[10-Q] WNS (Holdings) Limited Quarterly Earnings Report
WNS (Holdings) Limited – Q1 FY26 (quarter ended 30 Jun 2025)
- Revenue grew 9.5 % YoY to $353.8 m.
- Gross profit $116.6 m; margin 32.9 % (-2.3 pp).
- Operating income $33.1 m (-14 % YoY); operating margin 9.4 %.
- Net income $21.8 m (-24.8 %); diluted EPS $0.48 vs $0.61.
Cash from operations improved to $29.5 m, but $75.4 m was spent on share buy-backs, reducing cash to $100.9 m (-6 % q-o-q). Total debt slipped to $212.0 m while short-term borrowings climbed to $55 m.
The company cancelled 4.1 m treasury shares, cutting shares outstanding 7.5 % to 42.9 m. Share-based compensation expense was $11.7 m.
WNS closed the $66.1 m acquisition of Haukea Holdings (Kipi.ai), adding $53.9 m goodwill and expanding analytics/AI capabilities. Lease ROU assets rose $20.9 m as additional delivery-center space was secured.
Other comprehensive income of $2.0 m reflected INR strength partly offset by hedge losses. Management highlights FX volatility, client concentration, competitive BPM dynamics and the pending Capgemini S.E. takeover as key risks.
WNS (Holdings) Limited – Q1 FY26 (trimestre terminato il 30 giugno 2025)
- I ricavi sono cresciuti del 9,5% su base annua, raggiungendo 353,8 milioni di dollari.
- Il profitto lordo è stato di 116,6 milioni di dollari; margine del 32,9% (-2,3 punti percentuali).
- Il reddito operativo è stato di 33,1 milioni di dollari (-14% su base annua); margine operativo del 9,4%.
- Il reddito netto è stato di 21,8 milioni di dollari (-24,8%); EPS diluito di 0,48 dollari contro 0,61 dollari.
Il flusso di cassa operativo è migliorato a 29,5 milioni di dollari, ma sono stati spesi 75,4 milioni per il riacquisto di azioni, riducendo la liquidità a 100,9 milioni (-6% trimestre su trimestre). Il debito totale è sceso a 212,0 milioni mentre i prestiti a breve termine sono saliti a 55 milioni.
L’azienda ha annullato 4,1 milioni di azioni proprie, riducendo le azioni in circolazione del 7,5% a 42,9 milioni. La spesa per compensi basati su azioni è stata di 11,7 milioni di dollari.
WNS ha completato l’acquisizione da 66,1 milioni di Haukea Holdings (Kipi.ai), aggiungendo 53,9 milioni di avviamento e ampliando le capacità di analytics e intelligenza artificiale. Gli asset ROU da leasing sono aumentati di 20,9 milioni grazie all’acquisizione di ulteriori spazi per centri di consegna.
Altri utili complessivi per 2,0 milioni riflettono la forza della rupia indiana, parzialmente compensata da perdite su coperture. La direzione segnala come rischi principali la volatilità dei cambi, la concentrazione dei clienti, la concorrenza nel settore BPM e l’imminente acquisizione da parte di Capgemini S.E.
WNS (Holdings) Limited – 1T FY26 (trimestre cerrado el 30 de junio de 2025)
- Los ingresos crecieron un 9,5 % interanual hasta 353,8 millones de dólares.
- El beneficio bruto fue de 116,6 millones de dólares; margen del 32,9 % (-2,3 puntos porcentuales).
- El ingreso operativo fue de 33,1 millones de dólares (-14 % interanual); margen operativo del 9,4 %.
- El ingreso neto fue de 21,8 millones de dólares (-24,8 %); EPS diluido de 0,48 dólares frente a 0,61 dólares.
El flujo de caja operativo mejoró a 29,5 millones de dólares, pero se gastaron 75,4 millones en recompra de acciones, reduciendo el efectivo a 100,9 millones (-6 % trimestre a trimestre). La deuda total bajó a 212,0 millones, mientras que los préstamos a corto plazo aumentaron a 55 millones.
La empresa canceló 4,1 millones de acciones en tesorería, reduciendo las acciones en circulación un 7,5 % a 42,9 millones. El gasto por compensación basada en acciones fue de 11,7 millones de dólares.
WNS cerró la adquisición de Haukea Holdings (Kipi.ai) por 66,1 millones, sumando 53,9 millones en plusvalía y ampliando capacidades en análisis e inteligencia artificial. Los activos ROU de arrendamiento aumentaron 20,9 millones al asegurar espacio adicional para centros de entrega.
Otros ingresos integrales por 2,0 millones reflejaron la fortaleza de la rupia india, parcialmente compensada por pérdidas en coberturas. La gerencia destaca como riesgos clave la volatilidad cambiaria, concentración de clientes, dinámica competitiva en BPM y la próxima adquisición por Capgemini S.E.
WNS (Holdings) Limited – 2026 회계연도 1분기 (2025년 6월 30일 종료 분기)
- 매출은 전년 동기 대비 9.5% 증가하여 3억 5,380만 달러를 기록했습니다.
- 총이익은 1억 1,660만 달러; 마진은 32.9% (-2.3%포인트).
- 영업이익은 3,310만 달러로 전년 대비 14% 감소; 영업이익률은 9.4%.
- 순이익은 2,180만 달러로 24.8% 감소; 희석 주당순이익(EPS)은 0.48달러로, 이전 0.61달러 대비 하락.
영업활동 현금흐름은 2,950만 달러로 개선되었으나, 자사주 매입에 7,540만 달러를 지출해 현금 보유액은 1억 900만 달러로 분기 대비 6% 감소했습니다. 총 부채는 2억 1,200만 달러로 소폭 감소했으며 단기 차입금은 5,500만 달러로 증가했습니다.
회사는 410만 주의 자사주를 소각하여 유통 주식 수를 7.5% 줄인 4,290만 주로 만들었습니다. 주식기반 보상비용은 1,170만 달러였습니다.
WNS는 6,610만 달러 규모의 Haukea Holdings (Kipi.ai) 인수를 완료하여 5,390만 달러의 영업권을 추가하고 분석 및 AI 역량을 확장했습니다. 리스 사용권 자산은 추가 배송 센터 공간 확보로 2,090만 달러 증가했습니다.
기타 포괄손익 200만 달러는 인도 루피 강세를 반영했으나 헤지 손실로 일부 상쇄되었습니다. 경영진은 환율 변동성, 고객 집중도, 경쟁적인 BPM 환경, 그리고 예정된 Capgemini S.E. 인수를 주요 리스크로 강조했습니다.
WNS (Holdings) Limited – T1 exercice 26 (trimestre clos le 30 juin 2025)
- Le chiffre d’affaires a augmenté de 9,5 % en glissement annuel pour atteindre 353,8 millions de dollars.
- Le bénéfice brut s’élève à 116,6 millions de dollars ; marge de 32,9 % (-2,3 points).
- Le résultat d’exploitation est de 33,1 millions de dollars (-14 % en glissement annuel) ; marge d’exploitation de 9,4 %.
- Le résultat net est de 21,8 millions de dollars (-24,8 %) ; BPA dilué de 0,48 $ contre 0,61 $.
Les flux de trésorerie provenant des opérations se sont améliorés à 29,5 millions de dollars, mais 75,4 millions ont été dépensés pour des rachats d’actions, réduisant la trésorerie à 100,9 millions (-6 % trimestre sur trimestre). La dette totale a diminué à 212,0 millions tandis que les emprunts à court terme ont augmenté à 55 millions.
La société a annulé 4,1 millions d’actions propres, réduisant le nombre d’actions en circulation de 7,5 % à 42,9 millions. Les charges liées aux rémunérations en actions se sont élevées à 11,7 millions de dollars.
WNS a finalisé l’acquisition de Haukea Holdings (Kipi.ai) pour 66,1 millions, ajoutant 53,9 millions de goodwill et renforçant ses capacités en analytique et intelligence artificielle. Les actifs au titre des droits d’usage des baux ont augmenté de 20,9 millions grâce à l’obtention d’espaces supplémentaires pour les centres de livraison.
Les autres éléments du résultat global de 2,0 millions reflètent la force de la roupie indienne, partiellement compensée par des pertes sur couvertures. La direction souligne comme principaux risques la volatilité des changes, la concentration des clients, la dynamique concurrentielle du BPM et la prise de contrôle imminente par Capgemini S.E.
WNS (Holdings) Limited – Q1 GJ26 (Quartal zum 30. Juni 2025)
- Der Umsatz stieg im Jahresvergleich um 9,5 % auf 353,8 Mio. USD.
- Bruttogewinn 116,6 Mio. USD; Marge 32,9 % (-2,3 Prozentpunkte).
- Operatives Ergebnis 33,1 Mio. USD (-14 % J/J); operative Marge 9,4 %.
- Nettoeinkommen 21,8 Mio. USD (-24,8 %); verwässertes Ergebnis je Aktie (EPS) 0,48 USD gegenüber 0,61 USD.
Der operative Cashflow verbesserte sich auf 29,5 Mio. USD, jedoch wurden 75,4 Mio. USD für Aktienrückkäufe ausgegeben, wodurch der Kassenbestand auf 100,9 Mio. USD (-6 % Quartal zu Quartal) sank. Die Gesamtschulden sanken auf 212,0 Mio. USD, während die kurzfristigen Verbindlichkeiten auf 55 Mio. USD stiegen.
Das Unternehmen strich 4,1 Mio. eigene Aktien und verringerte die ausstehenden Aktien um 7,5 % auf 42,9 Mio. Die aktienbasierte Vergütung betrug 11,7 Mio. USD.
WNS schloss die Übernahme von Haukea Holdings (Kipi.ai) für 66,1 Mio. USD ab, wodurch ein Firmenwert von 53,9 Mio. USD hinzukam und die Analytics- und KI-Fähigkeiten erweitert wurden. Die Nutzungsrechte aus Leasingverträgen stiegen um 20,9 Mio. USD, da zusätzlicher Platz für Lieferzentren gesichert wurde.
Sonstige Gesamterträge von 2,0 Mio. USD spiegelten die Stärke der indischen Rupie wider, wurden jedoch teilweise durch Hedge-Verluste ausgeglichen. Das Management hebt Wechselkursvolatilität, Kundenkonzentration, den wettbewerbsintensiven BPM-Markt und die bevorstehende Übernahme durch Capgemini S.E. als wesentliche Risiken hervor.
- Revenue up 9.5 % YoY, outpacing sector growth.
- Operating cash flow +38 % YoY to $29.5 m.
- 4.1 m shares cancelled, reducing share count 7.5 % and supporting EPS.
- Acquisition of Haukea Holdings (Kipi.ai) strengthens AI/analytics offering at reasonable multiple.
- Net income down 24.8 %; diluted EPS fell to $0.48.
- Gross and operating margins compressed by ~230 bp and 250 bp respectively.
- Short-term borrowings increased to $55 m, raising liquidity risk.
- $75 m share repurchase drained cash, lowering balance to $100.9 m.
- Goodwill ballooned to $417.5 m, heightening impairment exposure.
Insights
TL;DR: Strong top-line, but profit drop and higher leverage neutralize buy-back benefits; overall mixed quarter.
Revenue growth outpaced industry BPM averages, yet gross and operating margins narrowed as staff costs and G&A rose 15 % YoY. Net margin fell to 6.1 % (9.0 % prior). Share repurchases and cancellation lifted per-share metrics but drained $75 m cash and pushed short-term debt to $55 m. Free cash flow coverage of total debt is modest (FCF/ND≈0.17). Investors should watch integration costs for Kipi.ai and capacity additions that lifted lease liabilities 12 %. Guidance absent; risk/reward looks balanced.
TL;DR: Kipi.ai buy advances data-analytics stack and may enhance valuation ahead of Capgemini deal.
The $66 m cash purchase prices Kipi.ai at ~2.3× annualised revenue (peer median 3-4×), suggesting a favorable entry. Goodwill allocation across MRHP/BFSI/HCLS fits WNS’ domain model. Earn-out structure caps downside. Rapid integration is essential to protect the pending Capgemini transaction where digital capability is a core premise. Overall, strategically accretive with manageable execution risk.
