ECLERX SERVICES LTD

eClerx Services Limited provides critical business process management, automation and analytics services to a number of Fortune 2000 enterprises, including some of the world's leading financial services, communications, retail, fashion, media & entertainment, manufacturing, travel & leisure, and technology companies. Incorporated in 2000, eClerx is today traded on both the Bombay and National Stock Exchanges of India. The firm employs 16,000+ people across Australia, Canada, Germany, India, Italy, Netherlands, Philippines, France, Singapore, Thailand, UK, and the USA. The Company provides innovative business process management, change management, data-driven insights, advanced analytics powered by subject matter experts and smart automation. eClerx Customer Operations specializes in providing operational expertise and process excellence throughout the customer journey. The Company create solutions and services, utilizing domain knowledge that supports clients' evolving needs. They assist companies in developing, implementing and operating multichannel customer interaction capabilities for the external and the internal customer - facing operations - transforming everyday touchpoints into a superior experience. eClerx Services Limited was originally incorporated on March 24, 2000 as eClerx Services Private Limited. In August 2007, the Company was converted to a public limited company and the name was changed into eClerx Services Limited. eClerx Services completed its Initial Public Offer (IPO) and the equity shares were listed on the National Stock Exchange of India Ltd. (NSE) and the Bombay Stock Exchange Ltd. (BSE) effective December 31, 2007. During the financial year ended 31 March 2010, which marked completion of 10 years by eClerx Services, the company recorded a turnover of more than Rs. 2,500 million for the first time in its history. During the year under review, the company substantially broadened its range of services to clients, thus expanding the addressable market for its services. The year also saw further vendor consolidation in the client community. The company won an increasing share of business from strategic clients, and lost share in accounts where the company was a peripheral vendor. The company has also made significant progress in reducing its currency concentration with increased penetration in Europe. The Board of Directors of eClerx Services vide resolution passed on June 7, 2010 recommended issue of bonus equity shares in the ratio of one fully paid-up bonus equity share of Rs. 10 each for every two equity shares of Rs. 10 each held and consequent capitalization of free reserves of the company. The record date for the purpose was fixed as July 26, 2010. Accordingly the bonus shares have been allotted on July 28, 2010. The company acquired eClerx Private Limited in Singapore with effect from January 28, 2010. The said company is now a wholly owned subsidiary of eClerx Services Ltd., India and caters to Asia-pacific clients of the company. With the company's Mumbai and Pune facilities reaching high utilisation levels, the company has taken on lease additional space in Airoli, Navi Mumbai within a SEZ facility. The company has taken 44,000 sq. ft. initially, with the option to add another 44,000 sq. ft. Operations for Phase-I commenced in the second quarter of 2010-11. eClerx Services acquired the entire shareholding of Agilyst Inc (Agilyst), a closely held US based company, effective May 4, 2012. The consideration towards the acquisition consists of an upfront payment of US$15.75 million and a variable earn out, based on Agilyst's future performance till September 30, 2013. During the financial year ended 31 March 2014, eClerx Services continued to make progress in its endeavor to reduce client and industry concentration and thereby create a more diversified and resilient revenue base. This was driven both by acquisition of new clients and also by account mining and growth in non top 5 clients. The company's digital marketing business division contributed significantly to the company's strategic goal of reducing concentration. The company's banking and financial services business performed quite well during FY2013-14, aided by a recovery in business performance for most of the global banks. The company's cable and telecom business division introduced a couple of new service lines during the year. During the year, eClerx Services received SEZ approval for an additional new facility in its SEZ Unit at Airoli, Navi Mumbai. The new floor will accommodate approximately 600 seats and is likely to go into production early in FY 2014-15. During the year under review, eClerx Services paid final tranche amounting to US$ 3.8 million towards acquisition of Agilyst Inc taking the total cost of acquisition of Agilyst Inc to US$ 19.55 million. The Board of Directors of eClerx Services, at its meeting held on August 8, 2013, approved the buyback of equity shares of the company for a total consideration not exceeding Rs. 40.50 crores and at a price not exceeding