollar, on the one hand, and the US dollar, on the other hand, also expose us to translation risk when transactions denominated in these currencies are translated into US dollars, our reporting currency. The exchange rates between each of the Indian rupee, the Philippine peso, the pound sterling, the South African rand, the Euro, and the Australian dollar, on the one hand, and the US dollar, on the other hand, have changed substantially in recent years and may fluctuate substantially in the future.
For example, the Indian rupee depreciated against the US dollar by an average of 1.5%,the Euro depreciated against the US dollar by an average of 1.2%, the Australian dollar depreciated against the US dollar by an average of 1.6% and the Philippine peso depreciated against the US dollar by an average of 4.0% for the three months ended June 30, 2024 as compared to the average exchange rates for the three months ended June 30, 2023, while the pound sterling appreciated against the US dollar by an average of 0.8%, for the three months ended June 30, 2024 as compared to the average exchange rates for the three months ended June 30, 2023.
The depreciation of the Indian rupee and the South African rand and the appreciation of the pound sterling against the US dollar, for the three months ended June 30, 2024 as compared to the average exchange rates for the three months ended June 30, 2023, positively impacted our results of operations during that period, while the depreciation of the Australian dollar and the Euro each against the US dollar negatively impacted our results of operations during that period.
5
Impact of COVID-19
In May 2023, the World Health Organization declared that COVID-19 was no longer a global emergency. Countries around the world have also relaxed restrictions imposed over the past three years during the global outbreak of COVID-19, including the travel restrictions.
We have a business continuity planning mechanism in place and are actively working to understand our clients’ changing requirements, adapt delivery to a “hybrid” model, ensure data security, prioritize critical processes, adjust service levels and manage discretionary costs (such as travel costs) and fixed costs (such as personnel costs). Our “hybrid” delivery capability steadily improved throughout fiscal 2022 and fiscal 2023, from delivering over 80% of our clients’ requirements in April 2020 to 100% of our clients’ requirements since the second quarter of fiscal 2022. In addition, we have also worked, and continue to work with national, state, and local authorities, so as to comply with applicable rules and regulations related to “hybrid” and “work from home” models.
6
In the three months ended June 30, 2024, the pandemic did not have a significant impact on our results. In the longer term, while we remain confident in our business and the quality of our services, the magnitude of COVID-19’s impact to our business and financial performance in fiscal 2025 and beyond will be a function of several factors, including, but not limited to, the following:
| • | the possibility of a resurgence of COVID-19 in the future; |
| • | the level of demand for services from clients across the industries, including the demand within their own customer base that we serve; |
| • | our ability to implement policies and measures to ensure the health and safety of our employees |
| • | the impact and challenge of managing “remote working” arrangements on the effectiveness of our productivity or operating capability, due to varying local governmental regulations, client requirements, size and scale of operations and technology or infrastructure issues, such as hardware access, software compatibility and internet connectivity; and |
| • | the volatility in exchange rate movements |
We continue to work closely with our clients to maximize our ability to service their rapidly changing business requirements.
As at June 30, 2024, we had cash and cash equivalents and investments of $301.5 million, unutilized lines of credit amounting to $101.2 million and long-term debt amounting to $228.5 million. Based on our current level of operations, we expect that our anticipated cash generated from operating activities, cash and cash equivalents on hand, and use of existing credit facilities will be sufficient to fund our debt repayment obligations, estimated capital expenditures, share repurchases and working capital needs for the next 12 months. However, under the current challenging economic and business conditions as discussed under “— Global Economic Conditions,” there can be no assurance that our business activity would be maintained at the expected level to generate the anticipated cash flows from operations. Also, see “— Liquidity and Capital Resources” for more information.
Following the COVID-19 pandemic, more businesses globally continue to adopt delivery models with improved technology infrastructure, and incorporate elements of the “work from home” model. Countries may enact more flexible labor laws, which may potentially expand a company’s employee base to include a higher number of part-time and gig workers, such as independent contractors, online platform workers, contract firm workers and on-call workers. This may allow businesses such as ours to expand delivery models beyond the larger cities and into the smaller ones, for example, Tier 2 and Tier 3 cities in India.
7
Revenue
We generate revenue by providing BPM services to our clients. The following table shows our revenue (a GAAP financial measure) and revenue less repair payments (a non-GAAP financial measure) for the periods indicated:
| Three months ended June 30, |
Change | |||||||||||||||
| (US dollars in millions) | ||||||||||||||||
| 2024 | 2023 | $ | % | |||||||||||||
| Revenue |
$ | 323.1 | $ | 326.5 | (3.4 | ) | (1.0 | )% | ||||||||
| Revenue less repair payments (non-GAAP) |
$ | 312.4 | $ | 317.5 | (5.0 | ) | (1.6 | )% | ||||||||
Our revenue is characterized by client, industry, service type, geographic and contract type diversity, as the analysis below indicates.
Revenue by Top Clients
For the three months ended June 30, 2024 and 2023, the percentage of revenue and revenue less repair payments (non-GAAP) that we derived from our largest clients were in the proportions set forth in the following table:
| As a percentage of revenue | As a percentage of revenue less repair payments (non-GAAP) |
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| Three months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Top client |
5.8 | % | 4.5 | % | 6.0 | % | 4.7 | % | ||||||||
| Top five clients |
21.6 | % | 21.3 | % | 22.3 | % | 21.9 | % | ||||||||
| Top ten clients |
32.1 | % | 33.1 | % | 32.3 | % | 34.0 | % | ||||||||
| Top twenty clients |
44.3 | % | 46.6 | % | 44.4 | % | 47.0 | % | ||||||||
8
Revenue by SBUs
For the three months ended June 30, 2024 and 2023, the percentage of revenue and revenue less repair payments (non-GAAP) that we derived from our SBUs were in the proportions set forth in the following table:
| As a percentage of revenue | As a percentage of revenue less repair payments (non-GAAP) |
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| Three months ended June 30, | Three months ended June 30, | |||||||||||||||
| Strategic Business Unit | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| BFSI |
36.6 | % | 33.7 | % | 34.5 | % | 31.8 | % | ||||||||
| TSLU |
28.9 | % | 31.3 | % | 29.9 | % | 32.2 | % | ||||||||
| MRHP |
23.8 | % | 24.8 | % | 24.6 | % | 25.5 | % | ||||||||
| HCLS |
12.8 | % | 12.5 | % | 13.3 | % | 12.9 | % | ||||||||
| Reconciling item (1) |
(2.1 | )% | (2.3 | )% | (2.3 | )% | (2.4 | )% | ||||||||
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| Total |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
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Note:
| (1) | Revenue under reconciling items includes inter and intra segment eliminations and impact of foreign exchange fluctuations |
9
Certain services that we provide to our clients are subject to the seasonality of our clients’ business. Accordingly, we typically see an increase in transaction related services within the TSLU segment during holiday seasons, such as during the US summer holidays (our fiscal second quarter); an increase in insurance-related business in the BFSI segment during the beginning and end of the fiscal year (our fiscal first and last quarters) and during the US peak winter season (our fiscal third quarter); and an increase in consumer product business in the MRHP segment during the US festive season towards the end of the calendar year when new product launches and campaigns typically happen (our fiscal third quarter)
Revenue by Service Type
For the three months ended June 30, 2024 and 2023, our revenue and revenue less repair payments (non-GAAP) were diversified across service types in the proportions set forth in the following table:
| As a percentage of revenue | As a percentage of revenue less repair payments (non-GAAP) |
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| Three months ended June 30, | Three months ended June 30, | |||||||||||||||
| Service Type | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Industry-specific |
43.3 | % | 40.3 | % | 41.4 | % | 38.6 | % | ||||||||
| Finance and accounting |
20.0 | % | 22.6 | % | 20.7 | % | 23.2 | % | ||||||||
| Customer experience services |
19.0 | % | 20.2 | % | 19.6 | % | 20.8 | % | ||||||||
| Research and analytics |
12.5 | % | 12.1 | % | 13.0 | % | 12.4 | % | ||||||||
| Others (2) |
5.2 | % | 4.8 | % | 5.3 | % | 5.0 | % | ||||||||
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| Total |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
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Notes:
| (1) | Others includes revenue from technology services, legal services, and human resource outsourcing services. |
10
Revenue by Geography
For the three months ended June 30, 2024 and 2023, our revenue and revenue less repair payments (non-GAAP) were derived from the following geographies (based on the location of our clients) in the proportions set forth below in the following table:
| As a percentage of revenue | As a percentage of revenue less repair payments (non-GAAP) |
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| Three months ended June 30, | Three months ended June 30, | |||||||||||||||
| Geography | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| North America (primarily the US) |
45.9 | % | 48.3 | % | 47.4 | % | 49.7 | % | ||||||||
| UK |
29.5 | % | 27.5 | % | 27.1 | % | 25.4 | % | ||||||||
| Europe (excluding the UK) |
7.5 | % | 8.5 | % | 7.7 | % | 8.7 | % | ||||||||
| Australia |
7.3 | % | 6.3 | % | 7.6 | % | 6.5 | % | ||||||||
| South Africa |
0.9 | % | 1.1 | % | 0.9 | % | 1.1 | % | ||||||||
| Rest of world |
8.9 | % | 8.3 | % | 9.3 | % | 8.6 | % | ||||||||
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| Total |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
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11
Revenue by Location of Delivery Centers
For the three months ended June 30, 2024 and 2023, our revenue and revenue less repair payments (non-GAAP) were derived from the following geographies (based on the location of our delivery centers) in the proportions set forth in the following table:
| As a percentage of revenue | As a percentage of revenue less repair payments (non-GAAP) |
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| Three months ended June 30, | Three months ended June 30, | |||||||||||||||
| Location of Delivery Center | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| India |
56.7 | % | 53.4 | % | 58.6 | % | 55.0 | % | ||||||||
| Philippines |
13.2 | % | 14.5 | % | 13.7 | % | 14.9 | % | ||||||||
| United States(1) |
11.5 | % | 13.2 | % | 11.9 | % | 13.6 | % | ||||||||
| South Africa |
7.3 | % | 5.5 | % | 7.5 | % | 5.6 | % | ||||||||
| UK(2) |
5.4 | % | 6.2 | % | 2.2 | % | 3.5 | % | ||||||||
| Romania |
1.5 | % | 2.2 | % | 1.5 | % | 2.3 | % | ||||||||
| Sri Lanka |
1.2 | % | 1.4 | % | 1.2 | % | 1.5 | % | ||||||||
| China |
1.1 | % | 1.2 | % | 1.2 | % | 1.2 | % | ||||||||
| Poland |
1.1 | % | 1.0 | % | 1.1 | % | 1.1 | % | ||||||||
| Costa Rica |
0.5 | % | 0.6 | % | 0.6 | % | 0.6 | % | ||||||||
| Australia(3) |
0.5 | % | 0.4 | % | 0.5 | % | 0.5 | % | ||||||||
| Spain(3) |
0.0 | % | 0.4 | % | 0.0 | % | 0.2 | % | ||||||||
| Malaysia |
0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||
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| Total |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
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Notes:
| (1) | Includes revenue and revenue less repair payments (non-GAAP) derived from Canada, which was not significant. |
| (2) | Includes revenue and revenue less repair payments (non-GAAP) derived from Turkey and Germany, which were not significant. |
| (3) | Revenue from Australia and Spain is for a process being delivered under our “work from home” model. We do not have any delivery center in Australia or Spain. |
12
Our Contracts
We provide our services under contracts with our clients, which typically range from three to five years, with some being rolling contracts with no end dates. Typically, these contracts can be terminated by our clients with or without cause and with short notice periods. However, we tend to have long-term relationships with our clients given the complex and comprehensive nature of the business processes executed by us, coupled with the switching costs and risks associated with relocating these processes in-house or to other service providers.
Each client contract has different terms and conditions based on the scope of services to be delivered and the requirements of that client. Occasionally, we may incur significant costs on certain contracts in the early stages of implementation, with the expectation that these costs will be recouped over the life of the contract to achieve our targeted returns. Each client contract has corresponding service level agreements that define certain operational metrics based on which our performance is measured. Some of our contracts specify penalties or damages payable by us in the event of failure to meet certain key service level standards within an agreed upon time frame.
When we are engaged by a client, we typically transfer that client’s processes to our delivery centers over a six-month period. This transfer process is subject to a number of potential delays. Therefore, we may not recognize significant revenue until several months after commencing a client engagement.
We charge for our services based on the following pricing models:
| 1) | per full-time-equivalent arrangements, which typically involve billings based on the number of full-time employees (or equivalent) deployed on the execution of the business process outsourced; |
| 2) | per transaction arrangements, which typically involve billings based on the number of transactions processed (such as the number of e-mail responses, or airline coupons or insurance claims processed); |
| 3) | subscription arrangements, which typically involve billings based on per member per month, based on contractually agreed rates; |
| 4) | fixed-price arrangements, which typically involve billings based on achievements of pre-defined deliverables or milestones; |
| 5) | outcome-based arrangements, which typically involve billings based on the business result achieved by our clients through our service efforts (such as measured based on a reduction in days sales outstanding, an improvement in working capital, an increase in collections or a reduction in operating expenses); or |
| 6) | other pricing arrangements, including cost-plus arrangements, which typically involve billing the contractually agreed direct and indirect costs and a fee based on the number of employees deployed under the arrangement. |
Apart from the above-mentioned pricing methods, a small portion of our revenue is comprised of reimbursements of out-of-pocket expenses incurred by us in providing services to our clients.
Outcome-based arrangements are examples of non-linear pricing models where revenues from platforms and solutions and the services we provide are linked to usage or savings by clients rather than the efforts deployed to provide these services. We intend to focus on increasing our service offerings that are based on non-linear pricing models that allow us to price our services based on the value we deliver to our clients rather than the headcount deployed to deliver the services to them. We believe that non-linear pricing models help us to grow our revenue without increasing our headcount. Accordingly, we expect increased use of non-linear pricing models to result in higher revenue per employee and improved margins. Non-linear revenues may be subject to short-term pressure on margins, however, as initiatives in developing the products and services take time to deliver. Moreover, in outcome-based arrangements, we bear the risk of failure to achieve clients’ business objectives in connection with these projects. For more information, see “Part I — Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — If our pricing structures do not accurately anticipate the cost and complexity of performing our work, our profitability may be negatively affected.” of our annual report on Form 20-F for our fiscal year ended March 31, 2024.
13
Revenue by Contract Type
For the three months ended June 30, 2024 and 2023, our revenue and revenue less repair payments (non-GAAP) were diversified by contract type in the proportions set forth in the following table:
| As a percentage of revenue | As a percentage of revenue less repair payments (non-GAAP) |
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| Three months ended June 30, | Three months ended June 30, | |||||||||||||||
| Contract Type | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Full-time-equivalent |
72.5 | % | 70.7 | % | 74.9 | % | 72.7 | % | ||||||||
| Transaction |
14.9 | % | 14.2 | % | 12.0 | % | 11.8 | % | ||||||||
| Subscription |
4.9 | % | 5.3 | % | 5.0 | % | 5.5 | % | ||||||||
| Fixed price |
4.6 | % | 5.0 | % | 4.8 | % | 5.1 | % | ||||||||
| Others(1) |
3.1 | % | 4.8 | % | 3.3 | % | 4.9 | % | ||||||||
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| Total |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
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Note:
| (1) | Others includes revenue from “outcome-based arrangements”, which typically involve billings based on the business result achieved by our clients through our services (such as reduction in days sales outstanding, an improvement in working capital, an increase in collections and a reduction in operating expenses). |
14
Expenses
The majority of our expenses consist of cost of revenue and operating expenses. The key components of our cost of revenue are employee costs, payments to repair centers, facilities costs, depreciation, legal and professional costs, and travel expenses. Our operating expenses include selling and marketing expenses, general and administrative expenses, foreign exchange gains and losses and amortization of intangible assets. Our non-operating expenses include finance expenses as well as other expenses recorded under “other income, net.”
Cost of Revenue
Employee costs represent the largest component of cost of revenue. In addition to employee salaries, employee costs include costs related to recruitment, training and retention, and share-based compensation expense. Historically, our employee costs have increased primarily due to increases in the number of employees to support our growth and, to a lesser extent, to recruit, train and retain employees. Salary levels in India and our ability to efficiently manage and retain our employees significantly influence our cost of revenue. See “[Part I — Item 4. Information on the Company — B. Business Overview — Human Capital]” of our annual report on Form 20-F for our fiscal year ended March 31, 2024. Regulatory developments may, however, result in wage increases in India and increase our cost of revenue.
For example, the Code on Wages 2019, Industrial Relations Code 2020, Social Security Code 2020 and Occupational Safety, Health & Working Condition Code 2020 received assent from the President of India on September 28, 2020. However, the rules implementing these Acts have not yet been published and the effective date from which these changes are applicable has yet to be announced. Accordingly, while we are unable to ascertain with certainty the financial impact due to these changes, it is possible that our wage costs in India may increase as a result of these changes when they become effective. See “Part I — Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — Wage increases may prevent us from sustaining our competitive advantage and may reduce our profit margin” of our annual report on Form 20-F for our fiscal year ended March 31, 2024. We seek to mitigate these cost increases through improvements in employee productivity, employee retention and asset utilization.
Our facilities costs comprise lease rentals, utilities cost, facilities management and telecommunication network cost. Most of our leases for our facilities are long-term agreements and have escalation clauses which provide for increases in rent at periodic intervals. Most of these agreements have clauses that have fixed escalation of lease rentals.
We create capacity in our operational infrastructure ahead of anticipated demand as it takes six to nine months to build up a new site. Hence, our cost of revenue as a percentage of revenue may be higher during periods in which we carry such additional capacity.
Once we are engaged by a client in a new contract, we normally have a transition period to transfer the client’s processes to our delivery centers and accordingly incur costs related to such transfer.
Selling and Marketing Expenses
Our selling and marketing expenses comprise primarily employee costs for sales and marketing personnel, share-based compensation expense, brand building expenses, legal and professional fees, travel expenses, and other general expenses relating to selling and marketing.
General and Administrative Expenses
Our general and administrative expenses comprise primarily employee costs for senior management and other support personnel, share-based compensation expense, legal and professional fees, travel expenses, and other general expenses not related to cost of revenue and selling and marketing. It includes acquisition related expenses and benefits, including transaction costs, integration expenses and employment-linked earn-out as part of deferred consideration. It also includes costs related to our transition to US GAAP reporting and to voluntarily filing on US domestic issuer forms with SEC.
15
Foreign Exchange Loss / (Gain), Net
Foreign exchange loss / (gain), net include:
| • | marked to market gains or losses on derivative instruments that do not qualify for “hedge” accounting and are deemed ineffective; |
| • | realized foreign currency exchange gains or losses on settlement of transactions in foreign currency and derivative instruments; and |
| • | unrealized foreign currency exchange gains or losses on revaluation of other assets and liabilities. |
Amortization of Intangible Assets
Amortization of intangible assets is primarily associated with our acquisitions of Value Edge Research Services Private Limited (“Value Edge”) in June 2016, Denali Sourcing Services Inc. (“Denali”) in January 2017, MTS HealthHelp Inc. and its subsidiaries (“HealthHelp”) in March 2017, Vuram in July 2022, The Smart Cube in December 2022, OptiBuy in December 2022 and amortization of intangible assets associated with business transfers from CEPROCS S.R.L. in December 2021 and a large insurance company in October 2022. It also includes amortization of software acquired in the normal course of business.
Other Income, Net
Other income, net comprises interest income, income from investments, income from acquisition related contingent consideration, gain or loss on sale of assets, amortization of actuarial (gain)/loss on defined benefit obligations and other miscellaneous income and expenses.
Finance Expense
Finance expense primarily relates to interest charges payable on our term loans and short-term borrowings, transaction costs and gains/losses on settlement of related derivative instruments, interest expense on defined benefit obligations and lease liabilities and changes in the fair value of contingent consideration relating to our acquisitions.
16
Operating Data
Our profit margin is largely a function of our asset utilization and the rates we are able to recover for our services. One of the most significant components of our asset utilization is our seat utilization rate which is the average number of work shifts per day, out of a maximum of three, for which we are able to utilize our seats. Generally, an improvement in seat utilization rate will improve our profitability unless there are other factors which increase our costs such as an increase in lease rentals, large ramp-ups to build new seats, and increases in costs related to repairs and renovations to our existing or used seats. In addition, an increase in seat utilization rate as a result of an increase in the volume of work will generally result in a lower cost per seat and a higher profit margin as the total fixed costs of our built up seats remain the same while each seat is generating more revenue.
The following table presents certain operating data as at the dates indicated:
| June 30, 2024 |
March 31, 2024 |
December 31, 2023 |
September 30, 2023 |
June 30, 2023 |
March 31, 2023 |
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| Total head count |
60,513 | 60,125 | 60,652 | 59,873 | 59,871 | 59,755 | ||||||||||||||||||
| Built up seats(1) |
41,676 | 41,599 | 40,658 | 39,775 | 38,945 | 37,222 | ||||||||||||||||||
| Used seats(1) |
— | — | — | — | — | — | ||||||||||||||||||
| Seat utilization rate(1) (2) |
— | — | — | — | — | — | ||||||||||||||||||
Notes:
| (1) | “Built up seats” refers to the total number of production seats (excluding support functions like finance, human resources, administration and seats dedicated for business continuity planning) that are set up in any premises. “Used seats” refers to the number of built-up seats that are being used by employees. The remainder would be termed “vacant seats.” The vacant seats would get converted into used seats when we increase headcount. |
The service delivery capacities of our remote-working employees may not be equivalent to their normal capacities when working in our delivery centers.
The “hybrid” model was in use in the quarter ended June 30, 2024, fiscal 2024, fiscal 2023 and fiscal 2022. Accordingly, the used seats details and seat utilization rate details are not relevant for the quarter ended June 30, 2024, fiscal 2024, fiscal 2023 and fiscal 2022. However, we have made significant progress towards in-person operations averaging 71% “work from office” during the three months ended June 30, 2024.
| (2) | The seat utilization rate is calculated by dividing the average total headcount by the average number of built up seats to show the rate at which we are able to utilize our built up seats. Average total headcount and average number of built up seats are calculated by dividing the aggregate of the total headcount or number of built up seats, as the case may be, as at the beginning and end of the fiscal year by two. |
Critical Accounting Policies
For a description of our critical accounting policies and estimates, refer to “Note 2. Summary of significant accounting policies” of our unaudited condensed interim consolidated financial statements in Part I of this report.
For further details on our segment reporting, refer to “Note 26 –Segment reporting” of our unaudited condensed interim consolidated financial statements in Part I of this report.