WNS (Holdings) Limited – Q1 FY26 (trimestre terminato il 30 giugno 2025)
- I ricavi sono cresciuti del 9,5% su base annua, raggiungendo 353,8 milioni di dollari.
- Il profitto lordo è stato di 116,6 milioni di dollari; margine del 32,9% (-2,3 punti percentuali).
- Il reddito operativo è stato di 33,1 milioni di dollari (-14% su base annua); margine operativo del 9,4%.
- Il reddito netto è stato di 21,8 milioni di dollari (-24,8%); EPS diluito di 0,48 dollari contro 0,61 dollari.
Il flusso di cassa operativo è migliorato a 29,5 milioni di dollari, ma sono stati spesi 75,4 milioni per il riacquisto di azioni, riducendo la liquidità a 100,9 milioni (-6% trimestre su trimestre). Il debito totale è sceso a 212,0 milioni mentre i prestiti a breve termine sono saliti a 55 milioni.
L’azienda ha annullato 4,1 milioni di azioni proprie, riducendo le azioni in circolazione del 7,5% a 42,9 milioni. La spesa per compensi basati su azioni è stata di 11,7 milioni di dollari.
WNS ha completato l’acquisizione da 66,1 milioni di Haukea Holdings (Kipi.ai), aggiungendo 53,9 milioni di avviamento e ampliando le capacità di analytics e intelligenza artificiale. Gli asset ROU da leasing sono aumentati di 20,9 milioni grazie all’acquisizione di ulteriori spazi per centri di consegna.
Altri utili complessivi per 2,0 milioni riflettono la forza della rupia indiana, parzialmente compensata da perdite su coperture. La direzione segnala come rischi principali la volatilità dei cambi, la concentrazione dei clienti, la concorrenza nel settore BPM e l’imminente acquisizione da parte di Capgemini S.E.
WNS (Holdings) Limited – 1T FY26 (trimestre cerrado el 30 de junio de 2025)
- Los ingresos crecieron un 9,5 % interanual hasta 353,8 millones de dólares.
- El beneficio bruto fue de 116,6 millones de dólares; margen del 32,9 % (-2,3 puntos porcentuales).
- El ingreso operativo fue de 33,1 millones de dólares (-14 % interanual); margen operativo del 9,4 %.
- El ingreso neto fue de 21,8 millones de dólares (-24,8 %); EPS diluido de 0,48 dólares frente a 0,61 dólares.
El flujo de caja operativo mejoró a 29,5 millones de dólares, pero se gastaron 75,4 millones en recompra de acciones, reduciendo el efectivo a 100,9 millones (-6 % trimestre a trimestre). La deuda total bajó a 212,0 millones, mientras que los préstamos a corto plazo aumentaron a 55 millones.
La empresa canceló 4,1 millones de acciones en tesorería, reduciendo las acciones en circulación un 7,5 % a 42,9 millones. El gasto por compensación basada en acciones fue de 11,7 millones de dólares.
WNS cerró la adquisición de Haukea Holdings (Kipi.ai) por 66,1 millones, sumando 53,9 millones en plusvalía y ampliando capacidades en análisis e inteligencia artificial. Los activos ROU de arrendamiento aumentaron 20,9 millones al asegurar espacio adicional para centros de entrega.
Otros ingresos integrales por 2,0 millones reflejaron la fortaleza de la rupia india, parcialmente compensada por pérdidas en coberturas. La gerencia destaca como riesgos clave la volatilidad cambiaria, concentración de clientes, dinámica competitiva en BPM y la próxima adquisición por Capgemini S.E.
WNS (Holdings) Limited – 2026 회계연도 1분기 (2025년 6월 30일 종료 분기)
- 매출은 전년 동기 대비 9.5% 증가하여 3억 5,380만 달러를 기록했습니다.
- 총이익은 1억 1,660만 달러; 마진은 32.9% (-2.3%포인트).
- 영업이익은 3,310만 달러로 전년 대비 14% 감소; 영업이익률은 9.4%.
- 순이익은 2,180만 달러로 24.8% 감소; 희석 주당순이익(EPS)은 0.48달러로, 이전 0.61달러 대비 하락.
영업활동 현금흐름은 2,950만 달러로 개선되었으나, 자사주 매입에 7,540만 달러를 지출해 현금 보유액은 1억 900만 달러로 분기 대비 6% 감소했습니다. 총 부채는 2억 1,200만 달러로 소폭 감소했으며 단기 차입금은 5,500만 달러로 증가했습니다.
회사는 410만 주의 자사주를 소각하여 유통 주식 수를 7.5% 줄인 4,290만 주로 만들었습니다. 주식기반 보상비용은 1,170만 달러였습니다.
WNS는 6,610만 달러 규모의 Haukea Holdings (Kipi.ai) 인수를 완료하여 5,390만 달러의 영업권을 추가하고 분석 및 AI 역량을 확장했습니다. 리스 사용권 자산은 추가 배송 센터 공간 확보로 2,090만 달러 증가했습니다.
기타 포괄손익 200만 달러는 인도 루피 강세를 반영했으나 헤지 손실로 일부 상쇄되었습니다. 경영진은 환율 변동성, 고객 집중도, 경쟁적인 BPM 환경, 그리고 예정된 Capgemini S.E. 인수를 주요 리스크로 강조했습니다.
WNS (Holdings) Limited – T1 exercice 26 (trimestre clos le 30 juin 2025)
- Le chiffre d’affaires a augmenté de 9,5 % en glissement annuel pour atteindre 353,8 millions de dollars.
- Le bénéfice brut s’élève à 116,6 millions de dollars ; marge de 32,9 % (-2,3 points).
- Le résultat d’exploitation est de 33,1 millions de dollars (-14 % en glissement annuel) ; marge d’exploitation de 9,4 %.
- Le résultat net est de 21,8 millions de dollars (-24,8 %) ; BPA dilué de 0,48 $ contre 0,61 $.
Les flux de trésorerie provenant des opérations se sont améliorés à 29,5 millions de dollars, mais 75,4 millions ont été dépensés pour des rachats d’actions, réduisant la trésorerie à 100,9 millions (-6 % trimestre sur trimestre). La dette totale a diminué à 212,0 millions tandis que les emprunts à court terme ont augmenté à 55 millions.
La société a annulé 4,1 millions d’actions propres, réduisant le nombre d’actions en circulation de 7,5 % à 42,9 millions. Les charges liées aux rémunérations en actions se sont élevées à 11,7 millions de dollars.
WNS a finalisé l’acquisition de Haukea Holdings (Kipi.ai) pour 66,1 millions, ajoutant 53,9 millions de goodwill et renforçant ses capacités en analytique et intelligence artificielle. Les actifs au titre des droits d’usage des baux ont augmenté de 20,9 millions grâce à l’obtention d’espaces supplémentaires pour les centres de livraison.
Les autres éléments du résultat global de 2,0 millions reflètent la force de la roupie indienne, partiellement compensée par des pertes sur couvertures. La direction souligne comme principaux risques la volatilité des changes, la concentration des clients, la dynamique concurrentielle du BPM et la prise de contrôle imminente par Capgemini S.E.
WNS (Holdings) Limited – Q1 GJ26 (Quartal zum 30. Juni 2025)
- Der Umsatz stieg im Jahresvergleich um 9,5 % auf 353,8 Mio. USD.
- Bruttogewinn 116,6 Mio. USD; Marge 32,9 % (-2,3 Prozentpunkte).
- Operatives Ergebnis 33,1 Mio. USD (-14 % J/J); operative Marge 9,4 %.
- Nettoeinkommen 21,8 Mio. USD (-24,8 %); verwässertes Ergebnis je Aktie (EPS) 0,48 USD gegenüber 0,61 USD.
Der operative Cashflow verbesserte sich auf 29,5 Mio. USD, jedoch wurden 75,4 Mio. USD für Aktienrückkäufe ausgegeben, wodurch der Kassenbestand auf 100,9 Mio. USD (-6 % Quartal zu Quartal) sank. Die Gesamtschulden sanken auf 212,0 Mio. USD, während die kurzfristigen Verbindlichkeiten auf 55 Mio. USD stiegen.
Das Unternehmen strich 4,1 Mio. eigene Aktien und verringerte die ausstehenden Aktien um 7,5 % auf 42,9 Mio. Die aktienbasierte Vergütung betrug 11,7 Mio. USD.
WNS schloss die Übernahme von Haukea Holdings (Kipi.ai) für 66,1 Mio. USD ab, wodurch ein Firmenwert von 53,9 Mio. USD hinzukam und die Analytics- und KI-Fähigkeiten erweitert wurden. Die Nutzungsrechte aus Leasingverträgen stiegen um 20,9 Mio. USD, da zusätzlicher Platz für Lieferzentren gesichert wurde.
Sonstige Gesamterträge von 2,0 Mio. USD spiegelten die Stärke der indischen Rupie wider, wurden jedoch teilweise durch Hedge-Verluste ausgeglichen. Das Management hebt Wechselkursvolatilität, Kundenkonzentration, den wettbewerbsintensiven BPM-Markt und die bevorstehende Übernahme durch Capgemini S.E. als wesentliche Risiken hervor.
