"PCBL Limited

Conference Call"

November 28, 2023

MANAGEMENT: DR. SANJIV GOENKA - CHAIRMAN - PCBL LIMITED

MR. KAUSHIK ROY - MANAGING DIRECTOR - PCBL

LIMITED

MR. RAJ GUPTA - CHIEF FINANCIAL OFFICER - PCBL

LIMITED

MR. SAKET SAH - HEAD, INVESTOR RELATIONS

MR. PANKAJ KEDIA - VICE PRESIDENT, INVESTOR

RELATIONS

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PCBL Limited

November 28, 2023

Moderator:

Ladies and gentlemen, good day, and welcome to the PCBL Limited conference call. Present on

the call would be Dr. Sanjiv Goenka, Chairman; Mr. Kaushik Roy, Managing Director; Mr. Raj

Gupta, CFO; Mr. Saket Sah, Head, Investor Relations; Mr. Pankaj Kedia, Vice President,

Investor Relations.

As a reminder, all participant lines will be in the listen-only mode, and there will be an

opportunity for you to ask questions after the presentation concludes. Should you need assistance

during the conference call, please signal an operator by pressing star then zero on your touchtone

phone. Please note that this conference is being recorded.

Please note that this conference is being recorded. I now hand the conference over to Dr. Sanjiv

Goenka, Chairman, PCBL Limited. Thank you, and over to you, sir.

Sanjiv Goenka:

Thank you, and good afternoon, and welcome, and thank you so much for joining us at short

notice. It's always a pleasure to meet all of you. And many of you have been very strong

supporters of the group and off late the PCBL and I thought it's only fair that I share with you

some important developments at PCBL.

The last time I had interacted with you all, I had shared with you the very strong growth track

that we have for PCBL and the Carbon Black business, the addition of specialty chemicals and

specialty blacks. So, that was a shift from Commodity Blacks to Specialty Blacks. Growth in

volume -- and the target remains over the next few years to get to 1 million tons.

The growth in volumes, change in product mix to shift to specialty Carbon Blacks and value-

added products for specialty use with higher margins and to shift platforms, and this is something

that I've been talking about for the last several months. We have to shift platforms from Carbon

Black. And it is with that in mind that I thought I must share with you a very exciting

development today.

We signed a share purchase agreement with a company called Aquapharm, which is based out

of Pune, which is largely involved in chemicals. In phosphonates, in oil and gas chemicals, in

polymers and gives us access to a different platform, where we can shift from the carbon

molecule to phosphorous molecule to the amino acid molecules. So, this is a very significant

step in our company's journey towards getting away from pure commodity carbon black to

specialty chemicals.

Aquapharm is a company which has revenues of INR 2,045 crores and this year, will have an projected EBITDA of INR 370 crores, slightly lower than last year's EBITDA. The gross margins are at about 31%. The EBITDA margins are 20%. The plants -- the principal plant is in America with two other plants in Saudi Arabia and India. Phosphonates are used in soaps, detergents, water treatment, desalination and the main customer base for Aquapharm is Procter

  • Gamble, Unilever, Henkel, Reckitt. It is a world leader. It's number two in the world and is in the area of specialty chemicals.

Phosphonates is 53% of the portfolio; oil and gas chemicals is 25% and polymers, rest. We are paying or we have agreed to pay a sum of INR3,800 crores, which is -- which amounts to 9.1x

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November 28, 2023

current EBITDA levels and 8.5x 'FY25 EBITDA levels. Between PCBL and Aquapharm, over

the next 30 months, the cash flows would be adequate to take care of this entire acquisition cost.

Let me also remind you that PCBL sits on a certain amount of INR 450 crores of liquid cash at

this point in time. And Aquapharm has no borrowings whatsoever, it's a debt free; and PCBL

has only working capital borrowings. The exciting thing about this is that it accelerates our

growth. It helps in future-proofing our portfolio within products which are sustainable, so, A;

sustainability; and B; decarbonization.

Green chelates is something that's very, very exciting, extremely exciting. It's biodegradable.

It's sustainable. It's green. So green chelates are biodegradable chelating agents, which improve

detergency. The global market for this product is 1,30,000 tons as it stands. Aquapharm today is

at 3,300 tons. The growth rates are interesting. The headroom for growth is enormous. And the

plan is to increase it to 20x over the next 5 years; 20x of the current production of 3,300 tons.

Water-soluble polymers is something that also offers a very exciting opportunity, 35%

contributions. The global market is 4 lakh tons. Aquapharm's capacity is currently 4,000 tons.

So again, significant headroom for growth. Global leaders who are customers, plants, which are

diversified with global supply chain and in Chemicals, which are high in value, high in

contribution, high on growth rates.

