M&A Announcement

Sep 22, 2021

Slides

Please note that this conference is being recorded. During this call, the management team will refer to a presentation that is available on the webcast link provided in the calendar invite. The same presentation is also available on the Mphasis website in the Investors section. Please note, participants joined through webcast ask a question will have to join the audio bridge by dialing the numbers shared by the management. I now hand the conference over to Mr. Nitin Rakesh, CEO of Mphasis. Thank you. And over to you, Mr. Rakesh. Thank you, moderator. Good morning, everyone. Thank you for joining the call this morning. I hope you're all staying healthy and well. I'm very pleased to announce our acquisition of Blink. Blink is a user experience strategy, research and design firm that works with great companies to create meaningful digital products, brands and experiences. With studios in Austin, Boston, San Diego, San Francisco and Seattle, Blink brings 2 decades of experience using evidence driven design process to projects for marquee clients such as Amazon, Google, Microsoft, Facebook, NASA among other blue chip names. This acquisition is consistent with our M and A focus on acquiring deep expertise in digital technologies. We believe this will serve as a powerful differentiator and value add to emphasis on assisting clients with their digital transformation journey. Let me introduce to you the 2 Co Founders of Blink, Karen and Kelly, before I dive into the details. Karen is the Chief Executive Officer and Co Founder of Blink. She is primarily focused on company vision and developing strategies to get there. Has a long history of execution and implementation in combination with innovative big picture thinking. Kelly is the Chief Innovation Officer and Co Founder of Link. He focuses on the future of Link's tools, services and methods, while also working on projects with unique challenges. He's passionate about making our daily interactions with technology more innovative, intuitive and rewarding. Karen? Thanks, Nitin. Hello, everybody, and greetings from Seattle to all of you. Kelly and I are really excited to be here today. We started BLINK 21 years ago and have been practicing evidence driven design for over 2 decades now. We have a world class research team and state of the art labs in 3 cities. We have conducted thousands of UX research studies and have been involved in the development of hundreds of evidence driven products and services, including many that you may have used such as Amazon Alexa, Microsoft Xbox and the Starbucks mobile app. We work with many of the most admired businesses and organizations in the world. We work with tech. We also work with traditional companies whose industries are being transformed by technology. What all of our clients have in common is a desire to increase their impact through better products, smarter technology and a relentless focus on the user experience. On this slide here, you'll see some facts pertaining to Blink. Our estimated revenue for 2021 is US33 dollars to US35 $1,000,000 CY21. We registered a robust 42% revenue CAGR over CY17 to 2020. We are wholly centered in the United States and we have over 130 high end digital design and research skilled professionals in our 5 studios. Research and design of hardware and software accounts to the bulk of our revenue and we have a strong evidence driven design methodology as a key differentiator. We have a marquee client base including technology firms such as Microsoft, Amazon, Google and Facebook among others, and we have a tenure in those clients of around 10 years. Kelly, I'll hand it over to you to talk more about our services. Thanks, Karen. As Karen said, Blink works with many of the most admired businesses and organizations in the world. We work with tech pioneers. We also work with traditional companies whose industries are being transformed by technology. What our clients have in common is a desire to increase their impact through better products, smarter technology and a relentless focus on user experience. Our goal is to deeply understand our client's customer knowing their needs, motivation, mental models, context of use, gaps and opportunities allows us to design complex and enterprise systems that truly meet users' needs, market opportunities, streamline back office workflows, reducing friction, provide value and delight customers. Our qualitative one on one user research sessions combined with quantitative statistical and survey work are really the backbone of everything that we do at Link. It really takes the guesswork out of strategy, design and innovation. Based on qualitative user research, we use human behavior data to inform new and existing products and service strategies that are innovative, useful and game changing. We advise companies not only how to build their products, but what to build through user research, user centered design workshops and project or product and visiting projects. We help develop product strategy and define the overall user experience throughout a complex system, starting with system level workflow design through to specific behaviors of every single user interaction, click and pixel. Interaction design, motion design, interface design and visual design are the 4 main disciplines used to create final digital product. We've been practicing evidence driven design for more than 20 years. We have a world class research team with state of the art labs in 3 cities. We've conducted thousands of UX studies and been involved in the development of hundreds of evidence driven products and services. Nitin, back