Rs. 825 per equity share of Rs.10 each from the open market through the stock exchanges. It was proposed to Buy-back fully paid-up Equity Shares up to 6,00,000 Equity Shares (Maximum Offer Shares) and a minimum of 3,00,000 Equity Shares (Minimum Offer Shares). The buyback commenced on August 27, 2013 and closed on February 26, 2014. The total number of Equity Shares bought back under the Buy-back is 37,623 and entire bought back shares stand extinguished. The highest and lowest price at which the equity shares were bought back was Rs. 815 and 765 per share respectively. The average price at which the shares have been bought back was Rs. 814.66 per share.Agilyst Consulting Private Limited (India), a step down subsidiary of eClerx Services was amalgamated with the company with effective from April 1, 2015. eClerx Services acquired the entire shareholding of CLX Europe S.P.A a joint stock company based in Italy effective April 22, 2015. The acquisition of CLX Europe helped eClerx Services expand its service offering to encompass a larger part of the digital lifecycle of the company's clients. All marketing, process and people-related integration with CLX was completed during the year ended 31 March 2016 and this has started bearing fruit: CLX has met most of the internal goals that were set for FY 2015-16. eClerx Services' cable business was the fastest growing business during FY 2015-16. During the year in review, eClerx Services augmented capacities in each of its three facilities viz. Mumbai, Pune and Chandigarh and at the end of March 2016, the company's India facilities had a total capacity of more than 8500 seats and the centers are functioning at approximately 85% capacity. The Board of Directors of eClerx Services at their meeting held on September 11, 2015 approved the Scheme of Amalgamation between Agilyst Consulting Private Limited and eClerx Services Limited and their respective shareholders (the Scheme) which provides for the amalgamation of Agilyst Consulting Private Limited, a step down subsidiary, with eClerx Services Limited (the company). The Appointed date of the Scheme is April 1, 2015. The Scheme of Amalgamation was filed by Agilyst Consulting Private Limited with the High Court. The High Court vide its order dated April 1, 2016, has dispensed with the requirement for filing a separate 'Company Summons for Direction and Company Scheme Petition' under Sections 391-394 of the Companies Act, 1956 for eClerx Services Limited and therefore there was no requirement for holding meetings of shareholders or creditors of the company in this regard. The Scheme is pending before the Court for approval and would be effective only once the order is received from the Bombay High Court and filed with the Registrar of Companies. On 21 December 2015, eClerx Services allotted 10,180,609 Equity Shares of Rs. 10/- each as Bonus Shares to the Shareholders of the company in the ratio of 1 (One) Equity Share of Rs. 10/- each for every 3 (Three) Equity Shares of Rs. 10/- each held as on the Record Date, i.e. December 18, 2015.During the financial year ended 31 March 2017, eClerx Services bought back 1,170,000 fully paid-up equity shares of face value of Rs. 10 each, constituting up to 2.87% of the issued, subscribed and paid-up equity share capital of the company as on March 31, 2016. The Buyback was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the company as on October 28, 2016, by way of a Tender Offer for cash at a price of Rs. 2,000 per Equity Share for an aggregate amount up to Rs. 2,340 million excluding transaction cost(s), pursuant to shareholders approval dated October 14, 2016. The Buyback size was about 24.95% of the aggregate paid- up equity capital and free reserves of the company as per the standalone financial statements of the company for the financial year ended March 31, 2016. The acquisition of CLX Europe has helped eClerx Services expand service offering to encompass a larger part of the digital lifecycle for the clients. All marketing, process and people-related integration with CLX was completed during the year ended 31 March 2017 and this has started bearing fruits. eClerx Services' cable business was the fastest growing business during FY 2016-17. During the year, a subsidiary was set up in Canada with the intent of enhancing eClerx foot print. The company also made progress on enhancing global capabilities by announcing, setting up of an organic onshore delivery center in the US, which should allow eClerx to address client needs which cannot be met from offshore. During the year in review, eClerx Services augmented capacities in each of its three facilities viz. Mumbai, Pune and Chandigarh and at the end of March 2017, the company's India facilities had a total capacity of more than 9,000 seats and the centers are functioning at approximately 77% capacity. eClerx Services' step down subsidiary Agilyst Inc. USA was merged with the company's wholly owned subsidiary eClerx LLC, USA effective from January 1, 2017. eClerx Services' subsidiary eClerx Investment Ltd, BVI