17
Results of Operations
The following table sets forth certain financial information as a percentage of revenue and revenue less repair payments (non-GAAP) for the periods indicated:
| As a percentage of | ||||||||||||||||
| Revenue | Revenue less repair payments (non-GAAP) |
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| Three months ended June 30, | ||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Cost of revenue |
64.8 | % | 65.5 | % | 63.6 | % | 64.5 | % | ||||||||
| Gross profit |
35.2 | % | 34.5 | % | 36.4 | % | 35.5 | % | ||||||||
| Operating expenses: |
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| Selling and marketing expenses |
6.7 | % | 6.1 | % | 6.9 | % | 6.3 | % | ||||||||
| General and administrative expenses |
14.1 | % | 14.4 | % | 14.6 | % | 14.8 | % | ||||||||
| Foreign exchange loss/(gain), net |
0.3 | % | (0.3 | )% | 0.3 | % | (0.3 | )% | ||||||||
| Impairment of Intangible assets |
0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||
| Amortization of intangible assets |
2.1 | % | 2.7 | % | 2.2 | % | 2.7 | % | ||||||||
| Operating profit |
11.9 | % | 11.6 | % | 12.3 | % | 11.9 | % | ||||||||
| Other income, net |
(1.2 | )% | (1.5 | )% | (1.2 | )% | (1.5 | )% | ||||||||
| Finance expense |
1.4 | % | 1.1 | % | 1.4 | % | 1.1 | % | ||||||||
| Income tax expense |
2.8 | % | 2.2 | % | 2.9 | % | 2.2 | % | ||||||||
| Profit after tax |
9.0 | % | 9.8 | % | 9.3 | % | 10.1 | % | ||||||||
The following table reconciles revenue (a GAAP financial measure) to revenue less repair payments (a non-GAAP financial measure) and sets forth payments to repair centers and revenue less repair payments (non-GAAP) as a percentage of revenue for the periods indicated:
| Three months ended June 30, | ||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (US dollars in millions) | ||||||||||||||||
| Revenue |
$ | 323.1 | $ | 326.5 | 100.0 | % | 100.0 | % | ||||||||
| Less: Payments to repair centers |
10.7 | 9.0 | 3.3 | % | 2.8 | % | ||||||||||
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| Revenue less repair payments (non-GAAP) |
$ | 312.4 | $ | 317.5 | 96.7 | % | 97.2 | % | ||||||||
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18
The following table presents our results of operations for the periods indicated:
| Three months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| (US dollars in millions) | ||||||||
| Revenue |
$ | 323.1 | $ | 326.5 | ||||
| Cost of revenue(1) |
209.4 | 213.9 | ||||||
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| Gross profit |
113.7 | 112.6 | ||||||
| Operating expenses: |
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| Selling and marketing expenses(2) |
21.5 | 20.0 | ||||||
| General and administrative expenses(3) |
45.7 | 46.9 | ||||||
| Foreign exchange loss/(gain), net |
1.0 | (0.9 | ) | |||||
| Impairment of intangible assets |
0.0 | 0.0 | ||||||
| Amortization of intangible assets |
6.9 | 8.7 | ||||||
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| Operating profit |
38.6 | 37.9 | ||||||
| Other income, net |
(3.9 | ) | (4.8 | ) | ||||
| Finance expense |
4.4 | 3.6 | ||||||
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|
|||||
| Profit before income taxes |
38.0 | 39.0 | ||||||
| Income tax expense |
9.1 | 7.0 | ||||||
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|
|||||
| Profit after tax |
$ | 28.9 | $ | 32.0 | ||||
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|
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Notes:
| (1) | Includes share-based compensation expense of $2.2 million and $4.2 million for the three months ended June 30, 2024 and 2023, respectively. |
| (2) | Includes share-based compensation expense of $1.5 million and $3.1 million for the three months ended June 30, 2024 and 2023, respectively. |
| (3) | Includes share-based compensation expense of $7.5 million and $8.9 million for the three months ended June 30, 2024 and 2023, respectively. |
Results for the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Revenue
The following table sets forth our revenue and percentage change in revenue for the periods indicated:
| Three months ended June 30, | ||||||||||||||||
| 2024 | 2023 | Change | % Change | |||||||||||||
| (US dollars in millions) | ||||||||||||||||
| Revenue |
$ | 323.1 | $ | 326.5 | $ | (3.4 | ) | 1.0 | % | |||||||
The decrease in revenue of $3.4 million was primarily attributable to a decrease in revenue from existing clients of $15.0 million, a depreciation of the Australian dollar and the Euro by an average of 1.6% and 1.2% respectively, against the US dollar for the three months ended June 30, 2024 as compared to the respective average exchange rates for the three months ended June 30, 2023. The decrease was partially offset by lower hedging loss on our revenue of $0.9 million for the three months ended June 30, 2024 as compared to a loss of $1.7 million for the three months ended June 30, 2023, revenue from new clients of $10.8 million and an appreciation of the pound sterling and the South African rand by an average of 0.8% and 0.2%, respectively, against the US dollar for the three months ended June 30, 2024 as compared to the respective average exchange rates for the three months ended June 30, 2023. The decrease in revenue was primarily attributable to lower revenues in our TSLU and MRHP segments, partially offset by higher revenues in our BFSI and HCLS segments.
19
Revenue by Geography
The following table sets forth the composition of our revenue based on the location of our clients in our key geographies for the periods indicated:
| Revenue | As a percentage of Revenue |
|||||||||||||||
| Three months ended June 30, | ||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (US dollars in millions) | ||||||||||||||||
| North America (primarily the US) |
$ | 148.2 | $ | 157.8 | 45.9 | % | 48.3 | % | ||||||||
| UK |
95.4 | 89.7 | 29.5 | % | 27.5 | % | ||||||||||
| Europe (excluding the UK) |
24.1 | 27.6 | 7.5 | % | 8.5 | % | ||||||||||
| Australia |
23.6 | 20.7 | 7.3 | % | 6.3 | % | ||||||||||
| South Africa |
2.9 | 3.5 | 0.9 | % | 1.1 | % | ||||||||||
| Rest of world |
28.8 | 27.3 | 8.9 | % | 8.3 | % | ||||||||||
|
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|
|
|
|
|
|
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| Total |
$ | 323.1 | $ | 326.5 | 100.0 | % | 100.0 | % | ||||||||
|
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|
|
|
|
|
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The decrease in revenue in the North America (primarily the US) region was primarily attributable to lower revenues in our HCLS, TSLU and MRHP segments, partially offset by higher revenues in our BFSI segment. The decrease in revenue from the Europe (excluding the UK) region was primarily attributable to lower revenues in all our TSLU and MRHP segments and a depreciation of the Euro against the US dollar by an average of 1.2% for the three months ended June 30, 2024 as compared to the average exchange rate for the three months ended June 30, 2023, partially offset by higher revenues in our HCLS and BFSI segments. The decrease in revenue from the South Africa region was primarily attributable to lower revenues in our TSLU and BFSI segments, partially offset by higher revenue in our MRHP segment and an appreciation of the South African rand against the US dollar by an average of 0.2% for the three months ended June 30, 2024 as compared to the average exchange rate for the three months ended June 30, 2023. The increase in revenue from the rest of world region was primarily attributable to higher revenues in our BFSI, TSLU and MRHP segments, partially offset by lower revenues from our HCLS segment. The increase in revenue from the Australia region was primarily attributable to higher revenues in our BFSI, HCLS and TSLU segments, partially offset by lower revenues in our MRHP segment and a depreciation of the Australian dollar against the US dollar by an average of 1.6% for the three months ended June 30, 2024 as compared to the average exchange rate for the three months ended June 30, 2023. The increase in revenue from the UK region was primarily attributable to higher revenues in all our segments and an appreciation of the pound sterling against the US dollar by an average of 0.8% for the three months ended June 30, 2024 as compared to the average exchange rate for the three months ended June 30, 2023.
Revenue Less Repair Payments (non-GAAP)
The following table sets forth our revenue less repair payments (non-GAAP) and percentage change in revenue less repair payments (non-GAAP) for the periods indicated:
| Three months ended June 30, | ||||||||||||||||
| 2024 | 2023 | Change | % Change | |||||||||||||
| (US dollars in millions) | ||||||||||||||||
| Revenue less repair payments (non-GAAP) |
$ | 312.4 | $ | 317.5 | $ | (5.0 | ) | 1.6 | % | |||||||
The decrease in revenue less repair payments (non-GAAP) of $5.0 million was primarily attributable to a decrease in revenue less repair payments (non-GAAP) from existing clients of $16.6 million, a depreciation of the Australian dollar and the Euro by an average of 1.6% and 1.2% respectively, against the US dollar for the three months ended June 30, 2024 as compared to the respective average exchange rates for the three months ended June 30, 2023. The decrease was partially offset by lower hedging loss on our revenue of $0.9 million for the three months ended June 30, 2024 as compared to a loss of $1.7 million for the three months ended June 30, 2023, revenue less repair payments (non-GAAP) from new clients of $10.8 million and an appreciation of the pound sterling and the South African rand by an average of 0.8% and 0.2%, respectively, against the US dollar for the three months ended June 30, 2024 as compared to the respective average exchange rates for the three months ended June 30, 2023. The decrease in revenue less repair payments (non-GAAP) was primarily attributable to lower revenue less repair payments (non-GAAP) in our TSLU and MRHP segments, partially offset by higher revenue less repair payments (non-GAAP) s in our BFSI and HCLS segments.
20
Revenue Less Repair Payments (non-GAAP) by Geography
The following table sets forth the composition of our revenue less repair payments (non-GAAP) based on the location of our clients in our key geographies for the periods indicated:
| Revenue less repair payments (non-GAAP) |
As a percentage of revenue less repair payments (non-GAAP) |
|||||||||||||||
| Three months ended June 30, | ||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (US dollars in millions) | ||||||||||||||||
| North America (primarily the US) |
$ | 148.2 | $ | 157.8 | 47.4 | % | 49.7 | % | ||||||||
| UK |
84.8 | 80.6 | 27.1 | % | 25.4 | % | ||||||||||
| Europe (excluding the UK) |
24.1 | 27.6 | 7.7 | % | 8.7 | % | ||||||||||
| Australia |
23.6 | 20.7 | 7.6 | % | 6.5 | % | ||||||||||
| South Africa |
2.9 | 3.5 | 0.9 | % | 1.1 | % | ||||||||||
| Rest of world |
28.8 | 27.3 | 9.3 | % | 8.6 | % | ||||||||||
|
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|
|
|
|
|
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| Total |
$ | 312.4 | $ | 317.5 | 100.0 | % | 100.0 | % | ||||||||
|
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|
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The decrease in revenue less repair payments (non-GAAP) in the North America (primarily the US) region was primarily attributable to lower revenue less repair payments (non-GAAP) in our HCLS, TSLU and MRHP segments, partially offset by higher revenue less repair payments (non-GAAP) in our BFSI segment. The decrease in revenue less repair payments (non-GAAP) from the Europe (excluding the UK) region was primarily attributable to lower revenue less repair payments (non-GAAP) in all our TSLU and MRHP segments and a depreciation of the Euro against the US dollar by an average of 1.2% for the three months ended June 30, 2024 as compared to the average exchange rate for the three months ended June 30, 2023, partially offset by higher revenue less repair payments (non-GAAP) in our HCLS and BFSI segments. The decrease in revenue less repair payments (non-GAAP) from the South Africa region was primarily attributable to lower revenue less repair payments (non-GAAP) in our TSLU and BFSI segments, partially offset by higher revenue less repair payments (non-GAAP) in our MRHP segment and an appreciation of the South African rand against the US dollar by an average of 0.2% for the three months ended June 30, 2024 as compared to the average exchange rate for the three months ended June 30, 2023. The increase in revenue less repair payments (non-GAAP) from the rest of world region was primarily attributable to higher revenue less repair payments (non-GAAP) in our BFSI, TSLU and MRHP segments, partially offset by lower revenue less repair payments (non-GAAP) from our HCLS segment. The increase in revenue less repair payments (non-GAAP) from the Australia region was primarily attributable to higher revenue less repair payments (non-GAAP) in our BFSI, HCLS and TSLU segments, partially offset by lower revenue less repair payments (non-GAAP) in our MRHP segment and a depreciation of the Australian dollar against the US dollar by an average of 1.6% for the three months ended June 30, 2024 as compared to the average exchange rate for the three months ended June 30, 2023. The increase in revenue less repair payments (non-GAAP) from the UK region was primarily attributable to higher revenue less repair payments (non-GAAP) in TSLU, MRHP and HCLS segments and an appreciation of the pound sterling against the US dollar by an average of 0.8% for the three months ended June 30, 2024 as compared to the average exchange rate for the three months ended June 30, 2023, partially offset by lower revenue less repair payments (non-GAAP) in our BFSI segment.
21
Cost of Revenue
The following table sets forth the composition of our cost of revenue for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Employee costs |
$ | 151.5 | $ | 158.8 | $ | (7.3 | ) | |||||
| Repair payments |
10.7 | 9.0 | 1.7 | |||||||||
| Facilities costs |
31.1 | 30.7 | 0.4 | |||||||||
| Depreciation |
6.8 | 5.5 | 1.2 | |||||||||
| Legal and professional costs |
2.5 | 3.1 | (0.6 | ) | ||||||||
| Travel costs |
2.4 | 1.8 | 0.5 | |||||||||
| Other costs |
4.5 | 5.0 | (0.5 | ) | ||||||||
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|
|
|
|
|
|
|||||||
| Total cost of revenue |
$ | 209.4 | $ | 213.9 | $ | (4.5 | ) | |||||
|
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|
|
|
|
|
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| As a percentage of revenue |
64.8 | % | 65.5 | % | ||||||||
The decrease in cost of revenue was primarily due to lower share-based compensation and lower employee costs on account of change in revenue mix, lower legal and professional costs and a depreciation of the Indian rupees and the Philippine peso against the US dollar by an average of 1.5% and 4.0% respectively for the three months ended June 30, 2024 as compared to the average exchange rate for the three months ended June 30, 2023, which decreased our cost of revenue by approximately $2.6 million. The decrease was partially offset by higher facilities running costs due to an increase in facilities utilization (as the number of employees working in the office increased), higher depreciation cost due to higher fixed assets and additional facilities and higher travel costs.
Gross Profit
The following table sets forth our gross profit for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Gross profit |
$ | 113.7 | $ | 112.6 | $ | 1.1 | ||||||
| As a percentage of revenue |
35.2 | % | 34.5 | % | ||||||||
| As a percentage of revenue less repair payments (non-GAAP) |
36.4 | % | 35.5 | % | ||||||||
Gross profit as a percentage of revenue was higher for three months ended June 30, 2024 as compared to three months ended June 30, 2023, primarily due to lower cost of revenue as a percentage of revenue as discussed above, partially offset by lower revenues in three months ended June 30, 2024.
Gross profit as a percentage of revenue less repair payments (non-GAAP) was higher for three months ended June 30, 2024 as compared to three months ended June 30, 2023, primarily due to lower cost of revenue as a percentage of revenue less repair payments (non-GAAP) as discussed above, partially offset by lower revenue less repair payments (non-GAAP) in three months ended June 30, 2024.
Our built up seats increased by 7.0% from 38,945 as at June 30, 2023 to 41,676 as at June 30, 2024 due to expansion of our facilities in Gurgaon and Vizag in India, South Africa and the Philippines, partially offset by the surrender of our facilities in Romania and in Chennai and Noida in India. Our total headcount increased by 1.1% from 59,871 as at June 30, 2023 to 60,513 as at June 30, 2024.
For further information, see notes (1) and (2) to the table presenting certain operating data in “— Operating Data” above.
22
Selling and Marketing Expenses
The following table sets forth the composition of our selling and marketing expenses for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Employee costs |
$ | 16.3 | $ | 16.2 | $ | 0.1 | ||||||
| Other costs |
5.3 | 3.8 | 1.5 | |||||||||
|
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|
|
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| Total selling and marketing expenses |
$ | 21.5 | $ | 20.0 | $ | 1.6 | ||||||
|
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|
|
|
|
|
|||||||
| As a percentage of revenue |
6.7 | % | 6.1 | % | ||||||||
| As a percentage of revenue less repair payments (non-GAAP) |
6.9 | % | 6.3 | % | ||||||||
The increase in our selling and marketing expenses was primarily attributable to an increase in other costs due to higher marketing costs. The increase was partially offset by lower share-based compensation.
General and Administrative Expenses
The following table sets forth the composition of our general and administrative expenses for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Employee costs |
$ | 33.4 | $ | 36.3 | $ | (2.9 | ) | |||||
| Other costs |
12.3 | 10.6 | 1.7 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total general and administrative expenses |
$ | 45.7 | $ | 47.0 | $ | (1.2 | ) | |||||
|
|
|
|
|
|
|
|||||||
| As a percentage of revenue |
14.1 | % | 14.4 | % | ||||||||
| As a percentage of revenue less repair payments (non-GAAP) |
14.6 | % | 14.8 | % | ||||||||
The decrease in general and administrative expenses was primarily attributable to lower share-based compensation and lower employment-linked earn-out as part of deferred consideration related to our Vuram acquisition and a depreciation of the Indian rupee by 1.5% against the US dollar for the three months ended June 30, 2024 as compared to the average exchange rate for the three months ended June 30, 2023, which reduced our general and administrative expenses by approximately $0.3 million. The increase was partially offset by higher other costs due to higher legal and professional fees.
Foreign Exchange Gain, Net
The following table sets forth our foreign exchange gain, net for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Foreign exchange loss / (gain), net |
$ | 1.0 | $ | (0.9 | ) | $ | 1.9 | |||||
We recorded foreign exchange loss of $1.0 million in the three months ended June 30, 2024, primarily on account of a revaluation loss of $0.7 million and de-designation of hedges of $0.3 million as compared to a foreign exchange gain of $0.9 million in the three months ended June 30, 2023, primarily on account of a revaluation gain of $0.9 million.
23
Amortization of Intangible Assets
The following table sets forth our amortization of intangible assets for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Amortization of intangible assets |
$ | 6.9 | $ | 8.7 | $ | (1.8 | ) | |||||
The decrease in amortization of intangible assets was primarily attributable lower amortization of intangibles as we had booked an impairment charge to the customer relationship intangible related to our large HCLS client termination in fiscal 2024 and lower amortization of intangible assets associated with our acquisition of Vuram, The Smart Cube and OptiBuy.
Operating Profit
The following table sets forth our operating profit for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Operating profit |
$ | 38.6 | $ | 37.9 | $ | 0.7 | ||||||
| As a percentage of revenue |
11.9 | % | 11.6 | % | ||||||||
| As a percentage of revenue less repair payments (non-GAAP) |
12.3 | % | 11.9 | % | ||||||||
Operating profit as a percentage of revenue for the three months ended June 30, 2024 was higher due to higher gross profit as a percentage of revenue, lower general and administrative expenses and amortization of intangible assets each as a percentage of revenue as explained earlier, partially offset by higher selling and marketing expenses as a percentage of revenue, in the three months ended June 30, 2024.
Operating profit as a percentage of revenue less repair payments (non-GAAP) for the three months ended June 30, 2024 was higher due to higher gross profit as a percentage of revenue less repair payments (non-GAAP), lower general and administrative expenses and amortization of intangible assets each as a percentage of revenue less repair payments (non-GAAP) as explained earlier, partially offset by higher selling and marketing expenses as a percentage of revenue less repair payments (non-GAAP) in three months ended June 30, 2024.
Other Income, Net
The following table sets forth our other income, net for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Other income, net |
$ | (3.9 | ) | $ | (4.8 | ) | $ | 0.9 | ||||
Other income, net was lower primarily due to interest income associated with an income tax refund of $0.8 million received in three months ended June 30, 2023.
Finance Expense
The following table sets forth our finance expense for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Finance expense |
$ | 4.4 | $ | 3.6 | $ | 0.7 | ||||||
24
Finance expense increased primarily due to interest on long-term loan taken for general corporate purpose.
Income Tax Expense
The following table sets forth our income tax expense for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Income tax expense |
$ | 9.1 | $ | 7.0 | $ | 2.1 | ||||||
The increase in income tax expense was primarily due to a higher effective tax rate as a result of a change in the profit mix among geographies with higher taxable profits in jurisdictions with higher tax rates notwithstanding an overall reduction in profits for the three months ended June 30, 2024.
Profit After Tax
The following table sets forth our profit after tax for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Profit after tax |
$ | 28.9 | $ | 32.0 | $ | (3.0 | ) | |||||
| As a percentage of revenue |
9.0 | % | 9.8 | % | ||||||||
| As a percentage of revenue less repair payments (non-GAAP) |
9.3 | % | 10.1 | % | ||||||||
The decrease in profit after tax as a percentage of revenue as well as a percentage of revenue less repair payments (non-GAAP) was primarily on account lower other income, net, higher finance expense and income tax expense, partially offset by higher operating profit as a percentage of revenue as well as a percentage of revenue less repair payments (non-GAAP) as explained above.
Liquidity and Capital Resources
Our capital requirements are principally for the establishment of operating facilities to support our growth and acquisitions, to fund our debt repayment obligations, to fund our acquisitions and to fund the repurchase of shares under our share repurchase programs, as described in further detail below, see “Part II. Other Information — Item 2. Unregistered Sales of Equity Securities and Use of Proceeds — Share Repurchase.” Our sources of liquidity include cash and cash equivalents and cash flow from operations, supplemented by equity and debt financing and bank credit lines, as required.
As at June 30, 2024, we had cash and cash equivalents of $301.5 million which were primarily held in Indian Rupee, South African rand, pound sterling, US dollars, Sri Lankan rupee and the Philippine pesos. We typically seek to invest our available cash on hand in bank deposits and money market instruments. Our investments include primarily bank deposits, marketable securities and mutual funds which totaled $242.5 million as at June 30, 2024.
As at June 30, 2024, we had $301.5 million debt outstanding, as discussed below.
In July 2022, WNS (Mauritius) Limited obtained a term loan facility of $80.0 million from The Hongkong and Shanghai Banking Corporation Limited, Hong Kong and Citibank N.A., Hong Kong Branch for general corporate purposes. The loan bears interest at a rate equivalent to the SOFR plus a margin of 1.20% per annum. WNS (Mauritius) Limited’s obligations under the term loan are guaranteed by WNS. The term loan is secured by a pledge of shares of WNS (Mauritius) Limited held by WNS. The facility agreement for the term loan contains certain covenants, including restrictive covenants relating to our indebtedness and financial covenants relating to our EBITDA to debt service ratio and total net borrowings to EBITDA ratio, each as defined in the facility agreement. The loan matures in July 2027 and the principal is repayable in 10 semi-annual installments of $8.0 million each. On January 9, 2023, July 11, 2023, January 11, 2024 and July 11, 2024, we made a scheduled repayment of $8.0 million each.
25
In June 2024, the Company obtained a term loan facility of $100,000 from The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and JP Morgan Chase Bank N.A., Singapore Branch for general corporate purposes. The loan bears interest at a rate equivalent to the SOFR plus a margin of 1.15% per annum. WNS (Mauritius) Limited’s obligations under the term loan are guaranteed by WNS. The term loan is secured by a pledge of shares of WNS (Mauritius) Limited held by WNS. The facility agreement for the term loan contains certain covenants, including restrictive covenants relating to our indebtedness and financial covenants relating to our EBITDA to debt service ratio and total net borrowings to EBITDA ratio, each as defined in the facility agreement. The loan matures in June 2029 and the principal is repayable in 10 semi-annual installments of $10.0 million each.
In December 2022, WNS UK obtained a term loan facility of £83.0 million ($104.9 million based on the exchange rate on June 30, 2024) from The Hongkong and Shanghai Banking Corporation Limited, Hong Kong and Citibank N.A., UK Branch to fund our acquisition of The Smart Cube. The loan bears interest at a rate equivalent to SONIA plus a margin of 1.25% per annum. WNS UK’s obligations under the term loan are guaranteed by WNS. The term loan is secured by a pledge of shares of WNS (Mauritius) Limited held by WNS. The facility agreement for the term loan contains certain covenants, including restrictive covenants relating to our indebtedness and financial covenants relating to our EBITDA to debt service ratio and total net borrowings to EBITDA ratio, each as defined in the facility agreement. The loan matures in December 2027 and the principal is repayable in 10 semi-annual installments of £8.3 million each. On June 16, 2023, December 18, 2023 and June 18, 2024, we made a scheduled repayment of £8.3 million each.