Table of Contents
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 |
Not Applicable | ||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
India HYLO, 23rd floor, 103-105 Bunhill Row, Old Street, London NY |
ECY1Y 8LZ | |
(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 | ||||||
Table of Contents
Item No. |
Page No. |
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PART I |
Financial Information |
|||||||||
| 1. | Unaudited Consolidated Financial Statements | |||||||||
| Unaudited Consolidated Balance Sheets as at June 30, 2025 and March 31, 2025 | F-4 | |||||||||
| Unaudited Consolidated Statements Of Income for the Three Months Ended June 30, 2025 and 2024 | F-6 | |||||||||
| Unaudited Consolidated Statements Of Comprehensive Income for Three Months Ended June 30, 2025 and 2024 | F-7 | |||||||||
| Unaudited Consolidated Statements Of Shareholders Equity for the Three Months Ended June 30, 2025 and 2024 | F-8 | |||||||||
| Unaudited Consolidated Statements Of Cash Flows for the Three Months Ended June 30, 2025 and 2024 | F-10 | |||||||||
| Notes To Unaudited Consolidated Financial Statements | F-11 | |||||||||
| 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 1 | ||||||||
| 3. | Quantitative and Qualitative Disclosures About Market Risk | 37 | ||||||||
| 4. | Controls and Procedures | 39 | ||||||||
PART II |
Other Information |
II-1 | ||||||||
| 1. | Legal Proceedings | II-1 | ||||||||
| 1A. | Risk Factors | II-1 | ||||||||
| 2. | Unregistered Sales of Equity Securities and Use of Proceeds | II-2 | ||||||||
| 5. | Other Information | II-4 | ||||||||
| 6. | Exhibits | II-5 | ||||||||
SIGNATURES |
II-6 | |||||||||
| • | our pending acquisition by Capgemini S.E., including our expectations relating to the timing and completion thereof; |
| • | 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; and |
| • | volatility of our share price. |
As at |
||||||||||||
Notes |
June 30, 2025 |
March 31, 2025 |
||||||||||
| ASSETS |
||||||||||||
| Current assets: |
||||||||||||
| Cash and cash equivalents |
5 | $ | $ | |||||||||
| Investments |
||||||||||||
| Accounts receivable, net |
6 |
|||||||||||
| Unbilled revenue |
6 | |||||||||||
| Funds held for clients |
5 | |||||||||||
| Derivative assets |
12 | |||||||||||
| Contract assets |
15 | |||||||||||
| Prepaid expense and other current assets |
||||||||||||
| |
|
|
|
|||||||||
| Total current assets |
||||||||||||
| Goodwill |
7 | |||||||||||
| Other intangible assets, net |
||||||||||||
| Property and equipment, net |
||||||||||||
| Operating lease right-of-use |
8 | |||||||||||
| Derivative assets |
12 | |||||||||||
| Deferred tax assets |
17 | |||||||||||
| Investments |
||||||||||||
| Contract assets |
15 | |||||||||||
| Other assets |
||||||||||||
| |
|
|
|
|||||||||
| TOTAL ASSETS |
$ |
$ |
||||||||||
| |
|
|
|
|||||||||
As at |
||||||||||
Notes |
June 30, 2025 |
March 31, 2025 |
||||||||
LIABILITIES AND EQUITY |
||||||||||
Current liabilities: |
||||||||||
Accounts payables |
$ | $ | ||||||||
Provisions and accrued expenses |
||||||||||
Derivative liabilities |
12 | |||||||||
Pension and other employee obligations |
13 | |||||||||
Short-term borrowings |
10 | |||||||||
Current portion of long-term debt |
10 | |||||||||
Contract liabilities |
15 | |||||||||
Income taxes payable |
17 | |||||||||
Operating lease liabilities |
8 | |||||||||
Other liabilities |
||||||||||
Total current liabilities |
||||||||||
Derivative liabilities |
12 | |||||||||
Pension and other employee obligations, less current portion |
13 | |||||||||
Long-term debt, less current portion |
10 | |||||||||
Contract liabilities |
15 | |||||||||
Operating lease liabilities, less current portion |
8 | |||||||||
Other liabilities, less current portion |
||||||||||
Deferred tax liabilities |
17 | |||||||||
TOTAL LIABILITIES |
$ |
$ |
||||||||
Commitments and contingencies |
20 | |||||||||
Shareholders’ equity: |
||||||||||
Share capital (ordinary shares $ |
14 | |||||||||
Additional paid-in capital |
||||||||||
Retained earnings |
||||||||||
Other reserves, net |
||||||||||
Accumulated other comprehensive loss |
9 | ( |
) | ( |
) | |||||
Total shareholder’s equity, including shares held in treasury |
||||||||||
Less: |
( |
) | ||||||||
Total shareholders’ equity |
$ |
$ |
||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ |
$ |
||||||||
* |
See accompanying notes. |
Notes |
Three months ended June 30, |
|||||||||
2025 |
2024 |
|||||||||
Revenue |
15 | $ | $ | |||||||
Cost of revenue (1) |
||||||||||
Gross profit |
||||||||||
Operating expenses: |
||||||||||
Selling and marketing expenses |
||||||||||
General and administrative expenses |
||||||||||
Foreign exchange (gain)/loss, net |
( |
) | ||||||||
Amortization of intangible assets |
||||||||||
Operating income |
||||||||||
Other income, net |
( |
) | ( |
) | ||||||
Interest expense |
||||||||||
Income before income taxes |
||||||||||
Income tax expense |
17 | |||||||||
Net income |
$ |
$ |
||||||||
Earnings per share |
18 | |||||||||
Basic |
$ | $ | ||||||||
Diluted |
$ | $ | ||||||||
Weighted average number of shares used in computing earnings per share |
18 | |||||||||
Basic |
||||||||||
Diluted |
||||||||||
(1) |
Exclusive of amortization expense |
Three months ended June 30, |
||||||||||||
2025 |
2024 |
|||||||||||
| Net income |
$ | $ | ||||||||||
| Other comprehensive income/(loss), net of taxes |
||||||||||||
| (Loss)/Gain on retirement benefits |
( |
) | ||||||||||
| Foreign currency translation gain/(loss) |
( |
) | ||||||||||
| Losses on cash flow hedges |
( |
) | ( |
) | ||||||||
| |
|
|
|
|||||||||
| Total other comprehensive income/(loss), 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, 2024 |
$ | $ | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||||||||
| Shares issued for exercised options and RSUs (Refer Note 16) |
( |
) | — | — | — | — | — | |||||||||||||||||||||||||||||
| Purchase of treasury shares |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||
| Share-based compensation expense (Refer Note 16) |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Transfer from other reserves on utilization |
— | — | — | ( |
) | — | — | — | — | |||||||||||||||||||||||||||
| Net income |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Other comprehensive loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance as at June 30, 2024 |
$ | $ | $ | $ | $ | ( |
) |
$ | ( |
) |
$ | |||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
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, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||||||
| Shares issued for exercised options and RSUs (Refer Note 16) |
( |
) | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Purchase of treasury shares |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||
| Cancellation of treasury shares (Refer Note 14) |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) | — | — | |||||||||||||||||||||||
| Share-based compensation expense (Refer Note 16) |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Transfer from other reserves on utilization |
— | — | — | ( |
) | — | — | — | — | |||||||||||||||||||||||||||
| Net income |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Other comprehensive income |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Balance as at June 30, 2025 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| * | 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 18). |
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
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 |
( |
) | ( |
) | ||||
(Gain) /loss 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: |
||||||||
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 sold/(purchased), net (short-term) |
( |
) | ||||||
Net cash provided by/(used in) investing activities |
( |
) | ||||||
Cash flows from financing activities: |
||||||||
Payment for repurchase of shares |
( |
) | ( |
) | ||||
Repayment of long-term debt |
( |
) | ( |
) | ||||
Proceeds from long-term debt |
||||||||
Proceeds from short-term borrowings |
||||||||
Payment of debt issuance cost |
( |
) | ( |
) | ||||
Net cash (used in)/provided by 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 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 |
||||||||
a. |
Basis of preparation and consolidation |
b. |
Use of estimates |
a) |
not yet adopted by the Company: |
| 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 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. |
| iii. | 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. |
| iv. | In November 2024, FASB issued ASU No. 2024-03, Codification Improvements—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires the disclosure of: |
| • | the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). |
| • | certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. |
| • | a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. |
| • | the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. |
| v. | In May 2025, FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This ASU revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. |
| vi. | In May 2025, FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) Clarifications to Share-Based Consideration Payable to a Customer. This ASU clarify how to distinguish between service conditions and performance conditions. It also aligns how forfeitures of share-based consideration with service conditions and forfeitures of share-based consideration with performance conditions affect the measurement of the transaction price (which affects revenue recognition timing) to improve the operability of the guidance and the decision usefulness of the resulting financial reporting information.he amendments in this Update affect all entities that issue share-based consideration to a customer that is within the scope of Topic 606. The amendments in this Update clarify that share-based consideration encompasses the same instruments as share-based payment arrangements but the grantee does not need to be a supplier of goods or services to the grantor. Finally, the amendments in this Update clarify that a grantor should not apply the guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer. Therefore, a grantor is required to assess the probability that an award will vest using only the guidance in Topic 718. Under the amendments in this Update, revenue recognition will no longer be delayed when an entity grants awards that are not expected to vest. This is expected to result in estimates of the transaction price that better reflect the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer and, therefore, more decision-useful financial reporting. |
b) |
adopted by the Company: |
| i. | 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. |
a) |
Haukea Holdings Inc. |
Amount |
||||
| Cash |
$ | |||
| Accounts receivables |
||||
| Unbilled revenue |
||||
| Prepaid expense and other current assets |
||||
| Property and equipment |
||||
| Other intangible assets |
||||
| - Customer relationships |
||||
| - Customer contracts |
||||
| Deferred tax assets |
||||
| Current liabilities |
( |
) | ||
| Non-current liabilities |
( |
) | ||
| Deferred tax liabilities |
( |
) | ||
| |
|
|||
| Net assets acquired |
||||
| Less: Purchase consideration |
( |
) | ||
| |
|
|||
| Goodwill on acquisition |
$ |
|||
| |
|
|||
As at |
||||||||
June 30, 2025 |
March 31, 2025 |
|||||||
| Cash and bank balances |
$ | $ | ||||||
| Short-term deposits with banks |
||||||||
| Funds held for clients - Restricted cash |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
As at |
||||||||
June 30, 2025 |
March 31, 2025 |
|||||||
| Account receivables and unbilled revenue |
$ | $ | ||||||
| Less: Allowances for ECL |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
Year ended |
|||||||||||
2025 |
2024 |
March 31, 2025 |
||||||||||
| 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 |
$ |
$ |
$ |
|||||||||
| |
|
|
|
|
|
|||||||
TSLU |
MRHP |
HCLS |
BFSI |
Total |
||||||||||||||||
| Balance as at April 1, 2024 |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
| Goodwill arising on acquisitions (Refer Note 4(a)) |
||||||||||||||||||||
| Translation adjustments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as at March 31, 2025 |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Goodwill arising on acquisitions (Refer Note 4(a)) |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Translation adjustments |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance as at June 30, 2025 |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
As at |
||||||||
June 30, 2025 |
March 31, 2025 |
|||||||
| 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, |
||||||||
2025 |
2024 |
|||||||
| Operating lease cost |
$ | $ | ||||||
| Short-term lease cost |
||||||||
| Variable lease cost |
||||||||
| |
|
|
|
|||||
| Total lease cost |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
| Cash payments for amounts included in the measurement of lease liabilities: |
||||||||
| Operating cash outflows for operating leases |
$ | $ | ||||||
| Right-of-use liabilities-net |
||||||||
| Weighted average remaining lease term (in years) |
||||||||
| Weighted average discount rate |
||||||||
| |
|
|
|
|||||
| Period range |
Operating lease |
|||
| July 1, 2025 to March 31, 2026 |
$ | |||
| 2027 |
||||
| 2028 |
||||
| 2029 |
||||
| 2030 |
||||
| Thereafter |
||||
| |
|
|||
| Total lease payments |
$ |
|||
| |
|
|||
| Less: imputed interest |
$ | |||
| |
|
|||
| Total operating lease liabilities |
$ |
|||
| |
|
|||
| Period range |
Operating lease |
|||
| 2026 |
$ | |||
| 2027 |
||||
| 2028 |
||||
| 2029 |
||||
| 2030 |
||||
| 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 of April 1, 2025 |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
( |
) | ||||||
| Gains / (losses) recognized during the period |
( |
) | ( |
) | ( |
) | ||||||||||
| Reclassification to net income |
||||||||||||||||
| Income tax effects |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Accumulated other comprehensive loss as of June 30, 2025 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| Balance as of April 1, 2024 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
| Gains / (losses) recognized during the period |
( |
) | ( |
) | ( |
) | ||||||||||
| Reclassification to net income |
||||||||||||||||
| Income tax effects |
( |
) | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Accumulated other comprehensive loss as of June 30, 2024 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
| |
|
|
|
|
|
|
|
|||||||||
As at |
||||||||||||||
Currency |
Interest rate |
Final maturity (financial year) |
June 30, 2025 |
March 31, 2025 |
||||||||||
US dollars |
$ | $ | ||||||||||||
US dollars |
||||||||||||||
Sterling Pound |
||||||||||||||
US dollars |
||||||||||||||
Total |
$ |
$ |
||||||||||||
Less: Debt issuance cost |
( |
) | ( |
) | ||||||||||
Total |
$ |
$ |
||||||||||||
Current portion of long-term debt |
$ | $ | ||||||||||||
Long-term debt |
$ | $ | ||||||||||||
Amount |
||||
July 1, 2025 to March 31, 2026 |
$ | |||
2027 |
||||
2028 |
||||
2029 |
||||
2030 |
||||
Total |
$ |
|||
Fair value measurement at reporting date using |
||||||||||||||||
Description |
June 30, 2025 |
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 & Bonds |
