About
Mphasis Ltd
Mphasis Limited was incorporated on 10th August, 1992. The Company is a global Information Technology (IT) solutions provider specializing in providing cloud and cognitive services, applies next-generation technology to help enterprises transform businesses globally. Mphasis Group, a global, multicultural organisation headquartered in Bengaluru, India, specializes in providing a suite of application development and maintenance services, infrastructure outsourcing services and business & knowledge process outsourcing solutions to clients around the world.
The Company was formed after the merger of the US-based IT consulting company MphasiS Corporation and the Indian IT services company BFL Software Limited. It had installed an additional workstations and infrastructure with the view to expanding the business in the year 1993. During the year 1995, MphasiS had obtained the ISO 9001-1994 certification from BVQ U.K. To provide high quality support to its customers, the Company was reorganised into six independent Business Units (IBUS) in the year 1996. They are Compaq Development Center, Tandem solution, Applications, Systems and Networking, Products and Y2K. The Company had signed a long-term software development agreement with the US-based Compaq Corporation in the year 1997 and also in the same year MphasiS had set up a dedicated software development centre for the US-based Lanier Worldwide, specializing in medical documentation management and also had entered into a strategic alliance with two US-based companies in an effort to tap the international market. During the year 1998, the company had set up a subsidiary in the United States and started a consulting practice to offer higher margin services. The Company's healthcare first product was launched in the international market during the year 1999 and also in the identical period, signed an agreement with Net Communications, a subsidiary of Netcard Corporation Berhard of Malaysia, to jointly develop and market netKIOS globally. The Company had changed its name to MphasiS BFL Limited in the year 2000 and also reorganised its operations. In the same year 2000, MphasiS made a tie-up with BEA System to build financial solutions on the BEA E-Commerce Transaction Platform aimed at exploiting the Indian and also global financial sector.
MphasiS had acquired 100% interest in MphasiS Corporation - USA in June of the year 2000. In the year 2002, the company had signed an agreement for the acquisition of Navion (Shanghai) software Development Company Ltd. MsourcE Corporation; a subsidiary of MphasiS BFL had entered into a partnership to provide the complete gamut of customer care services to the US Women's Chamber of Commerce (USWCC). After a year, in 2003, the same subsidiary and Accenture had agreed to work together in India to offer their client world-class call centre BPO services. MsourcE Corporation has become the first contact centre in the country to be awarded the BS-7799-2: 2002 certification. During the year 2004, MphasiS achieved the SEI-CMMI Level 5 accreditation. In the year 2006, The International Association of Outsourcing Professionals (IAOP) had named MphasiS in the Global Outsourcing 100 List. Since June 2006, the group became a subsidiary of Electronic Data Systems Corporation (EDS). The name of the company was changed from MphasiS BFL Ltd to MphasiS Ltd with effect from 24th November of the year 2006.
Enterprise applications integration to design and build a common central data store, workflow and collaboration enabling technologies are the key priority areas within MphasiS from the year 2006. As at November 2007, the company had opened a new BPO facility in Indore, along with Idea. The centre operates as a customer service centre for Idea customers in Madhya Pradesh. NASSCOM ranked the company in Top 20 IT Software and Service Exporter, Top 15 BPO Rankings and also in Top 10 IT-BPO Employers for the year 2007-08.
In 2008, Hewlett Packard (HP) acquired EDS. Consequently, MphasiS became a subsidiary of Hewlett Packard (HP).
On 12 August 2009, MphasiS announced that it has reached a definitive agreement to acquire AIG Systems Solutions Pvt. Ltd. (AIGSS), part of American International Group Inc. AIGSS is an India-based provider of Information technology services and solutions to AIG companies worldwide. The transaction is subject to legal and statutory requirements. The acquisition of AIGSS will help MphasiS augment its capabilities for the insurance industry and offer domain solutions. Based in Chennai and Kolkata, AIGSS has more than 800 employees and provides IT services to AIG and its member companies. AIGSS service offerings include application development and maintenance, application implementation, testing, product development and support.
The Board of Directors of MphasiS at its meeting held on 24 November 2009 approved the proposal of merger of MphasiS FinSolutions Pvt. Ltd. (formerly AIG System Solutions Pvt. Ltd.) wholly owned subsidiary, with MphasiS Ltd. The proposal is subject to necessary approvals.
On 8 April 2010, MphasiS announced that it has reached a definitive agreement to acquire Fortify Infrastructure Services, a global provider of offshore based Remote IT Operations and Management (ROM) Services. Fortify Infrastructure Services is a privately held company with presence in India and the US. The acquisition will give MphasiS access to marquee customers, an experienced management team, a talent pool of highly specialized professionals and a proven platform to provide ROM services. This will be part of a new business unit which focuses on ROM services. MphasiS will be acquiring a 100% equity stake in Fortify Infrastructure Services in an all-cash transaction.
On 23 October 2010, MphasiS opened its first near shore integrated development and delivery Center in Australia at the University of Wollongong. The Center will focus exclusively on customers in Australia and New Zealand and will offer a specialised resource pool for the telecommunications industry as well as a Center of Excellence for testing. MphasiS plans to offer specialised automated testing services from the test lab being set up in Wollongong.
MphasiS clocked consolidated revenue of USD 1,099.3 million for the year ended 31 October 2010, crossing the $1 billion mark for the first time.
On 1 August 2011, MphasiS announced that it has entered into a definitive agreement to acquire Wyde Corporation, an international software vendor and creator of Wynsure- an industry leading Insurance Policy Administration Solution. This investment is the second acquisition by MphasiS in the Insurance industry vertical, after acquiring AIGSS (AIG Software Systems), the AIG captive center in India in 2009. Under the terms of the agreement, MphasiS will hold a 100% equity stake in Wyde. The closure of the deal is subject to completion of customary conditions. Headquartered in Minneapolis, USA, with a modern Research & Development (R&D) centre in Paris, France, Wyde has developed and deployed Wynsure, a proven software platform, at many of the leading insurance carriers in North America and Europe. Wynsure is a multi-language, multi-currency, easily customizable software that offers policy administration, claims and billing solutions across Life & Annuities (L&A), disability, health, and Property & Casualty (P&C). Wynsure platform can be deployed at an insurance carrier either one business line at a time, or as a complete end-to-end solution. Wyde has over 200 employees who possess significant domain expertise.