was wound up effective March 28, 2017. During the financial year ended 31 March 2018, eClerx Services bought back 1,290,000 fully paid-up equity shares of face value of Rs 10 each, constituting up to 3.24% of the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2017. The Buyback was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the Company as on February 05, 2018, by way of a Tender Offer for cash at a price of Rs 2,000 per Equity Share for an aggregate amount up to Rs 2,580 million excluding transaction cost(s), pursuant to shareholders approval dated January 23, 2018. The Buyback size was about 24.99% of the aggregate paid- up equity capital and free reserves of the Company as per the standalone financial statements of the company for the financial year ended March 31, 2018. In FY 2017-18, Company's Digital Services (DS) division focused on growing emerging clients into strategic client. The division invested heavily to increase its onshore consulting practice across the US, UK and Singapore as client requirements and solution complexity increases. In FY 2017-18, the company's Customer Operations business witnessed churn due to changes in client environment. The client value proposition was strengthened by leveraging emerging technologies and investment in Artificial Intelligence (AI) and Robotic Process Automation (RPA). The onshore delivery center in United States went live in FY 2017-18. Customer Operations also expanded geographically in Canada. During the year under review, the company launched nine new products viz. Roboworx, DocIntel, Billing Manager, Loans Manager, Compliance Manager, Confirmation Lifecycle Manager, eCube, Fleet Star and eVigilPro. In 2017-18, eClerx Services was able to successfully industrialise its Research and Development in Artificial Intelligence. The company improved its capabilities in Competitive Intelligence through more exhaustive utilisation of unstructured competitor data, significantly reduced operating costs in customer data review processes for Financial Markets and applied chatbot technology to various customer support functions - from training to customer interactions. During the year under review, eClerx Services invested in upskilling and reskilling its technology teams on critical areas such as digital, data science, security, and artificial intelligence. The Company had 8 subsidiaries including step down subsidiaries and 1 associate company as on March 31, 2020. The Company's Wholly Owned Subsidiary, eClerx Investments (UK) Limited had incorporated a 100% subsidiary in form of a private limited company at Netherlands, Europe in the name of eClerx B.V. on May 6, 2020. The Company had 15 subsidiaries including step down subsidiaries and 1 associate company as on March 31, 2021. During the year 2021, eClerx LLC, USA, a Wholly Owned Subsidiary of the Company entered into a Share Purchase Agreement to acquire share/membership interest of Eclipse Global Holdings LLC (dba Personiv), a Delaware Limited Liability Company headquartered in Austin, Texas, USA, along with all of its subsidiaries. Consequently, Eclipse Global Holdings LLC, USA, Personiv Contact Centres LLC, Delaware, ASEC Group LLC, Delaware, AGR Operations (Manila) Inc, AG Resources (India) Private Limited and Personiv Contact Centres India Private Limited became subsidiaries of the Company effective from December 23, 2020. The Company had 16 subsidiaries including step down subsidiaries and 1 associate company as on March 31, 2022. During the year 2022, the Company's Wholly Owned Subsidiary, eClerx Investments (UK) Limited setup of a 100% Subsidiary at Australia in the name of eClerx Pty Limited on January 13, 2022. In 2023, the Digital clients prioritized their direct channels. The Company saw very good traction for services around Field Tech Operations and Customer experience. Additionally, the Company gained new clients in the pharmaceutical, streaming, and telecom industries to maintain a strong and diverse portfolio. The domain-specific applications helped to provide differentiated services to clients, strengthening their position as a specialized service provider. While Robotic Process Automation and AI/ML based automation increased usage of on low-code/ no-code platforms in delivering solutions. In 2022-23, launching a major initiative on Generative AI, the Company has developed an orchestration platform that brings together the capabilities of various Generative AI models into a single framework. At the end of March 2023, the Company's offshore facilities had a total capacity of around 11,500 seats across India and Philippines. The Company on-boarded Oracle's HRMS platform - a massive global change management exercise involving new HR Technology and transformation in areas of recruitment, leave and attendance, learning, skill repository, HR AI and Analytics, chatbot, surveys, R&R and communities integration, etc. It leveraged people analytics to re-imagine their careers program by emphasizing on cultivating domain expertise across prioritized industry horizontals.