to you, please. Thank you, Karen and Kelly. Let me talk about the strategic rationale and this acquisition aligns with our strategy to be a trusted partner to our clients in the digital transformation journey. We articulate our strategic rationale as follows. Firstly, it's a capability acquisition leading to our total addressable market or TAM expansion. This helps significantly expand our TAM by helping us shift left to the forefront of customer experience and in alignment with our front to back transformation model. It establishes us in the faster growing segments of digital tech such as research, design and strategy and opens up access to new decision makers in client firms such as product and technology leaders. We have the ability to take client product from research to implementation. Secondly, this helps us create high currency opportunities in Enfys' existing client base. It significantly strengthens our experience competencies, which would help us move upstream in the digital footprint of our existing clients. Our BFSI and high-tech verticals will get significant uplift from this acquired capability. 3rd, access to Blinks marquee client base is a significant growth potential by leveraging our proven strategic account model to this client base. Finally, this is a leadership accretive acquisition with Blinks' strong and tenured leadership accruing to us. We retained the 2 founders and the leadership team with average experience over 20 years. This will significantly expand our design and business leadership across the company. With Blink, we will be able to shift left and engage with clients meaningfully early on in their digital journey in a way moving upstream by addressing the strategy, research and design needs of customers. Our use cases here in the upstream phase are more consultative in nature, revolving around strategy, marketing, customer management and employee management. Boosting our capability in the significant influence market with our acquired upstream capabilities by Blink will serve as a differentiating beachhead, while we see meaningful scope of playing in larger full stack digital transformation based contracts using our drive teams and the account mining methodologies. If you look at the design and experience capabilities that are important to us in the multiple deal types, consulting U. S. Capabilities will effectively give our experienced driver much needed boost and reinforce following this acquisition. Equally importantly, this opens avenues for significant other engagements that our other tribes can more closely get involved with. Strengthens our ability to offer integrated deal offerings across think, design, build and manage phases of the digital transformation journey as discussed in the prior slide. For example, in the platform as a service drive, blinq adds value and credentials in areas such as journey design, platform design and usability testing. Areas listed here on this slide will benefit from blinq acquisition almost account for 70% of our FY 2021 pipeline. It also reinforces our 4 pillar strategy to drive sustainable and scalable growth. Fits in quite nicely with our institutionalizable, scalable and helps us further multiple strategic objectives of acquiring differentiated capability, a new market client base and business accretive leadership group. A quick reiteration of PACS, Flink has grown 42% CAGR over Ceva 17 to 20. Estimated CY 21 revenue is US33 dollars to $35,000,000 It has strong research, design and strategy skills and has built up an enviable Bluetooth client base. We bring onboard over 130 highly skilled digital tech designers and research professionals and 5 design studios. Notably, being on-site centric, Bling's gross margins are significantly higher, reflecting quality of revenue. We expect this acquisition to impact EBIT margins by about 100 bps over the next 2 years due to target based retention incentives and amortization expenses. We expect the EBIT margins to normalize after that. Over time, we expect accelerated revenue growth from this acquisition with synergies accruing from multiple levers, namely, emphasis integrating and selling BliNK's capabilities to its core client base. Second, cross selling Emphasis capabilities into Blink's blue chip client base and lastly, joint sales and GTM motions targeted at net new clients. The base case realization of these synergy threads represents multiplier revenue scenario opportunity from the current revenue base. To sum up, Blink aligns with our M and A philosophy of targeting assets with deep differentiated digital expertise, following on from our prior acquisitions of Stellijns and Real Estate. I warmly welcome Blink, its leadership and employees to the Mphasis family. With this, we'll open up the floor for Q and A. Operator? Thank you very much. We'll now begin the question and answer session. The first question is from the line of Nathan from Investec. Please go ahead. Hi, good morning everyone and congrats on the acquisition. I have a couple. The first is the 42% CAGR growth that we have seen in the past 3 years for BLINK, how much of the is all of that organic? So that's the first one. The second is, I think there's 100 bps sort of impact as you suggested on EBIT due to amortization costs. So obviously, the quicker you get synergy benefits, the better. So just wanted your thoughts in terms of your confidence on how quickly those synergy benefits can sort of play through? What are sort of low hanging fruits there in terms of being able to accrue those synergy benefits? And what are you more bullish about? Is it more on the high-tech space or the