On 2 March 2012, MphasiS, announced that it has inked a memorandum of understanding (MoU) to set up a near shore centre at Charlotte Town in Prince Edward Island (PEI), Canada to serve the North America region. Located in the same time zone, with an hour time difference separating it from New York City, MphasiS' PEI center will play a strategic role in the Company's operations in the North American region.
On 2 December 2012, MphasiS announced a definitive agreement to acquire Orlando, Florida, USA based Digital Risk LLC. Digital Risk is one of the largest independent providers of Risk, Compliance and Transaction Management solutions to the United States mortgage market. The acquisition is an all cash deal valued at USD$ 175 million with an additional earn-out component. Later, MphasiS completed the acquisition of Digital Risk LLC on 11 February 2013.
On 5 February 2014, MphasiS unveiled refreshed brand identify, vision and mission. The company's new corporate brand including a vibrant new logo reflects the company's successful evolution into a highly differentiated, customer-centric company. On 10 February 2014, AppCrown, the leading provider for cloud based financial systems across CRM, Banking & Wealth Management, announced its intent to partner with MphasiS.
On 30 June 2015, MphasiS announced the signing of a definitive agreement to transfer a significant portion of its domestic business, subject to regulatory approvals, to Hinduja Global Solutions (HGS), a global BPM leader in optimizing customer experience for clients.
On 10 July 2015, MphasiS announced the signing of a definitive agreement to transfer a portion of its domestic business, subject to regulatory approvals, to Karvy Data Management Services Limited (KDMSL) - a provider of business and knowledge process services in India. This is MphasiS' second definitive agreement further to the recent signing with Hinduja Global Solutions (HGS) to transfer over 7000 employees, which was roughly two-third of the India Domestic Voice business. With this current agreement, over 2000 employees would be transferred to KDMSL.
In 2016, Blackstone, the world's leading private equity (PE) firm acquired Hewlett Packard Enterprise's 60.5% stake in MphasiS. It was largest acquisition by Blackstone in India till date. As part of the agreement, Hewlett Packard Enterprise (HPE) and Blackstone have agreed on the terms of a Master Services Agreement (MSA) for a period of five years, with an additional three automatic renewals of two years each. Under this MSA, HPE has committed a minimum revenue amount of $990 million over the next five years. Also, MphasiS is included in HPE's Preferred Provider Program, opening up significant avenues for growth.
The Board of Directors of MphasiS at its meeting held on 31 January 2017 approved a proposal for Buy-back of equity shares from all the existing shareholders of the Company on a proportionate basis through the Tender Offer method at a maximum price of Rs 635 per equity share, aggregating to an amount not exceeding Rs 1103 crore.
On 25 May 2017, MphasiS and DXC Technology, the world's leading independent, end-to-end IT services company, announced a new Solution Partner relationship to transform and modernize enterprise applications for public, private and hybrid cloud. The collaboration builds on deep, complementary vertical expertise, strong portfolios in next-generation IT services, including cloud and digital innovations and accelerated automation capabilities to deliver strong business value to organizations across industries globally. The two companies will work together to help clients accelerate the modernization of their applications as they move to the cloud.
On 8 January 2018, MphasiS announced block chain-enabled digital solutions, Wealthchain and Chainsure for the Banking, Financial Services and Insurance vertical. These solutions enhance security, efficiency and governance through which these firms and their partners jointly create and deliver value and experiences to their customers.
The Board of Directors of MphasiS at its meeting held on 7 August 2018 approved a proposal for Buy-back of equity shares of the company from all the existing shareholders on a proportionate basis through the Tender Offer method at a maximum price of Rs 1,350 per equity share, aggregating to an amount not exceeding Rs 988.27 crore. The Board also recorded the intentions of the Promoter to participate in the proposed Buy-back.
During the year 2018, the Company had completed a buyback of 17,370,078 equity shares of the Company, representing 8.26% of the total paid up equity share capital of the Company, at a price of Rs 635 per share, for an aggregate amount of Rs 11,030 million from the existing shareholders of the Company, on a proportionate basis under the Tender Offer method in accordance with the provisions of Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, the Companies Act, 2013 and rules made thereunder, and all compliances have been duly completed. Consequently, the paid up equity share capital of the Company is reduced to the extent of the shares bought back by the Company.
During the FY2019, the Company has completed the buyback of 7,320,555 fully paid-up equity shares of face value Rs 10 each ('equity shares'), representing 3.79% of the total paid-up equity share capital of the Company, at a price of Rs 1,350 per equity share for an aggregate consideration of Rs 9,882.75 million.
The company has been awarded Gold for Excellence in Talent Acquisition by Brandon Hall Group at 2020 HCM Excellence in Awards for Learning and Development, Talent Management, Leadership Development, Talent Acquisition, Workforce Management and HR, Sales Performance and Corporate Initiatives.
The company also been Recognized as Major Contender in the Everest Group 2020 PEAK Matrixr Assessment for Open Banking IT Services.
On 19 November 2020, the Company through its wholly owned subsidiary, Mphasis Consulting Limited, obtained control of Datalytyx Limited and its subsidiaries (Datalytyx') by acquiring 100% of its shares in cash. Datalytyx is a next-gen data engineering and consultancy company providing next-gen data Engineering, Data Ops and Master Data Management solutions on Snowflake and Talend environments. The acquisition seeks to strengthen the Group's next-gen data strategy and build capabilities relevant to the digital priorities of its clients. The acquisition was executed through a share purchase agreement for a consideration of GBP 11.55 million (Rs 1141.92 million).
In Apr'21, the Company acquired Blackstone's majority stake and continued partnership with it. It diversified sales and operations into multiple geographies like Leeds outside of London- UK, Mexico, Costa Rica, Taiwan, Calgary- Canada & Estonia. It acquired Datalytyx, a DataOps specailist in the Snowflake and Talent ecosystem.