||||||||||||||||
Investments Others |
||||||||||||||||
Total assets |
$ |
$ |
$ |
$ |
||||||||||||
Liabilities |
||||||||||||||||
Foreign exchange contracts |
$ | $ | $ | $ | ||||||||||||
Contingent consideration |
|
|||||||||||||||
Total liabilities |
$ |
$ |
$ |
$ |
||||||||||||
Fair value measurement at reporting date using |
||||||||||||||||
Description |
March 31, 2025 |
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 & Bonds |
||||||||||||||||
Investments Others |
||||||||||||||||
Total assets |
$ |
$ |
$ |
$ |
||||||||||||
Liabilities |
||||||||||||||||
Foreign exchange contracts |
$ | $ | $ | |||||||||||||
Contingent consideration |
||||||||||||||||
Others |
||||||||||||||||
Total liabilities |
$ |
$ |
$ |
$ |
||||||||||||
As at |
||||||||
June 30, 2025 |
March 31, 2025 |
|||||||
Balance at the beginning of the Period |
$ | $ | ||||||
Interest expense recognized in the consolidated statement of income |
||||||||
Gain recognized in the consolidated statement of income |
( |
) | ||||||
Payouts |
( |
) | ||||||
Translation |
||||||||
Balance at the end of the period |
$ |
$ |
||||||
As at |
||||||||
June 30, 2025 |
March 31, 2025 |
|||||||
| 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, 2025 |
March 31, 2025 |
June 30, 2025 |
March 31, 2025 |
|||||||||||||
| Assets: |
||||||||||||||||
| Derivative assets |
$ | $ | $ | $ | ||||||||||||
| Liabilities: |
||||||||||||||||
| Derivative liabilities |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
$ |
( |
) |
$ |
$ |
$ |
|||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
| Revenue |
$ |
( |
) | $ |
( |
) | ||
| Foreign exchange gain/(loss), net |
( |
) | ||||||
| Income tax related to amounts reclassified into consolidated statement of income |
||||||||
| |
|
|
|
|||||
| Total |
$ |
( |
) |
$ |
( |
) | ||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
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, 2025 |
March 31, 2025 |
|||||||
| 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, |
||||||||
2025 |
2024 |
|||||||
| Salaries and bonus |
$ | $ | ||||||
| Employee benefit plans: |
||||||||
| Defined contribution plan |
||||||||
| Defined benefit plan |
||||||||
| Share-based compensation expense (Refer Note 16) |
||||||||
| |
|
|
|
|||||
| Total |
$ |
$ |
||||||
| |
|
|
|
|||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
Service cost |
$ |
$ |
||||||
Interest cost |
||||||||
Expected return on plan assets |
( |
) | ( |
) | ||||
Amortization of prior service credit |
( |
) | ( |
) | ||||
Amortization of actuarial loss, gross of tax |
||||||||
Net gratuity cost |
$ |
$ |
||||||
As at |
||||||||
June 30, 2025 |
March 31, 2025 |
|||||||
Net actuarial loss |
$ | $ |
||||||
Net prior service credit |
( |
) | ( |
) | ||||
Accumulated Other comprehensive loss, excluding tax effects |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
Industry-specific |
$ | $ | ||||||
Finance and accounting |
||||||||
Customer experience services |
||||||||
Research and analytics |
||||||||
Others |
||||||||
Total |
$ |
$ |
||||||
Revenue by industry |
||||||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
Insurance |
$ | $ | ||||||
Diversified businesses including manufacturing, retail, CPG, media and entertainment, and telecom |
||||||||
Healthcare |
||||||||
Travel and leisure |
||||||||
Banking and financial services |
||||||||
Shipping and logistics |
||||||||
Hi-tech and professional services |
||||||||
Utilities |
||||||||
Total |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
Full-time-equivalent |
$ | $ | ||||||
Transaction |
||||||||
Fixed price |
||||||||
Subscription |
||||||||
Others |
||||||||
Total |
$ |
$ |
||||||
As at June 30, 2025 |
||||||||||||||||
Sales Commission |
Transition activities |
Upfront payment / Others |
Total |
|||||||||||||
Opening balances |
$ | $ |
$ | $ | ||||||||||||
Additions during the period |
||||||||||||||||
Amortization during the period |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Impairment loss recognized during the period |
( |
) | ( |
) | ||||||||||||
Translation adjustments |
||||||||||||||||
Closing balance |
$ |
$ |
$ |
$ |
||||||||||||
As at March 31, 2025 |
||||||||||||||||
Sales Commission |
Transition activities |
Upfront payment / Others |
Total |
|||||||||||||
Opening balances |
$ | $ | $ | $ | ||||||||||||
Additions during the period |
||||||||||||||||
Amortization during the period |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Impairment loss recognized during the period |
( |
) | ( |
) | ||||||||||||
Translation adjustments |
( |
) | ( |
) | ||||||||||||
Closing balance |
$ |
$ |
$ |
$ |
||||||||||||
As at |
||||||||
June 30, 2025 |
March 31, 2025 |
|||||||
Current: |
||||||||
Payments in advance of services |
$ | $ | ||||||
Advance billings |
||||||||
Others |
||||||||
Total |
$ |
$ |
||||||
Non-current: |
||||||||
Payments in advance of services |
$ | $ | ||||||
Advance billings |
||||||||
Others |
||||||||
Total |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
Payments in advance of services |
$ | $ | ||||||
Advance billings |
||||||||
Others |
||||||||
Total |
$ |
$ |
||||||
As at June 30, 2025 |
||||||||||||||||||||
Less than |
1-2 years |
2-5 years |
More than |
Total |
||||||||||||||||
Transaction price allocated to remaining performance obligations |
$ | $ | $ | $ | $ | |||||||||||||||
As at March 31, 2025 |
||||||||||||||||||||
Less than |
1-2 years |
2-5 years |
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, |
||||||||
2025 |
2024 |
|||||||
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 |
||||||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
Domestic |
$ | ( |
) | $ | ( |
) | ||
Foreign |
||||||||
Income before income taxes |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
Current taxes |
||||||||
Domestic taxes |
$ | $ | ||||||
Foreign taxes |
||||||||
$ |
$ |
|||||||
Deferred taxes |
||||||||
Domestic taxes |
||||||||
Foreign taxes |
( |
) | ( |
) | ||||
$ |
( |
) |
$ |
( |
) | |||
Income tax expense |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
Current taxes |
$ | $ | ||||||
Deferred taxes: |
||||||||
Unrealized (loss)/gain on cash flow hedging derivatives |
( |
) | ||||||
Retirement benefits |
( |
) | ||||||
Total income tax (benefit)/ expense recognized directly in other comprehensive income |
$ |
( |
) |
$ |
||||
As at |
||||||||
June 30, 2025 |
March 31, 2025 |
|||||||
Opening Balance |
$ | $ | ||||||
Translation adjustments |
( |
) | ( |
) | ||||
Closing Balance |
$ |
$ |
||||||
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
| 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 |
||||||||||||||||||||||||
| Cost of revenue (1) (2) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Segment gross profit |
( |
) |
||||||||||||||||||||||
| Other costs (4) |
||||||||||||||||||||||||
| 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) |
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. |
(4) |
Includes selling and marketing expenses, general and administrative expenses and foreign exchanges loss/ (gain), net excluding share-based compensation expense. |
TSLU |
MRHP |
HCLS |
BFSI |
Reconciling item (3) |
Total |
|||||||||||||||||||
| Revenue from external customers |
||||||||||||||||||||||||
| Segment Revenue |
$ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||
| Payments to repair centers |
||||||||||||||||||||||||
| Cost of revenue (1) (2) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Segment gross profit |
( |
) |
||||||||||||||||||||||
| Other costs (4) |
||||||||||||||||||||||||
| 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) |
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. |
(4) |
Includes selling and marketing expenses, general and administrative expenses and foreign exchanges loss/ (gain), net excluding share-based compensation expense. |
Three months ended June 30, |
||||||||
2025 |
2024 |
|||||||
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, 2025 |
March 31, 2025 |
|||||||
Jersey, Channel Islands |
$ | $ | ||||||
India |
||||||||
Philippines |
||||||||
South Africa |
||||||||
North America |
||||||||
UK |
||||||||
Rest of the world |
||||||||
Total |
$ |
$ |
||||||
Table of Contents
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 10-K for our fiscal year ended March 31, 2025. Some of the statements in the following discussion are forward-looking statements. See “Special note regarding forward-looking statements.”
Overview
We are a leading provider of global digital-led business transformation and services company, 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, | ||||||||
| 2025 | 2024 | |||||||
| (US dollars in millions) | ||||||||
| Revenue |
$ | 353.8 | $ | 323.1 | ||||
1
Table of Contents
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, | ||||||||
| 2025 | 2024 | |||||||
| (US dollars in millions) | ||||||||
| Revenue |
$ | 353.8 | $ | 323.1 | ||||
| Less: Payments to repair centers(1) |
13.9 | 10.7 | ||||||
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| Revenue less repair payments (non-GAAP) |
$ | 339.9 | $ | 312.4 | ||||
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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. |
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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, | ||||||||
| 2025 | 2024 | |||||||
| (US dollars in millions) | ||||||||
| Revenue less repair payments (non-GAAP) |
$ | 339.9 | $ | 312.4 | ||||
| Exchange rate impact |
0.9 | 5.9 | ||||||
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| Constant currency revenue less repair payments (non-GAAP) |
$ | 340.9 | $ | 318.3 | ||||
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Pending Transaction
On July 6, 2025, we entered into a Transaction Agreement (the “Transaction Agreement”) with Capgemini S.E. (the “Buyer”), pursuant to which we agreed to be acquired by the Buyer in an all-cash transaction valued at approximately $3.3 billion (the “Transaction”). If the Transaction is completed, our shareholders will be entitled to receive $76.50 in cash for each ordinary share they own as of the effective time of the Transaction (subject to certain exceptions). The Transaction is expected to close by the end of 2025, subject to customary closing conditions, including approval by our shareholders and receipt of regulatory approvals. For additional information regarding the Transaction, see “Note 21 — Subsequent event” to our condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q.
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 pound sterling 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 1A. 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 10-K for our fiscal year ended March 31, 2025. 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.
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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.
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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. 24.8% of our revenues and 21.8% of our revenue less repair payments (non-GAAP) in the three months ended June 30, 2025 and 26.2% of our revenues and 23.3% of our revenue less repair payments (non-GAAP) in fiscal 2025 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 2.6% and the Australian dollar depreciated against the US dollar by an average of 2.6% for the three months ended June 30, 2025 as compared to the average exchange rates for the three months ended June 30, 2024, while the pound sterling appreciated against the US dollar by an average of 5.9%, the Euro appreciated against the US dollar by an average of 5.4% and the Philippine peso appreciated against the US dollar by an average of 2.7% for the three months ended June 30, 2025 as compared to the average exchange rates for the three months ended June 30, 2024.
The depreciation of the Indian rupee and the appreciation of the pound sterling and the Euro dollar against the US dollar, for the three months ended June 30, 2025 as compared to the average exchange rates for the three months ended June 30, 2024, positively impacted our results of operations during that period.
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Revenue
Our revenue is categorized 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, 2025 and 2024, 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, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Top client |
4.8 | % | 5.8 | % | 5.0 | % | 6.0 | % | ||||||||
| Top five clients |
20.2 | % | 21.6 | % | 21.0 | % | 22.3 | % | ||||||||
| Top ten clients |
31.4 | % | 32.1 | % | 31.4 | % | 32.3 | % | ||||||||
| Top twenty clients |
43.4 | % | 44.3 | % | 43.3 | % | 44.4 | % | ||||||||
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Revenue by SBUs
For the three months ended June 30, 2025 and 2024, 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 | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| BFSI |
41.5 | % | 36.6 | % | 39.1 | % | 34.5 | % | ||||||||
| TSLU |
26.7 | % | 28.9 | % | 27.8 | % | 29.9 | % | ||||||||
| MRHP |
23.8 | % | 23.8 | % | 24.8 | % | 24.6 | % | ||||||||
| HCLS |
10.1 | % | 12.8 | % | 10.5 | % | 13.3 | % | ||||||||
| Reconciling item (1) |
(2.1 | )% | (2.1 | )% | (2.2 | )% | (2.3 | )% | ||||||||
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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. |
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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, 2025 and 2024, 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 | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Industry-specific |
45.8 | % | 43.3 | % | 43.6 | % | 41.4 | % | ||||||||
| Finance and accounting |
18.5 | % | 20.0 | % | 19.2 | % | 20.7 | % | ||||||||
| Customer experience services |
16.8 | % | 19.0 | % | 17.5 | % | 19.6 | % | ||||||||
| Research and analytics |
14.1 | % | 12.5 | % | 14.7 | % | 13.0 | % | ||||||||
| Others(1) |
4.8 | % | 5.2 | % | 5.0 | % | 5.3 | % | ||||||||
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| Total |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
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Note:
| (1) | Others includes revenue from technology services, legal services, and human resource outsourcing services. |
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Revenue by Geography
For the three months ended June 30, 2025 and 2024, 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 | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| North America (primarily the US) |
46.8 | % | 45.9 | % | 48.7 | % | 47.4 | % | ||||||||
| UK |
27.2 | % | 29.5 | % | 24.3 | % | 27.1 | % | ||||||||
| Europe (excluding the UK) |
7.5 | % | 7.5 | % | 7.9 | % | 7.7 | % | ||||||||
| Australia |
8.8 | % | 7.3 | % | 9.1 | % | 7.6 | % | ||||||||
| South Africa |
0.7 | % | 0.9 | % | 0.8 | % | 0.9 | % | ||||||||
| Rest of world |
9.0 | % | 8.9 | % | 9.2 | % | 9.3 | % | ||||||||
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| Total |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
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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 nine-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 1A. 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 10-K for our fiscal year ended March 31, 2025.