As at June 30, 2024, we also had available lines of credit amounting to $174.2 million, and $73.0 million were drawn under these lines of credit, as discussed below. These limits can be utilized in accordance with the agreed terms and prevailing interest rates at the time of borrowing.
| • | As at June 30, 2024, our Indian subsidiary, WNS Global, had an unsecured line of credit of ₹840 million ($10.1 million based on the exchange rate on June 30, 2024) from The Hongkong and Shanghai Banking Corporation Limited, ₹600 million ($7.2 million based on the exchange rate on June 30, 2024) from JP Morgan Chase Bank, N.A., ₹800 million ($9.6 million based on the exchange rate on June 30, 2024) from Citibank N.A., ₹750 million ($9.0 million based on the exchange rate on June 30, 2024) from Axis Bank, ₹600 million ($7.2 million based on the exchange rate on June 30, 2024) from DBS Bank, ₹600 million ($7.2 million based on the exchange rate on June 30, 2024) from HDFC Bank, ₹600 million ($7.2 million based on the exchange rate on June 30, 2024) from ICICI Bank and ₹600 million ($7.2 million based on the exchange rate on June 30, 2024) from Standard Chartered Bank for working capital purposes. Interest on these lines of credit would be determined on the date of the borrowing. These lines of credit generally can be withdrawn by the relevant lender at any time. As at June 30, 2024, an aggregate of $9.0 million was utilized under lines of credit from The Hongkong and Shanghai Banking Corporation Limited, bearing interest at SOFR plus a margin of 0.80% and an aggregate of $9.0 million was utilized under lines of credit from Citibank N.A., bearing interest at SOFR plus a margin of 0.75%. |
| • | As at June 30, 2024 WNS UK had a working capital facility of £30.0 million ($37.9 million based on the exchange rate on June 30, 2024) from HSBC Bank plc. The working capital facility bears interest at Bank of England base rate plus a margin of 2.00% per annum. Interest is payable on a quarterly basis. The facility is subject to conditions to drawdown and can be withdrawn by the lender at any time by notice to the borrower. As at June 30, 2024, there was no outstanding amount under this facility. |
26
| • | As at June 30, 2024 our South African subsidiary, WNS Global Services SA (Pty) Ltd., had an unsecured line of credit of ZAR 30.0 million ($1.6 million based on the exchange rate on June 30, 2024) from The HSBC Bank plc. for working capital purposes. This facility bears interest at prime rate less a margin of 2.25% per annum. This line of credit can be withdrawn by the lender at any time. As at June 30, 2024, there was no outstanding amount under this facility. |
| • | As at June 30, 2024, WNS North America Inc., had an unsecured line of credit of $55.0 million from The HSBC Bank plc. for working capital purposes. This facility bears interest at prime rate or SOFR plus a margin of 1.65% per annum. This line of credit can be withdrawn by the lender at any time. As at June 30, 2024, $55.0 million was utilized under this facility. |
| • | As at June 30, 2024, WNS Global Services Philippines Inc. had an unsecured line of credit of $15.0 million from The HSBC Bank plc. for working capital purposes. This line of credit can be withdrawn by the lender at any time. As at June 30, 2024, there was no outstanding amount under this facility. |
As at June 30, 2024, bank guarantees amounting to $0.9 million were provided on behalf of certain of our subsidiaries to regulatory authorities and other third parties.
Based on our current level of operations, we expect that our anticipated cash generated from operating activities, cash and cash equivalents on hand, and use of existing credit facilities will be sufficient to fund our estimated capital expenditures, share repurchases and working capital needs for the next 12 months. However, if our lines of credit were to become unavailable for any reason, we would require additional financing to fund our capital expenditures, share repurchases and working capital needs. We currently expect our capital expenditures needs in fiscal 2025 to be approximately $65.0 million. The geographical distribution, timing and volume of our capital expenditures in the future will depend on new client contracts we may enter or the expansion of our business under our existing client contracts. Our capital expenditure in the three months ended June 30, 2024 amounted to $10.7 million and our capital commitments (net of capital advances) as at June 30, 2024 were $8.9 million.
Further, under the current uncertain economic and business conditions as discussed under “— Global Economic Conditions” above, there can be no assurance that our business activity would be maintained at the expected level to generate the anticipated cash flows from operations. If the current market conditions deteriorate, we may experience a decrease in demand for our services, resulting in our cash flows from operations to be lower than anticipated. If our cash flows from operations are lower than anticipated, including as a result of the ongoing uncertainty in the market conditions or otherwise, we may need to obtain additional financing to meet our debt repayment obligations and pursue certain of our expansion plans. Further, we may in the future make further acquisitions. If we have significant growth through acquisitions or require additional operating facilities beyond those currently planned to service new client contracts, we may also need to obtain additional financing. We believe in maintaining maximum flexibility when it comes to financing our business. We regularly evaluate our current and future financing needs. Depending on market conditions, we may access the capital markets to strengthen our capital position and provide us with additional liquidity for general corporate purposes, which may include capital expenditures, acquisitions, refinancing of indebtedness and working capital. If current market conditions deteriorate, we may not be able to obtain additional financing on favorable terms or at all. An inability to pursue additional opportunities will have a material adverse effect on our ability to maintain our desired level of revenue growth in future periods.
27
The following table shows our cash flows for the three months ended June 30, 2024 and June 30, 2023:
| Three months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| (US dollars in millions) | ||||||||
| Net cash provided by operating activities |
$ | 21.4 | $ | 12.9 | ||||
| Net cash (used in)/provided by investing activities |
$ | (68.5 | ) | $ | 1.9 | |||
| Net cash provided by/(used in) financing activities |
$ | 44.2 | $ | (58.5 | ) | |||
Cash Flows from Operating Activities
Net cash provided by operating activities increased to $21.4 million for the three months ended June 30, 2024 from $12.9 million for the three months ended June 30, 2023. The increase in net cash provided by operating activities was attributable to a decrease in cash outflow towards working capital requirements by $13.7 million; partially offset by a decrease in profit as adjusted for non-cash and other items by $5.1 million.
Profit after tax as adjusted for non-cash and other items primarily comprised the following: (i) profit after tax of $28.9 million for the three months ended June 30, 2024 as compared to $32.0 million for the three months ended June 30, 2023; (ii) income tax expense (deferred tax) of $2.3 million for the three months ended June 30, 2024 as compared to $6.0 million for the three months ended June 30, 2023; (iii) unrealized gain on derivative instruments of $3.2 million for the three months ended June 30, 2024 as compared to $1.3 million for the three months ended June 30, 2023; (iv) allowances for expected credit losses of 0.6 million for the three months ended June 30, 2024 as compared to $0.3 million for the three months ended June 30, 2023; (v) reduction in the carrying amount of operating lease right-of-use assets of $7.1 million for the three months ended June 30, 2024 as compared to $6.9 million for the three months ended June 30, 2023; (vi) Income from mutual funds of $2.8 million for the three months ended June 30, 2024 as compared to $2.6 million for the three months ended June 30, 2023; (vii) depreciation and amortization expense of $13.9 million for the three months ended June 30, 2024 as compared to $14.4 million for the three months ended June 30, 2023; (viii) unrealized exchange gain of $4.4 million for the three months ended June 30, 2024 as compared to $1.9 million for the three months ended June 30, 2023; and (ix) share-based compensation expense of $11.2 million for the three months ended June 30, 2024 as compared to $16.2 million for the three months ended June 30, 2023.
Cash outflow on account of working capital changes amounted to $34.0 million for the three months ended June 30, 2024 as compared to $47.7 million for the three months ended June 30, 2023. This was primarily on account of a decrease in cash outflow from accounts receivables and unbilled revenue by $13.4 million, a decrease in cash outflow towards current liabilities by $5.5 million, a decrease in cash outflow from other assets by $2.2 million and an increase in cash inflow from contract liabilities by $1.2 million; partially offset by an increase in cash outflow towards operating lease liabilities by $1.1 million, an increase in cash outflow towards accounts payables by $1.2 million and a decrease in cash inflow from income tax payable by $6.3 million.
Cash Flows from Investing Activities
Net cash used in investing activities was $68.5 million for the three months ended June 30, 2024 as compared to net cash provided by investing activities of $1.9 million for the three months ended June 30, 2023. This was primarily on account of net cash outflow of investment made in mutual funds of $63.2 million as compared to proceeds from redemption of investment in mutual funds of $33.0 million; profit of sale of mutual funds of $0.5 million for the three months ended June 30,2024 as compared to $1.2 million for the three months ended June 30,2023, partially offset by a net cash inflow (maturity of fixed deposits, net of placements) from our fixed deposit investments of $4.8 million for the three months ended June 30, 2024 as compared to net cash outflow (placement of fixed deposits, net of maturities) towards our fixed deposit investments of $14.7 million for the three months ended June 30, 2023 and a cash outflow of $10.7 million towards purchase of property, plant and equipment (comprising leasehold improvements, furniture and fixtures, office equipment and information technology equipment) and intangible assets (comprising computer software) for the three months ended June 30, 2024 as compared to $17.8 million for the three months ended June 30, 2023.
28
Cash Flows from Financing Activities
Net cash provided by financing activities was $44.2 million for the three months ended June 30, 2024 as compared to the net cash used in financing activities of $58.5 million for the three months ended June 30, 2023. This was primarily on account of cash inflow due to proceeds from long term debt (net of repayment of $10.5 million) of $89.5 million for the three months ended June 30, 2024 as compared to a cash outflow due to repayment of long term debt of $10.6 million for the three months ended June 30, 2023, a cash outflow of $78.0 million towards share repurchases for the three months ended June 30, 2024 as compared to $85.6 million for the three months ended June 30, 2023; a cash outflow of $nil towards contingent consideration paid towards acquisitions for the three months ended June 30, 2024 as compared to $2.2 million for the three months ended June 30, 2023; partially offset by a net cash inflow from proceeds of short term line of credit of $33.0 million for the three months ended June 30, 2024 as compared to $39.9 million for the three months ended June 30, 2023.
29
Tax Assessment Orders
Transfer pricing regulations to which we are subject require that any international transaction among the WNS group enterprises be on arm’s-length terms. We believe that the international transactions among the WNS group enterprises are on arm’s-length terms. If, however, the applicable tax authorities determine that the transactions among the WNS group enterprises do not meet arm’s-length criteria, we may incur increased tax liability, including accrued interest and penalties. This would cause our tax expense to increase, possibly materially, thereby reducing our profitability and cash flows. We have signed an advance pricing agreement with the Government of India providing for the agreement on transfer pricing matters over certain transactions covered thereunder for a period of five years starting from April 2018. We have filed an application with the Government of India for the renewal of the advance pricing agreement on similar terms for another five years starting from April 2023. The applicable tax authorities may also disallow deductions or tax holiday benefits claimed by us and assess additional taxable income on us in connection with their review of our tax returns.
From time to time, we receive orders of assessment from the Indian tax authorities assessing additional taxable income on us and/or our subsidiaries in connection with their review of our tax returns. We currently have orders of assessment for fiscal 2003 through fiscal 2020 pending before various appellate authorities. These orders assess additional taxable income that could in the aggregate give rise to an estimated ₹302.6 million ($3.6 million based on the exchange rate on June 30, 2024) in additional taxes, including interest of ₹51.9 million ($0.6 million based on the exchange rate on June 30, 2024).
30
The following sets forth the details of these orders of assessment:
| Entity |
Tax year(s) | Amount demanded (including interest) |
Interest on amount Demanded |
|||||||||||||||||
| (₹ and US dollars in millions) | ||||||||||||||||||||
| Permanent establishment of WNS North America Inc (“WNS NA Inc”) in India |
Fiscal 2003 | ₹ | 0.1 | $ | (0.1 | )(1) | ₹ | — | $ | — | ||||||||||
| Permanent establishment of WNS NA Inc and WNS Global Services UK Limited (“WNS UK”) in India |
Fiscal 2004 | ₹ | 8.1 | $ | (0.1 | )(1) | ₹ | — | $ | — | ||||||||||
| Permanent establishment of WNS NA Inc and WNS UK in India |
Fiscal 2005 | ₹ | 4.1 | $ | (0.1 | )(1) | ₹ | — | $ | — | ||||||||||
| WNS Global Services Private Limited (“WNS Global”) |
Fiscal 2006 | ₹ | 29.8 | $ | (0.4 | )(1) | ₹ | 7.7 | $ | (0.1 | )(1) | |||||||||
| Permanent establishment of WNS NA Inc and WNS UK in India |
Fiscal 2006 | ₹ | 13.2 | $ | (0.2 | )(1) | ₹ | 5.6 | $ | (0.1 | )(1) | |||||||||
| Permanent establishment of WNS NA Inc. and WNS UK in India |
Fiscal 2007 | ₹ | 23.1 | $ | (0.3 | )(1) | ₹ | 5.4 | $ | (0.1 | )(1) | |||||||||
| WNS Global |
Fiscal 2009 | ₹ | 55.2 | $ | (0.5 | )(1) | ₹ | — | $ | — | ||||||||||
| WNS Business Consulting Services Private Limited (“WNS BCS”) |
Fiscal 2010 | ₹ | 1.0 | $ | (0.1 | )(1) | ₹ | — | $ | — | ||||||||||
| Permanent establishment of WNS NA Inc in India |
Fiscal 2011 | ₹ | 31.0 | $ | (0.4 | )(1) | ₹ | 9.9 | $ | (0.1 | )(1) | |||||||||
| WNS Global |
Fiscal 2016 | ₹ | 45.2 | $ | (0.4 | )(1) | ₹ | 20.50 | $ | (0.1 | )(1) | |||||||||
| WNS Global |
Fiscal 2020 | ₹ | 91.8 | $ | (1.0 | )(1) | ₹ | 2.8 | $ | (0.1 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
₹ | 302.6 | $ | (3.6 | )(1) | ₹ | 51.9 | $ | (0.6 | )(1) | ||||||||||
|
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Note:
(1) Based on the exchange rate as at June 30, 2024.
The aforementioned orders of assessment allege that the transfer prices we applied to certain of the international transactions between WNS Global or WNS BCS (each of which is one of our Indian subsidiaries), as the case may be, and our other wholly-owned subsidiaries named above were not on arm’s-length terms, disallow a tax holiday benefit claimed by us, deny the set off of brought forward business losses and unabsorbed depreciation, disallow certain expenses and payments claimed as tax deductible by WNS Global or WNS BCS, as the case may be. As at June 30, 2024, we have provided a tax reserve of ₹774.3 million ($9.3 million based on the exchange rate on June 30, 2024) primarily on account of the Indian tax authorities’ denying the set-off of brought forward business losses and unabsorbed depreciation. We have appealed against these orders of assessment before higher appellate authorities.
In addition, we currently have orders of assessment pertaining to similar issues that have been decided in our favor by appellate authorities, vacating tax demands of ₹6,907.0 million ($82.8 million based on the exchange rate on June 30, 2024) in additional taxes, including interest of ₹2,457.1 million ($29.5 million based on the exchange rate on June 30, 2024). The income tax authorities have filed or may file appeals against these orders at higher appellate authorities.
In case of disputes, the Indian tax authorities may require us to deposit with them all or a portion of the disputed amounts pending resolution of the matters on appeal. Any amount paid by us as deposits will be refunded to us with interest if we succeed in our appeals. We have deposited ₹904.1 million ($10.9 million based on the exchange rate on June 30, 2024) of the disputed amount with the tax authorities and may be required to deposit the remaining portion of the disputed amount with the tax authorities pending final resolution of the respective matters.
31
As at June 30, 2024, corporate tax returns for fiscal year 2021 and thereafter remain subject to examination by tax authorities in India.
After consultation with our Indian tax advisors and based on the facts of these cases, legal opinions from counsel on certain matters, the nature of the tax authorities’ disallowances and the orders from appellate authorities deciding similar issues in our favor in respect of assessment orders for earlier fiscal years, we believe these orders are unlikely to be sustained at the higher appellate authorities and we intend to vigorously dispute the orders of assessment.
In addition, we currently have orders of assessment outstanding for various years pertaining to pre-acquisition period of Smart Cube India Private Limited acquired in fiscal 2023, which assess additional taxable income that could in the aggregate give rise to an estimated ₹84.0 million ($1.0 million based on the exchange rate on June 30, 2024) in additional taxes, including interest of ₹45.8 million ($0.5 million based on the exchange rate on June 30, 2024). These orders of assessment disallow tax holiday benefit claimed by these acquired entities. These acquired entities have appealed against these orders of assessment before higher appellate authorities.
32
We have received orders of assessment from the value-added tax (“VAT”), service tax and goods and services tax (“GST”) authorities, demanding payment of ₹892.6 million ($10.7 million based on the exchange rate on June 30, 2024) towards VAT, service tax and GST for the period April 1, 2014 to March 31, 2021. The tax authorities have rejected input tax credit on certain types of input services. Based on consultations with our tax advisors, we believe these orders of assessments will more likely than not be vacated by the higher appellate authorities and we intend to dispute the orders of assessments.
In 2016, we also received an assessment order from the Sri Lankan Tax Authority, demanding payment of LKR 25.2 million ($0.1 million based on the exchange rate on June 30, 2024) in connection with the review of our tax return for fiscal year 2012. The assessment order challenges the tax exemption that we have claimed for export business. We have filed an appeal against the assessment order with the Sri Lankan Court of Appeal in this regard. Based on consultations with our tax advisors, we believe this order of assessment will more likely than not be vacated by the higher appellate authorities and we intend to dispute the order of assessment.
No assurance can be given, however, that we will prevail in our tax disputes. If we do not prevail, payment of additional taxes, interest and penalties may adversely affect our results of operations, financial condition and cash flows. There can also be no assurance that we will not receive similar or additional orders of assessment in the future.
33
Item 3. Quantitative and Qualitative Disclosures About Market Risk
General
Market risk is attributable to all market sensitive financial instruments including foreign currency receivables and payables. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments.
Our exposure to market risk is primarily a function of our revenue generating activities and any future borrowings in foreign currency. The objective of market risk management is to avoid excessive exposure of our earnings to losses. Most of our exposure to market risk arises from our revenue and expenses that are denominated in different currencies.
The following risk management discussion and the estimated amounts generated from analytical techniques are forward-looking statements of market risk assuming certain market conditions. Our actual results in the future may differ materially from these projected results due to actual developments in the global financial markets.
Risk Management Procedures
We manage market risk through our treasury operations. Our senior management and our Board of Directors approve our treasury operations’ objectives and policies. The activities of our treasury operations include management of cash resources, implementation of hedging strategies for foreign currency exposures, implementation of borrowing strategies and monitoring compliance with market risk limits and policies. Our Foreign Exchange Committee, comprising the Director of the Board, our Group Chief Executive Officer and our Group Chief Financial Officer, is the approving authority for all our hedging transactions.
Components of Market Risk
Exchange Rate Risk
Our exposure to market risk arises principally from exchange rate risk. Although substantially all of our revenue less repair payments (non-GAAP) is denominated in pound sterling and US dollars, approximately 46.1% of our expenses (net of payments to repair centers made as part of our BFSI segment) for the three months ended June 30, 2024, were incurred and paid in Indian rupees. The exchange rates between each of the pound sterling, the Indian rupee, the Australian dollar, the South African rand and the Philippine peso, on the one hand, and the US dollar, on the other hand, have changed substantially in recent years and may fluctuate substantially in the future.
34
Our exchange rate risk primarily arises from our foreign currency-denominated receivables. Based upon our level of operations in the first quarter of fiscal 2025, a sensitivity analysis shows that a 10% appreciation or depreciation in the pound sterling against the US dollar would have increased or decreased revenue by approximately $8.5 million and increased or decreased revenue less repair payments (non-GAAP) by approximately $7.4 million in the first quarter of fiscal 2025, a 10% appreciation or depreciation in the Australian dollar against the US dollar would have increased or decreased revenue and revenue less repair payments (non-GAAP) by approximately $2.2 million in the first quarter of fiscal 2025, and a 10% appreciation or depreciation in the South African rand against the US dollar would have increased or decreased revenue and revenue less repair payments (non-GAAP) by approximately $0.3 million in the first quarter of fiscal 2025. Similarly, a 10% appreciation or depreciation in the Indian rupee against the US dollar would have increased or decreased our expenses incurred and paid in Indian rupee in the first quarter of fiscal 2025 by approximately $13.2 million, a 10% appreciation or depreciation in the South African rand against the US dollar would have increased or decreased our expenses incurred and paid in South African rand in the first quarter of fiscal 2025 by approximately $1.8 million and a 10% appreciation or depreciation in the Philippine peso against the US dollar would have increased or decreased our expenses incurred and paid in Philippine peso in the first quarter of fiscal 2025 by approximately $2.5 million.
To protect against foreign exchange gains or losses on forecasted revenue and inter-company revenue, we have instituted a foreign currency cash flow hedging program. We hedge a part of our forecasted revenue and inter-company revenue denominated in foreign currencies with forward contracts and options.
Interest Rate Risk
Our exposure to interest rate risk arises from our borrowings that have a floating rate of interest, which is linked to various benchmark interest rates, including SOFR and SONIA. We manage this risk by maintaining an appropriate mix of fixed and floating rate borrowings and through the use of interest rate swap contracts. The costs of floating rate borrowings may be affected by fluctuations in the interest rates. In connection with the term loan facilities entered into in fiscal 2017, we entered into interest rate swap agreements with the banks in fiscal 2017. These swap agreements effectively convert the term loans from a variable interest rate to a fixed interest rate, thereby managing our exposure to changes in market interest rates under the term loans. As at June 30, 2024, we had not entered into any interest rate swap contract.
We monitor our positions and do not anticipate non-performance by the counterparties. We intend to selectively use interest rate swaps, options and other derivative instruments to manage our exposure to interest rate movements. These exposures are reviewed by appropriate levels of management on a periodic basis. We do not enter into hedging agreements for speculative purposes.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required under the Exchange Act, management evaluated, with the participation of our Group Chief Executive Officer and Group Chief Financial Officer, the effectiveness of our disclosure controls and procedures as at the end of the period covered by this quarterly report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Group Chief Executive Officer and Group Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure.
Based on the foregoing, our Group Chief Executive Officer and Group Chief Financial Officer concluded that, as at the end of the period covered by this report, our disclosure controls and procedures were effective.
35
Changes in Internal Control over Financial Reporting
Management has evaluated, with the participation of our Group Chief Executive Officer and Group Chief Financial Officer, whether any changes in our internal control over financial reporting that occurred during the period covered by this quarterly report have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarterly period ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
36
| Period |
No. of shares purchased |
Average price paid per share (in $) |
Total number of shares purchased as part of publicly announced plans or programs |
Approximate US dollar value (in thousands) of shares that may yet be repurchased under the program (assuming purchase price of $100 per share) |
||||||||||||
| June 1 to June 30, 2024 |
1,643,731 | 51.23 | 1,643,731 | 245,627 | ||||||||||||
| July 1 to July 31, 2024 |
856,269 | 55.81 | 856,269 | 160,000 | ||||||||||||
| Total |
2,500,000 |
52.80 |
2,500,000 |
160,000 |
||||||||||||
| * | Filed or furnished with this Quarterly Report on Form 10-Q. |
| † | Indicates management contract or compensatory plan required to be filed as an exhibit. |
| ^ | Certain information in this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request. |
WNS (HOLDINGS) LIMITED | ||
| By: | /s/ Arijit Sen | |
| Name: | Arijit Sen | |
| Title: | Group Chief Financial Officer (Principal Financial and Accounting Officer and Authorized Signatory) | |
Exhibit 10.1
THE USE OF THE FOLLOWING NOTATION IN THE EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO ITEM 601(b)(10)(iv) WHEREBY CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED BECAUSE IT IS BOTH NOT MATERIAL AND THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL: [***]
DATED
June 09, 2022
EMPLOYMENT CONTRACT
between
WNS Global Services (UK) Limited
and
MR. KESHAV R. MURUGESH
This agreement is dated June 09, 2022. The parties had previously entered into an agreement of employment which was effective on February 19, 2010 (as amended and restated). This agreement is intended to replace and supersede the previous agreements related to the employment of Mr. Keshav R. Murugesh and the WNS Group of companies.
Parties
| (1) | WNS Global Services (UK) Limited incorporated and registered in England and Wales with its registered office at Acre House, 11-15 William Road, London NW1 3ER, together with its successors and assigns (the “Company / we / us”); and |
| (2) | Mr. Keshav R Murugesh “REDACTED FOR PRIVACY” (the “Executive / you”, which term shall, where applicable, include your successors and legal heirs). |
Agreed terms
| 1. | Interpretation |
| 1.1 | The definitions and rules of interpretation in this clause 1 apply in this agreement. |
Appointment: your employment by us on the terms of this agreement.
Associated Employer: has the meaning given to it in the Employment Rights Act 1996.
Board: the board of directors of the WNS (Holdings) Limited (including any committee of the board duly appointed by it).
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: April 01, 2022.
Confidential Information: means all information which is identified or treated by the Company or any Group Company or any of the Group’s clients or customers as confidential or which by reason of its character or the circumstances or manner of its disclosure is evidently confidential including (without prejudice to the foregoing generality) any information about the personal affairs of any of the directors (or their families) of the Company or any Group Company, business plans, proposals relating to the acquisition or disposal of a company or business or proposed expansion or contraction of activities, maturing new business opportunities, research and development projects, designs, secret processes, trade secrets, product or services development and formulae, know-how, inventions, sales statistics and forecasts, marketing strategies and plans, costs, profit and loss and other financial information (save to the extent published in audited accounts), prices and discount structures and the names, addresses and contact and other details of: (a) employees and their terms of employment; (b) customers and potential customers, their requirements and their terms of business with the Company or Group; and (c) suppliers and potential suppliers and their terms of business (all whether or not recorded in writing or in electronic or other format);
Group Company: the Company, its Subsidiaries or Holding Companies from time to time and any Subsidiary of any Holding Company from time to time.