So, you have Commodity Blacks, which are stable; then you have Specialty Blacks, which are

very high in terms of contribution and high in terms of growth; and you have expansion there,

and now you have another platform, which is the phosphorous molecule and the amino acid

molecule platform.

And this calls for even stronger growth. So, it's a huge opportunity. It's both margins accretive

and earnings accretive. So, I think overall, this is a unique opportunity for us. We decided to

sign the share purchase agreement and I thought I must take you into confidence. So immediately

after the Board met and approved the transaction, I'm having this call with you. These are the

broad outlines of the transaction, which, as I said, to my mind, is extremely bullish for the

company, puts us in a different area, but with synergies, synergies on the supply chain, synergies

on manufacturing processes, operational synergies.

And we do believe, we can add value to Aquapharm from where it is. And so combined, to

repeat, it will be both margins and earnings accretive. So that in a nutshell is what I wanted to

share with you. I'm now opening to answering questions that you might have. I'm there. The

PCBL team is there, my Investor Relations team is there, and we will all together try and answer

as many questions as you might have. So over to you.

Moderator:

Thank you very much. Our first question is from the line of Rohan Gupta from Nuvama. Please

go ahead.

Rohan Gupta:

Congratulations on such a big move in the company. Sir, many questions, but I will restrict

myself to two to three. Sir, first is that we are in a specialty black business while we have been

continuously focusing more towards specialty chemicals, but this move that it's a completely

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November 28, 2023

unrelated chemical chemistry and product basket also catering to different set of industries. So what value addition PCBL can bring in here?

Also, in terms of the end user industries and the business profile, the company is quite - the product category is also quite different catering to detergents and other industry cleaner materials. So how do we see that the synergy will be achieved from our current business? And how do you see that the focus of the group is going to change over a period of next two to three years? That is one.

Sanjiv Goenka: Yes. Okay. Thank you, Rohan. Very simple. First, this product is - this company is number two in the world, in the areas in which it operates. So, it's a global leader. It has critical mass. It is supplying to P&G, Unilever, Henkel, Reckitt, so all global leaders in their own right. So, it has a very good management, has a very good team, which is functional, successful, operational, where we can bring immediate contribution is in the manufacturing process, which is very robust but we do believe we can improve it.

We do believe we can help in the procurement and the supply chain where we do believe there is some potential. But overall, it is our first step into getting into specialty chemicals. And as I said, future proofing the portfolio of PCBL. So, it should be commodity blacks we got into specialty blacks and now from getting out of - I mean, remaining in black, growing there but getting into chemicals.

Rohan Gupta:Sir, second is that you mentioned that the payment terms would be over the next 20 months of the entire sum of the money. If you can just shed more light on that, that how much you have plans to fund it through debt? And what is the payment terms? How it will be paid over a period of time?

Sanjiv Goenka: Well, initially, we will take debt. But let me just say that combined on a conservative basis over the next 30 months, we expect the two companies to have EBITDAs of INR4,000 crores-plus. The acquisition cost is INR3,800 crores. Both the companies are debt free. So, over the next 30 months, we anyway expect the debt to be completely paid.

But I do believe that we would actually be repaying before that. I am personally very debt averse. I have said that time and time again. I'm uncomfortable when we have debt. I frankly don't get sleep if we have debt. So, most of our companies, you will see our long-term debt free.

And that is the way PCBL has been, that is the way it will be. So, there is a short-term debt that we will have. But hopefully, well before 30 months, we should be debt free. And we have INR 450 crores liquid cash lying with us at this point in time.

Rohan Gupta:Sir, this INR3,800 crores, you said that will be paid over a period of 20 months? What will be the payment terms?

Sanjiv Goenka: No, no, no. INR3,800 crores - see, so we've signed the share purchase agreement. Now, over the next 3 months, we expect the transaction to get closed when we pay the INR3,800 crores and which will be funded by a borrowing at this point in time and the cash that we have, as it stands

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November 28, 2023

in PCBL. And over the next 30 months, we will repay the entire borrowing and maybe we will repay it even before.

Rohan Gupta:Sir, with a such a strong margins and as you mentioned that they're number two position in a global business, the reason for sale of this business would have been?

Sanjiv Goenka: Well, what we were told is that the current promoters, it was a joint venture between two families. The family had many branches. And as it sometimes happens in families, which become large, they want to cash out. So I can tell you that there were three people bidding, and we did not overbid. Our bid was the same as our bid as our next competitor's bid. But the Aquapharm ownership preferred to deal with us because they were more sure of our credibility and our reputation than our nearest competitor.

Rohan Gupta:Sir, just last bit then I'll come back in the queue...

Sanjiv Goenka: Both bids were exactly the same amount.

Rohan Gupta:Okay. Sir, just last bit, and I'll come back in queue. You mentioned statement, which I couldn't get that, the current capacity is roughly 3,300 tons and you have plans to increase it by 20x over the next 5 years? I couldn't get that?