In FY'22, the Company acquired Blink UX, a user experience research, strategy and design firm. It diversified sales operations into Canada, Germany & Mexico. On 12 March 2023, Mrald Services Private Limited was incorporated as a wholly owned subsidiary of Mrald Limited.
Mphasis Ltd
Company History
Mphasis Limited was incorporated on 10th August, 1992. The Company is a global Information Technology (IT) solutions provider specializing in providing cloud and cognitive services, applies next-generation technology to help enterprises transform businesses globally. Mphasis Group, a global, multicultural organisation headquartered in Bengaluru, India, specializes in providing a suite of application development and maintenance services, infrastructure outsourcing services and business & knowledge process outsourcing solutions to clients around the world.
The Company was formed after the merger of the US-based IT consulting company MphasiS Corporation and the Indian IT services company BFL Software Limited. It had installed an additional workstations and infrastructure with the view to expanding the business in the year 1993. During the year 1995, MphasiS had obtained the ISO 9001-1994 certification from BVQ U.K. To provide high quality support to its customers, the Company was reorganised into six independent Business Units (IBUS) in the year 1996. They are Compaq Development Center, Tandem solution, Applications, Systems and Networking, Products and Y2K. The Company had signed a long-term software development agreement with the US-based Compaq Corporation in the year 1997 and also in the same year MphasiS had set up a dedicated software development centre for the US-based Lanier Worldwide, specializing in medical documentation management and also had entered into a strategic alliance with two US-based companies in an effort to tap the international market. During the year 1998, the company had set up a subsidiary in the United States and started a consulting practice to offer higher margin services. The Company's healthcare first product was launched in the international market during the year 1999 and also in the identical period, signed an agreement with Net Communications, a subsidiary of Netcard Corporation Berhard of Malaysia, to jointly develop and market netKIOS globally. The Company had changed its name to MphasiS BFL Limited in the year 2000 and also reorganised its operations. In the same year 2000, MphasiS made a tie-up with BEA System to build financial solutions on the BEA E-Commerce Transaction Platform aimed at exploiting the Indian and also global financial sector.
MphasiS had acquired 100% interest in MphasiS Corporation - USA in June of the year 2000. In the year 2002, the company had signed an agreement for the acquisition of Navion (Shanghai) software Development Company Ltd. MsourcE Corporation; a subsidiary of MphasiS BFL had entered into a partnership to provide the complete gamut of customer care services to the US Women's Chamber of Commerce (USWCC). After a year, in 2003, the same subsidiary and Accenture had agreed to work together in India to offer their client world-class call centre BPO services. MsourcE Corporation has become the first contact centre in the country to be awarded the BS-7799-2: 2002 certification. During the year 2004, MphasiS achieved the SEI-CMMI Level 5 accreditation. In the year 2006, The International Association of Outsourcing Professionals (IAOP) had named MphasiS in the Global Outsourcing 100 List. Since June 2006, the group became a subsidiary of Electronic Data Systems Corporation (EDS). The name of the company was changed from MphasiS BFL Ltd to MphasiS Ltd with effect from 24th November of the year 2006.
Enterprise applications integration to design and build a common central data store, workflow and collaboration enabling technologies are the key priority areas within MphasiS from the year 2006. As at November 2007, the company had opened a new BPO facility in Indore, along with Idea. The centre operates as a customer service centre for Idea customers in Madhya Pradesh. NASSCOM ranked the company in Top 20 IT Software and Service Exporter, Top 15 BPO Rankings and also in Top 10 IT-BPO Employers for the year 2007-08.
In 2008, Hewlett Packard (HP) acquired EDS. Consequently, MphasiS became a subsidiary of Hewlett Packard (HP).
On 12 August 2009, MphasiS announced that it has reached a definitive agreement to acquire AIG Systems Solutions Pvt. Ltd. (AIGSS), part of American International Group Inc. AIGSS is an India-based provider of Information technology services and solutions to AIG companies worldwide. The transaction is subject to legal and statutory requirements. The acquisition of AIGSS will help MphasiS augment its capabilities for the insurance industry and offer domain solutions. Based in Chennai and Kolkata, AIGSS has more than 800 employees and provides IT services to AIG and its member companies. AIGSS service offerings include application development and maintenance, application implementation, testing, product development and support.
The Board of Directors of MphasiS at its meeting held on 24 November 2009 approved the proposal of merger of MphasiS FinSolutions Pvt. Ltd. (formerly AIG System Solutions Pvt. Ltd.) wholly owned subsidiary, with MphasiS Ltd. The proposal is subject to necessary approvals.
On 8 April 2010, MphasiS announced that it has reached a definitive agreement to acquire Fortify Infrastructure Services, a global provider of offshore based Remote IT Operations and Management (ROM) Services. Fortify Infrastructure Services is a privately held company with presence in India and the US. The acquisition will give MphasiS access to marquee customers, an experienced management team, a talent pool of highly specialized professionals and a proven platform to provide ROM services. This will be part of a new business unit which focuses on ROM services. MphasiS will be acquiring a 100% equity stake in Fortify Infrastructure Services in an all-cash transaction.
On 23 October 2010, MphasiS opened its first near shore integrated development and delivery Center in Australia at the University of Wollongong. The Center will focus exclusively on customers in Australia and New Zealand and will offer a specialised resource pool for the telecommunications industry as well as a Center of Excellence for testing. MphasiS plans to offer specialised automated testing services from the test lab being set up in Wollongong.
MphasiS clocked consolidated revenue of USD 1,099.3 million for the year ended 31 October 2010, crossing the $1 billion mark for the first time.