BSSI space in terms of the clientele that Blynk brings across? Thanks. So, Nitin, I think on the first question, the growth rate is inclusive of 2 small acquisitions done that were essentially on the design side, because Blynk came from the research side of the house. Having said that, I think the growth even on an organic basis has been fairly strong. We won't break it out in terms of what the numbers were, but it's fairly strong growth as expected in the quality of plants and the tenure that the company has had with these customers. On the second question around the 100 bps impact, it is not so much an impact around margin dilution, but more an issue of the amort and one time costs that we are taking for the transaction as well as retention costs. We could technically have taken the retention away from the P and L and moved it into the cost of acquisition. But I think it's important given that very large part of the acquisition thesis is talent. It's important to create a retention thesis with alongside the cost of acquisition. Manish, do you want to take a stab at the rest of the margin discussion? Yes, Nitin. So on a standalone basis, the business actually is gross margin accretive significantly compared to emphasis gross margin. And even at EBIT level and EBITDA level, it is actually better, if not significantly better compared to similar business of emphasis. Despite the fact that typically on a small business, you would expect the SG and A percentage to be higher given, one, it is on-site centric or rather completely on-site. And second, there is a smaller revenue base to amortize that SG and A expense over. So on an overall basis, if we were to not account for the amortization because of the intangibles that get created when we do the acquisition or the retention charges that we are for the reasons that Nitin mentioned taking, then we would actually have had a EBITDA accretive business as well. It is a gross margin accretive business any which way. And while we have said we should expect normalization of margins over a 2 year period, I think as you rightly mentioned, if we are able to execute on the synergies faster, we should be able to do that earlier than 2 years. Sure. And I think the other question was which sort of segment are you more bullish about in terms of synergies? Is it high-tech or is it BFSI? And just one follow-up was how much should we bake in as amortization versus retention hitting that 100 bps sort of EBIT dilution? And would some of the retention be upfronted, which is more near term? And later on it should sort of taper down going into next year? So I can take the margin question first, Nitani. From a charge perspective, I think the retention and the amortization are fairly equal. And the charge on retention is mostly in the 1st 2 years, while amortization, as you know, gets distributed over a 5 year period. And our expectation will be we should be able to neutralize both of those through synergy even before the overall charge is taken in over the 2 or 5 year period. I think on the question of synergy, so there are 2 elements of synergy. 1 is effectively expanding our TAM within our existing clients and that's probably across the spectrum, banking, insurance, travel and logistics, high-tech included. So that's clearly a need from almost every client base. And I think we talked about expansion of TAM going into new buyers within our current clients. 2nd, obviously, is an exciting element of synergy also comes from the fact that we are actually getting into a segment of customers that we don't have today. So I think it's both elements. So that will probably more likely to get accounted in our high-tech segment, but there are other non high-tech clients in the Bling customer base also, some retail, some consumer. So I think it's a combination of both of those elements. That's helpful. Thank you, Nitin. Thank you, Manish. Thank you. Thank you. Thank you. The next question is from the line of Mukul Gharth from Motilal Oswal Financial Services. Please go ahead. Yes, thanks. Congrats, very interesting acquisition. Two questions from my side. First, again, on the synergy, while we do understand that cost synergies are very evident here, but if you can just help us understand, is there a low hanging fruit in terms of deeper penetration by Blink into the user experience market, assuming that they are free, bulk of their revenues? Is scale something which can really help them speed up the growth over next 2 years? And second, on the given that there will be a head off 100 basis points in margins and there will be it will be dilutive on the pad side, Is this something which you guys given that you are estimating or expecting growth to speed up believe that can neutralize by FY 'twenty three? So I think on the first question, there are two elements of synergy that we've actually spent a lot of time on. 1 you rightly said is scale. And I think that's one of the very clear, I would say, immediate term areas where we can actually help, both in terms of expansion of geographic footprint, new talent pools, as well as potentially expansion of markets as well, because we do have a business outside of the U. S. That will also be very, very helped by this capability. So surrounding the link ecosystem and they have a very interesting supply chain model of how they actually bring in people during the research process for short years of time. So I think that's definitely one element. 