Sanjiv Goenka: That is in green chelates, so not phosphonates. That is in green chelates. The green chelates is a future product, which is biodegradable, it's a biodegradable chelating agent which improves detergency. The global market for that, as it stands, is 1,30,000 tons. Aquapharm's capacity is 3,300 tons. We do believe that we have this. I'm saying we, let say, Aquapharm has the ability to expand this to 65,000 to 70,000 tons, the market would then grow much more. And with that growth and Aquapharm's credibility with the customers, we should be able to get that market share.

So that provides a huge growth. But when I'm talking of the cash flows for the next 30 months, that growth is not factored in. So we have been conservative in our forecast at this point in time. We are not factoring in growth from additional capacity expansion. We are factoring in contributions from things as they stand.

Rohan Gupta:Okay. Sir, just one small clarification on financial front, you mentioned that INR 370 crores is EBITDA on a INR 2,045 crores revenue. If you can just sort of give us what is the PBT and PAT number? And what is the cash profit from this Aquapharm, right now?

Sanjiv Goenka: So last year, I mean, March '23, the PAT was INR 280 crores. And this year, it's still underway.

Rohan Gupta:And sir, out of INR 280 crores - what would have been the, sir, cash profit? I mean what is the tax part paid? The reason I'm trying to understand that the INR3,800 crores debt at the average debt cost of at least 9.5% to 10% whether this will be EPS accretive for our numbers or not?

Sanjiv Goenka: Yes, it would be. I mean those workings we will share with you very, very clearly. And we will send that data across to you, and it will be. And this is a bad year for the industry. Next year

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November 28, 2023

should be a better year. So hopefully, cash flow should actually be higher than INR 370. In fact,

the forecast is for higher and FY'26 is even higher.

Moderator:

Our next question is from the line of Krishan Parwani from JM Financial. Please go ahead.

Krishan Parwani:

Firstly, congratulations on the acquisition. Just one question from my side. Since I think you

mentioned that the promoters want to cash out. So just wanted to understand who would be

running the show once we complete this acquisition in the next 2, 3 months, would the current

promoters render any know-hows for some time? Or would we be running the show from day

one?

Sanjiv Goenka:

Well, the current promoters would be involved for a couple of years, at least the operating

promoters. But it's not just one individual who runs the company, it's a whole team. So, the

whole team exists. And that team will be there. And - so I'm not at all concerned about the

change in ownership. I do believe that the change in ownership can actually help in terms of

some value addition in terms of manufacturing process, some value addition in terms of supply

chain.

And hopefully, RPSG might bring some other practices, which might improve. So, I think as a

group, the one thing we've done very well is we managed acquisitions very well. So, I think this

is something that is our core competence. It's something that we've done well over generation,

frankly. And certainly, we've done well with our last few acquisitions, including sports. So,

we're looking forward to it. And we do believe this provides an area of huge opportunity for

PCBL and its entire family of stakeholders and shareholders.

Krishan Parwani:

Thank you for patiently answering my questions, and all the best and congrats once again.

Moderator:

Our next question is from the line of Aditya Khetan from SMIFS Institutional. Please go ahead.

Aditya Khetan:

Thank you for the opportunity. Sir, as I mentioned in earlier participant that the reason for selling

that because the families are becoming much larger. Sir, but I believe this Aquapharm was

looking to sell the stake since April 2023. Sir, is there any other specific reason why this

Mangwani family, which is the promoter of Aquapharm, want to like divest at a time when the

global -- when the Indian chemical sector is diversifying in terms of like value chains and growth

opportunities. Any other reason which you can like highlight apart from these families and all...

Sanjiv Goenka:

They've been looking at selling. Of course, any transaction takes time and they ran a process.

So, you're right about your time on April, and it's taken 7, 8 months to come to a conclusion.

And we had three competitors, and they've had a very strong process. And the reason ascribed

to us was that they really want to cash out and it's quite normal. I think -- it's actually a huge

opportunity because the Indian chemical sector is poised for very big growth as indeed the global

chemical sector.

And you will have consolidation. We are seeing this across industry, across portfolios. And I

think we are fortunate that we have bagged this one. We do believe it's a phenomenal company

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and has huge growth potential. We do believe they've done a good job. It's not that they've not done a good job, but we do believe we can do better with this.

Aditya Khetan: Okay. Sir, somewhere what I've read in that this company is having a cumulative capacity of

70,000 tons. And sir, you're mentioning some 3,300 tons. So, this is tons...

Sanjiv Goenka: No, there are different products. So, phosphonates is where they have 70,000 tons. Green chelate is something which they've just started. It's very new - it's a very new product in the whole world. So, this is very green. And as I said, we are - and I've said this earlier, from commodity blacks to specialty blacks, from specialty blacks to chemicals and the next phase is going to be chemicals, which go into electric vehicles.