On 1 August 2011, MphasiS announced that it has entered into a definitive agreement to acquire Wyde Corporation, an international software vendor and creator of Wynsure- an industry leading Insurance Policy Administration Solution. This investment is the second acquisition by MphasiS in the Insurance industry vertical, after acquiring AIGSS (AIG Software Systems), the AIG captive center in India in 2009. Under the terms of the agreement, MphasiS will hold a 100% equity stake in Wyde. The closure of the deal is subject to completion of customary conditions. Headquartered in Minneapolis, USA, with a modern Research & Development (R&D) centre in Paris, France, Wyde has developed and deployed Wynsure, a proven software platform, at many of the leading insurance carriers in North America and Europe. Wynsure is a multi-language, multi-currency, easily customizable software that offers policy administration, claims and billing solutions across Life & Annuities (L&A), disability, health, and Property & Casualty (P&C). Wynsure platform can be deployed at an insurance carrier either one business line at a time, or as a complete end-to-end solution. Wyde has over 200 employees who possess significant domain expertise.
On 2 March 2012, MphasiS, announced that it has inked a memorandum of understanding (MoU) to set up a near shore centre at Charlotte Town in Prince Edward Island (PEI), Canada to serve the North America region. Located in the same time zone, with an hour time difference separating it from New York City, MphasiS' PEI center will play a strategic role in the Company's operations in the North American region.
On 2 December 2012, MphasiS announced a definitive agreement to acquire Orlando, Florida, USA based Digital Risk LLC. Digital Risk is one of the largest independent providers of Risk, Compliance and Transaction Management solutions to the United States mortgage market. The acquisition is an all cash deal valued at USD$ 175 million with an additional earn-out component. Later, MphasiS completed the acquisition of Digital Risk LLC on 11 February 2013.
On 5 February 2014, MphasiS unveiled refreshed brand identify, vision and mission. The company's new corporate brand including a vibrant new logo reflects the company's successful evolution into a highly differentiated, customer-centric company. On 10 February 2014, AppCrown, the leading provider for cloud based financial systems across CRM, Banking & Wealth Management, announced its intent to partner with MphasiS.
On 30 June 2015, MphasiS announced the signing of a definitive agreement to transfer a significant portion of its domestic business, subject to regulatory approvals, to Hinduja Global Solutions (HGS), a global BPM leader in optimizing customer experience for clients.
On 10 July 2015, MphasiS announced the signing of a definitive agreement to transfer a portion of its domestic business, subject to regulatory approvals, to Karvy Data Management Services Limited (KDMSL) - a provider of business and knowledge process services in India. This is MphasiS' second definitive agreement further to the recent signing with Hinduja Global Solutions (HGS) to transfer over 7000 employees, which was roughly two-third of the India Domestic Voice business. With this current agreement, over 2000 employees would be transferred to KDMSL.
In 2016, Blackstone, the world's leading private equity (PE) firm acquired Hewlett Packard Enterprise's 60.5% stake in MphasiS. It was largest acquisition by Blackstone in India till date. As part of the agreement, Hewlett Packard Enterprise (HPE) and Blackstone have agreed on the terms of a Master Services Agreement (MSA) for a period of five years, with an additional three automatic renewals of two years each. Under this MSA, HPE has committed a minimum revenue amount of $990 million over the next five years. Also, MphasiS is included in HPE's Preferred Provider Program, opening up significant avenues for growth.
The Board of Directors of MphasiS at its meeting held on 31 January 2017 approved a proposal for Buy-back of equity shares from all the existing shareholders of the Company on a proportionate basis through the Tender Offer method at a maximum price of Rs 635 per equity share, aggregating to an amount not exceeding Rs 1103 crore.
On 25 May 2017, MphasiS and DXC Technology, the world's leading independent, end-to-end IT services company, announced a new Solution Partner relationship to transform and modernize enterprise applications for public, private and hybrid cloud. The collaboration builds on deep, complementary vertical expertise, strong portfolios in next-generation IT services, including cloud and digital innovations and accelerated automation capabilities to deliver strong business value to organizations across industries globally. The two companies will work together to help clients accelerate the modernization of their applications as they move to the cloud.
On 8 January 2018, MphasiS announced block chain-enabled digital solutions, Wealthchain and Chainsure for the Banking, Financial Services and Insurance vertical. These solutions enhance security, efficiency and governance through which these firms and their partners jointly create and deliver value and experiences to their customers.
The Board of Directors of MphasiS at its meeting held on 7 August 2018 approved a proposal for Buy-back of equity shares of the company from all the existing shareholders on a proportionate basis through the Tender Offer method at a maximum price of Rs 1,350 per equity share, aggregating to an amount not exceeding Rs 988.27 crore. The Board also recorded the intentions of the Promoter to participate in the proposed Buy-back.
During the year 2018, the Company had completed a buyback of 17,370,078 equity shares of the Company, representing 8.26% of the total paid up equity share capital of the Company, at a price of Rs 635 per share, for an aggregate amount of Rs 11,030 million from the existing shareholders of the Company, on a proportionate basis under the Tender Offer method in accordance with the provisions of Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, the Companies Act, 2013 and rules made thereunder, and all compliances have been duly completed. Consequently, the paid up equity share capital of the Company is reduced to the extent of the shares bought back by the Company.
During the FY2019, the Company has completed the buyback of 7,320,555 fully paid-up equity shares of face value Rs 10 each ('equity shares'), representing 3.79% of the total paid-up equity share capital of the Company, at a price of Rs 1,350 per equity share for an aggregate consideration of Rs 9,882.75 million.
The company has been awarded Gold for Excellence in Talent Acquisition by Brandon Hall Group at 2020 HCM Excellence in Awards for Learning and Development, Talent Management, Leadership Development, Talent Acquisition, Workforce Management and HR, Sales Performance and Corporate Initiatives.
The company also been Recognized as Major Contender in the Everest Group 2020 PEAK Matrixr Assessment for Open Banking IT Services.
On 19 November 2020, the Company through its wholly owned subsidiary, Mphasis Consulting Limited, obtained control of Datalytyx Limited and its subsidiaries (Datalytyx') by acquiring 100% of its shares in cash. Datalytyx is a next-gen data engineering and consultancy company providing next-gen data Engineering, Data Ops and Master Data Management solutions on Snowflake and Talend environments. The acquisition seeks to strengthen the Group's next-gen data strategy and build capabilities relevant to the digital priorities of its clients. The acquisition was executed through a share purchase agreement for a consideration of GBP 11.55 million (Rs 1141.92 million).