2nd element also is the combination of design with engineering and architecture. They're obviously leading it from a design perspective. We've led this from an architecture and engineering perspective. So that's the end to end from in fact, we were actually phrasing it as the taking a product from design to live, actually bringing it to life. So that end to end implementation from all the way from research to design to implementation, development and launch is the other area where I think there is immediate synergy possibilities within their client base as well as within our client base. The second part of your question around the CY23, I think the answer is absolutely yes. It's a direct reflection of again, keep in mind, we've been talking about finding growth engines and making sure that we are able to continue to accelerate our direct growth. So this will fit right into that whole construct by actually turbocharging the experience drive. Given that we have a very complementary fit in what we do currently in that in that drive and what this brings into that with strategy, research and design besides experience. So the answer is absolutely yes. We do believe that we have a shot at making sure that we are able to turn around the impact on EBIT, even though the impact is actually more one time in nature. But growth can and synergies can absolutely help us overcome that short term impact. Sure. Let me just one clarification. Is it like possible to give us a sense of how large is their design position right now? Or is it predominantly a user experience from as of now and design and architecture can scale up once the combined entity gets in place? No, actually, I think when Kelly was talking about the scope of services, which you will actually get a chance to look at the transcript, you will actually see it is more than just user experience design. It's actually all the way from helping firms conceptualize an idea through research and strategy, then actually bringing in outside folks in their studios to help them think through the design of the product and then finalizing it from a strategy and design perspective into pre launch implementation phase. And that's when they handed over to some either internal teams or other third parties to actually implement or build the product. So I think it's much more than just user experience. I think user experience is just one element of what brings us. Anything Karen or Kelly, please, if you could add anything you may want to add on that. Yes, I would agree. And many of our clients are thinking not only in terms of the products they offer, but also service design at a holistic level within their customer experiences. Great. I think that was really helpful. Thanks for taking the question. Thank you. The next question is from the line of Mohit Jain from Anghathi. Please go ahead. Got two questions, more like a clarification. But this $94,000,000 payout, so the retention part that you spoke about, is it separate part or is it all included in the $94,000,000 payout? It is not included in the 94%, because 94% is the consideration that is being given as cost of acquisition. Retention is over and above that. So Arnaut is not part of the retention, Arnaut is not separate. And then on top of that, there's a retention in Qualify, the amount that you got worth retention? I think the 94 number includes, as I mentioned, everything that is included in the cost of acquisition. So there is a formula that we've applied to make sure that there is an element of our net, but we won't be able to use that beta. I'm sorry, but the 94 does not include retention, that's what you're saying, right? Yes. It does not include retention. Otherwise, it would not be a P and L chart. So this will be a cash outflow, I'm assuming that it will go through P and L and cash flow in the area where it becomes due? Yes. I think if I can take that question, Nitin. The 94 is the purchase consideration, which is capitalized, converted into goodwill and intangible. Intangible gets amortized. The portion which is paid for retention does not come into the capitalization, it gets charged to the P and L, which is what we have communicated the P and L plus charge is equal to the retention charge and the amortization charge. However, we are not giving a breakup of what is the earn out portion in the retention and what is the earn out portion in the purchase consideration. Okay. And just 100 basis point margin impact that you're talking about, this assumes amortization over 5 years, is that correct? So amortization of intangibles happen over 5 years, retention is for a shorter duration. Right. 3 years you mentioned, but the impact of 100 basis points of margin that you guys spoke about, that is the total impact after taking these two things into consideration? That is right. Okay. And so last thing on this like this question came up before, but it appear that there were really large number of clients. So if you could help us in the sense broadly and you also spoke about 10 year relationship with the existing clients. So if you could talk about a little bit about the kind of projects that details that currently get, what is the average size and tenure of such assignments? Mohit, we won't be able we won't actually like to give you that detail for competitive reasons. But clearly, the business is very well aligned to new product launches across many spectrums, many industries. The fact that they have a very strong tenure with some of the best brands in the business means they've actually been able to impact many of their core product launches. And I think Darren gave some examples of Amazon, Alexa and the likes. So the size of the project is actually is less relevant. The engagement from design to launch is more relevant, because that may be 5 different SOWs, because the