Page 2 of 16
Incapacity: any sickness, injury or other medical disorder or condition which prevents you from carrying out your duties.
Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Inventions: inventions, ideas and improvements, whether or not patentable, and whether or not recorded in any medium.
Restricted Business: those parts of our OR any Group Company’s business with which you were involved to a material extent in the twelve months before Termination.]
Restricted Customer: any firm, company or person who, during the twelve months before Termination, was a customer or prospective customer of OR was in the habit of dealing with the Company OR any Group Company with whom you had contact or about whom you became aware or informed in the course of your employment.]
Restricted Person: anyone employed us OR any Group Company and who could materially damage our OR any Group Company’s interests if they were involved in any Capacity in any business concern which competes with any Restricted Business and with whom you dealt in the twelve months before Termination in the course of your employment.
SSP: statutory sick pay.
Subsidiary and Holding Company: in relation to a company mean “subsidiary” and “holding company” as defined in section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) a nominee.
Termination: the termination of your employment with us howsoever caused.
| 1.2 | The headings in this agreement are inserted for convenience only and shall not affect its construction. |
| 1.3 | A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. |
| 1.4 | Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular. |
| 1.5 | The schedules to this agreement form part of (and are incorporated into) this agreement. |
Page 3 of 16
| 2. | Term of appointment |
| 2.1 | The Appointment shall be deemed to have commenced on the Commencement Date and shall continue, subject to the remaining terms of this agreement, until August 17, 2025. |
| 3. | Duties |
| 3.1 | Your appointment shall be as the Group Chief Executive Officer of the WNS Group. In addition, you shall continue to serve as a member of the Board of Directors of WNS (Holdings) Limited (the “Board”) and may, upon mutual agreement, serve on the board of any Group Companies. |
| 3.2 | During the Appointment you shall: |
| (a) | unless prevented by Incapacity, devote the whole of your time, attention and abilities to our business and not work for anyone else without our prior written approval; |
| (b) | diligently exercise such powers and perform such duties as the Board] may from time to time assign to you; |
| (c) | comply with all reasonable and lawful directions given to you by the Board; |
| (d) | promptly make such reports and provide such information to the Board in connection with our or any Group Company’s affairs or your duties on such matters and at such times as are reasonably required; |
| (e) | report your own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or of any Group Company to the Board immediately on becoming aware of it; and |
| (f) | use your best endeavours to promote, protect, develop and extend our business and the business of any Group Company. |
| 3.3 | You shall: |
| (a) | comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the US Foreign Corrupt Practices Act and the UK Bribery Act 2010; |
| (b) | comply with our Code of Business Ethics and Conduct and anti-corruption and bribery policies and related procedures at all times |
| 3.4 | We take a zero-tolerance approach to tax evasion. You must not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. |
| 3.5 | All documents, manuals, hardware and software provided for your use by us, and any data or documents (including copies) produced, maintained or stored on our computer systems or other electronic equipment (including mobile phones), remain our property. |
| 3.6 | Nothing contained in this agreement shall prohibit you from engaging in any charitable, civic or community activities, or managing your or your family’s passive investments and affairs, or assuming memberships of industry associations or similar bodies, so long as these activities do not violate the confidentiality terms of this agreement, the non- compete restrictions or the terms of any other agreement between you and the Company or Group Companies, and do not interfere with your duties and responsibilities to the Company/Group Companies. |
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| 4. | Place of work |
| 4.1 | Your normal place of work is London, United Kingdom or such other place within which the Board and you may reasonably require for the proper performance and exercise of your duties. |
| 4.2 | You agree to travel on our or any Group Company’s business (both within the UK or abroad) as may be required for the proper performance of your duties under the Appointment. You would continue to be eligible for first-class travel for all such business travel. |
| 5. | Working time regulations |
You have autonomous decision-making powers. The duration of your working time is not measured or predetermined.
| 6. | Other interests |
You shall follow corporate policies and/or guidelines regarding outside board positions.
| 7. | Salary |
| 7.1 | Base Salary: The annual base salary payable to you shall be GBP 675,000. |
| 7.2 | Target Bonus / Target Variable Incentive Amount [TVIA]: You shall be entitled to a minimum annual target bonus / TVIA of GBP 843,750, with such multipliers as may be decided by and between the Compensation Committee and you. This bonus / TVIA will be payable as per the practice prevailing at the Company for payment of bonus to employees with a bonus plan. |
| 7.3 | Equity Grants: |
| a) | Annual Equity Grants: Equity Grants to you shall be computed based on the average share price (closing price in US Dollars) of the shares/ADRs of WNS (Holdings) Limited prevailing during the last month of the fiscal year which precedes the date of the determination of the equity grant to be made to you. The value of the grant, on the date of the grant, shall not be less than eight (8) times the annual base salary. For the purposes of this clause alone, the minimum base salary shall be $1,234,922 (and shall be denominated in US Dollars for the purposes of this determination alone) adjusted for annual increments. The grant shall be made under the Company’s 2016 Incentive Award plan (as may be amended from time to time). You shall be eligible for an additional vesting to the extent of 50% of the grant quantity, linked to eight (8) times the adjusted base salary based on the terms set for all employees. |
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| b) | You will be eligible for Annual Equity Grant in April 2023 and April 2024. You will not be eligible for any Annual Equity Grant post April 2024 for the remaining duration of your employment with the Company. In the event that, following the expiry of this Agreement, the financial targets for the Company change materially and affect the value potential of your unvested 2023 and 2024 stock awards very negatively, there will be a discussion between you and the Chairperson of the Board to address the issue. If the matter is not resolved to mutual satisfaction, then all RSUs granted under these two awards will vest on their due dates in April 2026 and April 2027 in full and without the application of the performance conditions. |
| i. | For the Annual Equity Grant made in FY2023-24 the targets set for the financial metrics used for the vesting evaluation of RSU units linked to FY2023-24, FY2024-25 and FY2025-2026 shall be consistent with what is being assigned for the Executive Team in general. |
| ii. | For the Annual Equity Grant made in FY2024-25 the targets set for the financial metrics used for the vesting evaluation of RSU units linked to FY2024-25, FY2025-26 and FY2026-2027 shall be consistent with what is being assigned for the Executive Team in general. |
| iii. | For the Annual Equity Grant made in FY2023-24 and FY2024-25, You will be eligible to access and exercise the RSU units post end of the employment term [August 17, 2025], based on the actual vesting schedule and performance evaluations as outlined in the respective RSU Agreements. |
| iv. | Supercharge WNS Equity Program: You will be eligible to receive a one-time grant towards this program in FY2022-23. The grant quantity shall be equivalent to 2 (two) times of the Base Grant for FY2022-23. |
| v. | Minimum Value Protection: You will be guaranteed for Minimum Value Protection based on the following – |
| 1. | Minimum Protection Value: The value of unvested RSU units, as on August 17, 2023, from the grants made on April 21, 2021 and April 21, 2022 [excluding Supercharge WNS Equity Program Grant] multiplied by the average of daily closing WNS share price for the month of August 2023. |
| 2. | Treatment of unvested RSUs as on August 17, 2023: All unvested RSU units [including over performance], as on August 17, 2023, from the grants made on April 21, 2021 and April 21, 2022 [excluding Supercharge WNS Equity Program Grant] will be deemed earned and will not be subject to any further performance based vesting conditions. The unvested RSU units thus deemed earned as on August 17, 2023, will vest based on the remaining vesting schedule as per the RSU Agreement. |
| 3. | Value Protection Calculation in April 2025: On April 30, 2025, the value of unvested RSU units as on August 17, 2023, from the grants made on April 21, 2021 and April 21, 2022 [excluding Supercharge WNS Equity Program Grant] that would have vested based on the regular vesting schedule, would be calculated based on the closing WNS share price on each of the vesting dates. |
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| 4. | If the total value as calculated in clause 7.3(b)(v)[1] is greater than the total value as calculated in clause 7.3(b)(v)[3], the differential between total value as calculated under clauses 7.3(b)(v)[1] and 7.3(b)(v)[3] shall be paid to the Executive in cash as part of the May 2025 salary. |
| 5. | The payment of the Minimum Value Protection shall be immediately due to You should your employment terminate for any reason whatsoever following August 17, 2023. |
| c) | Should, during the term of this agreement, WNS (Holdings) Limited undergo a Change in Control, all unvested RSU units from the Equity Grants under subsections (i), (ii), (iii) and (iv) of Section 7.3(b) shall automatically accelerate and be deemed vested. Change of Control means the change of control of the Company as defined in clause 2.5 of the WNS Amended and Restated WNS (Holdings) Limited Incentive Award Plan, regardless of whether you continue to remain in the position of Group Chief Executive Officer or not. |
| 8. | Benefits |
| 8.1 | You shall be eligible for an additional car allowance of GBP 20,000 per annum paid monthly through regular payroll for the duration of the Employment Term with the Company. |
| 8.2 | You shall be eligible for pension in accordance with the policy of the Company, and will be enrolled with the applicable scheme on the Effective Date. During the period of your service under this Agreement, the Company will comply at all times with the employer duties under Part 1 of the Pensions Act 2008. The Company shall be entitled at any time to reduce the level of contributions payable to the pension plan on your behalf. |
| 8.3 | The Company will provide accommodation for You in the WNS UK guest house or another place chosen by You. The rental expenses for using the accommodation shall be recovered from your salary on a monthly basis. All other expenses related to utilities and maintenance of the accommodation will be borne by the Company (including any taxes that may be assessed against you arising out of the use of the accommodation by you. |
| 8.4 | The Company shall procure private Medical Insurance with global coverage for you and your spouse. Should the insurer require that any payments be made in advance in respect of the Medical Insurance, the Company shall make this payment directly. |
| 8.5 | The Company shall procure life insurance policy/ies such that the GBP equivalent of your current coverage limit of INR 40 crores shall be continued through policies in UK and India. The cost of providing this cover and any taxes that may be assessed against you on account of this cover shall be borne by the Company. |
| 8.6 | The Company shall procure personal accident insurance such that the GBP equivalent of your current coverage limit of INR 12 crores shall be continued through policies in UK and India. The cost of providing this cover and any taxes that may be assessed against you on account of this cover shall be borne by the Company. |
| 8.7 | You may be eligible to be provided with other benefits during your services under this Agreement, subject to any rules applicable to the relevant benefit. Details of the other benefits for which you may be eligible will be provided to you. The Company may replace or withdraw such benefits, or amend the terms of such benefits, at any time on reasonable notice to you. |
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| 8.8 | You will be eligible for a club membership for yourself and your spouse, the annual costs of which shall not exceed GBP 25,000, and this cost shall be borne by the Company. |
| 8.9 | The Company shall assist with the appointment of professionals and bear the cost towards annual Tax Planning and Tax Filling Support for you. |
You shall also be entitled to all other benefits provided by the policies of WNS UK subject to any statutory eligibility requirements or conditions and the Company’s rules applicable to the type of benefit in force from time to time.
| 9. | Expenses |
| 9.1 | We shall reimburse all reasonable expenses wholly, properly and necessarily incurred by you in the course of the Appointment. |
| 9.2 | You will continue to be covered under the indemnification agreement between you and WNS (Holdings) Limited, and the company will be responsible for the appointment of legal counsel to defend any matters arising out of the agreement, and the costs and expenses incurred as a result. |
| 9.3 | You shall abide by our policies on expenses as from time to time. |
| 10. | Deductions |
You agree that the Company may deduct from any sums due to you under this agreement, any sums due by you to any Group Company including, without limitation, any unauthorised debits to any Group Company credit or charge card, your pension contributions (if any), and any overpayments, loans or advances made to you by any Group Company.
| 11. | Holidays |
| 11.1 | You shall be entitled to 25 days’ paid holiday in each holiday year together with the usual public holidays. |
| 12. | Confidential Information |
| 12.1 | You acknowledge that, in the course of the Appointment, you will have access to Confidential Information. You have therefore agreed to accept the restrictions in this clause 12. |
| 12.2 | Subject to clause 12.3, you shall not (except in the proper course of your duties), either during the Appointment or at any time after its termination (however arising), use or disclose to any person, company or other organisation whatsoever (and shall use your best endeavours to prevent the publication or disclosure of) any Confidential Information. |
This shall not apply to:
| (a) | any use or disclosure authorised by the Board or required by law; |
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| (b) | any information which is already in, or comes into, the public domain other than through your unauthorised disclosure; or |
| (c) | any protected disclosure within the meaning of section 43A of the Employment Rights Act 1996. |
| 12.3 | Nothing in this clause 12 shall prevent you or, where applicable, us or any of our officers, employees, workers or agents from: |
| (a) | reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; |
| (b) | doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority; |
| (c) | whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); |
| (d) | complying with an order from a court or tribunal to disclose or give evidence; |
| (e) | disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and National Insurance liabilities arising from the Appointment or its termination; |
| (f) | disclosing information to any person who owes a duty of confidentiality (which you and we agree not to waive) in respect of information disclosed to them, including legal or tax advisers or, in your case, persons providing you with medical, therapeutic, counselling or support services (provided they owe you a duty of confidentiality which remains unwaived); or |
| (g) | making any other disclosure as required by law. |
| 13. | Intellectual property |
| 13.1 | You shall give us full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by you at any time during the course of your employment with us which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company. You acknowledge that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in us absolutely. To the extent that they do not vest automatically, you hold them on trust for us. |
| 13.2 | You hereby irrevocably waive all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which you have or will have in any existing or future works referred to in clause 13. |
| 14. | Termination |
| 14.1 | Termination Without Cause; Termination for Good Reason. Notwithstanding the terms of clause 2, we may terminate your employment without Cause at any time by providing prior written notice of at least 90 days. Unless otherwise specified by us, the date that is 90 days following the receipt of such notice shall constitute the effective date of termination. You may terminate your employment for Good Reason (as defined below) at any time, subject to the notice and cure provisions described below (for purposes of this Section the termination date specified in any such notice shall constitute also constitute the effective date of termination. If your employment is terminated by us without Cause or by you for Good Reason pursuant to this Section, we shall pay or provide to you, (i) your earned but unpaid base salary accrued through such date of termination less all deductions that are required or permitted by law to be made including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company, (ii) accrued but unpaid vacation time through such date of termination, (iii) reimbursement of any business expenses incurred by Executive prior to the date of termination that are reimbursable and (iv) any vested benefits and other amounts accruing prior to the date of termination due to Executive under any employee benefit plan (the items listed in 14.1(i), 14.1(ii), 14.1(iii), & 14.1(iv), are collectively the “Accrued Obligations”). |
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| 14.2 | In addition, in the event of your employment being terminated without Cause or for Good Reason, subject to your execution and non-revocation of a binding Release (as defined below) and your continued compliance with the Confidentiality and Intellectual Property terms herein, you shall be entitled to the following payments and benefits from the Company (the “Severance”): |
| a) | continued payment of your base salary at the rate in effect as of the date of termination for a period of 12 months following the date of termination in monthly instalments, in arrears; and |
| b) | Target Bonus / TVIA for the year in which the termination occurs and such bonus will be paid along with Accrued Obligations. |
| 14.3 | Death, Disability. If you die during employment period or your employment with the Company is terminated due to your Disability, you or your estate / heirs / nominees, as applicable, shall be entitled to receive the Accrued Obligations. For the purposes of this section, the date of termination, shall mean the date of your death, or date on which the Board notifies you that your employment with the Company is terminated due to disability or the date on which you notify the Board that your employment with the Company is terminated. |
| 14.4 | Cause. If your employment with the Company becomes terminable by the Company for Cause, the Company may terminate your employment with the Company immediately and you shall be entitled to receive the Accrued Obligations only. |
| 14.5 | Resignation. You may terminate your employment with the Company without Good Reason upon 90 days’ notice to the Company, subject to the Company’s right to waive any or all of such notice period. If you so terminate your employment with the Company without Good Reason, you shall be entitled to receive the Accrued Obligations only. |
| 14.6 | Other Termination. If your employment with the Company terminates for any reason other than those specified above, the Company shall pay or provide to Executive the Accrued Obligations plus Severance. |
| 14.7 | Release; Exclusivity of Benefits. Except as expressly provided in this Section 14, upon the termination of your employment with the Company, the Company shall have no obligations to you in connection with your with the Company or the termination thereof. Except as expressly set forth in this Agreement or any other agreement between you and the Company, there shall be no contractual or similar restriction on your right to terminate your employment with the Company or its affiliates. |
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| 14.8 | Definitions. |
(i) “Cause” shall mean (a) a material breach of this Agreement by you; (b) the wilful or repeated failure or refusal by you to substantially perform your duties hereunder; (c) if your behaviour (whether or not in breach of this Agreement) can reasonably be regarded as materially prejudicial to the interests of the Company or any Group Company, including if you are found guilty of any criminal offence punishable by imprisonment (whether or not such sentence is actually imposed, (d) any allegation of fraud, embezzlement or misappropriation by your relating to the Company, its clients, contractors or their respective funds, properties, corporate opportunities or other assets, (e) your repeatedly acting in a manner or making any statements, in either case, which the Company reasonably determines to be detrimental or damaging to the reputation, operations, prospects or business relations of the Company, or (f) the willful violation by you of any material written Company policy, provided, that the Company shall give you written notice stating in reasonable detail the facts or circumstances giving rise to Cause and, if Cause shall arise under any of clauses (a), (b), (c) or (d) of this definition, to the extent capable of cure, as determined by the Company in its reasonable discretion, Executive shall be given 30 days to cure such facts or circumstances.
(ii) “Disability” shall mean (a) Executive’s death, or (b) a condition that causes Executive to become entitled to long-term disability benefits under an applicable Company plan or, if no such plan applies to Executive, Disability shall mean that Executive is unable, as determined by the Board, to substantially perform his/her duties under this Agreement for 90 days in any 365-day period.
(iii) “Good Reason” shall mean (a) the relocation of Executive’s principal place of employment or (b) a material diminution in Executive’s title or duties and responsibilities under this Agreement, or (c) material reduction in Executive’s base salary, Target Bonus, or yearly stock based compensation or (d) change in the targets for financial metrics used for RSU vesting evaluation for the FY2023-24 and FY2024-25 grants are different to that has been assigned to the Executive Team in general, or (e) change in the plan design and/or targets for financial metrics used for RSU vesting evaluation for the FY2023-24 and FY2024-25 grants that causes a material reduction in Executive’s earning potential, provided that Executive shall give the Company written notice (in accordance with Section 14.1 hereof) stating in reasonable detail the facts or circumstances giving rise to Good Reason and, to the extent capable of cure, the Company shall have thirty (30) days to cure such facts or circumstances.
| 14.9 | Treatment of RSU Grants and Minimum Value Protection on Termination. If Executive’s employment with the Company terminates in accordance with Sections 14.1 or 14.3 or 14.4 or 14.5 or 14.6, Executive shall be entitled for the treatment of the RSU Grants and Minimum Value Protection as set out in table below - |
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| Annual Equity Grant |
Annual Equity Grant |
Annual Equity Grant |
Supercharge Made in FY2022-23 |
Minimum Value Protection | ||||||
| Termination without Cause [Section 14.1 above] | Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. | No Acceleration. Executive will be eligible to access and exercise the RSU units post the date of Termination based on the actual vesting schedule and performance evaluations as outlined in the respective RSU Agreements | No Acceleration. Executive will be eligible to access and exercise the RSU units post the date of Termination based on the actual vesting schedule and performance evaluations as outlined in the respective RSU Agreements | No Acceleration. Executive will be eligible to access vested RSUs as on the date of Termination. All unvested RSUs as on date of Termination will be forfeited | in case of Termination for any reason on or after August 17, 2023, Executive shall be eligible for Minimum Value Protection as defined in Section 5.3(b)(v)[1]
The amount payable to the Executive shall be the difference in value as calculated in Section 7.3(b)(v)[1] and the addition of
1) the value of vested RSU units, from the grants made on April 21, 2021 and April 21, 2022 [excluding Supercharge WNS Equity Program Grant] prior to the date of Termination that would have vested based on the regular vesting schedule, calculated based on the closing WNS share price on each of the vesting dates.
and
2) the value of unvested equity grants from the grants made on April 21, 2021 and April 21, 2022 [excluding Supercharge WNS Equity Program Grant] post the date of Termination calculated based on the closing WNS share price on date of Termination. | |||||
|
Termination without Good Reason [Section 14.1 above] |
Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. |
Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. |
Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. |
Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. | ||||||
|
Termination on Death, Disability, [Section 14.3 above] |
Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. |
Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. |
Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. |
Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. | ||||||
|
Termination for Cause [Section 14.4 above] |
No Acceleration. Executive will be eligible to access vested RSUs as on the date of Termination. All unvested RSUs as on date of Termination will be forfeited |
No Acceleration. Executive will be eligible to access vested RSUs as on the date of Termination. All unvested RSUs as on date of Termination will be forfeited |
No Acceleration. Executive will be eligible to access vested RSUs as on the date of Termination. All unvested RSUs as on date of Termination will be forfeited |
No Acceleration. Executive will be eligible to access vested RSUs as on the date of Termination. All unvested RSUs as on date of Termination will be forfeited | ||||||
|
Termination on Resignation [Section 14.5 above] |
No Acceleration. Executive will be eligible to access vested RSUs as on the date of Termination. All unvested RSUs as on date of Termination will be forfeited |
No Acceleration. Executive will be eligible to access vested RSUs as on the date of Termination. All unvested RSUs as on date of Termination will be forfeited |
No Acceleration. Executive will be eligible to access vested RSUs as on the date of Termination. All unvested RSUs as on date of Termination will be forfeited |
No Acceleration. Executive will be eligible to access vested RSUs as on the date of Termination. All unvested RSUs as on date of Termination will be forfeited | ||||||
| Other Termination [Section 14.6 above] | Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. | Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. | Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. | Accelerated vesting of all RSU units which have been granted to the Executive and are unvested as on the date of Termination. | ||||||
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| 15. | Events upon termination |
| 15.1 | Immediately upon the termination of the Appointment howsoever arising or immediately at the request of the Board at any time after either the Company or you have served notice of termination of the Appointment, you shall: |
| (a) | deliver to the Company all Inventions and all works embodying Intellectual Property Rights and all other materials and property including credit or charge cards, mobile telephone, laptop, tablet, computer equipment, software, passwords, encryption keys, keys, security pass, stationery, documents, files, films, records, reports, plans and papers (in whatever format including electronic) and all copies thereof used in or relating to the business of the Company or any Group Company which are in your possession or under your control; and |
| (b) | transfer without payment, to the Company, or as the Company may direct, any shares or other securities held by you as nominee or trustee for the Company or any Group Company. |
| 16. | Restrictive covenants |
| 16.1 | For the purposed of this agreement, “Restricted Period” means a period of 12 months after the date of termination and payout of severance [if any] to the Executive. The “Restricted Period” for the purpose of Non-Competition, as defined below, shall be a period of 9 months after the date of termination and payout of severance [if any] to the Executive. |
| 16.2 | Non-Competition: You agree that during the Restricted Period, you will not, either directly or indirectly, with or without compensation, individually or as an employee, broker, agent, consultant, contractor, advisor, solicitor, greater than 2% stakeholder, trust beneficiary, proprietor, partner, member, engage in, provide, offer to provide, or assist anyone, in providing BPM services to companies which include and are like [***]. |
| 16.3 | Employee Non-Solicitation: You acknowledge that you have or will gain valuable information about the identity, qualifications and on-going performance of the employees of the Company. During the Restricted Period, you agree that you will not directly or indirectly solicit or encourage any Restricted Employee to seek or accept employment with you or any other person or entity or disclose any information about any such employee or former employee to any prospective employer. |
| 16.4 | Client Non-Solicitation: You agree that at all times during the Restricted Period, that you shall not, nor shall you cause, any person or entity under your direct or indirect control to, directly or indirectly, (i) on behalf of any client, solicit, aid others in soliciting or otherwise assist in obtaining, services provided by any individual or entity that competes with the Company’s Business or (ii) interfere with any business relationship between the Company or any of it’s Clients. You further agree that during that portion of the restricted period, following your termination of employment, you will call upon any Client for the purpose of soliciting, selling, providing or delivering services, or products of the kind which are subject of the Company’s Business and shall not render or provide any such services to any Clients. |
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| 16.5 | For purposes of this agreement – |
| (a) | “Business” shall mean the operation of an offshore BPM services company or a large global BPM services company with significant offshore operations. |
| (b) | “Clients” shall mean all customers or clients for whom or which the Company has performed during the preceding 12 months or is then-performing services or has made during the preceding 12 months or is then-making sales in the course of Company’s Business and any potential customers or clients with which the Company is then or has been in active negotiation, in either case, at any time during your employment with the Company, notwithstanding that some of such Clients maybe or may have been, induced to give their patronage to the Company by your solicitation or by someone on your behalf, either during your usual hours of employment or otherwise, and notwithstanding that for all or some of such Clients previously may have been your customers. |
| (c) | “Restricted Employee” means any person who was a director, employee or consultant of the Company at any time within the twelve months immediately preceding your termination date who by reason of that position and in particular their seniority and expertise or knowledge of Confidential Information or knowledge of or influence over the Clients of the Company is likely to cause damage to the Company if they were to leave the employment of the Company and become employed by a competitor of the Company. |
| 17. | Data protection |
| 17.1 | We will collect and process information relating to you in accordance with the privacy notice which is available on the Company’s website . |
| 17.2 | You shall comply with the Data protection policy when handling personal data in the course of employment including personal data relating to any employee, worker, contractor, customer, client, supplier or agent of ours. |
| 18. | Notices |
| 18.1 | Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and delivered personally or sent by fax, email, reputable courier or registered or certified mail, postage prepaid, addressed as follows (or if it is sent through any other method agreed upon by the parties). |
If to the Company:
WNS Global Services (UK) Limited, Acre House, 11-15 William Road, London NW1 3ER Attention: General Counsel.