In Apr'21, the Company acquired Blackstone's majority stake and continued partnership with it. It diversified sales and operations into multiple geographies like Leeds outside of London- UK, Mexico, Costa Rica, Taiwan, Calgary- Canada & Estonia. It acquired Datalytyx, a DataOps specailist in the Snowflake and Talent ecosystem.
In FY'22, the Company acquired Blink UX, a user experience research, strategy and design firm. It diversified sales operations into Canada, Germany & Mexico. On 12 March 2023, Mrald Services Private Limited was incorporated as a wholly owned subsidiary of Mrald Limited.
Mphasis Ltd
Directors Reports
Dear Shareholders,
We have pleasure in presenting you the thirty second Annual Report of
your Company for the year ended 31 March 2023.
FINANCIAL PERFORMANCE
Key aspects of the financial performance of the Company are as follows:
|
CONSOLIDATED |
STANDALONE |
| Particulars |
Year ended 31 March 2023 |
Year ended 31 March 2022 |
Year ended 31 March 2023 |
Year ended 31 March 2022 |
| Total Income |
1,39,601 |
1,21,219 |
95,431 |
75,128 |
| Expenses |
1,17,870 |
1,02,090 |
76,612 |
58,926 |
| Profit before taxation |
21,731 |
19,129 |
18,820 |
16,202 |
| Net Profit |
16,379 |
14,309 |
14,139 |
12,353 |
| Transfer to General Reserve |
Nil |
Nil |
Nil |
Nil |
Note: The figures are rounded off to the nearest Rupee.
A detailed analysis of the performance is available in the section,
titled Management Discussion and Analysis of Financial Condition and Results of
Operations, of this Annual Report.
OUTLOOK
This year's NASSCOM's strategic review report is themed
"Priming for a ‘No Normal' Future"; as the Indian technology Industry
has displayed resilience and growth in the wake of global uncertainty, as well as
strengthened its position as a trusted global technology leader over the past several
years.
Midway through 2022, uncertainty resulting from recent global events
largely centered on persistent inflation, fiscal tightening, market volatility and
geopolitical tensions, signalled that the world economy was headed towards a potentially
prolonged downturn, foreshadowing a likely global recession.
According to McKinsey's recent Global Economics Intelligence
summary, the growth estimates for 2023 and 2024 have become less acute pointing towards a
shorter slowdown, with an anticipated rebound in 2024. Even in the backdrop of this
dynamic environment, enterprise IT spending has remained strong and is projected at $4.6
trillion in 2023, an increase of 5.5% from 2022, according to the latest forecast by
Gartner.
This duality in the environment is a result of the different economic
realities being faced by consumers and enterprises. Enterprises are continuing to increase
spending on digital business initiatives despite the slowdown.
A divergence from previous cyclical downturns can be explained by
modern enterprises prioritizing segments of technology spend as a means of transforming
their business and becoming more innovative, with a view towards optimizing current
revenue streams or creating new ones. This is echoed by NASSCOM's report which states
that technology will continue to be a strategic imperative, which is a critical component
of business innovation and transformation, as well as a source of improving operational
and cost efficiencies. This is also evident by the fact that leaders in enterprise
technology are growing five times faster than laggards today, whereas this gap was only
two times before the pandemic. Leveraging technology is going to be a critical factor in
an enterprise's catalyst of the future.
In this dynamic environment, your Company continues to move forward
from a position of strength. Your Company has a foundation of strong industry solutions,
marquee client base and earnings and cash flow; all these aspects will help your Company
to continue to execute its growth strategy and insulate it from the market challenges.
Your Company's lead indicators are positive with the second highest deal wins on
record where BFSI continues to generate highest share of the pipeline. Even with the
recent disruption in the US banking system that impacted smaller community banks, the
Company's larger portfolio of clientele, focused on organizations that are tightly
governed, remains protected from the resulting after-effects. Your Company's business
from US regional banks is a low single digit percentage contribution to the overall
revenue. Your Company will continue to work with its clients to build their transformation
capabilities and get them future-ready. Your Company's continuously evolving Tribes
and Squads model driving the themes of cloud-led transformation is the steering force
behind strong TCV. This model has helped your Company to scale its ability to service the
growing pipeline; your Company's overall pipeline for large deals remain strong and
well-distributed across all verticals. Some of the pipelines that have been built up over
vendor consolidation may translate into additional TCV in near future. At this stage, your
Company is focusing on the micro while being attentive to the developing
macro-environment.
Your Company made the right choices a few years ago - technology as a
service, consumer and cost - are now converging in this backdrop. The technology investing
super cycle that started in 2021 is still underway and your Company foresees that
enterprises will continue to prioritize investments in areas such as cloud, data
engineering and strategic data assets, as well as areas like cybersecurity, customer
experience and support transformation, as the latter also leads to a significant cost
takeout opportunities. This will necessitate a pivot for the entire industry from
maintenance and infrastructure services to transformation that can enable clients to
deliver better
services to customers and go-to-market faster using data analytics.
Having built the foundation to leverage this exact moment, your Company is focused on
winning large deals aided by the opportunities present in the market as well our
fundamental strengths to stand apart from its peers.
Your Company will continue to invest in the engines of growth by:
• Focusing on our core business services and smaller verticals,
outside of BFS such as Healthcare. The growth of smaller verticals reflects the success of
your Company's New Client Acquisition strategy;
• Adding new marquee logos, with large spend pools, provides
further growth visibility, as well as differentiation in new segments in addition to BFS;
and
• Growing top accounts sequentially, sustaining your
Company's market share gains.
Your Company is confidently embracing this unique environment and
leading it by staying true to its purpose, implementing deal archetype playbooks, to
protect the core, ensure repeatable growth in capability-led transformation and to
accelerate from "Run" to "Change", at the speed of our clients.
DIVIDEND
Your directors are pleased to recommend a final dividend of Rs 50 per
equity share of Rs 10 each for the financial year ended 31 March 2023, subject to your
approval at the ensuing Annual General Meeting.
