Share-based payments | 23. Share-based payments The Company has two share-based incentive plans: the 2006 Incentive Award Plan adopted on June 1, 2006, as amended and restated in February 2009, September 2011 and September 2013 (which has expired) the “2006 Incentive Award Plan”, and the 2016 Incentive Award Plan effective from September 27, 2016, as amended and restated in September 2018 (the “2016 Incentive Award Plan”) (collectively referred to as the “Plans”). All the Plans are equity settled. Under the Plans, share-based options and RSUs may be granted to eligible participants. Options are generally granted for a term of ten years. Options and RSUs have a graded requisite service Share-based compensation expense during the three months ended June 30, 2024 and 2023 is as follows: Three months ended June 30, 2024 2023 Share-based compensation expense recorded in: Cost of revenue $ 2,169 $ 4,153 Selling and marketing expenses 1,521 3,127 General and administrative expenses 7,465 8,936 Total share-based compensation expense $ 11,155 $ 16,216 Income tax benefit (including excess tax benefit) related to share-based compensation expense 2,379 3,630 During the three months ended June 30, 2024, the Company modified the terms of certain unvested RSUs to vest immediately, which would have lapsed on account of non-achievement of market and non-market conditions. The Company identified it as Type III modification and the incremental compensation cost amounted to $1,899 recognized immediately in the consolidated statement of income. Upon exercise of RSUs, the Company issued 130,573 and 97,472 ordinary shares during the three months ended June 30, 2024 and 2023, respectively. Restricted share units The 2006 Incentive Award Plan and the 2016 Incentive Award Plan also allow for the grant of RSUs. Each RSU represents the right to receive one ordinary share and vests over a period of up to three years. (i) Movements in the number of RSUs dependent on non-market Shares Weighted Aggregate Outstanding as at March 31, 2023 1,032,718 $ 63.38 $ 96,218 Granted 405,709 80.50 Exercised (306,701 ) 61.30 Forfeited (34,739 ) 81.56 Outstanding as at March 31, 2024 1,096,987 $ 69.73 $ 55,436 Granted 210,580 47.64 Exercised (56,988 ) 68.84 Forfeited (27,671 ) 82.21 Outstanding as at June 30, 2024 1,222,908 65.68 64,203 RSUs exercisable 611,981 $ 61.75 $ 32,129 RSUs expected to vest 555,031 $ 65.68 $ 29,139 The fair value of RSUs is generally the market price of the Company’s shares on the date of grant. As at June 30, 2024, there was $17,941 of unrecognized compensation cost related to unvested RSUs. This amount is expected to be recognized over a weighted average period of 2.7 years. To the extent the actual forfeiture rate is different than what the Company has anticipated, share-based compensation expense related to these RSUs will be different from the Company’s expectations. The weighted average grant date fair value of RSUs granted during the three months ended June 30, 2024 and year ended March 31, 2024 was $47.64 per ordinary share and $80.50 per ADS, respectively. The aggregate intrinsic value of RSUs exercised during the three months ended June 30, 2024 and year ended March 31, 2024 was $2,884 and $20,204, respectively. The total grant date fair value of RSUs vested during the three months ended June 30, 2024 and year ended March 31, 2024 was $6,693 and $25,170, respectively. The weighted average share price of RSUs exercised during the three months ended June 30, 2024 and year ended March 31, 2024 was $50.17 and $65.88, respectively. (ii) The 2006 Incentive Award Plan and the 2016 Incentive Award Plan also allow for the grant of RSUs based on the market price of the Company’s shares achieving a specified target over a period of time. The fair value of market-based share awards is determined using Monte-Carlo simulation. Movements in the number of RSUs dependent on market performance condition outstanding under the 2006 Incentive Award Plan and the 2016 Incentive Award Plan and their related weighted average fair values are as follows: Shares Weighted Aggregate Outstanding as at March 31, 2023 $ 58,639 $ 14.30 $ 5,463 Granted — — — Exercised (58,639 ) $ 14.30 $ — Forfeited — — — Outstanding as at March 31, 2024 — — — Granted — — — Exercised — — — Forfeited — — — Outstanding as at June 30, 2024 — — — RSUs exercisable — — — RSUs expected to vest — — — The aggregate intrinsic value of RSUs exercised during the three months ended June 30, 2024 and year ended March 31, 2024 was $NIL and $3,755, respectively. The weighted average share price of RSU exercised during the three months ended June 30, 2024 and year ended March 31, 2024 was $NIL and $64.04, respectively. (iii) RSUs related to total shareholder’s return (“TSR”) Movements in the number of RSUs linked to the TSR condition outstanding under the 2016 Incentive Award Plan and their related weighted average fair values are as follows: Shares Weighted Aggregate Outstanding as at March 31, 2023 790,508 $ 56.32 $ 73,652 Granted 117,747 87.03 Exercised (113,631 ) 45.82 Forfeited (16,906 ) 65.25 Outstanding as at March 31, 2024 777,718 $ 62.15 $ 39,307 Granted 153,207 41.31 Exercised (6,883 ) 33.54 Forfeited (10,129 ) 85.08 Lapsed (65,450 ) 78.80 Outstanding as at June 30, 2024 848,463 $ 57.04 $ 44,544 RSUs exercisable 496,269 $ 51.39 $ 26,054 RSUs expected to vest 328,835 $ 57.04 $ 17,264 During the three months ended June 30, 2024, the Company issued 153,207 RSUs (March 31, 2024: 117,747 RSUs) to certain employees. The conditions for the vesting of these RSUs are linked to the TSR of the Company in addition to the condition of continued employment with the Company through the applicable requisite service The performance of these RSUs shall be assessed based on the TSR of the custom peer group (based on percentile rank) and the industry index (based on outperformance rank). The RSUs granted with the TSR condition shall vest on the third anniversary of the grant date, subject