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Revenue by Contract Type
For the three months ended June 30, 2025 and 2024, 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 | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Full-time-equivalent |
73.8 | % | 72.5 | % | 76.8 | % | 74.9 | % | ||||||||
| Transaction |
15.4 | % | 14.9 | % | 12.0 | % | 12.0 | % | ||||||||
| Subscription |
1.1 | % | 4.9 | % | 1.1 | % | 5.0 | % | ||||||||
| Fixed price |
7.8 | % | 4.6 | % | 8.2 | % | 4.8 | % | ||||||||
| Others(1) |
1.9 | % | 3.1 | % | 1.9 | % | 3.3 | % | ||||||||
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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). |
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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, 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 1. Business— Human Capital Development” of our annual report on Form 10-K for our fiscal year ended March 31, 2025. Regulatory developments may, however, result in wage increases in India and increase our cost of revenue.
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 of 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 of 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 voluntarily filing on US domestic issuer forms with SEC and transaction expenses related to the proposed acquisition of the company by Capgemini S.E.
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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 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 Kipi.ai in March 2025 and amortization of intangible assets associated with the business transfer of a large insurance company in October 2022. It also includes amortization of software acquired in the normal course of business and developed in-house.
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, interest expense on defined benefit obligations and changes in the fair value of contingent consideration relating to our acquisitions.
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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 headcount and our built up seats. Generally, an increase in our headcount and built up seats will increase our costs.
The following table presents certain operating data as at the dates indicated:
| June 30, 2025 |
March 31, 2025 |
December 31, 2024 |
September 30, 2024 |
June 30, 2024 |
March 31, 2024 |
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| Total head count |
66,085 | 64,505 | 63,390 | 62,951 | 60,513 | 60,125 | ||||||||||||||||||
| Built up seats(1) |
43,048 | 42,494 | 43,550 | 43,108 | 41,676 | 41,599 | ||||||||||||||||||
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. |
The service delivery capacities of our remote-working employees may not be equivalent to their normal capacities when working in our delivery centers. We averaged 72% “work from office” during the three months ended June 30, 2025.
Our built up seats increased by 3.3% from 41,676 as at June 30, 2024 to 43,048 as at June 30, 2025 due to expansion of our facilities in Hyderabad and Bangalore in India, South Africa, Sri Lanka and Romania, partially offset by the surrender of our facilities in Mumbai in India. Our total headcount increased by 9.2% from 60,513 as at June 30, 2024 to 66,085 as at June 30, 2025 in line with our revenue increase.
Critical Accounting Policies and Estimates
For a description of our critical accounting policies and estimates, refer to “Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” and Note 2 to the consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2025.
For further details on our segment reporting, refer to “Note 19 –Segment reporting” of our unaudited consolidated financial statements in Part I of this report.
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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, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cost of revenue |
67.1 | % | 64.8 | % | 65.7 | % | 63.6 | % | ||||||||
| Gross profit |
32.9 | % | 35.2 | % | 34.3 | % | 36.4 | % | ||||||||
| Operating expenses: |
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| Selling and marketing expenses |
5.9 | % | 6.7 | % | 6.1 | % | 6.9 | % | ||||||||
| General and administrative expenses |
15.7 | % | 14.1 | % | 16.4 | % | 14.6 | % | ||||||||
| Foreign exchange loss/(gain), net |
(0.5 | )% | 0.3 | % | (0.5 | )% | 0.3 | % | ||||||||
| Amortization of intangible assets |
2.5 | % | 2.1 | % | 2.6 | % | 2.2 | % | ||||||||
| Operating profit |
9.4 | % | 11.9 | % | 9.7 | % | 12.3 | % | ||||||||
| Other income, net |
(1.0 | )% | (1.2 | )% | (1.0 | )% | (1.2 | )% | ||||||||
| Finance expense |
1.2 | % | 1.4 | % | 1.3 | % | 1.4 | % | ||||||||
| Income tax expense |
3.0 | % | 2.8 | % | 3.1 | % | 2.9 | % | ||||||||
| Profit after tax |
6.1 | % | 9.0 | % | 6.4 | % | 9.3 | % | ||||||||
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, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (US dollars in millions) | ||||||||||||||||
| Revenue |
$ | 353.8 | $ | 323.1 | 100.0 | % | 100.0 | % | ||||||||
| Less: Payments to repair centers |
13.9 | 10.7 | 3.9 | % | 3.3 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Revenue less repair payments (non-GAAP) |
$ | 339.9 | $ | 312.4 | 96.1 | % | 96.7 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
15
Table of Contents
The following table presents our results of operations for the periods indicated:
| Three months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (US dollars in millions) | ||||||||
| Revenue |
$ | 353.8 | $ | 323.1 | ||||
| Cost of revenue(1) |
237.2 | 209.4 | ||||||
|
|
|
|
|
|||||
| Gross profit |
116.6 | 113.7 | ||||||
| Operating expenses: |
||||||||
| Selling and marketing expenses(2) |
20.9 | 21.5 | ||||||
| General and administrative expenses(3) |
55.7 | 45.7 | ||||||
| Foreign exchange loss/(gain), net |
(1.8 | ) | 1.0 | |||||
| Amortization of intangible assets |
8.7 | 6.9 | ||||||
|
|
|
|
|
|||||
| Operating profit |
33.1 | 38.6 | ||||||
| Other income, net |
(3.5 | ) | (3.9 | ) | ||||
| Finance expense |
4.4 | 4.4 | ||||||
|
|
|
|
|
|||||
| Profit before income taxes |
32.2 | 38.0 | ||||||
| Income tax expense |
10.5 | 9.1 | ||||||
|
|
|
|
|
|||||
| Profit after tax |
$ | 21.8 | $ | 28.9 | ||||
|
|
|
|
|
|||||
Results for the three months ended June 30, 2025 compared to the three months ended June 30, 2024
Revenue
The following table sets forth our revenue and percentage change in revenue for the periods indicated:
| Three months ended June 30, | ||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||
| (US dollars in millions) | ||||||||||||||||
| Revenue |
$ | 353.8 | $ | 323.1 | $ | 30.7 | 9.5 | % | ||||||||
The increase in revenue of $30.7 million was primarily attributable to revenue from new clients of $23.5 million (including clients from Kipi.ai which we acquired in March 2025), an increase in revenue from existing clients of $7.2 million and an appreciation of the pound sterling, the Euro and the South African rand by an average of 5.9%, 5.4% and 1.6% respectively, against the US dollar for the three months ended June 30, 2025 as compared to the respective average exchange rates for the three months ended June 30, 2024. The increase was partially offset by a depreciation of the Australian dollar by an average of 2.6% against the US dollar for the three months ended June 30, 2025 as compared to the respective average exchange rates for the three months ended June 30, 2024. The increase in revenue was primarily attributable to higher revenues in our BFSI, MRHP and TSLU segments, partially offset by lower revenues in our HCLS segment, attributable to the loss of a large Healthcare client.
16
Table of Contents
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, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (US dollars in millions) | ||||||||||||||||
| North America (primarily the US) |
$ | 165.5 | $ | 148.2 | 46.8 | % | 45.9 | % | ||||||||
| UK |
96.3 | 95.4 | 27.2 | % | 29.5 | % | ||||||||||
| Australia |
31.1 | 23.6 | 8.8 | % | 7.3 | % | ||||||||||
| Europe (excluding the UK) |
26.7 | 24.1 | 7.5 | % | 7.5 | % | ||||||||||
| South Africa |
2.6 | 2.9 | 0.7 | % | 0.9 | % | ||||||||||
| Rest of world |
31.6 | 28.8 | 9.0 | % | 8.9 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 353.8 | $ | 323.1 | 100.0 | % | 100.0 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The increase in revenue in the North America (primarily the US) region was primarily attributable to higher revenues in our BFSI and MRHP segments, partially offset by lower revenues in our HCLS and TSLU segments.
The increase in revenue from the UK region was primarily attributable to higher revenues in our BFSI segment and an appreciation of the pound sterling against the US dollar by an average of 5.9% for the three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024, partially offset by lower revenues from our TSLU, MRHP and HCLS segments.
The increase in revenue from the Australia region was primarily attributable to higher revenues in all our segments. The increase was partially offset by a depreciation of the Australian dollar against the US dollar by an average of 2.6% for the three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024.
The increase in revenue from the Europe (excluding the UK) region was primarily attributable to higher revenues in all our segments and an appreciation of the Euro against the US dollar by an average of 5.4% for the three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024.
The decrease in revenue from the South Africa region was primarily attributable to lower revenues in our TSLU segment, partially offset by an appreciation of the South African rand against the US dollar by an average of 1.6% for three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024 and higher revenues in our MRHP and BFSI segments.
The increase in revenue from the rest of world region was primarily attributable to higher revenues in our TSLU, MRHP and HCLS segments, partially offset by lower revenues from our BFSI segment.
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, | ||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||
| (US dollars in millions) | ||||||||||||||||
| Revenue less repair payments (non-GAAP) |
$ | 339.9 | $ | 312.4 | $ | 27.5 | 8.8 | % | ||||||||
17
Table of Contents
The increase in revenue less repair payments (non-GAAP) of $27.5 million was primarily attributable to revenue less repair payments (non-GAAP) from new clients of $23.5 million (including clients from Kipi.ai which we acquired in March 2025), higher revenue less repair payments (non-GAAP) from existing clients of $4.0 million and an appreciation of the pound sterling, the Euro and the South African rand by an average of 5.9%, 5.4% and 1.6% respectively, against the US dollar for the three months ended June 30, 2025 as compared to the respective average exchange rates for the three months ended June 30, 2024. The increase was partially offset by a depreciation of the Australian dollar by an average of 2.6% against the US dollar for the three months ended June 30, 2025 as compared to the respective average exchange rates for the three months ended June 30, 2024. The increase in revenue less repair payments (non-GAAP) was primarily attributable to higher revenue less repair payments (non-GAAP) in our BFSI, MRHP and TSLU segments, partially offset by lower revenue less repair payments (non-GAAP) in our HCLS segment, attributable to the loss of a large Healthcare client.
18
Table of Contents
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, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (US dollars in millions) | ||||||||||||||||
| North America (primarily the US) |
$ | 165.5 | $ | 148.2 | 48.7 | % | 47.4 | % | ||||||||
| UK |
82.5 | 84.8 | 24.3 | % | 27.1 | % | ||||||||||
| Australia |
31.1 | 23.6 | 9.1 | % | 7.6 | % | ||||||||||
| Europe (excluding the UK) |
26.7 | 24.1 | 7.9 | % | 7.7 | % | ||||||||||
| South Africa |
2.6 | 2.9 | 0.8 | % | 0.9 | % | ||||||||||
| Rest of world |
31.6 | 28.8 | 9.2 | % | 9.3 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 339.9 | $ | 312.4 | 100.0 | % | 100.0 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The increase in revenue less repair payments (non-GAAP) in the North America (primarily the US) region was primarily attributable to higher revenue less repair payments (non-GAAP) in our BFSI and MRHP segments, partially offset by lower revenue less repair payments (non-GAAP) in our HCLS and TSLU segments.
The decrease in revenue less repair payments (non-GAAP) from the UK region was primarily attributable to lower revenue less repair payments (non-GAAP) in our TSLU, MRHP and HCLS segments. The decrease was partially offset by an appreciation of the pound sterling against the US dollar by an average of 5.9% for the three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024 and higher revenue less repair payments (non-GAAP) from our BFSI 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 all our segments. The increase was partially offset by a depreciation of the Australian dollar against the US dollar by an average of 2.6% for the three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024.
The increase in revenue less repair payments (non-GAAP) from the Europe (excluding the UK) region was primarily attributable to higher revenue less repair payments (non-GAAP) in all our segments and an appreciation of the Euro against the US dollar by an average of 5.4% for the three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024.
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 segment, partially offset by an appreciation of the South African rand against the US dollar by an average of 1.6% for three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024 and higher revenue less repair payments (non-GAAP) in our MRHP and BFSI segments.