“REDACTED FOR PRIVACY”
| 19. | Post End of Employment Term |
| 19.1 | Following the end of your employment term with the Company other than a termination for Cause, you will be entitled to a reasonable use of the Company’s facilities, and to full time secretarial services for a period of 2 years following the end of your employment term with the Company other than a termination for Cause. |
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| 19.2 | Post the end of employment term with the Company other than a termination for Cause, based on a mutually agreed process between the Executive and the Company, the targets and plan design for the FY2023-24 and FY2024-25 equity grants as defined in clause 7.2(b)(ii) and 7.2(b)(iii) will be made available to the Executive on a timely basis. |
| 19.3 | Any provision of this agreement which is expressed or intended to have effect on, or continue in force after, the termination of this agreement shall have such effect, or, as the case may be, continue in force after such termination. |
| 20. | Entire agreement |
| 20.1 | This agreement [and any document referred to in it] constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. |
| 20.2 | Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. |
| 20.3 | Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. |
| 21. | Variation |
| 21.1 | No variation or agreed termination of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). |
| 22. | Counterparts |
| 22.1 | This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. |
| 23. | Third party rights |
| 23.1 | No one other than a party to this agreement shall have any right to enforce any of its terms. |
| 24. | Governing law |
| 24.1 | This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. |
| 25. | Jurisdiction |
| 25.1 | Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. |
This agreement has been entered into on the date stated at the beginning of it.
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| Signed by Timothy L Main for and on behalf of WNS Global Services (UK) Limited | /s/ Timothy L Main | |||
| Chairman of the Board of Directors, WNS (Holdings) Limited | ||||
| Date: 6/9/2022 | ||||
| Signed by Keshav R. Murugesh | /s/ Keshav R. Murugesh | |||
| Date: 6/9/2022 | ||||
Page 16 of 16
Exhibit 10.2
Amendment # 1 to the Employment Agreement Dated and Signed June 09, 2022 (the “Employment Agreement”)
This Amendment # 1 to the Employment Agreement amends and replaces Section 7.3(b)(iv) in its entirely as follows:
Supercharge WNS Equity Program: You have received a one-time grant towards this program in FY2022-23 as communicated to you through the RSU Award Agreement dated August 01, 2022 and subsequent Amendment to the RSU Award Agreement dated November 01, 2022. The evaluation regarding the vesting of this grant shall occur as on September 30, 2025, and notwithstanding anything contained in the RSU Award Agreement relating to this grant, You will be eligible to access and exercise any vested RSU units for the evaluation period April 01, 2022 to September 30, 2025, post the end of your employment term [August 17, 2025] in accordance with the vesting terms of the RSU Award Agreement.
Except as specifically modified and amended herein, the terms of the Employment Agreement (including as it relates to the term of the agreement) remains unaltered and shall continue to apply with full effect.
| Signed by Timothy L Main for and on behalf of WNS Global Services (UK) Limited | /s/ Timothy L Main | |||
| Chairman of the Board of Directors, WNS (Holdings) Limited | ||||
|
Date: 12/7/2022 | ||||
| Signed by Keshav R. Murugesh | /s/ Keshav R. Murugesh | |||
|
Date: 12/14/2022 | ||||
Page 1 of 1
Exhibit 10.3
THE USE OF THE FOLLOWING NOTATION IN THE EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO ITEM 601(b)(10)(iv) WHEREBY CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED BECAUSE IT IS BOTH NOT MATERIAL AND THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL: [***]
Compensation Plan 2024-25
| Date: July 25, 2024 |
||
| Employee No |
: 144465 | |
| Name |
: Arijit Sen | |
Dear Arijit,
In keeping with our theme of “One WNS, One Goal – Outperform”, WNS is committed to focusing its efforts on building a performance-oriented culture. To this effect, we rely on you as a committed employee to create more value for our business, clients and yourself.
In recognition of your contribution during the last year, we are pleased to inform you that with effect from July 25, 2024, you have been promoted to Role Band G and your revised designation / title is Group Chief Financial Officer.
Effective from July 25, 2024, your revised gross pay is INR 60,000,000 per annum which includes a Target Variable Incentive Amount of INR 30,000,000. The target variable incentive amount would be payable based on factors including Company performance, your personal performance and “One WNS Personal Performance Plan”.
You will be eligible to receive a Restricted Share Units (RSUs) grant of 10,000 units under the Company’s Incentive Award Plan (the “Equity Plan”). The RSU’s shall be governed in all respects by the terms of the Equity Plan and the RSU Agreement.
The details of your Terms of Employment are detailed in the Amendment to Standard Employment Agreement dated July 25, 2024, attached to this letter.
Wishing you the very best and look forward to your continued enthusiasm and commitment to organizational growth.
With Regards,
For WNS Global Services Pvt. Ltd.
/s/ Keshav R. Murugesh
Keshav R. Murugesh
Group CEO
AUSTRALIA
CHINA
COSTA RICA
INDIA
THE PHILIPPINES
ROMANIA
SRI LANKA
SOUTH AFRICA
UAE
UK
USA
Page 1 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
AMENDMENT TO STANDARD EMPLOYMENT AGREEMENT
This AMENDMENT to Standard Employment Agreement (the “Agreement”) is dated as of July 25, 2024 by and between WNS Global Services Pvt. Ltd. having its principal place of business at Gate No:4, Plant 10, Godrej & Boyce Complex. Pirojshanagar, LBS Marg, Vikhroli (West), Mumbai 400079, Maharashtra, India (together with its affiliates and their respective successors and assigns, the “Company”) and Arijit Sen (“Executive”).
Reference is made to the Standard Employment Agreement (the “Agreement”) dated July 01, 2009, and the subsequent Amendment (Amendment No. 1) dated May 01, 2023, by and between Company and Executive. The parties hereto wish to amend the Agreement and Amendment No. 1 in accordance with this Amendment.
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
Employment Term. Executive’s employment shall continue for a term till as such time either Executive or the Company elects to terminate the agreement by notifying the other party in accordance with section 6.
| 1. | Position and Duties. |
| a. | Position. Executive shall serve as Group Chief Financial Officer in Career Band “Officer” and Role Band “G” and shall perform such employment duties as are usual and customary for such position. Executive shall report to Group CEO, or a person designated by Group CEO (the “Manager”). At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other offices and capacities, consistent with Executive’s position, in addition to the foregoing as the Company shall designate. If Executive serves in any additional capacities in a permanent manner and such capacities represent a material increase in Executive’s role, the Company and Executive shall mutually agree to additional compensation, if any. |
| b. | Place of Employment. During employment, Executive shall perform the services required by this Agreement. To facilitate this, Executive would be based in Mumbai, India. Notwithstanding the foregoing, the Company may from time to time require Executive to travel to other locations on the Company’s business. Further, the Company might request Executive to relocate to different city based on role requirements. |
| c. | Exclusivity. Except for such other activities as the Manager shall approve in writing, in his/her sole discretion, Executive shall devote his/her entire business time, attention and energies to the business and affairs of the Company, to the performance of Executive’s duties under this Agreement and to the promotion of the Company’s interests, and shall not (i) accept any other employment or consultancy, or (ii) engage, directly or indirectly in any other business activity (whether or not pursued for pecuniary advantage). Under no circumstance shall Executive engage in any activity or advise or support any activity that is or may be competitive with, or that might place Executive in a competing position to, that of the Company. The foregoing restrictions shall not prohibit Executive from engaging in charitable, civic or community activities, or managing his/her passive investments and affairs, so long as such activities and affairs do not violate the terms of any covenant set forth in this Section 1.c, Section 5 below or the terms of any other agreement between the Company and Executive and do not interfere with his/her duties and responsibilities to the Company. |
AUSTRALIA
CHINA
COSTA RICA
INDIA
THE PHILIPPINES
ROMANIA
SRI LANKA
SOUTH AFRICA
UAE
UK
USA
Page 2 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
| 2. | Compensation. |
| a. | Salary. The Company shall pay Executive a fixed salary (the “Fixed Salary”), set at INR 30,000,000 per annum and payable in accordance with the Company’s normal payroll procedures from time to time. All payments or benefits under this Agreement are subject to any applicable employment or tax withholdings or deductions. |
| b. | Performance Bonus. In addition, you shall also be eligible for a Target Variable Incentive Amount (TVIA) of INR 30,000,000 per annum which will be earned based on the One WNS Personal Performance Plan (PPP) communicated to you from time to time. |
To be eligible for the TVIA payment, Executive must be on the payroll of the Company on the date of disbursement of incentive. All payments are subject to taxation.
A detailed stack-up of your compensation is given below in “Exhibit B” for your reference.
| c. | Vacation. During the employment period Executive shall be eligible for vacation / leave in accordance with the applicable Company policy. |
| d. | Expenses. During employment, Executive shall be entitled to receive reimbursement of all reasonable business expenses incurred by Executive in accordance with the Company expense reimbursement policy applicable to similarly situated executives of the Company, as in effect from time to time. provided that Executive properly substantiates such expenses in accordance with such policy. |
| e. | Indemnification. During the employment period. the Company shall indemnify Executive and hold Executive harmless to the fullest extent permitted by the applicable law for the matters in which Executive is involved by reason of his position as an officer or director of the Company, excluding (i) any action as to which Executive is adjudicated by final judgment in court of low to be liable for gross negligence or willful misconduct in the performance of his duties to the Company unless and only to the extent that any court in which such actions was brought shall determine that Executive is fairly and reasonably entitled to indemnification, (ii) any action or other matters brought by Executive against the Company or any of its affiliates, unless (A) the Company has joined in or the Board has consented to the initiation of such action; or (B) the action is one to enforce indemnification rights under this agreement or any applicable law, (iii) any action for a disgorgement or profits made from the purchase and sell or sell and purchase by Executive of securities pursuant to Section 16(b) of the Securities Exchange Act of 1933, as amended. or similar provisions of any applicable U.S. statutory law or common law, (iv) any action brought about by Executive’s dishonesty or fraud, provided, that Executive shall be protected under this agreement, as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless a judgment or other final adjudication adverse to Executive establishes that he committed (A) acts of active and deliberate dishonesty, (B) with actual dishonest purpose and intent, and (C) which acts were material to the cause of action so adjudicated, (v) any judgment, fine or penalty which the Company is prohibited by applicable low from indemnifying, and (vi) any claim arising out of Executive’s breach of this agreement. |
Page 3 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
| f. | Other Benefits. During employment, Executive will also be eligible to receive such other benefits and perquisites as are generally made available to employees of the Company in India. |
| 3. | Termination of Employment. |
Either the Company or Executive may terminate Executive’s employment with the Company at any time for any reason or no reason. Any such termination of Executive’s employment with the Company shall be in accordance with the respective provisions set forth below.
| a. | Termination Without Cause; Termination for Good Reason. The Company may terminate Executive’s employment with the Company without Cause at any time by providing prior written notice of at least 3 months, in accordance with Section 6 below. Unless otherwise specified by the Company, the date that is 3 months following the receipt of such notice shall constitute the “ Date of Termination”. The Company may replace the Date of Termination with a later date in its sole discretion upon written notice to Executive. Under such circumstances, the Company shall not be required to provide any prior period of notice. Executive may terminate his/her employment for Good Reason (as defined below) at any time, subject to the notice and cure provisions described below (for purposes of this Section 3.a, the termination date specified in any such notice shall constitute also constitute a “Date of Termination”). If Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good Reason pursuant to this Section 3.a, the Company shall pay or provide to Executive, (i) Executive’s earned but unpaid fixed Salary accrued through such Date of Termination, (ii) accrued but unpaid vacation time through such Date of Termination, (iii) reimbursement of any business expenses incurred by Executive prior to the Date of Termination that are reimbursable under Section 2.d above, and (iv) any vested benefits and other amounts accruing prior to the Date of Termination due to Executive under any employee benefit plan (collectively, the “Accrued Obligations”). |
In addition, in the event of Executive being terminated in accordance with Section 3 (a) subject to Executive’s execution and non-revocation of a binding Release (as defined below) in accordance with Section 3(f) below and Executive’s continued compliance with the terms of the Confidential Information And Employee Development Agreement (as defined in Exhibit A), Executive shall be entitled to the following payments and benefits from the Company (the “Severance”):
| i. | Continued payment of Executive’s Fixed Salary at the rate in effect as of the Date of Termination for a period of 6 months following the Date of Termination |
Page 4 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
| ii. | Executive would be eligible to receive, accelerated vesting of all unvested RSUs [including Time, Performance & Over Performance] that would have vested in the year of Termination and accelerated vesting of all the unvested RSUs that would have vested on Time basis in the next two fiscal years post the year of Termination. Such acceleration will exclude any RSU grants awarded as part of the Supercharge Program. |
| b. | Death; Disability. If Executive dies during employment or Executive’s employment with the Company is terminated due to Executive’s Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive the Accrued Obligations. For purposes of this Section 3.b, “Date of Termination” shall mean the date of Executive’s death or the date on which the Company notifies Executive, in accordance with Section 6 below, that Executive’s employment with the Company has terminated due to Executive’s Disability, as applicable. |
| c. | Cause. If Executive’s employment with the Company becomes terminable by the Company for Cause, the Company may terminate Executive’s employment with the Company immediately and Executive shall be entitled to receive the Accrued Obligations. |
| d. | Resignation. Executive may terminate Executive’s employment with the Company upon 3 months’ notice to the Company provided in accordance with Section 6 below, subject to the Company’s right to waive any or all of such notice period. If Executive so terminates Executive’s employment with the Company, Executive shall be entitled to receive the Accrued Obligations. |
| e. | Other Terminations. If Executive’s employment with the Company terminates for any reason other than those specified in Sections 3.a, 3.b, 3.c or 3.d above, the Company shall pay or provide to Executive the Accrued Obligations. |
| f. | Release; Exclusivity of Benefits. Except as expressly provided in this Section 4, upon the termination of Executive’s employment with the Company, the Company shall have no obligations to Executive in connection with his/her employment with the Company or the termination thereof. Except as expressly set forth in this Agreement or any other agreement between Executive and the Company, there shall be no contractual or similar restriction on Executive’s right to terminate his/her employment with the Company or its affiliates. |
| g. | Definitions. |
| (i) | “Cause” shall mean (i) a material breach of Section 1.c, Section 4, or Section 5 of this Agreement by Executive; (ii) the failure or refusal by Executive substantially to perform his/her duties hereunder; (iii) the indictment of Executive for any felony, (iv) any allegation of fraud, embezzlement or misappropriation by Executive relating to the Company, its clients, contractors or their respective funds, properties. corporate opportunities or other assets, (v) the indictment of Executive for a crime involving moral turpitude, (vi) Executive acting in a manner or making any statements, in either case, which the Company reasonably determines to be detrimental or damaging to the reputation, operations, prospects or business relations of the Company, or (vii) the violation by Executive of any material written Company policy, provided, that the Company shall give Executive written notice (in accordance with Section 6 hereof) stating in reasonable detail the facts or circumstances giving rise to Cause and, if Cause shall arise under any of clauses (i), (ii), (vi) or (vii) of this definition, to the extent capable of cure, as determined by the Company in its reasonable discretion, Executive shall be given seven (7) days to cure such facts or circumstances. |
Page 5 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
| (ii) | “Disability” shall mean (a) Executive’s death, or (b) a condition that causes Executive to become entitled to long-term disability benefits under an applicable Company plan or, if no such plan applies to Executive, Disability shall mean that Executive is unable, as determined by the Manager, to substantially perform his/her duties under this Agreement for 90 days in any 365-day period. |
| (iii) | “Good Reason” shall mean a reduction of more than 15% of Executive’s fixed Salary or Performance Bonus opportunity provided such decrease is not applicable for other similarly situated executives in the Company; provided, that Executive shall give the Company written notice (in accordance with Section 6 hereof) stating in reasonable detail the facts or circumstances giving rise to Good Reason and. to the extent capable of cure, the Company shall have thirty (30) days to cure such facts or circumstances. |
| 4. | Confidential Information and Employee Developments. Concurrently herewith, Executive agrees to execute and comply with the terms of the Confidential Information and Employee Development Agreement attached hereto as Exhibit A (the “Confidential Information Agreement”). The compensation and benefits provided under this Agreement together with other good and valuable consideration are hereby acknowledged by the parties hereto to constitute adequate consideration for Executive’s entering into the Confidential Information Agreement. |
| 5. | Representations. |
| a. | No Violation of Other Agreements. Executive hereby represents and warrants to the Company that (i) he/she is entering into this Agreement voluntarily and that the performance of his/her obligations hereunder will not violate any agreement between him/her and any other person. firm. organization or other entity. |
| b. | No Disclosure of Confidential Information. Executive’s performance of his/her duties under this Agreement will not require him/her to, and he/she shall not. rely on in the performance of his/her duties or disclose to the Company or any other person or entity or induce the Company in any way to use or rely on any trade secret or other confidential or proprietary information or material belonging to any previous employer of Executive. |
| 6. | Notice. Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and delivered personally or sent by fax, email, reputable courier or registered or certified mail, postage prepaid, addressed as follows (or if it is sent through any other method agreed upon by the parties): If to the Company: |
WNS Global Services Pvt, Ltd | Attention: General Counsel
Gate No: 4, Plant 10, Godrej &. Boyce Complex
Pirojshanagar, LBS Marg, Vikhroli (West)
Mumbai – 400 079
Maharashtra, India
Page 6 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
If to Executive: to the most current home address on file with the Company’s Human Resources department, Executive’s Company email address, or to such other address as any party hereto may designate by notice to the other in accordance with this Section 6 and shall be deemed to have been given upon receipt.