project the product goes from concept to design to development. And hence, I think the engagement the repeatability in the business is very high. So their ability to continue to do business with the same customers is what really is attractive here, more than what the average size or duration of contract is. Okay. And last one in terms of guide overlap, it appears that there's a very little overlap with emphasis, right. Is that a fair assumption? Yes, absolutely fair assumption. All right. So thank you. That's all from my side and also Ben. Thank you. Thank you. Thank you. The next question is from the line of Dipesh Mehta from MK Global. Please go ahead. Yes. Thanks for the opportunity. A couple of questions. First of all, can you help us get some sense about client concentration and stickiness into business? I just want to understand in terms of cohort, how the relationship over a period of time grows or typically difficult to grow kind of relationship because of the way we engage. If you can provide some perspective there. Second question is about the selling shareholder perspective, whether management owns some stake, which where we are paying some retention related thing. So whether currently they own the stake in the company, which we are buying out, If you can provide some perspective and when we say talent retention related, whether it is ESOP related charge where we are issuing some equity to retain them or it is largely cash payment? Thanks. So Dipesh, I will take the first question and Manish can answer the second one. I think I answered the question around average tenure of top clients is approximately 10 years. That obviously means there are clients that have gone 20 and there are clients that are in the last 2 years or 3 years range as well. The type of projects has obviously evolved over a period of time as the end customers have also evolved and broadened their product portfolio. For the most part, as I mentioned, it used to be more strategy and research driven and it has gotten further extended into strategy, research, design and experience. And design is not just the design of the U. S, but it's also the design of the product and the service that goes around it. So it's a combination of experience design, product design and service design across the spectrum of these customers. From a concentration standpoint, it is not unlike any other business. Obviously, they have top 5 accounts clients that are fairly important. But given the nature of the business, they have a continuous relationship with many clients in the top 25 to 30 range. I think what's important to us is the previous comment which I made, which is there is minimal overlap in the client base. Some of their clients obviously we work with on the partner side and this is a nice complement for us to be able to add to a customer set in a business like high-tech especially. Keep in mind, we are probably one of the few firms on the street, which have successfully done both high-tech both tech work as well as R and D work for high-tech customers. So for us, it's actually we are used to taking multiple services to these customers and we will add research and design to that as well. Manish, you want to take the second one on the retention piece? Yes, Nitin. So, Dipesh, the retention is not a charge for stock compensation. It is going to be cash, which is paid over 2 years for performance as well as retention in the company. And we are not giving the breakup of what the ownership structure of the company is and where we are buying from. But it is fair to assume that the management team, the leadership team owns fairly good portion of the company to be vested in making sure that the company performs and are now start delivering. Understand. If I can ask a related question about if you can provide some perspective, we have existing good client with us. How much, let's say, our client might be spending on such areas where Blynk UX provides services? And earlier, we used to use some other vendor to provide those kind of services as a part of overall offering. So I think, Dipesh, the right way to think about it, we were actually not using some other vendor. It's not that we had somebody else that we would bring in. Our client would definitely bring in somebody else. The global customer experience management market size by 2025, 2026 is expected to be around $24,000,000,000 $25,000,000,000 So that's a very big TAM. The right way to think about it is that we've expanded that TAM to our current TAM. That market is growing at about 25% to 30% year over year, especially in the last 12 to 18 months and the growth has accelerated. So this is really playing in a high growth market with world class competency, expanding our capabilities, augmenting them to the experience drive. And of course, taking it back to our client base where we actually now have new profit pools to go win business in. Understand. Thank you. Thank you. The next question is from the line of Sandeep Shah from Equator Securities. Please go ahead. Yes. Thanks for the opportunity and congrats for the good acquisition. Can you draw some light in terms of the industry split of Deepgram and percentage revenue, which may be coming from a bond digital new generation companies versus traditional companies? I would say, 95% of the revenue is actually mostly from bond digital companies. There is a small percentage of revenues from other players in consumer and telecom. But bulk of the revenue is from the brand that you saw on the list that we had in the deck. Okay. So their exposure to BFSI is not very big, so it's largely high-tech consumer technology. Correct. It's