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 TSLU, MRHP and HCLS segments, partially offset by lower revenue less repair payments (non-GAAP) from our BFSI segment.
19
Table of Contents
Cost of Revenue
The following table sets forth the composition of our cost of revenue for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Employee costs |
$ | 171.0 | $ | 151.5 | $ | 19.5 | ||||||
| Repair payments |
13.9 | 10.7 | 3.2 | |||||||||
| Facilities costs |
35.0 | 31.1 | 3.9 | |||||||||
| Depreciation |
7.0 | 6.8 | 0.2 | |||||||||
| Legal and professional costs |
2.4 | 2.5 | (0.1 | ) | ||||||||
| Travel costs |
2.6 | 2.4 | 0.3 | |||||||||
| Other costs |
5.3 | 4.5 | 0.8 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total cost of revenue |
$ | 237.2 | $ | 209.4 | $ | 27.8 | ||||||
|
|
|
|
|
|
|
|||||||
| As a percentage of revenue |
67.1 | % | 64.8 | % | ||||||||
The increase in cost of revenue was primarily due to higher repair payments, higher facilities running costs due to capacity expansion and an increase in facilities utilization (as the number of employees working in the office increased), higher depreciation cost due to higher fixed assets, higher employee cost in line with headcount growth (including headcount from our acquisition of Kipi.ai in March 2025) and an appreciation of the South Africa rand, the pound sterling and the Philippine peso against the US dollar by an average of 1.6%, 5.9% and 2.7% respectively for the three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024, which increased our cost of revenue by approximately $1.5 million. The increase was partially offset by a depreciation of the Indian rupees against the US dollar by an average of 2.6% for the three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024, which decreased our cost of revenue by approximately $2.5 million.
Gross Profit
The following table sets forth our gross profit for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Gross profit |
$ | 116.6 | $ | 113.7 | $ | 2.9 | ||||||
| As a percentage of revenue |
32.9 | % | 35.2 | % | ||||||||
| As a percentage of revenue less repair payments (non-GAAP) |
34.3 | % | 36.4 | % | ||||||||
Gross profit as a percentage of revenue was lower for three months ended June 30, 2025 as compared to three months ended June 30, 2024, primarily due to higher cost of revenue as a percentage of revenue as discussed above.
Gross profit as a percentage of revenue less repair payments (non-GAAP) was lower for three months ended June 30, 2025 as compared to three months ended June 30, 2024 primarily due to lower cost of revenue as a percentage of revenue less repair payments (non-GAAP).
For further information, see note (1) to the table presenting certain operating data in “— Operating Data” above.
20
Table of Contents
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, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Employee costs |
$ | 16.1 | $ | 16.3 | $ | (0.2 | ) | |||||
| Other costs |
4.8 | 5.3 | (0.5 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Total selling and marketing expenses |
$ | 20.9 | $ | 21.5 | $ | (0.7 | ) | |||||
|
|
|
|
|
|
|
|||||||
| As a percentage of revenue |
5.9 | % | 6.7 | % | ||||||||
| As a percentage of revenue less repair payments (non-GAAP) |
6.1 | % | 6.9 | % | ||||||||
The decrease in our selling and marketing expenses was primarily attributable to a decrease in other cost primarily related to lower spend on marketing. The decrease was partially offset by an appreciation of the pound sterling against the US dollar by an average of 5.9% for the three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024, which increased our selling and marketing expenses by approximately $0.4 million.
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, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Employee costs |
$ | 41.8 | $ | 33.4 | $ | 8.4 | ||||||
| Other costs |
13.9 | 12.3 | 1.6 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total general and administrative expenses |
$ | 55.7 | $ | 45.7 | $ | 10.0 | ||||||
|
|
|
|
|
|
|
|||||||
| As a percentage of revenue |
15.7 | % | 14.1 | % | ||||||||
| As a percentage of revenue less repair payments (non-GAAP) |
16.4 | % | 14.6 | % | ||||||||
The increase in general and administrative expenses was primarily attributable to higher share-based compensation,transaction expenses related to the proposed acquisition of the company by Capgemini S.E. and acquisition related expenses related to our acquisition of Kipi.ai in March 2025. The increase was partially offset by a depreciation of the Indian rupee by 2.6% against the US dollar for the three months ended June 30, 2025 as compared to the average exchange rate for the three months ended June 30, 2024, which reduced our general and administrative expenses by approximately $0.4 million.
Foreign Exchange Gain, Net
The following table sets forth our foreign exchange gain, net for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Foreign exchange loss / (gain), net |
$ | (1.8 | ) | $ | 1.0 | $ | (2.7 | ) | ||||
We recorded foreign exchange gain of $1.8 million in the three months ended June 30, 2025, primarily on account of a revaluation gain of $1.8 million as compared to a 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.
21
Table of Contents
Amortization of Intangible Assets
The following table sets forth our amortization of intangible assets for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Amortization of intangible assets |
$ | 8.7 | $ | 6.9 | $ | 1.8 | ||||||
The increase in amortization of intangible assets was primarily attributable to higher amortization of intangibles related to our acquisition of Kipi.ai, which we acquired in March 2025.
Operating Profit
The following table sets forth our operating profit for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Operating profit |
$ | 33.1 | $ | 38.6 | $ | (5.5 | ) | |||||
| As a percentage of revenue |
9.4 | % | 11.9 | % | ||||||||
| As a percentage of revenue less repair payments (non-GAAP) |
9.7 | % | 12.3 | % | ||||||||
Operating profit as a percentage of revenue for the three months ended June 30, 2025 was lower due to higher cost of revenue and general and administrative expenses each as a percentage of revenue as explained earlier, partially offset by lower selling and marketing expense as a percentage of revenue.
Operating profit as a percentage of revenue less repair payments (non-GAAP) for the three months ended June 30, 2025 was lower due to higher cost of revenue and general and administrative expenses each as a percentage of revenue less repair payments (non-GAAP) as explained earlier, partially offset by lower selling and marketing expense as a percentage of revenue less repair payments (non-GAAP).
Other Income, Net
The following table sets forth our other income, net for the periods indicated:
| Three months ended June 30, |
|
|||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Other income, net |
$ | (3.5 | ) | $ | (3.9 | ) | $ | 0.4 | ||||
Other income, net was marginally lower in the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
22
Table of Contents
Finance Expense
The following table sets forth our finance expense for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Finance expense |
$ | 4.4 | $ | 4.4 | $ | 0.0 | ||||||
Finance expense for three months ended June 30, 2025 remained stabled as compared to the three months ended June 30, 2024
Income Tax Expense
The following table sets forth our income tax expense for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Income tax expense |
$ | 10.5 | $ | 9.1 | $ | 1.3 | ||||||
The increase in income tax expense was primarily due to the expiry of tax holiday in Sri Lanka, reversal of deferred tax assets on stock compensation charge and higher taxable profits in jurisdictions with higher tax rates in three months ended June 30, 2025.
Profit After Tax
The following table sets forth our profit after tax for the periods indicated:
| Three months ended June 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| (US dollars in millions) | ||||||||||||
| Profit after tax |
$ | 21.8 | $ | 28.9 | $ | (7.2 | ) | |||||
| As a percentage of revenue |
6.1 | % | 9.0 | % | ||||||||
| As a percentage of revenue less repair payments (non-GAAP) |
6.4 | % | 9.3 | % | ||||||||
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 of lower operating profit as a percentage of revenue as well as a percentage of revenue less repair payments (non-GAAP) as explained earlier and higher income tax expense.
23
Table of Contents
Results by Reportable Segment
For purposes of evaluating operating performance and allocating resources, we have organized our company by operating segments. For financial statement reporting purposes, we aggregate the segments that meet the criteria for aggregation as set forth in ASC 280, “Segment Reporting”
The Company provides business process management services. Effective April 1, 2023, the Company adopted a new organizational structure featuring four “SBUs”, each headed by a chief business officer. Under the new organizational structure, the Company combined its prior verticals into the four SBUs. The new structure is intended to help drive improved outcomes for global clients and enable the Company to better drive business synergies, enhance scalability, generate operating leverage, and create organizational depth. The Company now manages and reports financial information through its four SBUs, which reflects how management reviews financial information and makes operating decisions.
The SBUs’ performance is reviewed by the Group Chief Executive Officer, who has been identified as the Chief Operating decision Maker (“CODM”) as defined by ASC 280, “Segment Reporting ”. The CODM evaluates the Company’s performance and allocates resources based on revenue growth and operating performance of SBUs. The Company’s operating segments, effective April 1, 2023, are as follows:
| • | TSLU: Travel and leisure, shipping and logistics and utilities; |
| • | MRHP: Diversified businesses (including manufacturing, retail and CPG, media and entertainment, and telecommunication), hi-tech and professional services, and procurement; |
| • | HCLS: Healthcare and life sciences; and |
| • | BFSI: Banking and financial services. |
The Company uses revenue less repair payments (non-GAAP) as a primary measure to allocate resources and measure segment performance. Revenue less repair payments is a non-GAAP measure, which is calculated as (a) revenue less (b) in the Company’s BFSI segment, payments to repair centers for “repair services” where the Company acts as the principal in its dealings with the third party repair centers and its clients.
The CODM does not evaluate certain operating expenses, finance expense, other income, net and income taxes by segment, therefore the Company does not allocate these expenses by segment.
24
Table of Contents
The segment results for the three months ended June 30, 2025 are as follows:
| (US dollars in millions) |
TSLU | MRHP | HCLS | BFSI | Reconciling item (3) |
Total | ||||||||||||||||||
| Revenue from external customers |
||||||||||||||||||||||||
| Segment Revenue |
$ | 94.4 | $ | 84.3 | $ | 35.8 | $ | 146.9 | $ | (7.6 | ) | $ | 353.8 | |||||||||||
| Payments to repair centers |
— | — | — | 13.9 | — | 13.9 | ||||||||||||||||||
| Adjusted cost of revenue (1) (2) |
59.0 | 47.6 | 24.4 | 87.3 | 4.1 | $ | 222.3 | |||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Adjusted gross profit margin |
35.4 | 36.7 | 11.5 | 45.8 | (11.7 | ) | 117.6 | |||||||||||||||||
|
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|
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|
|
|||||||||||||
| Other costs (4) |
60.6 | |||||||||||||||||||||||
| Other income, net |
(3.5 | ) | ||||||||||||||||||||||
| Finance expense |
4.4 | |||||||||||||||||||||||
| Amortization of intangible assets |
8.7 | |||||||||||||||||||||||
| Share-based compensation expense |
11.7 | |||||||||||||||||||||||
| Statutory employment tax and insurance contributions |
1.3 | |||||||||||||||||||||||
| Transaction expenses related to the proposed acquisition of the company by Capgemini S.E. |
2.2 | |||||||||||||||||||||||
| Income- tax expense |
10.5 | |||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Profit after tax |
$ | 21.8 | ||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| (1) | Excludes share-based compensation expense and statutory employment tax and insurance contributions. |
| (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. |
| (4) | Includes selling and marketing expenses, general and administrative expenses and foreign exchanges loss/ (gain), net excluding share-based compensation expense. |
25
Table of Contents
The segment results for the three months ended June 30, 2024 are as follows:
| (US dollars in millions) |
TSLU | MRHP | HCLS | BFSI | Reconciling item (3) |
Total | ||||||||||||||||||
| Revenue from external customers |
||||||||||||||||||||||||
| Segment Revenue |
$ | 93.5 | $ | 76.9 | $ | 41.5 | $ | 118.4 | $ | (7.2 | ) | $ | 323.1 | |||||||||||
| Payments to repair centers |
— | — | — | 10.7 | — | 10.7 | ||||||||||||||||||
| Adjusted cost of revenue (1) (2) |
56.0 | 42.5 | 25.9 | 66.8 | 5.4 | $ | 196.6 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Adjusted gross profit margin |
37.5 | 34.5 | 15.6 | 40.9 | (12.6 | ) | 115.8 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Other costs (4) |
58.9 | |||||||||||||||||||||||
| Other income, net |
(3.9 | ) | ||||||||||||||||||||||
| Finance expense |
4.4 | |||||||||||||||||||||||
| Amortization of intangible assets |
6.9 | |||||||||||||||||||||||
| Share-based compensation expense |
11.2 | |||||||||||||||||||||||
| Costs related to the termination of ADS program and listing of ordinary shares |
0.1 | |||||||||||||||||||||||
| Costs related to the transition to voluntarily reporting on US domestic issuer forms |
0.3 | |||||||||||||||||||||||
| Income- tax expense |
9.1 | |||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Profit after tax |
$ | 28.9 | ||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| (1) | Excludes share-based compensation expense and statutory employment tax and insurance contributions. |
| (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. |
| (4) | Includes selling and marketing expenses, general and administrative expenses and foreign exchanges loss/ (gain), net excluding share-based compensation expense. |
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Revenue by SBUs
Revenue and revenue less repair payments (non-GAAP) that we derived from our SBUs are as set forth in the following table for the periods indicated:
| Three months ended June 30, 2025 | Three months ended June 30, 2024 | |||||||||||||||
| Strategic Business Unit (US dollars in millions) |
Revenue | Revenue less repair payments (non-GAAP) |
Revenue | Revenue less repair payments (non-GAAP) |
||||||||||||
| BFSI |
146.9 | 133.0 | 118.4 | 107.7 | ||||||||||||
| TSLU |
94.4 | 94.4 | 93.5 | 93.5 | ||||||||||||
| MRHP |
84.3 | 84.3 | 76.9 | 76.9 | ||||||||||||
| HCLS |
35.8 | 35.8 | 41.5 | 41.5 | ||||||||||||
| Reconciling item (1) |
(7.6 | ) | (7.6 | ) | (7.2 | ) | (7.2 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
353.8 | 339.9 | 323.1 | 312.4 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Note:
| (1) | Revenue under reconciling items includes inter and intra segment eliminations and impact of foreign exchange fluctuations |
TSLU
Segment Revenue
Revenue and revenue less repair payments (non-GAAP) in the segment increased by 1.0% to $94.4 million in three months ended June 30, 2025 from $93.5 million in three months ended June 30, 2024. The increase was primarily attributable to revenue from new clients of $3.2 million and an appreciation of the pound sterling, the Euro and the South African rand by an average of 5.9%, 5.4% and 1.6% respectively, in each case against the US dollar for the three months ended June 30, 2025, as compared to the respective average exchange rates in the three months ended June 30, 2024. The increase was partially offset by lower revenue from our existing clients by $2.4 million due to lower volumes in the online travel segment and a depreciation of the Australian dollar by an average of 2.6% against the US dollar in the three months ended June 30, 2025, as compared to the average exchange rates in the three months ended June 30 2024.
