MPS Ltd

MPS Ltd AR 2021

  • MPS finds itself at an inflection point, poised to usher in a new era of organic growth. This growth will be fueled by our core strategy to Transform, Innovate, Maximize, and Elevate.

  • This five-year BUILD phase now needs to actively transition into a platform-led THRIVE phase, introducing a new era of organic growth for the business.

  • The acquisition of HighWire in the past year and the revival of the Content Solutions business give us the confidence that we are on the right track.

  • Content Solution

    • Content solutions reported revenues (FX-adjusted) of INR 229.22 crores compared to INR 205.29 Crores (FX-adjusted) in the previous year, a growth of 11.6 percent.

    • The positive change can be attributed to the successful implementation of a robust Business Continuity Program, stabilization of customers’ businesses after the initial setbacks of the lockdown, step-up in the volume of work from several of our core customers, and onboarding of new customers.

    • The primary driver of the growth in the Content Solutions business is the expansion of our Educational Publishing Practice, which includes MPS North America and the associated Content Production and Digital businesses driven from Indian operations

    • In the past year, we have seen much more educational products being developed and that too from a broad set of customers. Additionally, we saw certain key accounts in our Journals Content Management grow organically, resulting from exceptional delivery and quality even during the pandemic.

    • Ultimately, Content Solutions is the highestmargin business for us and continues to be the largest. Any positive movement in this business segment does proportionally impact the consolidated business.

    • Sustainable growth in the Content Solutions business is a great sign of the core strengthening ahead of Vision 2023.

  • Platform

    • Our agenda to grow the Platforms business segment in proportion to the consolidated business significantly advanced in FY21. From 16 percent in FY20, the platform business accounted for 33 percent of the revenue in FY21. The acquisition of HighWire Press on July 1, 2020, was the predominant driver of this initiative, while the organic growth in PaaS offerings such as THINK further solidified our growth strategy

    • HighWire In terms of financials, we have generated a PBT of INR 18 crores in the first nine months. We must put into context that the original purchase price for this business was INR 53 crores net of the working capital adjustments.

    • Customers for this business are growing, and our plans to increase the revenue per customer and number of customers are underway.

    • The acquisition of US Business of HighWire was carried out through the Company’s US branch and newly incorporated wholly owned subsidiary namely HighWire North America LLC, Delaware USA, by way of forward merger at a purchase price consideration of USD 6,100,000 (US Dollars six million and one hundred thousand only) .

    • The HighWire business at Northern Ireland and United Kingdom was carried out by way of purchase of 100% shares of HighWire Press Limited based at Northern Ireland (“NI Entity”) through its wholly owned subsidiary company MPS North America LLC, USA (“MPS NA LLC”), at a purchase consideration of USD 1,000,000 (US Dollars One Million only). NI Entity owns 100% shareholding of Semantico Limited (“UK Entity”). Pursuant to this acquisition, NI Entity has become subsidiary of MPS NA LLC and UK Entity has become the step down subsidiary of MPS NA LLC.

    • Highwire total purchase consideration was Rs. 59.51 cr against net assets of Rs. 34.02 cr and Goodwill of Rs. 25.48 cr.

  • E-Learning

    • Our eLearning solutions segment reported (FXadjusted) a decline of 24.5% percent in revenue from INR 75.52 crores in the previous year to INR 56.96 crores (FX-adjusted) in FY21.

    • eLearning Solutions was our sole business segment that was economically impacted by the COVID-19 pandemic

    • The year started with turbulent headwinds owing to the slowdown in the Order Book with customers. As the Order Book picked up during the financial year, the execution of projects still went slow. We are gradually building momentum as the Order Book has now reached previous levels, and the rate of execution is now also nearing normalcy as customers are opening up .

    • Our strategic direction, step-up in activities to revamp operations, and the market sentiment help us maintain a positive outlook toward this segment.

  • Financial

    • forex-gain-adjusted revenues of INR 424.22 crores in FY21. Revenue growth of 26.89 percent and that too in the year of a pandemic has been a tremendous feat indeed.

    • EBITDA significantly improved from INR 82.80 crores in FY20 to INR 109.56 crores in FY21, growth of 32.31 percent. While our EBITDA margins improved slightly, much work is still to be done to drive better profitability.

    • EPS was suppressed by as much as INR 6.5 due to the one-time tax events in Q3 and Q4. The former was related to a long-overdue matter from the Macmillan days, which was settled via the Vivad se Vishwas Scheme to avoid protracted litigation and the attendant uncertainty on the issues covered in those years. The latter relates to the impact of the Finance Act, 2021, which does not allow deduction of depreciation while computing taxable business profits, and affects past transactions.

    • Content Solutions, Platforms, and eLearning contributed 54 percent, 33 percent, and 13 percent of the revenue, respectively

    • while North America continues to be our largest market, our customer concentration continues to improve, with the top 5, top 10, and top 15 segments accounting for 38 percent, 50 percent, and 59 percent of the revenue , respectively. This trend of progress can drive more stability toward the longer-term growth aspirations of the business.