| 7. | Miscellaneous. |
| a. | Governing Law. The rights and duties of the parties will be governed by the laws of India, excluding any choice-of-law rules that would require the application of the laws of any other jurisdiction. Subject to section 7(e) below, the parties hereto consent to the jurisdiction of the courts located in Mumbai, India to adjudicate any disputes between such parties. |
| b. | Captions. The captions of this Agreement are not part of the provisions hereof, rather they are included for convenience only and shall have no force or effect. |
| c. | Amendment. The terms of this Agreement may not be amended or modified other than by a written instrument executed by the parties hereto or their respective successors. |
| d. | Withholding. The Company shall withhold from any amounts payable under this Agreement all federal, state, local and/or foreign taxes and statutory contributions or other amounts, as the Company determines to be legally required pursuant to any applicable laws or regulations. |
| e. | Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, including any question regarding its existence, validity or termination, or otherwise arising out of Executive’s employment relationship with the Company or the termination thereof, shall, be referred to and finally resolved by arbitration in any forum and form agreed upon by Executive and the Company. The language of the arbitration shall be English and the arbitration shall be governed by Indian law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 7.e shall be specifically enforceable. Notwithstanding the foregoing, this Section 7.e shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 7.e. The winner of such arbitration as per this Section 7.e shall be permitted to recover attorney fees and costs from the other party. |
| f. | WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), WILL A PARTY BE LIABLE FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. |
Page 7 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
| g. | No Waiver. Failure by either party hereto to insist upon strict compliance with any provision of this Agreement or to assert any right such party may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. |
| h. | Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. |
| i. | Construction. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party by the rule of construction abovementioned. |
| j. | Assignment. This Agreement is binding on and for the benefit of the parties hereto and their respective successors, heirs, executors, administrators and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be assigned by Executive. |
| k. | Acknowledgement. Executive hereby acknowledges (a) that Executive has consulted with or has had the opportunity to consult with independent counsel of Executive’s own choice concerning this Agreement and has been advised to do so by the Company, and (b) that Executive has read and understand this Agreement, is fully aware of its legal effect, and has entered into if freely based on Executive’s own judgment. |
| l. | Entire Agreement. As of the Effective Date, this Agreement, together with the Confidential Information Agreement, constitutes the final, complete and exclusive agreement and understanding between Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, mode to Executive by the Company or any representative thereof. |
| m. | Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
| For WNS Global Services Pvt. Ltd. | Accepted by the Executive | |||
| /s/ Keshav R. Murugesh |
/s/ Arijit Sen | |||
| Keshav R. Murugesh | Name: Arijit Sen | |||
| Group CEO | Date: | |||
| Date: | ||||
Page 8 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
EXHIBIT A
WNS GLOBAL SERVICES PVT LTD
CONFIDENTIAL INFORMATION AND EMPLOYEE DEVELOPMENT AGREEMENT
In consideration of my (Arijit Sen) engagement by WNS Global Services Pvt. Ltd, (the “Company”) to provide the services (the “Services”) described in the Employment Agreement entered into between the Company and me, dated as of July 25, 2024 (the “Employment Agreement”), I hereby agree as set forth below in this agreement (this “Agreement”):
| 1. | Confidential Information. I acknowledge and understand that I will be given access to certain confidential, secret and proprietary information and materials owned by the Company or its affiliates or which relate to the Company’s or its affiliates’ historical, current or planned business or business activities, including but not limited to, all information not generally known to the public that relates to the inventions, processes, formulas, designs, developments, technology, technical data, research and development, products, policies, practices, supplier information, markets, marketing plans, subscribers and proposals of the Company and its affiliates, the identity of all actual and prospective clients, client lists, files and all information relating to individual clients, and information on all persons for whom the Company or its affiliates perform services or with whom I have contact during the course of my employment related to the Company’s or its affiliates’ current or planned business or business activities, and all other information the Company or its affiliates designate as “confidential” or which should be reasonably understood to be confidential (hereafter the “Confidential Information”), provided, that Confidential Information does not include information which (i) is or becomes publicly known other than as a result of my actions in violation of this Agreement; or (ii) has been made available by the Company or its affiliates, directly, to a non-affiliated third party without obligation of confidentiality. In the event that I am obligated to produce Confidential Information as a result of a court order or pursuant to governmental action or proceeding. I shall give the Company prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting such Confidential Information from public disclosure. I acknowledge and agree that all Confidential Information shall be considered trade secrets of the Company and shall be entitled to all protections given by law to trade secrets. Confidential Information shall apply to every form in which information shall exist, whether written, film, tape, computer disk or other form of media, including original materials and any copies thereof. I agree that the Confidential Information shall be the sole and exclusive property of the Company. I will not, during my employment with the Company or at any time after the termination of my employment for any reason whatsoever, disclose or make known or use for myself or others (except as required in the course of employment with the Company) any Confidential Information or information about clients to any person, firm, corporation or other entity, except as may be required in the performance of my duties or when otherwise authorized to do so in writing signed by an executive officer of the Company. Moreover, I will not directly or indirectly help or assist any other person to do any of the prohibited acts listed in this Section. |
| 2. | Documents. All notes, memoranda, files, records, writings and other documents, whether on tangible or electronic media (“Documents”), which I shall prepare, use or come into contact with during my employment with the Company which relate to or are useful in any manner to the business now or hereafter conducted by the Company are and shall remain the sole and exclusive property of the Company. I shall not remove from the Company’s premises the original or any reproduction of any such Documents nor any of the information contained therein except as may be required in the performance of my duties without the prior written consent of on authorized representative of the Company, and I shall immediately turn over to the Company all such Documents and information in my possession or under my custody or control upon the termination of my relationship with the Company for any reason. |
Page 9 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
| 3. | Developments. |
| 3.1 | Property of the Company. I agree that all Developments (as defined below) shall be at the instant of creation or expression the sole property of the Company, to the greatest extent possible shall be deemed “works made for hire” and that I shall retain no rights or interest of any kind therein. The Company shall own all right, title and interest of any kind in and to all Developments and all related intellectual property, ownership and other rights and I shall have no claims, interest, rights or title in and to each of the Developments and all related intellectual, ownership and other rights thereto. |
| 3.2 | Waiver of Rights; License. In the event that, by operation of law or otherwise, I retain any rights to any Developments or any related intellectual property, ownership or other rights, I hereby transfer and assign to the Company, without further consideration, my entire right, title and interest in and to such Developments and all related intellectual property, ownership and other rights, and I hereby waive any and all rights or interest of any kind therein including any moral rights; and to the extent any right, title or interest in and to any Developments or any related intellectual property, ownership or other rights cannot fully be assigned by me to the Company, I hereby grant to the Company an exclusive, royalty-free, transferable, irrevocable, perpetual, worldwide license (with rights to sublicense) to use, exploit and practice such non-assignable right, title and interest. |
| 3.3 | Cooperation. I agree to assist the Company in protecting the Company’s sole interest in the Developments, and to execute any and all documents reasonably required or requested by the Company to ensure that all intellectual property rights in the Developments are owned solely and exclusively by the Company. I hereby irrevocably appoint the Company as my true and lawful attorney-in-fact, which appointment is coupled with an interest to act for and on my behalf to execute, verify and file any such documents and to do all other acts to further the purposes of this Section with the same legal force and effect as if executed by me (including without limitation the right to execute assignments of and to register any and all rights to the Developments), and this appointment shall survive termination of this Agreement. I agree to promptly and fully disclose in writing to the Company all Developments during the term of the Employment Agreement and for a period of twelve (12) months immediately following my termination of employment with the Company for any reason (such twelve (12) month period. the “Restricted Period”). |
| 3.4 | Limited Scope. This Section 3 shall not apply to any inventions that I have made prior to my employment by the Company (all of which are listed on Schedule A, attached hereto), or to any inventions that I develop entirely on my own time without using any of the Company’s equipment, supplies, facilities or Confidential Information and which do not relate to the Company’s present, future or prospective business, products, research and development, processes or the work I perform for the Company. If, in the course of my employment with the Company, I incorporate an invention identified on Schedule A into a Development. I hereby grant the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense) to make, have made, modify, use, distribute and sell such prior invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, prior inventions in any Developments without the Company’s prior written consent. |
| 3.5 | Definition. As used in this Section 3, “Developments” means any and all: (i) ideas, designs, designations, concepts, inventions, products, discoveries, improvements, processes, machines, manufacturing, marketing, service methods and techniques, formulae, designs, composition of matter, styles and specifications (whether or not protectable under patent or other laws), (ii) works of authorship or information fixed in any tangible medium of expression or mask works, (iii) trademarks, service marks or trade names, (iv) trade secrets and know-how (including, without limitation, any of the foregoing relating to formulae, patterns, compilations, programs, methods, techniques or processes), (v) subject matter otherwise protectable under patent, copyright, moral right, mask work, trademark, trade secret or other laws, and (vi) products, systems, equipment, or devices which are conceived, reduced to practice, created, derived, developed or made from any of the foregoing clauses, and with respect to such foregoing clauses other than clause (v), whether or not protectable under potent, copyright, moral right, mask work, trademark, trade secret or other laws, which are conceived, reduced to practice, created, derived, developed, improved or made by me (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of my employment with the Company (including any period prior to the date of this Agreement), which may pertain to the present, future or prospective business, products, research and development, or processes of the Company. |
Page 10 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
| 4. | Non-Competition. The Executive agrees that, during the period of employment and 12 months thereafter, he/she will not, either directly or indirectly through his/her explicit actions, with or without compensation, individually or as the employee, broker, agent, consultant, contractor, advisor, solicitor, greater than 2% stockholder, trust beneficiary, proprietor, partner, member or person interested in, affiliated with or rendering services to any other entity, engage in, provide, offer to provide, or assist anyone in providing, services to or for a business that conducts activities (whether directly or through on affiliate or subsidiary) substantially the same as or similar to the Company’s Business (as defined below) or that competes with the Company’s Business. |
| 5. | Employee Non-Solicitation. I acknowledge that I have or will gain valuable information about the identity, qualifications and on-going performance of the employees of the Company. During the period of employment and 12 months thereafter, I agree that I will not directly or indirectly solicit or encourage any of the Company’s employees (or any former employee who, during the six-month period immediately preceding such solicitation, was an employee of the Company) to seek or accept employment with me or any other person or entity, or disclose any information about any such employee or former employee to any prospective employer. |
| 6. | Client Non-Solicitation. I agree that at all times during the period of employment and 12 months thereafter, I shall not, nor shall I cause, any person or entity, directly or indirectly, interfere with any business relationship between the Company and any of its Clients. I further agree that during the Restricted Period following my termination of employment, I will not call upon any Client for the purpose of soliciting, selling, providing or delivering services or products of the kind which are the subject of the Company’s Business, and shall not render or provide any such services to any Clients. |
| 7. | Definitions. For purposes of this Agreement: |
| 7.1 | “Business” “Business” shall mean competitors of the Company that shall be the following named entities (including any holding companies, subsidiaries or investors in these entities) [***]. |
Page 11 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
| 7.2 | “Client” shall mean a customer or client for whom or which the Company has performed during the preceding twelve months or is then-performing services or has agreed to perform services in the course of the Company’s Business or any potential customer or client with which the Company is then or has been in active negotiation, in either case, at any time during my employment with the Company, notwithstanding that such customer or client may be or may have been, induced to give its patronage to the Company by my solicitations or by someone on my behalf, either during my usual hours of employment or otherwise, and notwithstanding that such customer or client previously may have been my customer or client. |
| 8. | Injunctive Relief. I agree that it is impossible to measure in money the damages that will accrue to the Company if I breach any of the restrictions provided in this Agreement. Accordingly, if I breach any such restriction, the Company shall be entitled to an injunction. The foregoing shall not prejudice the Company’s right to require me to account for and pay over to the Company, and I hereby agree to account for and pay over, the compensation, profits, monies, accruals, or other benefits derived or received by me as a result of any transaction constituting a material breach of any of the restrictions provided in this Agreement. |
| 9. | Severability. If any portion of this Agreement is held to be invalid or unenforceable, or excessively broad, the remaining covenants and restrictions or portions thereof shall remain in full force and effect to the fullest degree possible to achieve the purposes of this Agreement and to afford the Company the maximum protections allowed by law and, if with respect to any of the provisions contained in Sections above, the invalidity or unenforceability is due to the deemed unreasonableness of time or geographical restrictions, such covenants and restrictions shall be effective for such period of time and for such area as may be determined to be reasonable by a court of competent jurisdiction. The parties agree that the Court shall construe any invalid or unenforceable provisions in the manner that most closely reflects the effect and intent of the original language. |
| 10. | Governing Law. The rights and duties of the parties will be governed by the laws of India excluding any choice-of-law rules that would require the application of the laws of any other jurisdiction. |
| 11. | Jurisdiction and Venue. For any litigation arising out of or relating to this Agreement, regardless of the form of action or the party that initiates it, I irrevocably and unconditionally submit to the exclusive jurisdiction of and venue in Mumbai, India or, if that court does not have jurisdiction, in the Supreme Court of India. I irrevocably and unconditionally waive any objection to the laying of venue of any proceeding arising out of or relating to this Agreement in Mumbai, India or the Supreme Court of India. I hereby irrevocably waive any right that I otherwise might have to a trial by jury in any action that is brought against me in court by the Company. |
| 12. | Amendment. I acknowledge that I cannot amend, terminate or otherwise modify this Agreement, except with the prior written consent of the Company. |
| 13. | Acknowledgement. I hereby acknowledge (a) that I have consulted with or have had the opportunity to consult with independent counsel of my own choice concerning this Agreement and have been advised to do so by the Company, and (b) that I have read and understand this Agreement, is fully aware of its legal effect, and have entered into it freely based on my own judgment. |
| 14. | No Waiver. Failure by the Company to insist upon strict compliance with any provision of this Agreement or to assert any right the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. |
Page 12 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
| 15. | Construction. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party by the rule of construction abovementioned. |
| 16. | Captions. The captions of this Agreement are not part of the provisions hereof, rather they are included for convenience only and shall have no force or effect. |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
| For WNS Global Services Pvt. Ltd. | Accepted by the Executive | |||
| /s/ Keshav R. Murugesh |
/s/ Arijit Sen | |||
| Keshav R. Murugesh | Name: Arijit Sen | |||
| Group CEO | Date: | |||
| Date: | ||||
Page 13 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
EXHIBIT B
| E. No | : 144465 | |||||||
| Name | : Arijit Sen | |||||||
| Role Band | : G | |||||||
| Title | : Group CFO | |||||||
| Amount (INR) | Amount (INR) | |||||||
| COMPENSATION COMPONENT |
Per Month | Per Annum | ||||||
| Basic salary |
1,000,000 | 12,000,000 | ||||||
| House Rent Allowance |
500,000 | 6,000,000 | ||||||
| Total Allowances (A) |
1,500,000 | 18,000,000 | ||||||
| Flexi Benefit Plan |
880,000 | 10,560,000 | ||||||
| Total Flexi Kitty (B) |
880,000 | 10,560,000 | ||||||
| Co’s contribution to Provident Fund Scheme (C) |
120,000 | 1,440,000 | ||||||
| Total Fixed Pay (D) = (A) + (B) + (C) |
2,500,000 | 30,000,000 | ||||||
| **Target Variable Incentive Amount (E) |
2,500,000 | 30,000,000 | ||||||
| Total Gross Pay (D+E) |
5,000,000 | 60,000,000 | ||||||
| BENEFITS |
||||||||
| Gratuity |
As per payment of Gratuity Act, 1972 | |||||||
Note:
| 1) | Flexikitty Benefit Plan amount refers to various reimbursements, applicable for your Role Band, as per the policy of the Company, applicable from time to time. |
| 2) | Company’s contribution towards PF is taken at 12% of Basic Salary. Employee’s contribution towards PF is at 12% of Basic Salary. |
| 3) | **Target Variable Incentive Amount will be paid as per the Personal Performance Plan for FY 2024-25. |
Page 14 of 14
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd. Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West), Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
Exhibit 10.4
STANDARD EMPLOYMENT AGREEMENT
| THIS EMPLOYMENT AGREEMENT is made and executed at Mumbai on this 29th of November Two Thousand and Ten.
BY AND BETWEEN
WNS GLOBAL SERVICES PVT. LTD., a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at Plant No. 10, Gate No. 4 Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West), Mumbai - 400 079, hereinafter referred to as “the Company”, (which expression shall unless repugnant to the context or meaning thereof mean and Include its successors and permitted assigns) of the ONE PART
AND
R Swaminathan, an adult of (Mumbai), Indian Inhabitant currently residing at [REDACTED FOR PRIVACY] having his/her permanent address at [REDACTED FOR PRIVACY] hereinafter referred to as “the Employee”, (which expression shall unless repugnant to the context or meaning thereof mean and include his/her heirs, executors and administrators) of the OTHER PART.
WHEREAS
A. The Company is desirous of appointing the Employee to provide services to the Company. With respect thereto, the Company has issued an Offer of Employment to the Employee dated November 01, 2010. The Employee has indicated and acknowledged his/her acceptance of the foregoing offer by duly signing the duplicate copy of the said Offer of Employment.
B. The parties hereto have thus decided to enter into this Employment Agreement to record the detailed terms and conditions of the engagement by the Company with the Employee, and the provision of services by the Employee to the Company.
NOW THEREFORE THE PARTIES TO THIS AGREEMENT AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement the following terms shall have the meanings assigned to them herein below:
(a) “Agreement” means this Employment Agreement and all annexures, supplements, appendices, appendages and modifications thereof.
(b) “Board” means the Board of Directors of the Company from tima to time unless otherwise specified. |
COSTA RICA
EUROPE
INDIA
PHILIPPINES
SINGAPORE
SRI LANKA
US |
| Private and Confidential v4.0 dated 20.11.2008 | Page 1 |
| WNS Global Services Pvt. Ltd. Registered Office Plant No. 10, Gate No. 4, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West), Mumbai - 400 079, India |
Tel +91 22 4095 2100 Fax +91 22 2518 8307 WWW.WNS.COM |
| (c) | “Cause” means: |
| (i) | the Employee’s material breach of this Agreement; |
| (ii) | the Employee’s gross negligence in the performance of the Employee’s duties hereunder, intentional non-performance or mis-performance of such duties, or refusal to abide by or comply with lawful directives of the Board, the Employee’s superior officers, or the Company’s policies and procedures including the Company’s Staff Regulations and Policies; |
| (iii) | the Employee’s willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, that in the reasonable judgment of the Company materially and adversely affects the operations or reputation of the Company; |
| (iv) | Employee’s conviction of any crime involving moral turpitude |
| (v) | Employee’s abuse of alcohol or drugs (legal or illegal) that, in the Company’s reasonable judgment, materially impairs the Employee’s ability to perform the Employee’s duties hereunder. |
| (d) | “Confidential Information” means any and all confidential information provided by the Company to the Employee or to which the Employee has access owing to his relationship with the Company, including but not limited to (i) Intellectual Property information; (ii) trade secrets; (iii) proprietary information related to the current, future, and proposed products and services of the Company including, without limitation, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents and formulae, its information concerning research, experimental work, development, design details and specifications, engineering, financials, procurement requirements, purchasing. customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans, and any such information the Employee has access to regarding third parties; (iv) information relating to salary structures, perquisites and/or other terms and conditions of employment; and (iv) such other information which by its nature or the circumstances of its disclosure is confidential. |
| (e) | “Developments” shall mean any idea, invention, design, technical or business innovation, computer program and related documentation, or any other work product developed, conceived, or used by the Employee, in whole or in part that arises out of his employment with the Company, or that are otherwise made through the use of the Companys time end materials. |
| Private and Confidential v4.0 dated 20.11.2008 | Page 2 |
| (f) | “Employee Intellectual Property” shall mean any Intellectual Property obtained by the Employee individually or on behalf of the Company in relation to the work carried on, discovered, invented, designed and/or authored by him during his term of office as Employee of the Company. |
| (g) | “Intellectual Property” means (i) all Inventions (whether patentable or un-patentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all re-issuances, continuations, continuations-in-part, revisions, extensions and re-examinations thereof; (ii) all trademarks, service marks, logos, trade names and corporate names, together with all translations, adaptations, derivations and combinations thereof, including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith; (iv) all computer software (including data and related documentation), code, machine code, source code, related documentation, graphics, images, designs, logos, programs, layouts and specifications; (v) all other proprietary rights of whatsoever description whether or not protected and whether or not capable of protection, and (vi) all copies and tangible embodiments thereof regardless of form and medium. |
| (h) | “Notice Period” means the period of notice required to be provided by the Company to the Employee or by the Employee to the Company (as the case may be) in accordance with Clause 15. |
| 1.2 | Interpretation |
Save where the context otherwise requires in this Agreement:
| (a) | Words importing persons or parties shall include firms and corporations and any organization having legal capacity. |
| (b) | Words importing the singular shall include the plural and vice versa where the context so requires. |
| (c) | References to any law shall include such law as from time to time is enacted amended, supplemented or re-enacted. |
| (d) | Reference to any gender includes a reference to all other genders. |
| (e) | References to the words “include” or “Including” shall be construed without limitation. |
| (f) | The Headings and Titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the Interpretation or construction of the Agreement. |
| Private and Confidential v4.0 dated 20.11.2008 | Page 3 |
| 2. | APPOINTMENT |
The Company hereby appoints the Employee Senior Vice President and the Employee accepts such appointment, on the terms and conditions set forth herein.
| 3. | RESPONSIBILITIES |
| 3.1 | The Employee undertakes to perform such duties and carry out such functions as may be assigned/entrusted to him/her by the Board and/or the Managing Director of the Company or any other person appointed by the Board in that behalf. |
| 3.2 | In the course of performing his/her responsibilities the Employee shall regularly report to the Board or Managing Director of the Company or such officer appointed by the Company providing them with such information and assistance as may be required by them from time to time. |
| 4. | PLACE OF WORK |
The employee understands and acknowledges that he/she may, from time to time, due to exigencies of business, be posted / transferred / deputed / seconded to any of the offices / projects / divisions / departments / units of the Company or its associates, existing or to be set up at any other location in India or abroad. Eligibility for additional remuneration upon such relocation, if any, will be subject to relevant policies. The Employee undertakes that he/she will faithfully and diligently and in a manner consistent with sound business practice perform his/her duties at such place. Failure to accept transfer or secondment orders will lead to disciplinary action and / or termination of services.
| 5. | HOURS OF WORK |
At all times prior to the termination of this Agreement, except during periods of vacation, disability or other authorized leave of absence, the Employee shall diligently, faithfully, and in a manner consistent with sound business practices (i) devote all of his/her working time (which shall be up to 48 hours per week) as specified by the Company from time to time towards the functioning of the Company; and (ii) perform and discharge without additional compensation such additional duties as may be reasonably directed by the Company.
| 6. | SALARY RELATED |
All payments mentioned in the Offer of Employment dated November 01, 2010 are based on the contemporary cost to company basis subject to tax deduction at source in accordance with applicable laws. As on date the indicative income tax position is available with the Compensation & Benefits Team. In addition to the above the Employee shall be entitled to the other additional benefits as per Company Policy. Provident Fund and Gratuity shall be provided for in accordance with the Company’s policy.
| Private and Confidential v4.0 dated 20.11.2008 | Page 4 |
The Employee will be eligible to participate in the Company’s performance bonus scheme applicable to his / her grade. This quantum of bonus is dependant on the performance of the Employee as well as the Company.
Any incentive or performance bonus paid to the employee by the Company will constitute part of the statutory annual bonus, if, where and when, the same may become payable to the employee by the Company. Therefore, if any statutory annual bonus amount becomes payable to the employee, at any future date, this amount would be net of the incentive or performance bonus that has been paid to the employee by the Company for the relevant period.
The Employee will not disclose or discuss his remuneration package with any other employee, vendor, customer or business associate of the Company. Any deviation from maintaining confidentiality on the part of the Employee could lead to consequence ranging from censure to separation.
| 7. | TRAVELING EXPENSES |
When traveling on the Company’s business away from the normal place of employment, the Employee shall be reimbursed of all allowable expenses as per the prevailing travel policy.
| 8. | LEAVE |
The Employee shall be entitled to leave in accordance with the Company’s rules as amended by the Company from time to time.
| 9. | DUTIES AND OBLIGATIONS |
In addition to the duties and obligations specified in this Agreement the Employee shall:
| (a) | Efficiently, honestly and diligently discharge and perform all his /her duties and functions pertaining to his/her employment as also such other duties as the Employee may be required to perform from time to time by the Company, or by any duly authorized officer of the Company, which are consistent with the Employee’s employment; |
| (b) | Obey and comply with all lawful orders and directions given to the Employee by the Company or by any person duly authorized by the Company in that behalf and faithfully obey all the rules, regulations and arrangements of the Company for the time being in force and applicable to the Employee for the management of the Company’s property or for the control and good conduct of the Company’s employees; |
| (c) | Immediately upon his / her knowledge, inform the Company of any act of dishonesty and/or any action prejudicial to the interests of the Company on the part of any other employee of the Company. |
| Private and Confidential v4.0 dated 20.11.2008 | Page 5 |
| (d) | Shall keep the Company informed about any change in the residential address and civil status. |
| 10. | ASSIGNMENT AND PLEDGE OF BENEFITS |
The Employee shall neither assign nor pledge to third parties any financial or other benefits to which he/she is entitled to under the terms of this Agreement.
| 11. | ACCEPTANCE OF GIFTS |
During the term of this Agreement the Employee shall not, without the prior written permission of the management of the Company, accept or undertake to accept either directly or indirectly any gifts, commission or other favour of any kind whatsoever in connection with his/her employment with the Company.
| 12. | CONFIDENTIALITY AND OWNERSHIP |
| 12.1 | The Employee undertakes and agrees, that in consideration of the employment with the Company and the salary and other compensation that he/she has and will receive during the employment, shall abide with the following: |
| (a) | He/She shall not without the Company’s prior written permission, either directly or indirectly disclose to any person, firm, company or other body corporate for any purpose or use, or permit any person to examine or make copies of, any documents, materials or records that contain or are derived from any Confidential Information of the Company other than for the Company’s business, both during and after his/her employment with the Company. |
| (b) | The Employee will comply with, and do all things necessary to permit the Company to safeguard its Confidential Information. |
| (c) | The Employee expressly agrees and undertakes that at any time during and after his/her employment with the Company, he/she shall have no proprietary interest in any Developments. |
| (d) | The Employee acknowledges and agrees that all Developments and Employee Intellectual Property are and shall be the sole property of the Company and that the Company shall not be required to designate him/her as the author thereof. The Employee undertakes to promptly disclose all Developments and Employee Intellectual Property to the Board and shall, at the Company’s request and at the cost of the Company, do all things that may be necessary and appropriate to establish the Company’s ownership of the Developments and Employee Intellectual Property including, but not limited to, the execution of the appropriate applications or assignments, production of documents and evidence to the appropriate authorities etc. The Employee further acknowledges and agrees that this Agreement shall operate as a perpetual, written assignment in favour of the Company of any right, title or interest that the Employee may have in respect of the Employee Intellectual Property and/or Developments. The Company shall have the perpetual and exclusive right to use, exploit or deal with the Employee Intellectual Property and Developments in its sole discretion. |
| Private and Confidential v4.0 dated 20.11.2008 | Page 6 |
| 12.2 | Nothing contained in Clause 12.1 shall prevent the Employee from sharing information with other employees of the Company as may be genuinely required for the due performance of the Employee’s duties. |
| 13. | NON COMPETE, NON SOLICIT AND EXCLUSIVITY |
| 13.1 | The Employee agrees that he/she shall not for the duration of this Agreement and for a period of 3 months during the course of his/her notice period for any reason whatsoever participate or render services, either directly or indirectly, in any company engaged in rendering information technology enabled services, business process outsourcing services, customer relationship management services or in any other company that is similar to or competes with the business of the Company. Provided that, if the Company waives the Notice Period or the Employee leaves the employment of the Company for any reason whatsoever during the Notice Period, the Employee shall continue to be bound by the obligations contained in this clause during the Notice Period. |
| 13.2 | The Employee shall not for the duration of this Agreement, and for a period of one year thereafter, solicit the customers, employees, consultants and contractors of the Company for his/her own interests. |
| 13.3 | The Employee shall render his/her services on an exclusive basis and shall not, for the duration of this Agreement engage in any other business, trade or profession on a part-time or whole time basis without the specific written consent of the Company. |
| 13.4 | Clauses 13.1, 13.2 and 13.3 above are not restricted to Indian jurisdiction. |
| 14. | ADHERENCE TO POLICY |
| 14.1 | The Employee hereby confirms that he/she has read and understood the provisions of the Staff Regulations published by the Company and which maybe amended from time to time, and that the said terms are acceptable to him/her. |
| 14.2 | The Employee shall, at all times, adhere to the provisions of the said Staff Regulations and other policies and regulations, including any amendments made thereto from time to time. |
| 15. | TERMINATION/SEPARATION |
The Employee’s employment shall terminate upon the occurrence of any of the following events:
| Private and Confidential v4.0 dated 20.11.2008 | Page 7 |
| 15.1 | Termination |
| (i) | The Company may remove the Employee at any time without Cause from the position in which the Employee is employed hereunder upon not less than three months prior written notice to the employee or compensation in lieu thereof. However, the Company may with “cause” (as defined in clause 1.1 (c) hereinabove) immediately terminate the service of the Employee and/or this Agreement, if the Employee is found to be in material breach of any of the terms of this Agreement and/or the Non-Disclosure Agreement. |
| (ii) | It is hereby expressly understood and agreed by the Employee that his/her employment is subject to a satisfactory reference / background check and testimonial verification. In the event the result of such checks is negative or unsatisfactory for any reason whatsoever, the employment will be treated as null and void ab initio. In such eventuality, he/she may be immediately relieved from the employment without giving any notice or without paying notice pay in lieu of notice or any other remuneration (including incentives) for the period of engagement upto aforesaid date of relieving. |
| (iii) | The company at is sole discretion conduct screening for substance abuse during the course of employment. In the event the result of such screening is found to be positive, the employment is liable to be terminated without giving any notice or pay in lieu thereof, as stated in para 1.1 c (v) above. |
| (iv) | Upon any removal described in Clause 15.1 (i), after the effective date of such termination, no further payments shall be due under this Agreement, except that the Employee shall be entitled to any amounts earned, accrued or owing but not yet paid under Clause 6 for services previously rendered and any benefits due in accordance with the terms of any applicable benefit plans and programs of the Company. The parties agree that the Company shall have no liability for severance payments, damages or similar payments resulting from the termination of Employee’s employment for any reason. |
| (v) | The Employee may voluntarily terminate his/her employment for any reason upon providing prior written notice to the Company, the period of which shall be three months prior written notice. |
It is hereby expressly understood and agreed by the Employee that it is mandatory for the Employee to serve the notice period and it is his responsibility to complete his handover during the notice period before resigning from the organization / Company. It is further expressly understood and agreed by the Employee that the Company would be put to undue hardship, harm and loss in the event the Employee fails to provide the 3 month’s prior written notice to the Company of his termination / resignation and in the event of failure as aforesaid, the Employee would be liable to pay to the Company losses and damages actually sustained by the Company and compensation in lieu of three month’s salary computed on CTC, which the Employee hereby accepts and acknowledges.