Segment Adjusted Gross Profit Margin
Segment gross profit in the segment decreased by 5.6% to $35.4 million in three months ended June 30, 2025 from $37.5 million in three months ended June 30, 2024. The decrease was primarily attributable to higher cost of revenue primarily due to higher facilities running costs due to an increase in facilities utilization (as our employees gradually returned to the office) and higher travel cost.
MRHP
Segment Revenue
Revenue and revenue less repair payments (non-GAAP) in the segment increased by 9.5% to $84.3 million in three months ended June 30, 2025 from $76.9 million in three months ended June 30, 2024. The increase was primarily attributable to revenue from new clients of $15.3 million and an appreciation of the pound sterling, the Euro and the South African rand by an average of 5.9%, 5.4% and 1.6% respectively, in each case against the US dollar for the three months ended June 30, 2025, as compared to the respective average exchange rates in the three months ended June 30, 2024. The increase was partially offset by lower revenue from our existing clients by $8.0 million due to lower volumes in the online travel segment and a depreciation of the Australian dollar by an average of 2.6% against the US dollar in the three months ended June 30, 2025, as compared to the average exchange rates in the period ended June 30 2024.
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Segment Adjusted Gross Profit Margin
Segment gross profit in the segment increased by 6.4% to $36.7 million in three months ended June 30, 2025 from $34.5 million in three months ended June 30, 2024. The increase was primarily attributable revenues higher revenues partially offset by higher cost of revenue primarily due to higher employee cost in line with revenue growth.
HCLS
Segment Revenue
Revenue and revenue less repair payments (non-GAAP) in the segment decreased by 13.7% to $35.8 million in three months ended June 30, 2025 from $41.5 million in three months ended June 30, 2024. The decrease was primarily attributable to the loss of a large healthcare client revenue and a depreciation of the Australian dollar by an average of 2.6% against the US dollar in the three months ended June 30, 2025, as compared to the average exchange rates in the period ended June 30 2024. The decrease was partially offset by and an appreciation of the pound sterling, the Euro and the South African rand by an average of 5.9%, 5.4% and 1.6% respectively, in each case against the US dollar for the three months ended June 30, 2025, as compared to the respective average exchange rates in the three months ended June 30, 2024.
Segment Adjusted Gross Profit Margin
Segment gross profit in the HCLS segment decreased by 26.3% to $11.5 million in three months ended June 30, 2025 from $15.6 million in three months ended June 30, 2024. The decrease was primarily attributable to lower segment revenue, partially offset by lower cost of revenue primarily due to lower employee cost.
BFSI
Segment Revenue
Revenue in the BFSI segment increased by 24.1% to $146.9 million in three months ended June 30, 2025 from $118.4 million in three months ended June 30, 2024. This increase was primarily attributable to an increase in revenues from our existing clients by $24.0 million, revenue from new clients of $4.5 million and an appreciation of the pound sterling, the Euro and the South African rand by an average of 5.9%, 5.4% and 1.6% respectively, in each case against the US dollar for the three months ended June 30, 2025, as compared to the respective average exchange rates in the three months ended June 30, 2024. The decrease was partially offset by a depreciation of the Australian dollar by an average of 2.6% against the US dollar in the three months ended June 30, 2025, as compared to the average exchange rates in the period ended June 30 2024.
Revenue less repair payments (non-GAAP) in the BFSI segment increased by 23.5% to $133.0 million in three months ended June 30, 2025 from $107.7 million in three months ended June 30, 2024. This increase was primarily attributable to an increase in revenues from our existing clients by $20.8 million, revenue from new clients of $4.5 million and an appreciation of the pound sterling, the Euro and the South African rand by an average of 5.9%, 5.4% and 1.6% respectively, in each case against the US dollar for the three months ended June 30, 2025, as compared to the respective average exchange rates in the three months ended June 30, 2024. The decrease was partially offset by a depreciation of the Australian dollar by an average of 2.6% against the US dollar in the three months ended June 30, 2025, as compared to the average exchange rates in the period ended June 30 2024.
Segment Adjusted Gross Profit Margin
Segment gross profit in the BFSI segment increased by 12.0% to $45.8 million in three months ended June 30, 2025 from $40.9 million in three months ended June 30, 2024. The increase was primarily attributable to higher segment revenue, partially offset by higher cost of revenue primarily higher employee cost on account of higher headcount to support higher revenue and wage inflation and higher facilities running costs due to an increase in facilities utilization (as our employees gradually returned to the office).
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Reconciling item
Segment Revenue
The revenue under reconciling items includes inter and intra segment eliminations and impact of foreign exchange fluctuations. Revenue and revenue less repair payments (non-GAAP) in the Reconciling item segment increased by 5.0% to ($7.6) million in three months ended June 30, 2025 from ($7.1) million in three months ended June 30, 2024.
Segment Adjusted Gross Profit Margin
The gross profit under reconciling items includes inter and intra segment eliminations and unallocated expenses. Segment gross profit in the Reconciling item segment increased by 7.2% to ($11.7) million in three months ended June 30, 2025 from ($12.6) million in three months ended June 30, 2024. The increase was primarily attributable to higher cost of revenue.
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, 2025, we had cash and cash equivalents of $100.9 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 $121.6 million as at June 30, 2025.
On July 6, 2025, we entered into a Transaction Agreement with the Buyer in an all-cash transaction valued at approximately $3.3 billion. Under the terms of the Transaction Agreement, we have agreed to various covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Transaction Agreement and the consummation of the Transaction. In addition, without the consent of the Buyer, we may not take, authorize, agree or commit to do certain actions outside of the ordinary course of business, including incurring material capital expenditures above specified thresholds, or issuing additional debt facilities. If the Transaction Agreement is terminated in certain circumstances, including by us if we enter into a superior proposal or by Buyer because our board of directors changes its recommendation in favor of the Transaction, we would be required to pay a termination fee of $118.0 million. We do not believe these restrictions will prevent us from meeting our debt obligations, ongoing costs of operations, working capital needs or capital expenditure requirements. The Transaction is expected to close by the end of 2025, subject to customary closing conditions, including approval by our shareholders and receipt of regulatory approvals. For additional information regarding the Transaction, see “Note 21 — Subsequent event” to our condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q.
As at June 30, 2025, we had $266.2 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, July 11, 2024, January 14, 2025 and July 14, 2025 we made a scheduled repayment of $8.0 million each.
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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. On December 9, 2024 and June 10, 2025, we made a scheduled repayment of $10.0 million each.
In December 2022, WNS UK obtained a term loan facility of £83.0 million ($114.0 million based on the exchange rate on June 30, 2025) 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, June 18, 2024, December 19, 2024 and June 19, 2025, we made a scheduled repayment of £8.3 million each.
In March 2025, WNS North America Inc. obtained $35,000 three-year term loan facility from HSBC Bank USA, N.A. for general corporate purpose. The loan bears interest at a rate equivalent to the one-month Term Secured overnight financing rate (“SOFR”) plus a margin of 1.25% per annum. The Company has pledged its shares of WNS (Mauritius) Limited as security for the loan. The facility agreement for the term loan contains certain financial covenants as defined in the facility agreement. This term loan is repayable in 6 semi-annual instalments of $5,833 each. As at March 31, 2025, the Company had complied with the financial covenants in all material respects in relation to this loan facility.
As at June 30, 2025, we also had available lines of credit amounting to $153.8 million, and $55.0 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, 2025, our Indian subsidiary, WNS Global, had an unsecured line of credit of ₹840 million ($9.8 million based on the exchange rate on June 30, 2025) from The Hongkong and Shanghai Banking Corporation Limited, ₹600 million ($7.0 million based on the exchange rate on June 30, 2025) from JP Morgan Chase Bank, N.A., ₹800 million ($9.3 million based on the exchange rate on June 30, 2025) from Citibank N.A., ₹750 million ($8.8 million based on the exchange rate on June 30, 2025) from Axis Bank, ₹600 million ($7.0 million based on the exchange rate on June 30, 2025) from DBS Bank, ₹600 million ($7.0 million based on the exchange rate on June 30, 2025) from HDFC Bank, ₹600 million ($7.0 million based on the exchange rate on June 30, 2025) from ICICI Bank and ₹600 million ($7.0 million based on the exchange rate on June 30, 2025) 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, 2025, there was no amount utilized from these lines of credit. |
| • | As at June 30, 2025 WNS UK had a working capital facility of £14.0 million ($19.2 million based on the exchange rate on June 30, 2025) 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, 2025, there was no outstanding amount under this facility. |
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| • | As at June 30, 2025 our South African subsidiary, WNS Global Services SA (Pty) Ltd., had an unsecured line of credit of ZAR 30.0 million ($1.7 million based on the exchange rate on June 30, 2025) 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, 2025, there was no outstanding amount under this facility. |
| • | As at June 30, 2025, 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, 2025, $55.0 million were drawn under these lines of credit. |
| • | As at June 30, 2025, 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, 2025, there was no outstanding amount under this facility. |
As at June 30, 2025, bank guarantees amounting to $1.9 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. 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, 2025 amounted to $14.8 million and our capital commitments (net of capital advances) as at June 30, 2025 were $12.7 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.
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The following table shows our cash flows for the three months ended June 30, 2025 and June 30, 2024:
| Three months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (US dollars in millions) | ||||||||
| Net cash provided by operating activities |
$ | 29.5 | $ | 21.4 | ||||
| Net cash provided by/(used in) investing activities |
$ | 23.3 | $ | (68.5 | ) | |||
| Net cash (used in)/provided by financing activities |
$ | (56.7 | ) | $ | 44.2 | |||
Cash Flows from Operating Activities
Net cash provided by operating activities increased to $29.5 million for the three months ended June 30, 2025 from $21.4 million for the three months ended June 30, 2024. The increase in net cash provided by operating activities was attributable to a decrease in cash outflow towards working capital requirements by $9.4 million; partially offset by profit as adjusted for non-cash and other items by $1.3 million.