    • MPS continued to remain debt-free through the year, with surplus funds of INR 180 crores on its balance sheet at the close of the year under review.

    • During the financial year 2020-21, your Company has bought back 5,66,666 (Five Lakhs Sixty Six Thousand Six Hundred and Sixty Six) fully paid equity shares of face value of INR 10 each at a price of INR 600 (Rupees Six Hundred only) for an amount not exceeding INR 34,00,00,000 (Rupees Thirty Four Crores only) under tender offer route, representing 3.04% of the paid up share capital of the Company. The Buyback was completed on 7th October, 2020. Pursuant to the completion of buyback, paid up share capital of the company stands reduced from INR 18.62 crores to INR 18.05 crores.

    • Sales Bifurcation region wise (Rs. in Lac)India (country of domicile) 766.85 (1,242.66) Europe 11,600.61 (11,470.82)USA 28,526.65 (19,285.17)Rest of the World 1,360.64 (1,166.63)Total 42,254.75 (33,165.28)

  • MPS employs over 2,571 people across 15 centers in seven countries. We have a significant presence in the USA, Europe, and India. Content Solutions is our largest segment by strength, with a total headcount of 1970. Dehradun is our largest center in India, employing over 1,000 associates .

  • The Company had 2269 permanent employees on its rolls as on March 31, 2021.

  • We have made seven acquisitions in seven years. These acquisitions brought synergies in business operations and solutions development, capabilities to amplify our skillset, and expanded our customer base and revenue streams to diversify and strengthen our business as a whole.

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4 Likes

Very arrogant of the mgmt to dodge the question saying that “You are not forced to be shareholder of MPS”. He should have instead tried to calm the shareholder addressing the Q.

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Yes - this is the response that rahul arorA has given a couple of times not only once when challenged on performance. He forgets that shareholders appoint management - just because they are majority shareholders, they forget this fact. I myself found this as very arrogant. Although I continue to be a shareholder…

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Over the years I’ve learned that It doesn’t pay to be emotionally attached to your portfolio stock where you are only a minority shareholder with zero control on business/mgmt decisions and it pays to play only around your strengths one of which is to stay in when investment is doing well, stay out otherwise.

One has to be an Opportunist and not Idealist/Moralist.

Disc: No Exposure as of now.

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Seems like an interesting acquisition by the company.

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MPS Ltd has reported good Q2 results and in Concall the Management hinted net profit could be 100 crores for fy 23. The stock which was neglected has found few takers now. Their platform business is work in progress and can report profits in couple of years . In Tech driven Education space MPS seems to be nosing ahead

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MPS has been growing from strength to strength over the last several qtrs. The Co. holds calls after its quarterly numbers, the transcripts of which are available, so one can get a very good idea about the various dimensions of the business.

Apart from organic growth, the Co. has been acquiring companies abroad & integrating them. What has changed is that earlier it was acquiring Co.'s in distress at throw away valuations, which had a longer turn around period. Subsequently, it decided to change strategy & has started acquiring running profitable Co.'s at reasonable valuations that are earnings accretive in the very first year itself. The last acquisition of E.I. Design was one such case. Having merged it successfully, it is feeling confident of repeating the process with other acquisitions for which it is planning a QIP for about 250 crs.

Given below is part of the explanatory statement that comes with the Postal ballet, which gives decent insights into its business plans going forward. The markets have not been enthused by the proposed equity dilution and the stock has been hammered down post the announcement from 1100 to around 900 levels. This is quite likely a knee jerk reaction. Here is a Co. that is finding plenty of growth opportunities & raising funds for that purpose while many Co.'s are struggling for growth. The fall in the share price, though sharp, has been on low delivery volumes, perhaps suggesting the bears having a field day. A just as sharp reversal is always a possibility in such cases. The current correction appears to be a decent buying opportunity.

EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 SETTING OUT ALL MATERIAL FACTS: ITEM 1: TO CONSIDER AND APPROVE THE PROPOSAL FOR CAPITAL RAISING IN ONE OR MORE TRANCHES BY WAY OF ISSUANCE OF EQUITY SHARES AND/OR EQUITY LINKED SECURITIES BY WAY OF QUALIFIED INSTITUTIONS PLACEMENT (“QIP”)

This is to update the shareholders that the management has ambitious plans to build meaningful scale for the Company in the coming years. Coming out of the Pandemic, the Company has gained impressive momentum. All business segments are performing ahead of expectations, and the Company is now a provider of choice in its markets. Five levers power MPS‟ growth strategy in the coming years, including leading with a market-based approach, scaling STAR accounts, acquiring new customer logos via compelling marketing, developing new capabilities, and acquiring growing assets that further add to the momentum. The recent acquisition of E.I. Design Private Limited was a successful demonstration of the revised acquisition strategy, and the successful integration of E.I. Design Private Limited into the Company has given tremendous confidence to build upon the momentum. 2023 is turning out to be another year of expansion for MPS. The Company continues to evaluate acquisition opportunities to grow and strengthen its financial position. Further, the industry that MPS operates in is highly fragmented and is ripe for consolidation. Growth through the inorganic route provides opportunities to enhance product/service offerings, build scale, and further consolidate the Company‟s position as a market leader. The Company is considering various means to tap these growth opportunities, including strategic acquisitions, investments, and buyouts. The Company has multiple options at an advanced finalization stage and competitive price points. Hence, it is imperative to have access to ready funds so that the Company can close these opportunities efficiently and on time.