been an aspirational market for Glink. And I think with this partnership, we can obviously very quickly enable synergies there. Okay. I'm just curious to know being founded in 2,000, looking at the likely run rate of 30395, the scale up does not seem that high in the last two decades. So is it the nature of the business more project based actually? So what are the reasons? Again, I think you have to think about how the business has evolved. You are now focused on experience and design and everything you do, but that is 2021. That wasn't the market in 2020. I think it was a very focused research driven business that would actually bring in think of this as a new age market research firm that would actually bring in groups of people into the studios and help these digital native companies start thinking about product launches. That has evolved over a period of time. And I think the real scalability and the real chunk of spend actually happens in used to happen in engineering and development work, which I think both Karen and Kelly decided to stay away from because they wanted to maintain their market leading purity of thought when it came to design research strategy and then they added design to that a few years ago. So I think now the thinking obviously is that from their perspective, and I'm not speaking for them, they're right here, but from their perspective, given the competitive intensity and the type of deal activity that has happened in this area and the type of customer feedback, clients don't really want multiple handovers when it comes to large digital projects. And hence, the ability to actually blend design, engineering development and implementation has become key. So I think the nature of the business has changed and that's obviously the reason why this partnership makes a lot more sense today. Sandeep, Eric Hosoda, a mutual line from your side and go ahead. Sandeep, Shahri, do you have any follow-up question? I think we lost him. You can go to the next question. The next question is from the line of Abhishek S. From Incred Capital. Please go ahead. Yes. Hi. Thanks for the opportunity. Two questions. One for the co founder. Now definitely this looks like a great acquisition for the Mphasis. What made them look at Mphasis? If you can just highlight that as a partner. And the second one is for Nitin. If we reconcile your commentary about solutions more on the Hi Tec side and the fact that we are working with a large number of banks today. How quickly can we use the current partnership in selling incremental services in the top 10 banks that we have? Thank you. So I'll take that question on banking first, and then I can have Karen or Kelly talk about why emphasis. I think for us, we have been looking for an opportunity to expand these services, because we've seen that demand pick up. We've also seen our experienced drive gain more success and scale over the last 12 to 18 months. So this was really for us as much a forward looking proactive move as it was purely to meet the current demand we have. So I think we should be able to create a synergy in fairly short order. Hopefully, in the next quarter or 2, we should actually be able to expand on this. And the plan is exactly that through our integration plan and our go to market integration starting 1st week of October. In terms of the other segments, of course, we are equally excited about the opportunity on the Hy Tech side, as I mentioned, but that will probably be a slightly more longer tail reverse integration type of thinking, which will probably go into FY 2020, related part of 2022 and early part of FY 2023. So both of those are very much part of the thesis and we expect them to actually be able to play a role in short to medium term. Karen? Yes, sure. So we've been looking for quite some time for a partner to be able to take our strategy and design through to launch. And we're looking for innovative high quality engineering that could really work seamlessly with our research and design team. So there was no question when we met emphasis that it was going to be a perfect match. I just add to that great alignment with target customer verticals as well. That's helpful. And just a follow-up to Nitin. So you've been highlighting that Hy Tech run rate is now reaching almost $100,000,000 and how you also commented that now the Hy Tech growth is more of a few quarters down the line phenomenon. So should we expect a significant chunk of growth rate coming in 23 for Hy Tech or the organic business is doing still kind of No, no, organic is when I talked about the growth in Hi Tec, I was talking about the customers that we are acquiring. I think that will probably be given the size of these customers that probably a slightly more intense effort than plugging this into our existing client base, so to speak. But our current Hi Tec business is fairly on an organic basis doing well. No change to that. Thank you for taking my question and best wishes. Thank you. Thank you. The next question is from the line of Himal Goel from Union Asset Management. Please go ahead. Yes, thanks for the opportunity. My question on synergy has been answered. Just one data point, if I heard you right, the 100 basis points impact that the company is expecting over the next couple of years is equally sort of divided into the retention and amortization, right? That's right, Amit. Yes. And if it's just would you be able to quantify the total retention amount that we could see? And when will that get affected? Will it be in Q2 itself? Or how will it be distributed? No, Himang. We won't be able to give you a quantification of