ENTERPRISE RISK MANAGEMENT
A detailed analysis of monitored risks and their mitigation plans are
available in the section headed Management Discussion and Analysis of Risks and Concerns,
in this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
Secretarial Auditors, confirming the compliance for the year ended 31 March 2023, as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
is annexed and forms part of this Report.
EMPLOYEES
At Mphasis, the ecosystem is powered by Employees - a diverse group of
best-in-class talent, who are focused on being future-ready. Your Company embarked on a
journey to hyper personalize HR Programs last year which has been enhanced this year
through digitization. Your Company has retained its winning culture of equality, fairness,
collaboration and transparency.
With the changing IT Industry terrain, your Company focus is to invest
in top talent that enables it to navigate dynamic shifts in customer expectations. To meet
supply and demand challenges, your Company has enhanced its digital platform with
skill-based hiring capabilities and innovative processes to actively pursue the right
talent. Your Company's talent philosophy commits being an equal opportunity employer
prioritizing Diversity and Inclusion. Your Company has established the Diversity, Equity
and Inclusion Council and allyship program with leaders globally to support Mphasians from
diverse backgrounds. From enhancements in insurance plan for gender affirmation and
differently abled employees to a more inclusive workspace, your Company is recognized as
one of the top employers in the Diversity, Equity and Inclusion space.
Talent Management programs including hire-to-retire policies,
customized pay models and career progression frameworks encourage meritocracy and skill
development. This has helped your Company in engaging with talent segments and skill
communities. Talent Next, a flagship program, coupled with our X2C2, strategy (read as
"Anything to Cloud powered by Cognitive": i.e., capability development in
NextGen Digital skills) runs across the HR ecosystem. In FY23, this program was further
evolved by integrating talent acquisition, talent development, performance management,
employee productivity, engagement and total rewards along with catering to employee's
aspirational needs. Since its inception there has been multifold increase in the number of
people certified and deployed on NextGen digital skills suiting business requirements.
Accolade, a cloud-based recognition platform, builds a culture of
recognition and makes hyper-personalized rewards a reality. Employee achievements are
published across the organization fostering the Employees to celebrate their wins
regularly. The prestigious Annual ACE awards was conducted entirely on cloud digital
platform and encouraged participation from the entire workforce including employee
families, creating a sense of belongingness.
As your Company continues to operate in a hybrid work environment,
Employees across remote teams and geographies look to collaborate and engage in the office
workspace speaking to our Hi-Touch, Hi-Tech and Hi-Trust proposition. All people programs
focus employee experience, wellness and their continued growth. Through regular eSAT pulse
surveys, the Company gets a real-time insights into employee experiencing, their needs,
and the areas to improve. Your Company analyzes the data to identify trends, patterns and
opportunities for growth, which enables to make data-driven decisions and take actions
that align with our goals and values.
Mphasis has been recognized as one of the 100 Best Companies for Women
(BCWI) apart from winning an "Exemplar of Inclusion" in the Most Inclusive
Companies Index (MICI) by Avtar and Seramount and a champion in the organizational
self-assessment for LGBTQ+ inclusion by Interweave.
COMMUNITY OUTREACH
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company's CSR is committed to bringing social change by
applying the power of technology and disruptive solutions. Our belief is that the use of
technology, tools and resources responsibly could play a transformational role for
positive outcomes in the areas of education, livelihood, sustainability and equitable
development. Our 2-pronged approach to sustainability, enables us to deliver value to the
community and our stakeholders, by applying tech for the good of our business and society.
This has led us to undertake several CSR programs that aim to benefit socially excluded
and economically disadvantaged target groups, including support for vulnerable
communities, afforestation and rainwater conservation. We also focus larger goal to become
a corporate technology partner of choice, for certain Indian higher educational
institutions, to enable the development of demonstrable, applied research projects that
are of social relevance, thereby also bridging the gap between corporate and academia.
CSR at Mphasis is implemented through Mphasis F1 Foundation (an
independent registered Trust). During the year, the Company spent Rs 323.98 million on the
CSR expenditure as against the mandated spend of Rs 323.81 million. The CSR Annual Report
for the year ended 31 March 2023 is annexed and forms part of this Report.
The highlights of your Company's CSR activities are described in
detail on the website of the Company at: https://www.mphasis.com/
home/corporate/communitv-social-responsibilitv.html.
PREVENTION OF SEXUAL HARASSMENT (POSH)
Your Company is committed to ensuring workplace free from sexual
harassment and providing a mechanism for redressal of complaints of sexual harassment
without fear or threat of reprisals in any form or manner whatsoever to all its employees
irrespective of their gender and sexuality.
Your Company has Sexual Harassment policies covering PoSH India policy
which is in adherence to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (the "POSH Act") which is applicable for
women employees in India and a Global POSH policy which applies to all other employees
except women employees in India.
During FY23, 50 sexual harassment complaints were filed, of which 45
complaints were disposed and 5 complaints are under progress for being resolved, which are
within the prescribed time limits.
ESTABLISHMENT OF VIGIL MECHANISM
Mphasis Code of Conduct requires directors, officers, and employees to
observe high standards of business and personal ethics in the conduct of their duties and
responsibilities. The Company has a Whistleblower Policy to enable persons who observe
unethical practice (whether or not a violation of law), or violation of the Code of
Business Conduct, other than matters covered by the POSH Policy to approach the
Whistleblower Custodian without revealing their identity, if they choose to do so. Further
the complaint can be reported to the Ombudsperson (Chairman of the Audit Committee) where
the Complainant feels that the complaint has not been addressed or actioned in a timely
and appropriate manner. Also, if the complaint is against any member of the Whistleblower
Committee or the Executive Council, the same would be made to the Ombudsperson. This
Policy governs reporting and investigation of allegations that are breach of Code of
Business Conduct and violation under code for prevention of Insider Trading. The Policy
covers all Mphasis group companies and its affiliates, Directors and further extends to
all Mphasis suppliers and contractors engaged in rendering the services.
DIRECTORS AND KMP
In accordance with Section 152 of the Companies Act, 2013, Mr. Amit
Dixit (DIN: 01798942), Mr. Marshall Jan Lux (DIN: 08178748) and Mr. Kabir Mathur (DIN:
08635072) will retire by rotation at the ensuing Annual General Meeting and are eligible
for re-election.