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Doubt on any existing investor’s mind would have been why not raise debt, 250 crores they could service out in 3 years at current run rate?

This is a company which has done prudent buybacks, and is sitting on good amount of cash. Their recent capital allocation has been top-notch, so equity dilution does raise a question mark (and will become an overhang on stock price after 12 months). My only conclusion/self comfort was that maybe they are going for a massive acquistion! Will be interesting to see what happens in the near future in this company, fingers crossed for positive outcome.

Disc - invested and holding.

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Two issues here:
a) In general IT/BPO/KPO business is facing headwinds and in such scenario the sector valuations get compressed irrespective of how well a company does.
b) What if the dilution is at a significant discount to CMP?

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Fair point - isn’t that the best time to go aggressive on acquisition - just from timing perspective.

Co was particular on harping on the point of acquisition during H2 21 (specifically highlighting timing) for last acquistion.

One positive seems ESOP price which is fair to investors - unlike many other cos they are not using RSU at huge discounts - grant price is mkt price.

QIP price
Might be wrong here with limited understanding, but QIP is supposed to be a formulae driven - which comes to similar levels as current price. Wouldn’t co had some sort of price discovery among interested parties before announcing this path?


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Fair point @Dev_S . Just one more thing last time MPS did dilution at around 840 some eight years back and it wasn’t great for investors. In general the record of companies post QIP hasn’t been great. MPS generates significant cash flows (around 80 cr) holds around 150 cr in cash and investments and gives out significant dividends. If I was a current shareholder I would have wanted dilution at much higher valuations or none at all given the cash flow position.

On the business cycle, it is probably the start of the weak cycle as indicated by Infy results for IT/ITES and can extend significantly. The issue is even if MPS does great with the raised capital in an overall down cycle the exit multiples of the sector goes down.

The price correction from 1100 to 900 in a single day again wasn’t very healthy.

Of course all these are very generic/broad assumptions and should supersede by business knowledge.

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The preference issue seems to have killed all the momentum of the stock (not to mention the downfall from the top). The management has been fairly shareholder friendly in recent past (dividends and buybacks) and even the recent acquisitions have been value accretive. Its difficult to figure out the need to raise equity when the company can easily service a good size (say 200Cr) acquisition with debt and repay that over 4-5 years from operating cashflows. And as you rightly mentioned QIPs usually mark the tops for most shares for next 3-4 years.

It really remains to be seen if the management can justify this move by getting even a bigger acquisition done and therefore did not wish to rely only on debt for that. Otherwise, the timing of this raise is highly questionable, as its after almost 5-6 years that share has started to see earnings and price momentum.

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Company is on solid footing with all acquisitions alligning and moving to stable margins and growth phase. Management has been hinting at open to buy business of a bigger proportion and also having positive cash flow. Vision is clear. Momentum is in favour. Q4 results should be good to showcase the company. Price and qip response will be key watchable factors.

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Management hinting at tripling revenue by 2028. My assumption is they are talking about organic growth. Any new investment which is eps accretive will be bonus. Management is very vocal and is walking the talk.

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superb prescience bagdu bhai. all u predicted in 2012 coming true in 2023.

whats your view on MPS now & your comments on execution by mgmt opp size & expected growth in future?

MPS was one of the earliest discovered stock at VP so other VPers too can give their inputs.Some recent positive triggers making future look bright ?

Tracking position here

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MPS CONCALL.

VIEWS INVITED from vpers who hv been tracking the co for long.

is QIP rasing a big concern?

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A company with 110 crores of CFO

185 crores of investment and cash on the Balance sheet.

Trading at 19x PE.

What is the need for doing a QIP?

Existing shareholders end up losing as valuations aren’t favourable for a QIP… Raising borrowings of 150-200 crores. Which is nearly 2x of OCF would have helped. Dividend or redistribution could have been stopped for the shareholders.

Something doesn’t make sense here

Disc: studying. Not invested.

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I think the management is very conservative

Even in the concall they mentioned that they will take debt upto the one year cashflow(100-110cr) and will only raise funds through equity only when they can deploy it in 2 quarters.

Disclosure - Invested

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I agree. In my opinion it is more important how they deploy the capital. If the acquisition is margin and EPS accretive, it should be good for shareholders. So far the management has done well to create value.

I am more worried about the impact of AI on their business. Rahul Arora was asked the question on the concall. My understanding of his answer is that AI can be integrated into their product. Their customers will still need them to implement the solutions, they won’t be able to do it on their own. I would request someone with domain knowledge to comment on this answer. Is this a fair assessment of AI use-case in their business?

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