| Private and Confidential v4.0 dated 20.11.2008 | Page 8 |
However, in extenuating circumstances, the Company may in its sole discretion require the employee to serve a shorter notice period or waive the obligation of the Employee to serve the notice period as provided in the abovementioned schedule. In such event, after the effective date of such termination, no further payments shall be due under this Agreement, except that the Employee shall be entitled to any amounts earned, accrued or owing but not yet paid under Clause 6 for services previously rendered and any benefits due in accordance with the terms of any applicable benefit plans and programs of the Company.
| 16. | CONSEQUENCES UPON TERMINATION |
| 16.1 | Upon termination of the Employee’s employment with the Company for any reason whatsoever, the Employee shall not later than the effective date of termination: |
| (i) | Handover charge to such person or persons as may be nominated by the Company in that behalf, and |
| (ii) | Surrender to the management of the Company or any person nominated/authorized by it, all original and copies of business documents, blueprints, reproductions or any data, tables, calculations, diaries, notes or books and correspondence either addressed to the Employee by the Company or received by the Employee for and on behalf on the Company and all property (i.e. residential premises, keys, software, computer, vehicle, mobile phone and sim card, documents etc.) owned by the Company and in the possession or custody of the Employee pertaining to or connected with the business of the Company or any subsidiary, associate or affiliate of the Company. |
| 16.2 | Without prejudice to the Company’s other rights and remedies, the Company shall be entitled to deduct from the Employee’s emoluments, the amount of any claims, if any, which the Company may have against the Employee. |
| 17. | RETIREMENT |
The Employee understands that the age of retirement fixed by the Company is 59 years. Consequently, unless otherwise terminated in accordance with Clause 15 the Employees employment will terminate upon he / she attaining the age of 59 years. The age of the Employee shall be determined in accordance with the age mentioned in the Company’s books at the time of the Employee’s employment
| Private and Confidential v4.0 dated 20.11.2008 | Page 9 |
| 18. | SERVICE OF NOTICE |
All notices under this Agreement shall be in writing and shall be served by sending the same by registered post acknowledgement due and/or by courier and/or by e-mail
| (i) | in the case of the Company at its registered office and |
| (ii) | in case of the Employee to and at |
| Name : | R Swaminathan | |
| Address 2 : | [REDACTED FOR PRIVACY] | |
| E-mail : | [REDACTED FOR PRIVACY] |
All notices or other communications shall be deemed to have been validly given on (a) the expiry of 7 (seven) days after posting if transmitted by registered post, or (b) the date of receipt if transmitted by courier, or (c) the business date immediately after the date of transmission with confirmed answer back if transmitted by e-mail whichever shall first occur.
The Company and the Employee may, from time to time, change their address or representative for receipt of notices or other communications provided for in this Agreement by giving to the other not less than 30 days prior written notice to that effect.
| 19. | ADDITIONAL RULES & REGULATIONS |
In addition to the terms and conditions of employment hereinabove mentioned, the Employee shall also observe and comply with and shall be bound by any rules, regulations and procedures which the Company may from time to time separately frame for observance and compliance by its employees and which are communicated by the Company to the Employee in writing.
| 20. | MISCELLANEOUS |
| 20.1 | Reservation of Rights |
No forbearance, indulgence, relaxation or inaction by the Company at any time, to require performance of any of the provisions of this Agreement shall, in any way, affect, diminish or prejudice its right to require performance of that provision and any waiver or acquiescence of any breach of any of the provisions of this Agreement shall not be construed as a waiver or acquiescence of any continuing or succeeding breach of such provisions or a recognition of rights and/or positions other than as expressly stipulated in this Agreement.
| 20.2 | Partial lnvalidity |
If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.
| Private and Confidential v4.0 dated 20.11.2008 | Page 10 |
| 20.3 | Relationship |
None of the provisions of this Agreement shall be deemed to constitute a partnership between the parties hereto and no party shall have any authority to bind the other party otherwise than under this Agreement.
| 20.4 | Counterparts |
This Agreement may be executed in any number of counterparts each of which when executed shall be an original, but all the counterparts together shall constitute one and the same Agreement.
| 20.5 | Conflict |
In the event of there being any inconsistency or repugnancy between the provisions contained in the Company’s Staff Regulations and other policies and these presents, the provisions contained in the Company’s Staff Regulations and other policies shall prevail to the extent they are not prejudicial to the interests of the Company.
| 20.6. | DISPUTE RESOLUTION |
| 20.6.1 | Any and all disputes, controversies and conflicts (hereinafter referred to as “Disputes”) arising out of this Agreement between the Parties hereto or arising out of or relating to or in connection with this Agreement and the performance or non-performance of the rights and obligations set forth herein or the termination or validity or interpretation or implementation or alleged breach of any provision of this Agreement shall be referred for arbitration in terms of the Arbitration and Conciliation Act, 1996. |
| 20.6.2 | Prior to submitting the Disputes to arbitration the parties hereto shall mutually resolve to settle the Disputes through mutual negotiation and discussions. In the event that the said Disputes are not settled within 30 days of the arising of the Disputes, the same shall finally be settled and determined by arbitration to be conducted by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996. The place of arbitration shall be Mumbai and the language used in the arbitral proceedings shall be English. |
| 20.6.3 | The sole arbitrator shall be decided and appointed by the Company, which appointment shall not be objected to or challenged by the Employee in any manner whatsoever, including challenging the award of the arbitrator on this ground. |
| 20.6.4 | The arbitral award and decision by the arbitrator shall be in writing and shall be final and binding and shall be enforceable in any court of competent jurisdiction. None of the Parties shall be entitled to commence or maintain any action in a court of law upon any Dispute arising out of or relating to or in connection with this Agreement, except for the enforcement of an arbitral award or as permitted under the Arbitration and Conciliation Act, 1996. |
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| 20.6.5 | Pending the submission to arbitration and thereafter, till the tribunal renders its award or decision, the Parties shall, except in the event of termination of this Agreement or in the event that relief is granted under the Act, continue to perform their obligations under this Agreement. |
| 20.7 | GOVERNING LAW OF THE AGREEMENT |
This Agreement shall be governed and construed in accordance with the laws of India.
| 21. | JURISDICTION OF COURTS |
Courts at MUMBAI shall have the exclusive jurisdiction in respect of the subject matter of this agreement.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE PUT THEIR RESPECTIVE SEA AND/OR HANDS THE DAY AND YEAR FIRST HEREINABOVE WRITTEN.
| Signed and delivered on behalf of the within named Company by, | Signed and delivered by the within named Employee by, | |||
| /s/ Saurabh Gupta | /s/ R. Swaminathan | |||
| Name : Saurabh Gupta | Name : R. Swaminathan | |||
| Designation: Manager | Designation: Senior Vice President | |||
| HRMS. | CPO’s Office | |||
“I hereby confirm that I have tendered resignation from my previous employer company « CATECH » on « 25-NOV-10 », and from today WNS is the only employer I am employed with.
Any outstanding dues claimed by my previous employer « CA TECHNOLOGIES » is solely my liability, and will be borne by me.
Further, I hereby indemnify WNS Global Services (Pvt.) Ltd., against any claim made against WNS Global Services (Pvt.) Ltd., by my previous employer company or any other person or legal entity, arising from any wrongful statement made by me in relation to my employment status or any other material information impacting WNS’ decision to employ me.
I hereby also agree that I have read and understood the terms and conditions of the aforesaid Standard Employment Agreement as also the repercussions of the breach thereof. I further confirm that I have received a counter-copy of this agreement for my records.
| Signed: | /s/ R. Swaminathan | |
| Name: |
« 29-Nov-10 » | |
| Private and Confidential v4.0 dated 20.11.2008 | Page 12 |
Exhibit 10.5
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AMENDMENT TO STANDARD EMPLOYMENT AGREEMENT
This AMENDMENT to Standard Employment Agreement (the “Agreement”) is dated as of October 14, 2015 by and between WNS Global Services Pvt. Ltd. having its principal place of business at Gate No:4, Plant 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West), Mumbai 400079, Maharashtra, India (together with its affiliates and their respective successors and assigns, the “Company”) and R. Swaminathan (“Executive”) having permanent address at [REDACTED FOR PRIVACY] [REDACTED FOR PRIVACY]
Reference is made to the Standard Employment Agreement (the “Agreement”) dated November 29, 2010 by and between Company and Executive. The parties hereto wish to amend the Agreement in accordance with this Amendment.
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
Section 15.1 (i) titled “Termination” is hereby deleted in its entirety and replaced with the following:
The Company may remove the Employee at any time without Cause from the position in which the Employee is employed hereunder upon not less than three months prior written notice to the employee or compensation in lieu thereof. However, the Company may with “cause” (as defined in clause 1.1 (c) hereinabove) immediately terminate the service of the Employee and/or this Agreement, if the Employee is found to be in material breach of any of the terms of this Agreement and/or the Non-Disclosure Agreement.
In addition, in the event of the Employee being terminated without Cause in accordance with Section 15.1 (i) subject to Employee’s execution and non-revocation of a binding Release and Employee’s continued compliance with the terms of this Agreement and/or the Non-Disclosure Agreement., Employee shall be entitled to the following payments and benefits from the Company (the “Severance”):
| i. | continued payment of Employee’s Base Salary at the rate in effect as of the Date of Termination for a period of 6 months following the Date of Termination. |
Except to the extent amended herein, all other terms and conditions of the “Agreement”, including any exhibits thereto, shall remain valid, subsisting and unchanged. In case of any conflict between this Amendment and the Agreement, the terms and conditions of this Amendment shall supersede the terms and conditions of the Agreement to the extent of such conflict.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
For WNS Global Services Pvt, Ltd
| /s/ Keshav R. Murugesh |
| Keshav R. Murugesh |
| Group CEO |
| Accepted By | /s/ R. Swaminathan : R. Swaminathan | |
| Signature & Date | : | |
WNS Global Services Pvt. Ltd, Plant No. 10, Gate No. 4, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400 079, India Tel: +91 22 4095 2100 | Fax: +91 22 2518 8307
AUSTRALIA
COSTA RICA
INDIA
THE PHILIPPINES
ROMANIA
SRI LANKA
UAE
UK
USA
Page 1 of 1
Exhibit 10.6
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Amendment no. 2 to the Employment Agreement (“the Agreement”) between WNS Global Services Private Limited (together with its affiliates and their respective successors and assigns, “the Company”) and R. Swaminathan (the “Employee”) dated November 29, 2010.
Whereas under the Agreement with an amendment no. 1 dated October 14, 2015, the Company offered to, and accepted by, the Employee the terms of employment of the Employee with the Company;
Whereas the terms defined in this Agreement shall have the same meaning and reference made in the Agreement;
And Whereas the Company and the Employee now agree to certain changes to the terms of the Agreement as detailed hereunder.
| 1. | Section 15.1 (i) titled “Termination” is amended as – |
The Company may terminate the Employee at any time Without Cause from the position in which the Employee is employed hereunder upon providing not less than 3 months prior written notice to the Employee or compensation in lieu thereof. The Employee may terminate his/her employment for Good Reason (as defined below) at any time, subject to notice and cure provisions described below. However, the Company may with “Cause” (as defined in clause 1.1 (c) hereinabove) immediately terminate the service of the Employee and/or this Agreement if the Employee is found to be in material breach of any of the terms of this Agreement and/or Non-Disclosure Agreement.
If the Employee’s employment with the Company is terminated by the Company Without Cause or by the Company for Cause or by the Employee for Good Reason pursuant to this Section 15.1 (i), the Company shall pay or provide to the Employee, (i) Employee’s earned but unpaid Fixed Salary accrued through such Date of Termination, (ii) accrued but unpaid vacation time through such Date of Termination, (iii) reimbursement of any business expenses incurred by the Employee prior to the Date of Termination that are reimbursable, and (iv) any vested benefits and other amounts accruing prior to the Date of Termination due to the Employee under any employee benefit plan (collectively, the “Accrued Obligations”).
In addition, in the event of Employee being terminated in accordance with Section 15.1 (i), either by the Company for Without Cause or by the Employee for Good reason, subject to Employee’s execution and non-revocation of a binding Release and Employee’s continued compliance with the terms of this Agreement and/or the Non-disclosure Agreement, the Employee shall be entitled to the following payments and benefits from the Company (the “Severance”):
| i. | Continued payment of Employee’s Fixed Salary at the rate in effect as of the Date of Termination for a period of 6 months following the Date of Termination. |
| ii. | Employee would be eligible to receive, accelerated vesting of all unvested RSUs [including Time, Performance & Over Performance] that would have vested in the year of Termination and accelerated vesting of all the unvested RSUs that would have vested on Time basis in the next two fiscal years post the year of Termination. Such acceleration will exclude any RSU grants awarded as part of the Supercharge Program. |
AUSTRALIA
CHINA
COSTA RICA
INDIA
THE PHILIPPINES
ROMANIA
SRI LANKA
SOUTH AFRICA
UAE
UK
USA
Page 1 of 2
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
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| 2. | Section 13.1 titled “Non-Competition” is hereby deleted in its entirety and replaced with the following: |
Non-Competition. The Employee agrees that, during the period of employment and 12 months thereafter, he/she will not, either directly or indirectly through his/her explicit actions, with or without compensation, individually or as the employee, broker, agent, consultant, contractor, advisor, solicitor, greater than 2% stockholder, trust beneficiary, proprietor, partner, member or person interested in, affiliated with or rendering services to any other entity, engage in, provide, offer to provide, or assist anyone in providing, services to or for a business that conducts activities (whether directly or through an affiliate or subsidiary) substantially the same as or similar to the Company’s Business (as defined below) or that competes with the Company’s Business.
| 3. | Following definitions is added in Section 1.1 titled “Definitions”: |
| (i) | “Business” shall mean the operation of an offshore BPO services company or a large global BPO services company with significant offshore operations. |
| (j) | “Client” shall mean a customer or client for whom or which the Company has performed during the preceding twelve months or is then-performing services or has agreed to perform services in the course of the Company’s Business or any potential customer or client with which the Company is then or has been in active negotiation, in either case, at any time during my employment with the Company, notwithstanding that such customer or client may be or may have been, induced to give its patronage to the Company by my solicitations or by someone on my behalf, either during my usual hours of employment or otherwise, and notwithstanding that such customer or client previously may have been my customer or client. |
| (k) | “Good Reason” shall mean a reduction of more than 15% of Employee’s Base Salary or Performance Bonus opportunity provided such decrease is not applicable for other similarly situated employees in the Company or a material diminution in Employee’s title or duties and responsibilities under this Agreement; provided, that Employee shall give the Company written notice (in accordance with Section 18 hereof) stating in reasonable detail the facts or circumstances giving rise to Good Reason and, to the extent capable of cure, the Company shall have thirty (30) days to cure such facts or circumstances. |
This Amendment is effective November 01, 2022. All other terms of the Employment Agreement as amended, subject to this amendment, shall remain valid and binding.
IN WITNESS WHEREOF, the Company has caused these presents to be executed in its name on and its behalf, as of this 01 day of November, 2022.
| Accepted by the Employee | ||||
| /s/ Keshav R. Murugesh |
/s/ R. Swaminathan | |||
| Keshav R. Murugesh | Name : R. Swaminathan | |||
| Group CEO | ||||
| Date: 11/22/2022 | Date : 11/28/2022 | |||
Page 2 of 2
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
Exhibit 10.7
THE USE OF THE FOLLOWING NOTATION IN THE EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO ITEM 601(b)(10)(iv) WHEREBY CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED BECAUSE IT IS BOTH NOT MATERIAL AND THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL: [***]
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Amendment no. 3 to the Employment Agreement dated November 29, 2010, as amended on October 14, 2015 and November 01, 2022 (“the Agreement”) between WNS Global Services Private Limited (together with its affiliates and their respective successors and assigns, “the Company”) and R. Swaminathan (the “Employee”).
Whereas the terms defined in this Agreement shall have the same meaning and reference made in the Agreement;
And Whereas the Company and the Employee now agree to certain changes to the terms of the Agreement as detailed hereunder.
For the purposes of the Section 13.1 of the Agreement titled “Non-Competition”, the Company and the Employee agree that the definition of “Business” as defined in section 1.1 (i) of the Agreement shall mean competitors of the Company that shall be the following named entities [***].
All other terms and conditions of the Agreement remain unchanged and shall apply with full effect.
This Amendment is effective January 16, 2024.
| Accepted by the Employee | ||||
| /s/ Keshav R. Murugesh |
/s/ R. Swaminathan | |||
| Keshav R. Murugesh | Name : R. Swaminathan | |||
| Group CEO, WNS | ||||
| Date: 17 January 2024 | 1:39:12 AM PST | Date : 17 January 2024 | 6:01:15 AM PST | |||
AUSTRALIA
CHINA
COSTA RICA
INDIA
THE PHILIPPINES
ROMANIA
SRI LANKA
SOUTH AFRICA
UAE
UK
USA
Page 1 of 1
This communication and the contents of the letter are confidential and you are requested to treat this as such.
WNS Global Services Pvt. Ltd, Plan No: 10, Godrej & Boyce Complex, Pirojshanagar, LBS Marg, Vikhroli (West),
Mumbai – 400089 India | Tel: +91 22 4095 2100 | Fax +91 22 2518 8307 | CIN: U72200MH1996PTC100196
Exhibit 10.8
THE USE OF THE FOLLOWING NOTATION IN THE EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO ITEM 601(b)(10)(iv) WHEREBY CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED BECAUSE IT IS BOTH NOT MATERIAL AND THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL: [***]
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 01st, 2024 (the “Effective Date”), by and between WNS North America Inc. having its principal place of business at 515 Madison Avenue, 8th Floor, New York, NY 10022 (together with its affiliates and their respective successors and assigns, the “Company”) and Anil Chintapalli (“Executive”) having permanent address at [REDACTED FOR PRIVACY].
| 1. | Employment Term. Executive’s employment with the Company is at will, and therefore, can be terminated by either the Company or Executive for any reason or cause or without reason or cause, in accordance with the provisions contained in this Agreement. |
| 2. | Position and Duties. |
| a. | Position. Executive shall serve as Executive Vice President - Strategic Growth Initiatives in Career Band “Officer” and Role Band “G”. You shall perform such employment duties as are usual and customary for such position. Executive shall report to Chief Executive Officer, or a person designated by Group CEO (the “Manager”). At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other offices and capacities, consistent with Executive’s position, in addition to the foregoing as the Company shall designate. In the event that Executive serves in any additional capacities in a permanent manner and such capacities represent a material increase in Executive’s role, the Company and Executive shall mutually agree to additional compensation, if any. |
| b. | Place of Employment. During employment, Executive shall perform the services required by this Agreement. To facilitate this, Executive would be based in New York, US. Notwithstanding the foregoing, the Company may from time to time require Executive to travel to other locations on the Company’s business. Further, the Company might request Executive to relocate to different city based on role requirements. |
| c. | Exclusivity. Except for such other activities as the Manager shall approve in writing, in his/ her sole discretion, Executive shall devote his/ her entire business time, attention and energies to the business and affairs of the Company, to the performance of Executive’s duties under this Agreement and to the promotion of the Company’s interests, and shall not (i) accept any other employment, directorships, trusteeships, or consultancy, or (ii) engage, directly or indirectly in any other business activity (whether or not pursued for pecuniary advantage). Under no circumstance shall Executive engage in any activity or advise or support any activity that is or may be competitive with, or that might place Executive in a competing position to, that of the Company. The foregoing restrictions shall not prohibit Executive from engaging in charitable, civic or community activities, or managing his/her passive investments and affairs, so long as such activities and affairs do not violate the terms of any covenant set forth in this Section 2.c, Section 6 below or the terms of any other agreement between the Company and Executive and do not interfere with his/her duties and responsibilities to the Company. |
AUSTRALIA
CHINA
COSTA RICA
INDIA
THE PHILIPPINES
ROMANIA
SRI LANKA
SOUTH AFRICA
UAE
UK
USA
WNS North America Inc. Jay Suites 515 Madison Avenue 8th Floor New York NY 1002
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| 3. | Compensation. |
| a. | Base Salary. The Company shall pay Executive a base salary (the “Base Salary”), set at USD 600,000 per annum and payable in accordance with the Company’s normal payroll procedures from time to time. All payments or benefits under this Agreement are subject to any applicable employment or tax withholdings or deductions. |
| b. | Performance Bonus. In addition, the Executive shall also be eligible to a Target Variable Incentive Amount (TVIA) of USD 600,000 per annum which will be earned based on the One WNS Personal Performance Plan (PPP) communicated from time to time. Upon joining the organization, you will receive a “One WNS Personal Performance Plan” defining your Business and Personal Goals to earn your TVIA. |
To be eligible for the Variable Incentive payment, Executive must be on the payroll of the Company on the date of disbursement of incentive. All payments are subject to taxation.
| c. | Restricted Share Units. Executive will be eligible to receive a joining RSU grant of 16,700 Restricted Share Units (RSUs) under the Company’s Incentive Award Plan (the “Equity Plan”). The RSU’s shall be governed in all respects by the terms of the Equity Plan and the RSU Agreement. The RSU’s shall vest as per the plan subject to your continued employment with the Company through each such vesting date. |
| d. | Incentive, Savings and Retirement Plans. During employment, Executive shall be eligible to participate in any other incentive, savings and retirement plans, policies and programs maintained by the Company or otherwise as permitted by applicable law and the terms of applicable plans, policies or programs, that are provided by the Company to its employees in North America, provided, that the Company shall have no obligation to maintain or continue any such plans, policies or programs. |
| e. | Welfare Benefit Plans. During employment, Executive and Executive’s legal dependents shall be eligible for participation in the welfare benefit plans, policies and programs (including, if applicable, medical, dental, disability, employee life, group life and accidental death insurance plans and programs) maintained by the Company or otherwise as permitted by applicable law and the terms of applicable plans, policies or programs, to that provided by the Company to its employees, provided, that the Company shall have no obligation to maintain or continue any such plans, policies or programs. |
| f. | Expenses. During employment, Executive shall be entitled to receive reimbursement of all reasonable business expenses incurred by Executive in accordance with the Company expense reimbursement policy applicable to similarly situated executives of the Company, as in effect from time to time, provided that Executive properly substantiates such expenses in accordance with such policy. |
| g. | Vacation. Executive’s vacation time will be governed by Company’s US Leave Policy. |
| h. | Other Benefits. During employment, Executive will also be eligible to receive such other benefits and perquisites as are generally made available to employees of the Company in North America. |
WNS North America Inc. Jay Suites 515 Madison Avenue 8th Floor New York NY 1002
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| 4. | Termination of Employment. |
Either the Company or Executive may terminate Executive’s employment with the Company at any time for any reason or no reason. Any such termination of Executive’s employment with the Company shall be in accordance with the respective provisions set forth below.