that. However, this is more a directional thing that we have shared. I think keep in mind that we already Manish already gave you the breakup that the amortization is over 5 and the retention is over 2. So that itself will give you a sense of when this impact will anyway start getting diluted. I think through synergies and other operating levers, we will definitely want to make it up sooner than 2 years. Fair enough. Thank you so much for the opportunity. All the best. Thank you. Thank you. The next question is from the line of Solab from Morgan Stanley. Please go ahead. Hi. Thanks for taking my question. My first question is around the retention that we are planning to pay out. So just wanted to understand if there is any sort of a lock in period that is embedded here for the talent that we are paying this attention to? And how do we plan to retain if there is not? So, typically, we are as Nitin mentioned earlier from the strategy rationale, one of the key objectives for us is capability, which is what we have been talking about as our key access for M and A, and that's what we have been doing in the past also. And that means performance and retention of talent becomes critical. So the retention structures will ensure that we have the talent that we are acquiring stay with us as well as perform. So both of those metrics will be considered when we look at the payout of retention. So just a clarification. So that means there is no sort of a lock in period for the employees that you're paying the retention to. It's basis as and when they retain till the end of the year, then you pay the retention period out. No, the meaning of retention is that they get paid if they stay, right? So that would effectively be the lock in period. Sure, sure, sure. And just one more clarification on the earlier comment made on amortization and retention being equal. Is that on an annual basis or a 2 year impact of retention is equal to the 5 year impact on amortization? I think the dilution that we are expecting is fairly distributed between retention and amortization. And amortization anyway is intangible. It won't impact the EBITDA. So as you see our financials, you will be able to make out the difference. Sure, sure. And then other bit is from Nitin that how do we plan to continue this entity over a longer term? And the way we would approach our go to market strategy, how would that pan out with the combined business? Any color you could provide there? Yes. I think there is a fairly well detailed post merger integration plan that will keep the entity separate, have its own independent identity. You've seen the element of that brand in the presentation. It's definitely going to represent both brands. But given the nature of the work and the positioning of the company, I think we are keeping their distinctiveness alive. We also want to make sure that we create what we are calling connectivity issues, which are points of integration across 3 different fronts. 1, obviously, is the competency front. So the Experience Drive extension, and I think in a number of ways this will really boost and turbocharge our Experience business, given the additional elements of design research and strategy that are coming in. 2nd, there is a GTM extension. GTM extension has 2 parts to it. 1 is offerings taken to our existing customers and the other is expanding the footprint within the customers that we are acquiring through Blink. And those are the 2 things I talked about in the last few minutes. And the 3rd connected issue obviously as a point of integration obviously is on operations things like scalability, supply chain, geographic expansion and how do we kind of blend some of these services into our other deal architect that we've talked about in the past as well. So I think the plan is fairly well thought through. We will there will be an element of distinctiveness, while there will be also elements of points of integration, so we can leverage and expand the TAM concept construct that I talked about. Sure, sure. That's helpful. My last bit is on the competition that the firm that really sees on the ground. So who would be the typical competitor that Blink sees? Any small or large names that you can throw out? And is the approach to projects and deals proactive in nature? Or how do they really go out and end these projects? So I think given that this is an emphasis analyst call, we will not name any competitors on this call. But I think the answer is pretty straightforward. There are niche design firms and then there are also global firms that have also done many acquisitions of this nature. And there are many dedicated at scale European and Latin American design firms that are also very active in this space. So that's the spectrum. We were obviously competing with many of the big brand names, but they had specific specialist brands that they required over the years and that was a deficiency that we think we will plug with this transaction. Sure, sure. That's all from my side. Thanks for taking the question. Thank you very much. The next question is from the line of Siyokal Karni from Reliance Securities. Please go ahead. Hello. Thanks for opportunity. So firstly, on like length, like any comment on deal pipeline and bookings? And secondly, like you have mentioned, the company's gross margin accretive on standalone basis. Is it accretive on EBIT basis too? Thank you. I think pipeline color we can give you more when we do our quarterly call in October. But the fact that they're seeing revenue momentum, the fact that we've seen good growth in the last 3 years should give you a sense that the demand for their services