to the participant’s continued employment with the Company through the applicable vesting date and achievement of the specified conditions of stock performance and TSR parameters. The fair value of these RSUs is determined using Monte-Carlo simulation. The weighted average grant date fair value of RSUs granted during the three months ended June 30, 2024 and year ended March 31, 2024 was $41.31 per ordinary share and $87.03 per ADS, respectively. The share compensation expense charged during the three months ended June 30, 2024 was $991 (March 31, 2024: $5,196). As at June 30, 2024, there was $7,249 of unrecognized compensation cost related to these RSUs. This amount is expected to be recognized over a weighted average period of 2.2 years. The total grant date fair value of these RSUs vested during the three months ended June 30, 2024 and year ended March 31, 2024 was $5,352 and $9,352, respectively. The aggregate intrinsic value of RSUs exercised during the three months ended June 30, 2024 and year ended March 31, 2024 was $356 and $7,812, respectively. The weighted average share price of RSU exercised during the three months ended June 30, 2024 and year ended March 31, 2024 was $51.68 and $68.75, respectively. Performance share units The 2006 Incentive Award Plan and 2016 Incentive Award Plan also allow for grant of performance share units (“PSUs”). Each PSU represents the right to receive one ordinary share based on the Company’s performance against specified non-market Movements in the number of PSUs outstanding under the 2006 Incentive Award Plan and the 2016 Incentive Award Plan and their related weighted average fair values are as follow: Shares Weighted Aggregate Outstanding as at March 31, 2023 837,091 $ 55.30 $ 77,992 Granted 205,968 84.83 Exercised (138,901 ) 45.89 Forfeited (19,386 ) 79.05 Outstanding as at March 31, 2024 884,772 $ 62.49 $ 44,672 Granted 12,396 43.02 Exercised (65,513 ) 59.29 Forfeited (11,177 ) 81.58 Outstanding as at June 30, 2024 820,478 62.62 43,075 RSUs exercisable 590,620 $ 54.38 $ 31,008 RSUs expected to vest 202,112 $ 62.62 $ 10,611 The fair value of PSUs is generally the market price of the Company’s shares on the date of grant, and assumes that performance targets will be achieved. As at June 30, 2024, there was $17,032 of unrecognized compensation costs related to unvested PSUs, net of forfeitures. This amount is expected to be recognized over a weighted average period of 2.4 years. Over the performance period, the number of shares that will be issued will be adjusted upward or downward based upon the probability of achievement of the performance targets. The ultimate number of shares issued and the related compensation cost recognized as expense will be based on a comparison of the final performance metrics to the specified targets. The weighted average grant date fair value of PSUs granted during the three months ended June 30, 2024 and year ended March 31, 2024 was $43.02 per ordinary share and $84.83 per ADS, respectively. The aggregate intrinsic value of PSUs exercised during the three months ended June 30, 2024 and year ended March 31, 2024 was $3,287 and $9,319, respectively. The total grant date fair value of PSUs vested during the three months ended June 30, 2024 and year ended March 31, 2024 was $2,652 and $11,186 respectively. The weighted average share price of PSU exercised during the three months ended June 30, 2024 and year ended March 31, 2024 was $50.17 and $67.09, respectively. Total cash received as a result of RSUs exercised during the year $Nil . BBBEE program in South Africa The Company’s South African subsidiary has issued share appreciation rights to certain employees to be settled with the Company’s shares. As part of the settlement, the Company granted 3,178 and 2,495 RSUs during the year ended March 31, 2024, 1,135 RSUs during the year ended March 31, 2022 and 11,400 and 1,850 RSUs during the year ended March 31, 2021, which shall vest on instant basis, nine months anniversary, the second anniversary, nine months and third anniversary, respectively, from the grant date. During the years ended March 31, 2020, 2019 and 2018, the Company granted 3,365, 14,250 and 32,050 RSUs, which shall vest on the fourth, third and fourth anniversaries, respectively, from the grant date, subject to such grantee’s continued employment with the Company through the applicable vesting date. The grant date fair value was estimated using a binomial lattice model. The total stock compensation expense in relation to these RSUs was $3,483 to be amortized over the requisite service RSUs to drive higher growth In the prior periods, the Company granted 705,090 RSUs to drive higher growth, based on performance and market conditions along with service conditions. The RSUs under this grant will vest upon the Company achieving the market capitalization target along with net revenue targets (together referred as the “vesting conditions”). The requisite service from the grant date dependent on achievement of respective vesting conditions at each evaluation period. The vesting of RSUs will happen only on achievement of both the vesting non-achievement The fair value of these RSUs is determined using the Monte-Carlo simulation. The grant date fair value of RSUs granted was $ 28.00 During the year ended March 31, 2023, the Company modified the terms of the original grant to increase the requisite service period. The revised requisite service period ranges from from the grant date dependent on achievement of respective vesting conditions at each evaluation period. The incremental fair value of these RSUs was $ 1.60 determined using the Monte-Carlo simulation as at the date of modification. The Company has not recognized any charge for the three months ended June 30, 2024 and 2023 considering the net revenue target is not expected to be met, based on the current projections. As at June 30, 2024, there was $18,056 of unrecognized compensation cost related to these RSUs. |