The Board recommends the re-appointment of the above directors for
approval of the members. Necessary resolutions in connection with the above are being
placed for approval of the members at the ensuing Annual General Meeting.
STATUTORY AUDITORS
The members at the twenty seventh Annual General Meeting held on 7
August 2018, approved appointment of B S R & Co. LLP, Chartered Accountants (Firm
Registration No. 101248W/W-100022), as the Statutory Auditors to hold office from the
conclusion of the twenty seventh Annual General Meeting till the conclusion of the thirty
second Annual General Meeting. Consequently, B S R & Co. LLP will complete their term
of five consecutive years as the statutory auditors of the Company at the conclusion of
this Annual General Meeting.
The Board of Directors of the Company (‘Board'), based on the
recommendation of the Audit Committee, in its meeting held on 27 April 2023, unanimously
approved the re-appointment of B S R & Co. LLP, as the Statutory Auditors of the
Company, for a further consecutive term of five years from the conclusion of thirty second
Annual General Meeting till the conclusion of thirty seventh Annual General Meeting, at a
remuneration as may be mutually agreed between the Board and the Statutory Auditors and
recommended the same for approval of the shareholders.
B S R & Co. LLP have consented to their re-appointment as the
Statutory Auditors and have confirmed that the re-appointment, if made, would be within
the limits specified under Section 141(3)(g) of the Companies Act, 2013 and that they are
not disqualified to be re-appointed as the Statutory Auditors in terms of the provisions
of Sections 139 and 141 of the Companies Act, 2013 and the Rules made thereunder.
As required under the Companies Act, 2013, approval of the members is
being sought for re-appointment of B S R & Co. LLP, Chartered Accountants,
(Registration No.101248W/W-100022) as the Statutory Auditors of the Company and to fix
their remuneration, by means of an Ordinary Resolution. The Board recommends the
re-appointment of BSR & Co., LLP for approval of the members at the ensuing Annual
General Meeting.
There are no qualifications, reservations or adverse remarks made by
the Statutory Auditors in their audit reports on the financial statements for the year
ended 31 March 2023.
SECRETARIAL AUDITOR
The Board had in its meeting held on 19 January 2023 appointed Mr. S P
Nagarajan, Practicing Company Secretary (CP No. 4738), as the Secretarial Auditor for the
financial year ended 31 March 2023. In addition, as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the secretarial audit of
Msource (India) Private Limited, a material subsidiary, has also been carried out.
As required under the Section 204 of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the secretarial audit
reports of the Company and its material subsidiary for FY23 are annexed and forms part of
this Report. The audit reports do not contain any qualification, reservation or adverse
remarks.
DIRECTORS' RESPONSIBILITY STATEMENT
Information as per Section 134(5) of the Companies Act, 2013, is
annexed and forms part of the Report. Further, based on the confirmation and certificates
received, the Board confirms that the Company has complied with the Secretarial Standards
on the Board Meetings issued by the Institute of Company Secretaries of India, as
applicable to the Company, during the financial year ended 31 March 2023.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Sustainability and social responsibility have always been the
cornerstone of your Company. As a responsible and conscious corporate citizen, your
Company is committed to integrating sustainability across its operations and demonstrate
what it means to be a leader in the industry by setting exceptional standards driven by a
purpose-led approach to solving challenges. Your Company is striving to accelerate its
commitment to tackle climate change by investing in renewable energy, efficient waste and
water management and other green initiatives. To have a long-term influence on the planet
and all its stakeholders, your Company has integrated environmental goals into the
business strategy, risks, and procedures. As an organization that is fuelled by
innovation, your Company places great value on people to grow as a company and maximize
positive outcomes by focusing on certain key areas - diversity, equity, and inclusion,
learning and development and employee well-being. The details of ESG initiatives are
available on our website at https://www.mphasis.com/home/esg.html.
Your Company has reported BRSR for FY23 and the same detailing the
business responsibility and sustainability practices is uploaded on the website of the
Company at www.mphasis.com under financials and filling section of the Investor
page and forms part of the Annual Report.
OTHER DISCLOSURES SUBSIDIARIES
As on 31 March 2023, your Company has subsidiaries in Australia,
Belgium, Canada, France, Germany, India, Ireland, Mauritius, Netherlands, People's
Republic of China, Philippines, Poland, Singapore, the United Kingdom and the United
States of America. In addition, the overseas subsidiaries have branches in Argentina,
Canada, Costa Rica, France, Hungary, Japan, Malaysia, Mexico, People's Republic of
China, Sweden, Switzerland and Taiwan.
In accordance with Section 129 (3) of the Companies Act, 2013 the
consolidated financial statements are attached to this Annual Report. Further, a statement
containing salient features of the financial statements of subsidiaries in the prescribed
Form AOC-1 is annexed to this Report. The statements provide the performance and financial
position of each of the subsidiaries.
The audited financial statements of the subsidiaries are available for
inspection of the members at the Registered Office of the Company and are also being
uploaded on the website of the Company, www.mphasis.com. A translated copy of the
financial statements has been provided where such financial statements are in the foreign
language.
A copy of the above financial statements shall be sent to the members
upon request.
EMPLOYEES STOCK OPTION PLANS AND RESTRICTED STOCK UNIT PLANS
The Company's Employee Stock Option Plans (ESOPs) are administered
through the Mphasis Employees Equity Reward Trust and the Restricted Stock Unit Plans
(RSUs) are administered through the Mphasis Employees Benefit Trust. Further, all the
plans are administered by the ESOP Compensation Committee of the Board.
The Company currently has three stock option plans in operation,
namely, Mphasis Employees Stock Option Plan - 1998 (ESOP 1998) (Version I & II),
Mphasis Employees Stock Option Plan - 2016 (ESOP 2016) and Restricted Stock Units Plan
2021 (RSU 2021). During the year ended 31 March 2023, the Company has allotted 582,327
equity shares pursuant to the exercise of stock options and restricted stock units.