| a. | Termination Without Cause; Termination for Good Reason. The Company may terminate Executive’s employment with the Company without Cause at any time by providing prior written notice of at least 3 months, in accordance with Section 7 below. Unless otherwise specified by the Company, the date that is 3 months following the receipt of such notice shall constitute the “Date of Termination”. The Company may replace the Date of Termination with a later date in its sole discretion upon written notice to Executive. Under such circumstances, the Company shall not be required to provide any prior period of notice. Executive may terminate his/her employment for Good Reason (as defined below) at any time, subject to the notice and cure provisions described below (for purposes of this Section 4.a, the termination date specified in any such notice shall constitute also constitute a “Date of Termination”). If Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good Reason pursuant to this Section 4.a, the Company shall pay or provide to Executive, (i) Executive’s earned but unpaid Base Salary accrued through such Date of Termination, (ii) accrued but unpaid vacation time through such Date of Termination, (iii) reimbursement of any business expenses incurred by Executive prior to the Date of Termination that are reimbursable under Section 3.f above, and (iv) any vested benefits and other amounts accruing prior to the Date of Termination due to Executive under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act) (collectively, the “Accrued Obligations”). |
In addition, in the event of Executive’s employment being terminated without Cause or for Good Reason, subject to Executive’s execution and non-revocation of a binding Release (as defined below) in accordance with Section 4.f below and Executive’s continued compliance with the terms of the Confidential Information and Employee Development Agreement (set forth as Exhibit A hereto), Executive shall be entitled to the following payments and benefits from the Company (the “Severance”):
continued payment of Executive’s Base Salary at the rate in effect as of the Date of Termination for a period of 6 months following the Date of Termination.
| b. | Death; Disability. If Executive dies during employment or Executive’s employment with the Company is terminated due to Executive’s Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive the Accrued Obligations. For purposes of this Section 4.b, “Date of Termination” shall mean the date of Executive’s death or the date on which the Company notifies Executive, in accordance with Section 7 below, that Executive’s employment with the Company has terminated due to Executive’s Disability, as applicable. |
| c. | Cause. If Executive’s employment with the Company becomes terminable by the Company for Cause, the Company may terminate Executive’s employment with the Company immediately and Executive shall be entitled to receive the Accrued Obligations. |
| d. | Resignation. Executive may terminate Executive’s employment with the Company upon 3 months’ notice to the Company provided in accordance with Section 7 below, subject to the Company’s right to waive any or all of such notice period. If Executive so terminates Executive’s employment with the Company, Executive shall be entitled to receive the Accrued Obligations. |
WNS North America Inc. Jay Suites 515 Madison Avenue 8th Floor New York NY 1002
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| e. | Other Terminations. If Executive’s employment with the Company terminates for any reason other than those specified in Sections 4.a, 4.b, 4.c or 4.d above, the Company shall pay or provide to Executive the Accrued Obligations. |
| f. | Release; Exclusivity of Benefits. Except as expressly provided in this Section 4, upon the termination of Executive’s employment with the Company, the Company shall have no obligations to Executive in connection with his/her employment with the Company or the termination thereof. Except as expressly set forth in this Agreement or any other agreement between Executive and the Company, there shall be no contractual or similar restriction on Executive’s right to terminate his/her employment with the Company or its affiliates. |
| g. | Definitions. |
| (i) | “Cause” shall mean (i) a material breach of Section 2.c, Section 5, or Section 6 of this Agreement by Executive; (ii) the failure or refusal by Executive substantially to perform his/her duties hereunder; (iii) the indictment of Executive for any felony, (iv) any allegation of fraud, embezzlement or misappropriation by Executive relating to the Company, its clients, contractors or their respective funds, properties, corporate opportunities or other assets, (v) the indictment of Executive for a crime involving moral turpitude, (vi) Executive acting in a manner or making any statements, in either case, which the Company reasonably determines to be detrimental or damaging to the reputation, operations, prospects or business relations of the Company, or (vii) the violation by Executive of any material written Company policy, provided, that the Company shall give Executive written notice (in accordance with Section 7 hereof) stating in reasonable detail the facts or circumstances giving rise to Cause and, if Cause shall arise under any of clauses (i), (ii), (vi) or (vii) of this definition, to the extent capable of cure, as determined by the Company in its reasonable discretion, Executive shall be given seven (7) days to cure such facts or circumstances. |
| (ii) | “Disability” shall mean (a) Executive’s death, or (b) a condition that causes Executive to become entitled to long-term disability benefits under an applicable Company plan or, if no such plan applies to Executive, Disability shall mean that Executive is unable, as determined by the Manager, to substantially perform his/her duties under this Agreement for 90 days in any 365-day period. |
| (iii) | “Good Reason” shall mean a reduction of more than 15% of Executive’s Base Salary or Performance Bonus opportunity provided such decrease is not applicable for other similarly situated executives in the Company; provided, that Executive shall give the Company written notice (in accordance with Section 7 hereof) stating in reasonable detail the facts or circumstances giving rise to Good Reason and, to the extent capable of cure, the Company shall have thirty (30) days to cure such facts or circumstances. |
| 5. | Confidential Information and Employee Developments. Concurrently herewith, Executive agrees to execute and comply with the terms of the Confidential Information and Employee Development Agreement attached hereto as Exhibit A (the “Confidential Information Agreement”). The compensation and benefits provided under this Agreement together with other good and valuable consideration are hereby acknowledged by the parties hereto to constitute adequate consideration for Executive’s entering into the Confidential Information Agreement. |
| 6. | Representations. |
| a. | No Violation of Other Agreements. Executive hereby represents and warrants to the Company that (i) he/she is entering into this Agreement voluntarily and that the performance of his/her obligations hereunder will not violate any agreement between him/her and any other person, firm, organization or other entity. |
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| b. | No Disclosure of Confidential Information. Executive’s performance of his/her duties under this Agreement will not require him/her to, and he/she shall not, rely on in the performance of his/her duties or disclose to the Company or any other person or entity or induce the Company in any way to use or rely on any trade secret or other confidential or proprietary information or material belonging to any previous employer of Executive. |
| 7. | Notice. Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and delivered personally or sent by fax, email, reputable courier or registered or certified mail, postage prepaid, addressed as follows (or if it is sent through any other method agreed upon by the parties). |
If to the Company:
WNS North America Inc.
515 Madison Avenue,
8th Floor, New York, NY 10022
Attention: Corporate Secretary
If to Executive: to the most current home address on file with the Company’s Human Resources department, Executive’s Company email address, or to such other address as any party hereto may designate by notice to the other in accordance with this Section 7 and shall be deemed to have been given upon receipt.
| 8. | Miscellaneous. |
| a. | Governing Law. The rights and duties of the parties will be governed by the laws of the State of Delaware, USA, excluding any choice-of-law rules that would require the application of the laws of any other jurisdiction. |
| b. | Jurisdiction and Venue. For any litigation arising out of or relating to this Agreement, regardless of the form of action or the party that initiates it, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of and venue in the United States District Court for the District of Delaware or, if that court does not have jurisdiction, in the Supreme Court of the State of Delaware. The parties irrevocably and unconditionally waive any objection to the laying of venue of any proceeding arising out of or relating to this Agreement in the United States District Court for the District of Delaware or the Supreme Court of the State of Delaware. Each party hereby irrevocably waives any right that it otherwise might have to a trial by jury in any action that is brought against it in court by the other party. |
| c. | Captions. The captions of this Agreement are not part of the provisions hereof, rather they are included for convenience only and shall have no force or effect. |
| d. | Amendment. The terms of this Agreement may not be amended or modified other than by a written instrument executed by the parties hereto or their respective successors. |
| e. | Withholding. The Company shall withhold from any amounts payable under this Agreement all federal, state, local and/or foreign taxes and statutory contributions or other amounts, as the Company determines to be legally required pursuant to any applicable laws or regulations. |
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| f. |
Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, including any question regarding its existence, validity or termination, or otherwise arising out of Executive’s employment relationship with the Company or the termination thereof, shall, be referred to and finally resolved by arbitration in the state of Delaware in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”), for the time being in force, which rules are deemed to be incorporated by reference in this clause, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. The language of the arbitration shall be English, and the arbitration shall be governed by the law applicable in the state of Delaware. Judgment upon the award rendered by the arbitrator may be entered in the United States District Court for the District of Delaware or, if that court does not have jurisdiction, in the Supreme Court of the State of Delaware. This Section 8.f shall be specifically enforceable. Notwithstanding the foregoing, this Section 8.f shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 8.f. The winner of such arbitration as per this Section 8.f shall be permitted to recover attorney fees and costs from the other party. |
| g. |
WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT, WHETHER INCONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), WILL A PARTY BE LIABLE FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. |
| h. |
No Waiver. Failure by either party hereto to insist upon strict compliance with any provision of this Agreement or to assert any right such party may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. |
| i. |
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. |
| j. |
Construction. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party by the rule of construction above mentioned. |
| k. |
Assignment. This Agreement is binding on and for the benefit of the parties hereto and their respective successors, heirs, executors, administrators and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be assigned by Executive. |
| I. |
Acknowledgement. Executive hereby acknowledges (a) that Executive has consulted with or has had the opportunity to consult with independent counsel of Executive’s own choice concerning this Agreement and has been advised to do so by the Company, and (b) that Executive has read and understand this Agreement, is fully aware of its legal effect, and has entered into it freely based on Executive’s own judgment. |
| m. |
Entire Agreement. As of the Effective Date, this Agreement, together with the Confidential Information Agreement, constitutes the final, complete and exclusive agreement and understanding between Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to Executive by the Company or any representative thereof. |
| n. |
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. |
| o. |
Adherence to Policy. The Executive hereby confirms that he/she has read and understood the Company Policies specifically the Code of Business Ethics and Conduct Policy, Insider Trading Policy and Whistle blowing Policy and other applicable processes, procedures and regulations of the Company. Further, during the course of employment with the Company, the Executive acknowledges that he/she shall be responsible to adhere to Company’s (including affiliates or group companies) policies and procedures that are published or are made applicable to employees generally. All the policies, processes, procedures and regulations of the Company and its group are subject to change at the Company’s discretion and the Executive confirms that he/she will, at all times, adhere to such policies, processes, procedures and regulations, including any amendments made thereto from time to time. Failure to observe or comply with any such policies, processes, procedures and regulations may result in disciplinary action including dismissal, civil and criminal action without any prejudice to Company’s other rights. |
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
For WNS North America Inc.
| /s/ Walter Tan | ||
| Name | : Walter Tan | |
| Title | : Corporate Senior Vice President, HR | |
| Date | : 6/5/2024 |
By Executive (pls sign below)
| /s/ Anil Chintapalli | ||
| Name | : Anil Chintapalli | |
| Date | : 6/5/2024 |
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EXHIBIT A
CONFIDENTIAL INFORMATION AND EMPLOYEE
DEVELOPMENT AGREEMENT
In consideration of my engagement by WNS North America Inc. (the “Company”) to provide the services (the “Services”) described in the Employment Agreement entered into between the Company and me [Anil Chintapalli], dated as of June 01st, 2024 (the “Agreement”), I hereby agree as set forth below in this agreement (this “Agreement”):
| 1. | 1. Confidential Information. I acknowledge and understand that I will be given access to certain confidential, secret and proprietary information and materials owned by the Company or its affiliates or which relate to the Company’s or its affiliates. historical, current or planned business or business activities, including but not limited to, all information not generally known to the public that relates to the inventions, processes, formulas, designs, developments, technology, technical data, research and development. products, policies, practices, supplier information, markets, marketing plans, subscribers and proposals of the Company and its affiliates, the identity of all actual and prospective clients, client lists, files and all information relating to individual clients, and information on all persons for whom the Company or its affiliates perform services or with whom I hove contact during the course of my employment related to the Company’s or its affiliates’ current or planned business or business activities, and all other information the Company or its affiliates designate as “confidential” or which should be reasonably understood to be confidential (hereafter the “ Confidential Information”), provided, that Confidential Information does not include information which (i) is or becomes publicly known other than as a result of my actions in violation of this Agreement; or (ii) has been made available by the Company or its affiliates, directly, to a non-affiliated third party without obligation of confidentiality. In the event that I am obligated to produce Confidential Information as a result of a court order or pursuant to governmental action or proceeding, I shall give the Company prompt written notice of such requirement prior to such disclosure and assistance in obtaining on order protecting such Confidential Information from public disclosure. I acknowledge and agree that all Confidential Information shall be considered trade secrets of the Company and shall be entitled to all protections given by low to trade secrets. Confidential Information shall apply to every form in which information shall exist, whether written, film, tape, computer disk or other form of media, including original materials and any copies thereof. I agree that the Confidential Information shall be the sole and exclusive property of the Company. I will not, during my employment with the Company or at any time after the termination of my employment for any reason whatsoever, disclose or make known or use for myself or others (except as required in the course of employment with the Company) any Confidential Information or information about clients to any person, firm, corporation or other entity, except as may be required in the performance of my duties or when otherwise authorized to do so in writing signed by on executive officer of the Company. Moreover, I will not directly or indirectly help or assist any other person to do any of the prohibited acts listed in this Section. |
| 2. | Documents. All notes, memoranda, files, records, writings and other documents, whether on tangible or electronic media (“Documents”), which I shall prepare, use or come into contact with during my employment with the Company which relate to or are useful in any manner to the business now or hereafter conducted by the Company are and shall remain the sole and exclusive property of the Company. I shall not remove from the Company’s premises the original or any reproduction of any such Documents nor any of the information contained therein except as may be required in the performance of my duties without the prior written consent of on authorized representative of the Company, and I shall immediately turn over to the Company all such Documents and information in my possession or under my custody or control upon the termination of my relationship with the Company for any reason. |
| 3. | Developments. |
| 3.1 | Property of the Company. I agree that all Developments (as defined below) shall be at the instant of creation or expression the sole property of the Company, to the greatest extent possible shall be deemed “works mode for hire” and that I shall retain no rights or interest of any kind therein. The Company shall own all right, title and interest of any kind in and to all Developments and all related intellectual property, ownership and other rights and I shall have no claims, interest, rights or title in and to each of the Developments and all related intellectual, ownership and other rights thereto. |
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| 3.2 | Waiver of Rights; License. In the event that, by operation of law or otherwise, I retain any rights to any Developments or any related intellectual property, ownership or other rights, I hereby transfer and assign to the Company, without further consideration, my entire right, title and interest in and to such Developments and all related intellectual property, ownership and other rights, and I hereby waive any and all rights or interest of any kind therein including any moral rights; and to the extent any right, title or interest in and to any Developments or any related intellectual property, ownership or other rights cannot fully be assigned by me to the Company, I hereby grant to the Company an exclusive, royalty-free, transferable, irrevocable, perpetual, worldwide license (with rights to sublicense) to use, exploit and practice such non-assignable right, title and interest. |
| 3.3 | Cooperation. I agree to assist the Company in protecting the Company’s sole interest in the Developments, and to execute any and all documents reasonably required or requested by the Company to ensure that all intellectual property rights in the Developments are owned solely and exclusively by the Company. I hereby irrevocably appoint the Company as my true and lawful attorney-in-fact, which appointment is coupled with an interest to act for and on my behalf to execute, verify and file any such documents and to do all other acts to further the purposes of this Section with the same legal force and effect as if executed by me (including without limitation the right to execute assignments of and to register any and all rights to the Developments), and this appointment shall survive termination of this Agreement. I agree to promptly and fully disclose in writing to the Company all Developments during the term of the Employment Agreement and for a period of twelve (12) months immediately following my termination of employment with the Company for any reason (such twelve (12) month period, the “Restricted Period”). |
| 3.4 | Limited Scope. This Section 3 shall not apply to any inventions that I have made prior to my employment by the Company, or to any inventions that I develop entirely on my own time without using any of the Company’s equipment, supplies, facilities or Confidential Information and which do not relate to the Company’s present, future or prospective business, products, research and development, processes or the work I perform for the Company. If, in the course of my employment with the Company, I incorporate an invention I have made prior to my employment by the Company into a Development, I hereby grant the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense) to make, have made, modify, use, distribute and sell such prior invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, prior inventions in any Developments without the Company’s prior written consent. |
| 3.5 | Definition. As used in this Section 3, “Developments” means any and all: (i) ideas, designs, designations, concepts, inventions, products, discoveries, improvements, processes, machines, manufacturing, marketing, service methods and techniques, formulae, designs, composition of matter, styles and specifications (whether or not protectable under patent or other laws), (ii) works of authorship or information fixed in any tangible medium of expression or mask works, (iii) trademarks, service marks or trade names, (iv) trade secrets and know-how (including, without limitation, any of the foregoing relating to formulae, patterns, compilations, programs, methods, techniques or processes), (v) subject matter otherwise protectable under patent, copyright, moral right, mask work, trademark, trade secret or other laws, and (vi) products, systems, equipment, or devices which are conceived, reduced to practice, created, derived, developed or made from any of the foregoing clauses, and with respect to such foregoing clauses other than clause (v), whether or not protectable under patent, copyright, moral right, mask work, trademark, trade secret or other laws, which are conceived, reduced to practice, created, derived, developed, improved or made by me (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of my employment with the Company (including any period prior to the date of this Agreement), which may pertain to the present, future or prospective business, products, research and development, or processes of the Company. |
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| 4. | Non-Competition. I agree that, during the period of employment and 12 months thereafter, I will not, either directly or indirectly through my explicit actions, with or without compensation, individually or as the employee, broker, agent, consultant, contractor, advisor, solicitor, greater than 2% stockholder, trust beneficiary, proprietor, partner, member or person interested in, affiliated with or rendering services to any other entity, engage in, provide, offer to provide, or assist anyone in providing, services to or for a business that conducts activities (whether directly or through an affiliate or subsidiary) substantially the same as or similar to the Company’s Business (as defined below) or that competes with the Company’s Business. |
| 5. | Employee Non-Solicitation. I acknowledge that I have or will gain valuable information about the identity, qualifications and on-going performance of the employees of the Company. During the period of employment and 12 months thereafter, I agree that I will not directly or indirectly solicit or encourage any of the Company’s employees (or any former employee who, during the six-month period immediately preceding such solicitation, was an employee of the Company) to seek or accept employment with me or any other person or entity or disclose any information about any such employee or former employee to any prospective employer. |
| 6. | Client Non-Solicitation. I agree that at all times during the period of employment and 12 months thereafter, I shall not, nor shall I cause, any person or entity, directly or indirectly, interfere with any business relationship between the Company and any of its Clients. I further agree that during the Restricted Period following my termination of employment, I will not call upon any Client for the purpose of soliciting, selling, providing or delivering services or products of the kind which are the subject of the Company’s Business, and shall not render or provide any such services to any Clients. |
| 7. | Definitions. For purposes of this Agreement: |
| 7.1 | “Business” shall mean competitors of the Company that shall be the following named entities (including any holding companies, subsidiaries or investors in these entities) [***]. |
| 7.2 | “Client” shall mean a customer or client for whom or which the Company has performed during the preceding twelve months or is then-performing services or has agreed to perform services in the course of the Company’s Business or any potential customer or client with which the Company is then or has been in active negotiation, in either case, at any time during my employment with the Company, notwithstanding that such customer or client may be or may have been, induced to give its patronage to the Company by my solicitations or by someone on my behalf, either during my usual hours of employment or otherwise, and notwithstanding that such customer or client previously may have been my customer or client. |
| 8. | Injunctive Relief. I agree that it is impossible to measure in money the damages that will accrue to the Company in the event that I breach any of the restrictions provided in this Agreement. Accordingly, in the event that I breach any such restriction, the Company shall be entitled to an injunction. The foregoing shall not prejudice the Company’s right to require me to account for and pay over to the Company, and I hereby agree to account for and pay over, the compensation, profits, monies, accruals or other benefits derived or received by me as a result of any transaction constituting a material breach of any of the restrictions provided in this Agreement. |
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| 9. | Severability. If any portion of this Agreement is held to be invalid or unenforceable, or excessively broad, the remaining covenants and restrictions or portions thereof shall remain in full force and effect to the fullest degree possible to achieve the purposes of this Agreement and to afford the Company the maximum protections allowed by law and, if with respect to any of the provisions contained in Sections above, the invalidity or unenforceability is due to the deemed unreasonableness of time or geographical restrictions, such covenants and restrictions shall be effective for such period of time and for such area as may be determined to be reasonable by a court of competent jurisdiction. The parties agree that the Court shall construe any invalid or unenforceable provisions in the manner that most closely reflects the effect and intent of the original language. |
| 10. | Governing Law. The rights and duties of the parties will be governed by the laws of the State of Delaware, USA, excluding any choice-of-law rules that would require the application of the laws of any other jurisdiction. |
| 11. | Jurisdiction and Venue. For any litigation arising out of or relating to this Agreement, regardless of the form of action or the party that initiates it, I irrevocably and unconditionally submit to the exclusive jurisdiction of and venue in the United States District Court for the District of Delaware or, if that court does not have jurisdiction, in the Supreme Court of the State of Delaware. I irrevocably and unconditionally waive any objection to the laying of venue of any proceeding arising out of or relating to this Agreement in the United States District Court for the District of Delaware or the Supreme Court of the State of Delaware. I hereby irrevocably waive any right that I otherwise might have to a trial by jury in any action that Is brought against me in court by the Company. |
| 12. | Amendment. I acknowledge that I cannot amend, terminate or otherwise modify this Agreement, except with the prior written consent of the Company. |
| 13. | Acknowledgement. I hereby acknowledge (a) that I have consulted with or have had the opportunity to consult with independent counsel of my own choice concerning this Agreement and have been advised to do so by the Company, and (b) that I have read and understand this Agreement, is fully aware of its legal effect, and have entered into it freely based on my own judgment. |
| 14. | No Waiver. Failure by the Company to insist upon strict compliance with any provision of this Agreement or to assert any right the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. |
| 15. | Construction. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party by the rule of construction abovementioned. |
| 16. | Captions. The captions of this Agreement are not part of the provisions hereof, rather they are included for convenience only and shall have no force or effect. |
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I acknowledge that I have read this Agreement, that I understand each and every provision of this Agreement, and that nothing I have been told by or on behalf of the Company is in any way at variance or in conflict with the provisions of this Agreement.
| By Executive [pls sign below] | ||
| /s/ Anil Chintapalli | ||
| Executive: | Anil Chintapalli | |
| Date: | 6/5/2024 | |
| ACCEPTED FOR WNS NORTH AMERICA INC. | ||
| /s/ Walter Tan | ||
| Name: | Walter Tan | |
| Title: | Corporate Senior Vice President, HR | |
| Date: | 6/5/2024 | |
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Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Keshav R. Murugesh, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of WNS (Holdings) Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the Audit Committee of the company’s Board of Directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: August 6, 2024
| By: | /s/ Keshav R. Murugesh | |
| Name: | Keshav R. Murugesh | |
| Title: | Group Chief Executive Officer |
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Arijit Sen, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of WNS (Holdings) Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the Audit Committee of the company’s Board of Directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: August 6, 2024
| By: | /s/ Arijit Sen | |
| Name: | Arijit Sen | |
| Title: | Group Chief Financial Officer (Principal Financial and Accounting Officer and Authorized Signatory) |
Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of WNS (Holdings) Limited (the “Company”) hereby certifies, to such officer’s knowledge, that:
| (i) | the accompanying quarterly report on Form 10-Q of the Company for the quarter ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
| (ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 6, 2024
| By: | /s/ Keshav R. Murugesh | |
| Name: | Keshav R. Murugesh | |
| Title: | Group Chief Executive Officer |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being “filed” either as part of the Report or as a separate disclosure statement, and is not to be incorporated by reference into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of WNS (Holdings)Limited (the “Company”) hereby certifies, to such officer’s knowledge, that:
| (i) | the accompanying quarterly report on Form 10-Q of the Company for the quarter ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
| (ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 6, 2024
| By: | /s/ Arijit Sen | |
| Name: | Arijit Sen | |
| Title: | Group Chief Financial Officer (Principal Financial and Accounting Officer and Authorized Signatory) |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being “filed” either as part of the Report or as a separate disclosure statement, and is not to be incorporated by reference into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.