Profit after tax as adjusted for non-cash and other items primarily comprised the following: (i) profit after tax of $21.8 million for the three months ended June 30, 2025 as compared to $28.9 million for the three months ended June 30, 2024; (ii) income tax benefit (deferred tax) of $4.0 million for the three months ended June 30, 2025 as compared to $2.3 million for the three months ended June 30, 2024; (iii) allowances for expected credit losses of $0.2 million for the three months ended June 30, 2025 as compared to $0.6 for the three months ended June 30, 2024; (iv) unrealized loss on derivative instruments of $2.9 million for the three months ended June 30, 2025 as compared to $3.2 million for the three months ended June 30, 2024; (v) share-based compensation expense of $11.7 million for the three months ended June 30, 2025 as compared to $11.2 million for the three months ended June 30, 2024; (vi) income from mutual funds of $2.3 million for the three months ended June 30, 2025 as compared to $2.8 million for the three months ended June 30, 2024; (vii) reduction in the carrying amount of operating lease right-of-use assets of $8.2 million for the three months ended June 30, 2025 as compared to $7.1 million for the three months ended June 30, 2024; (viii) depreciation and amortization expense of $15.9 million for the three months ended June 30, 2025 as compared to $13.9 million for the three months ended June 30, 2024; and (ix) unrealized exchange gain of $0.2 million for the three months ended June 30, 2025 as compared to $4.4 million for the three months ended June 30, 2024.
Cash outflow on account of working capital changes amounted to $24.6 million for the three months ended June 30, 2025 as compared to $34.0 million for the three months ended June 30, 2024. This was primarily on account of a decrease in cash outflow towards other liabilities by $24.2 million; a decrease in cash outflow from other assets by $2.6 million; a decrease in cash outflow towards operating lease liabilities by $0.7 million, and an increase in cash inflow towards income tax payable by $0.4 million, partially offset by a decrease in cash outflow from accounts receivables and unbilled revenue by $13.5 million; a decrease in cash outflow from accounts payable by $3.0 million, and a decrease in cash inflow from contract liabilities by $2.0 million.
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Cash Flows from Investing Activities
Net cash provided by investing activities was $23.3 million for the three months ended June 30, 2025 as compared to net cash used in investing activities of $68.5 million for the three months ended June 30, 2024. This was primarily on account of a net cash inflow of proceeds from redemption of investment in mutual funds of $38.9 million for the three months ended June 30, 2025 as compared to investment in mutual funds of $62.7 million for the three months ended June 30, 2024; partially offset by a net cash outflow (placements of fixed deposits, net of maturities) from our fixed deposit investments of $0.9 million for the three months ended June 30, 2025 as compared to net cash inflow (maturity of fixed deposits, net of placements) towards our fixed deposit investments of $4.8 million for the three months ended June 30, 2024 and a cash outflow of $14.8 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, 2025 as compared to $10.7 million for the three months ended June 30, 2024.
Cash Flows from Financing Activities
Net cash used in financing activities was $56.7 million for the three months ended June 30, 2025 as compared to net cash provided by financing activities $44.2 million for the three months ended June 30, 2024. This was primarily on account of a cash outflow due to repayment of long term debt of $21.1 million for the three months ended June 30, 2025 as compared to a 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; partially offset by a cash inflow from availment of short term line of credit of $40.0 million for the three months ended June 30, 2025 as compared to $33.0 million for the three months ended June 30, 2024, a cash outflow of $75.4 million towards share repurchases for the three months ended June 30, 2025 as compared to $78.0 million for the three months ended June 30, 2024, and a cash outflow due to payment of debt issuance cost of $0.2 million for the three months ended June 30, 2025 as compared to $0.3 million for the three months ended June 30, 2024.
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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 had 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 2021 pending before various appellate authorities. These orders assess additional taxable income that could in the aggregate give rise to an estimated ₹210.8 million ($2.5 million based on the exchange rate on June 30, 2025) in additional taxes, including interest of ₹49.1 million ($0.6 million based on the exchange rate on June 30, 2025).
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The following sets forth the details of these orders of assessment:
| Entity |
Amount demanded (including interest) |
Interest on amount Demanded |
||||||||||||||
| (₹ and US dollars in millions) | ||||||||||||||||
| WNS Global Services Private Limited |
₹ | 130.2 | $ | (1.5 | )(1) | ₹26.4 | $ |
(0.3 |
)(1) | |||||||
| WNS Business Consulting Services Private Limited |
₹ | 1.0 | $ | (0.1 | )(1) | ₹— | $ | — | ||||||||
| Permanent establishment of WNS North America Inc and WNS Global Services UK Limited in India |
₹ | 79.6 | $ | (0.9 | )(1) | ₹22.7 | $ | (0.3 | )(1) | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
₹ | 210.8 | $ | (2.5 | )(1) | ₹49.1 | $ | (0.6 | )(1) | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
Note:
| (1) | Based on the exchange rate as at June 30, 2025. |
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 and disallow certain expenses claimed as tax deductible by WNS Global or WNS BCS, as the case may be. As at June 30, 2025, we had provided a tax reserve of ₹774.3 million ($9.0 million based on the exchange rate on June 30, 2025) 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 ₹6,736.2 million ($78.6 million based on the exchange rate on June 30, 2025) in additional taxes, including interest of ₹2,322.9 million ($27.1 million based on the exchange rate on June 30, 2025). 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 ($10.5 million based on the exchange rate on June 30, 2025) 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.
As at June 30, 2025, corporate tax returns for fiscal year 2022 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 ₹77.8 million ($0.9 million based on the exchange rate on June 30, 2025) in additional taxes, including interest of ₹45.8 million ($0.5 million based on the exchange rate on June 30, 2025). These orders of assessment disallow tax holiday benefit claimed by Smart Cube India Private Limited. Smart Cube India Private Limited has appealed against these orders of assessment before higher appellate authorities.
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We have received orders of assessment from the value-added tax (“VAT”), service tax, local body tax (LBT) and goods and services tax (“GST”) authorities, demanding payment of ₹1,106.1 million ($12.9 million based on the exchange rate on June 30, 2025) towards VAT, service tax, LBT and GST for the period April 1, 2010 to March 31, 2023. 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, 2025) 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 Supreme Court in this regard. Based on consultations with our tax advisors, we believe this order of assessment will more likely than not be vacated.
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.
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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 48.1% of our expenses (net of payments to repair centers made as part of our BFSI segment) for the three months ended June 30, 2025, 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.
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Our exchange rate risk primarily arises from our foreign currency-denominated receivables. Based upon our level of operations for the three months ended June 30, 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 $9.0 million and increased or decreased revenue less repair payments (non-GAAP) by approximately $7.6 million for the three months ended June 30, 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 $2.0 million for the three months ended June 30, 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 $0.2 million for the three months ended June 30, 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 for the three months ended June 30, 2025 by approximately $15.4 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 for the three months ended June 30, 2025 by approximately $2.1 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 for the three months ended June 30, 2025 by approximately $3.6 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. As at June 30, 2025, 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.
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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.
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, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The scope of management’s assessment on the changes in internal control over financial reporting during the three months ended June 30, 2025 excludes the acquired operations of Haukea Holdings Inc. and its subsidiaries (Kipi.ai), wholly owned subsidiaries of WNS (Holdings) Limited, which was acquired in March 2025. Kipi.ai accounted for 0.5% of our total assets as of June 30, 2025 and 2.3% of our total revenues for the three months ended June 30, 2025.
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| • | potential adverse reactions or changes to business relationships resulting from the announcement or the pendency of the Transaction. |
| • | potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect our financial performance. |
| • | the possibility of disruption to our business and operations, including diversion of management attention and resources. |
| • | the inability to attract and retain key personnel, and the possibility that our current employees could be distracted, and their productivity decline as a result, due to uncertainty regarding the Transaction. |
| • | restrictions during the pendency of the Transaction that may impact our ability to pursue certain business opportunities or strategic transactions. |
| • | our inability to solicit other acquisition proposals during the pendency of the Transaction following the expiration of the “go-shop” period. |
| • | the amount of the costs, fees, expenses and charges related to the Transaction. |
| • | other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Transaction. |
| • | the failure to obtain regulatory approvals from various governmental entities (or the imposition of any conditions, limitations or restrictions on such approvals). |
| • | potential additional future shareholder litigation and other legal and regulatory proceedings, which could delay or prevent the Transaction. |
| • | the failure to satisfy the other conditions to the completion of the Transaction, including the possibility that a Company Material Adverse Effect (as defined in the Transaction Agreement) would permit Buyer not to close the Transaction. |
| • | to the extent that the current market price of our ordinary shares reflects an assumption that the Transaction will be completed, the price of our ordinary shares could decrease if the Transaction is not completed. |
| • | investor confidence could decline, additional shareholder litigation could be brought against us, relationships with existing and prospective customers, service providers, investors, lenders and other business partners may be adversely impacted, we may be unable to retain key personnel, and profitability may be adversely impacted due to costs incurred in connection with the pending Transaction. |
| • | under certain specified circumstances, the requirement that we pay a termination fee of $118.0 million if the Transaction Agreement is terminated, including by us if we enter into a superior proposal or by Buyer because our board of directors changes its recommendation in favor of the Transaction. |
| • | the amount of cash to be paid per share under the Transaction Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our ordinary shares. |
| • | the fact that receipt of the all-cash per share consideration under the Transaction Agreement is taxable to shareholders that are treated as U.S. holders for U.S. federal income tax purposes. |
| • | the fact that, if the Transaction is completed, our shareholders will not participate in any future growth potential or benefit from any future increase in the value of the Company. |
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) |
||||||||||||
April 1 to April 30, 2025 |
— | — | — | 130,000 | ||||||||||||
May 1 to May 31, 2025 |
705,454 | 56.83 | 705,454 | 59,455 | ||||||||||||
June 1 to June 30, 2025 |
594,546 | 59.34 | 594,546 | — | ||||||||||||
Total |
1,300,000 |
57.98 |
1,300,000 |
— |
||||||||||||
| Exhibit Number |
Description | |
| 2.1 | Transaction Agreement, dated as of July 6, 2025, by and among the Company and Buyer - incorporated by reference to Exhibit 2.1 to Form 8-K (File No. 001- 32945) of WNS (Holdings) Limited, as filed with the Commission on July 7, 2025. | |
| 3.1 | Memorandum of Association of WNS (Holdings) Limited, as amended — incorporated by reference to Exhibit 3.1 of the Registration Statement on Form F-1 (File No. 333-135590) of WNS (Holdings) Limited, as filed with the Commission on July 3, 2006. | |
| 3.2 | Articles of Association of WNS (Holdings) Limited, as amended — incorporated by reference to Exhibit 3.2 of the Registration Statement on Form F-1 (File No. 333-135590) of WNS (Holdings) Limited, as filed with the Commission on July 3, 2006. | |
| 10.1†*^ | Amendment to Employment Agreement, dated July 23, 2025, between WNS Global Services (UK) Limited and Mr. Keshav R. Murugesh. | |
| 10.2†* | Amendment to Employment Agreement, dated May 09, 2025, between WNS Global Services Pvt. Ltd. and Mr. Arijit Sen. | |
| 10.3†* | Amendment to Employment Agreement, dated May 9, 2025, between WNS Global Services Pvt. Ltd. and Mr. Swaminathan Rajamani. | |
| 10.4†* | Amendment to Employment Agreement, dated May 9, 2025, between WNS North America Inc. and Mr. Anil Chintapalli. | |
| 31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 99.1 | Form of Voting and Support Agreement for Directors & Officers - incorporated by reference to Exhibit 99.3 to Form 8-K (File No. 001- 32945) of WNS (Holdings) Limited, as filed with the Commission on July 7, 2025. | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
| * | 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) | |
FAQ
How much revenue did WNS (WNS) report for Q1 FY26?
Why did WNS earnings decline despite higher sales?
What is the impact of the Kipi.ai acquisition on WNS’s balance sheet?
How many shares are now outstanding after the buy-back?
What is WNS’s current debt position?
Did currency movements affect results?