Further, during the year ended 31 March 2023, the ESOP Compensation Committee granted
188,550 stock options and 33,550 stock units to the eligible employees.
The information to be disclosed as per SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, for the year ended 31 March 2023 is annexed
to the Board's Report and is also uploaded on the website of the Company at www.mphasis.com.
DIRECTORS' INTEREST AND RELATED PARTY DISCLOSURES
No director was interested in any contracts or arrangements existing
during or at the end of the year that was significant in relation to the business of the
Company. No director holds any shares or stock options in the Company as on 31 March 2023
except Mr. Davinder Singh Brar, Chairman, who holds 28 shares and Mr. Nitin Rakesh, Chief
Executive Officer and Managing Director, who holds 159,429 shares ( and holds 981,226
stock options and 310,677 stock units). None of the directors had any other interest in
the share capital of the Company as at 31 March 2023. All the transactions entered into
with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, during FY23 were in the ordinary course of business and at arm's length basis.
The Company has a policy for dealing with Related Party Transactions
which has been uploaded on the Company's website at www.mphasis.com. The
particulars of the contract or arrangements with the Related Parties in form AOC-2 is
annexed and forms part of this Report.
The related party disclosures are made to the Stock Exchanges on a half
yearly basis as required under Regulation 23(9) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the same is available on our website at www.mphasis.com.
SHARE CAPITAL
During the year under review, the Company has allotted, on various
dates, 582,327 equity shares pursuant to the exercise of stock options and restricted
stock units. The Issued Share Capital of the Company as on 31 March 2023 stood at '1,884
million and Reserves and Surplus stood at '77,464 million (consolidated basis) and '48,203
million (standalone basis) respectively.
PARTICULARS OF EMPLOYEES' REMUNERATION
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in an
annexure and forms part of this report.
However, in terms of Section 136(1) of the Companies Act, 2013, the
report is being sent to the Members excluding the aforesaid annexure and shall be
available for inspection of the members, till the date of the Annual General Meeting, at
the registered office of the Company during working hours. Any Member interested in
obtaining a copy of the annexure may write to the Company Secretary at the Registered
Office of the Company.
In terms of proviso to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees posted and
working in a country outside India is not circulated to the members, but same shall be
filed with the Registrar of Companies while filing the Financial Statements and
Board's Report.
ANNUAL RETURN
The Annual Return of the Company as at 31 March 2023 in Form MGT-7 is
uploaded on the website of the Company under financials and filings section at https://www.mphasis.com/home/corporate/investors.html.
The Annual Return will be filed with the Registrar of Companies, after the Annual General
Meeting, within the prescribed time.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of Loans, Guarantees and Investments under Section 186
of the Companies Act, 2013 are disclosed in the financial statements of the Company.
DEPOSITS
Your Company has not accepted any deposits from the public and as such
no principal or interest was outstanding as on the date of the Balance Sheet.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY:
Your Company is committed towards energy conservation. We recognize
energy efficiency plays central role in lowering your Company's operational Green
House Gas emissions. Various improvements and initiatives are implemented to enhance
efficiency through technological upgrades and effective monitoring of operational and
maintenance activities. Your Company has been able to reduce the electricity consumption
and carbon footprint over the years through effective energy management and sustainable
initiatives including installation of LED lamps, hydrogen sensors for data rooms,
occupancy sensors at the office premises and procurement of new state of art/energy
efficient VRV AC units and PAC units which replaced the old and inefficient AC units. The
new AC equipment's are with R407c and R410a refrigerants which don't deplete
Ozone layer, hence are environment friendly.
Your Company has been one of the early adopters of renewable energy and
strives to move towards the same. Your Company has Installed solar panels with a capacity
of 10KW at Mangalore facility and solar inverters at identified facilities to promote
sustainable energy usage. Year on year target has been set for reduction of energy
consumption by 5% and carbon footprint by 1% and the set targets are consistently
achieved. The energy and carbon footprints are monitored through in-house developed Energy
Management System Application.
One of the Company's facilities at Bengaluru has been certified
LEED (Leadership in Energy and Environmental Design) Gold by United States Green Building
Council (USGBC). The key facilities have been awarded with 5-star, 4-star and 3-star
rating by Bureau of Energy Efficiency, Government of India (BEE) for the last 7 years. The
rating is a nationally accepted industry benchmark and Mphasis is certified by BEE in
India. The Company has been awarded, by Confederation of Indian Industry, an Environment,
Health and Safety (EHS) Award with a *** (3 star) and **** (4 star) rating for the
facilities at Bengaluru appreciating its sustainable initiatives. Some of the
Company's facilities in Bengaluru are certified for ISO 14001:2015 by British
Standards Institution (BSI) showcasing the demonstration and competence towards the
environmental management system.
B. TECHNOLOGY ABSORPTION:
Particulars relating to technology absorption are not applicable.
C. FOREIGN EXCHANGE EARNINGS OR OUTGO:
(Rs million)
| (a) Foreign Exchange earned in terms of actual inflows during
the year |
87,377 |
| (b) Foreign Exchange outgo in terms of actual outflows during
the year |
37,821 |
D. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
During the year under review, there were no significant material orders
passed by the Regulators or the Courts, Tribunals impacting the going concern status and
the Company's operations in future.
ACKNOWLEDGMENT
Your directors acknowledge with thanks the continued support and
valuable co-operation extended by the business constituents, investors, vendors, bankers
and shareholders of the Company. The directors place on record their appreciation for the
support from the Software Technology Parks of India, the Department of Communication and
Information Technology, the Government of India, Government of Karnataka, Telangana,
Maharashtra, Tamil Nadu, Reserve Bank of India, other governmental agencies, Trade
Associations and NASSCOM. Your directors also thank the government agencies of various
other countries where your Company has operations.
Your directors would like to place on record their appreciation for the
Employees of the Company and its subsidiaries, at all levels, for their hard work and
commitment. Their dedication and competence have ensured that the Company continues to be
a significant and leading player in the industry.
|
For and on behalf of the Board of Directors |
| New Delhi, India |
D S Brar |
| 27 April 2023 |
Chairman |
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