is fairly high. And question is, can we scale as fast? And hopefully, we'll be able to address that. On the gross margin accretive, I think Manish talked about the fact that if it wasn't for the AMR and the retention charge, we would not only be GM accretive, but potentially also EBIT accretive. Okay. Thank you. Thank you. Ladies and gentlemen, we'll take the last question from the line of Nitin from Investec. Please go ahead. Yes. Hi. Thanks for the follow-up. Nitin, we have spoken of design to engineering. And if you look at Blink today, how much of how do you think about it? Let's say $33,000,000 of revenue, How much of that would be downstream engineering related work that's possibly going to some third parties at this point in time? And how easy is it to convince the customer that bling would do end to end from hereon? And how quickly is that possible to achieve? So that's the first question. The second one was maybe not related to bling entirely, but over the last we have seen DXC fall off very sharply, right? And it will continue to sort of evolve. So in that context, do you think some of the margin benefits from there could flow and sort of cover up for some of the margin dilution on a bit that comes across with Blink? So those are the 2 questions. Thanks. Yes. I'll take the second one. It's a straightforward one. I think we gave you an EBIT guidance for FY 2022. We are not changing the guidance. We've given you we've called out a one time impact of the transaction. So I think the right way to think about it is that our guidance range still stands. We also told you that we will prioritize growth while holding margins and I think that stance doesn't change. So whatever is the internal mix of our portfolio revenue, we are basically making sure that we have enough and more left in the business to continue to invest and feed the growth. And I think that's really the core thesis of our strategy over the last many quarters and we've played to that quite consistently. On the first question about around how much of the 33 to 35 is implementation and engineering work, the answer is nil, because by design they chose to stay away from doing downstream engineering and implementation work. So we don't have to convince the customer or any other partner to actually hand over that work. However, the customer has been asking for Blink to take on a larger role with end to end competencies and that's where I think we'll be able to fit in their client base. I think the synergy value in our client base is pretty straightforward because we are actually adding a kind of an arrowhead to the front to back strategy, which is really the front of the front, so to speak. Actually, the first question essentially was if $33,000,000 is the rough revenue, then would the potential downstream revenue be 3x of that, which at this point is done by other service providers, which could accrue to us over a period of time? And how much is actually practically achievable in terms of me taking over that portion of that revenue was the question. Yes. So I think, Nitin, again, it depends on if you think about some of the projects in some of the customers, the downstream revenue could be 10x even more because those are very large long tail implementation programs. I mean examples of some of those projects that Karen gave should give you a sense that that wasn't a one time thing, but actually continues to build and develop. So I think the downstream implementation all the way from build, implement and run and manage is actually a very, very large component. And the thesis is based on the fact that we can append that. But keep in mind, we are actually the thing that actually is also very exciting besides the downstream implementation thesis is the fact that in our existing client base, and we have some marquee clients, 7 of them are over $50,000,000 4 of them are over $100,000,000 We actually can take this monthly model. Sure. That's helpful. Thanks, Hassan, and all the very best. Thank you. Thank you. We'll take the last question from the line of Sandeep Shah from Equis Securities. Please go ahead. Yes. Hi, thanks for the opportunity. Apologies. Last time my line got disconnected. Yes, Manish, if I look at 1% impact, roughly it could be $15,000,000 $16,000,000 And if I equally split, it could be $7,000,000 $8,000,000 for amortization and $78,000,000 for retention. So and ,000,000 for retention. So and in that scenario, all these things will come at 0.0 starting from this quarter as a whole or it may come on a progressive basis as a whole. And whether the calculations which I'm looking at is correct or there are some changes to it? There is a reason, Sandeep, that we didn't give quantification, and I'm sure that whatever we have given will help you form an opinion on what the quantum will be. But conceptually, the charge that will come will be evenly distributed over the 2 year period. But with growth, the percentages the impact of that as a percentage should keep coming down. I hope that helps. Yes. That's it. Thanks and all the best. Thank you. Thank you. I'll now hand the conference over to Mr. Nitin Wakesh for closing comments. Thank you, operator. I think again, I just want to thank all of you for joining this call on short notice. We are, as I mentioned, quite excited about the potential synergy and the ability for us to play in a fast growing, high quality segment of our business. And we look forward to updating you further in our next earnings call. Thank you. Thank you very much. On behalf of Mphasis, that concludes this conference. Thank you for joining us. You may now disconnect your lines. Thank