We are close to it, hopefully soon. So, it's a portfolio shift of PCBL. And you will see the profile of the company changing to value-added products more and more and getting away from commodities, getting more into green sustainable biodegradable kind of products. And this is what you will see more as PCBL progresses.

Aditya Khetan: Got it. Sir, just one more question, sir, like this Aquapharm farm is totally an unrelated acquisition. So, the current Board, you said that at least for the initial year, so the current Board will run the company. So, like, sir, how competitive would it be for the management and how we can like handle all the challenges related to this?

Because since this is a newer business, and we might not have that handle like - so handling like the water treatment and all these phosphonates. So, is this a good decision by the management? Like so for running initial years or like we should be like looking out for an expert from outsider who can run this company?

Sanjiv Goenka: So firstly, there's a very strong management. So, it's not only the promoters, but it's also team underneath the promoters who run the company, right? It's not one individual, but it's several people who are in the company. So, the promoters cash out, the management team, the operating team remains, one.

Two, there is enough talent available in the market who are specialists in this. So, you need technologists who are specialists, which we have, management skills are the same, whether you apply to product A or product B, the general management skill are the same. It doesn't take that long to learn and acquire knowledge about customers, global supply chains, manufacturing processes. Principally, they remain the same, and there is talent available.

Yes, we have identified some talent. And no, we are not concerned about the management at all where we are actually very excited, and we do believe that we will add value and the company will grow more than it has grown in the past.

Aditya Khetan: Got it. Sir, in FY '23, we have seen a dip in EBITDA of Aquapharm, like from around INR 420 crores, the EBITDA has dipped to around INR380 crores, as you had mentioned in your earlier remarks. Sir, this dip is largely because of like because this company is into exports market into

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Europe and like Saudi. So wherein the markets are weak, that is one reason, which could be attributed for this decline?

Sanjiv Goenka: I think -- I mean, since I was not specifically -- or RPSG was not specifically running the company, so we cannot precisely tell you why the dip has happened, but yes, the dip happened. But we do believe the dip or that aberration pertains to two quarters only. And from quarter four of this year, which is January-March quarter, the performance will get back to where it was and more. So that is our belief and expectation and I think I'm told that we are already seeing the October month being better and November-December should be even better.

Aditya Khetan: Got it, sir. Sir, just one last question, sir. If you can highlight more on to the like on the capex side, what Aquapharm would be doing? How much is the revenue potential on top of like INR2,200 crores? And what sort of numbers are like growth or something, sir, which you can like highlight to us for the next two, three years, as we are having no idea on how much capex, how much numbers would the company can do over the next two to three years?

Sanjiv Goenka: Well, very simply put, chemicals don't invest high capex, okay, that's very, very clear. There are production facilities or manufacturing facilities, which can be scaled up. But the big expansions will come in green chelates, which is a very high contribution item. Again, biodegradable, sustainable and water-soluble polymers, which has 35% contribution.

Now we are like a few minutes into the company. So, we'll need a little bit of time to specifically go through the plans. We have seen the plans that exist as is, but we do believe there might be some changes, and we may be more aggressive with the growth plans. So give us a few weeks, let us conclude the transaction. And we will come back to you with very specific plans.

I mean we have some thoughts, but we would on growth, which are, as I said, aggressive. And

  • but just give us a few weeks. I mean it's literally been like less than an hour since we signed the share purchase agreement, and we haven't taken control of the company yet. So it's a little early, but yes, it's exciting, it's strong growth, and it's -- these products are not high on capex at all.

Aditya Khetan:

Got it, sir. No worries. Sir, just one last question, sir, if you can highlight the H1 revenue

EBITDA impact, half yearly, sir, H1?

Sanjiv Goenka:

Raj, you're on the call, would you like to share this number?

Raj Gupta:

Sir, there was some voice disturbance, so...

Sanjiv Goenka:

So, Raj, what the question was, what was Aquapharm's half one financial numbers? Would you

just like to share that with all the people on this call, please?

Raj Gupta:

Yes, the first half was around INR1,000 odd crores revenue number.

Sanjiv Goenka:

And bottom line?

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November 28, 2023

Aditya Khetan:

And sir, EBITDA?

Raj Gupta:

Bottom line would be roughly around INR160 crores/ INR170 crores.

Aditya Khetan:

EBITDA, sir?

Raj Gupta:

EBITDA would be roughly around -- so this INR160 crores I'm talking about is PBT number.

And EBITDA would be around INR190 odd crores, roughly.

Aditya Khetan:

Okay, sir. Thank you, sir. Thank you.

Moderator:

Thank you. Our next question is from the line of Sanjeev Mohta from B&K. Please go ahead.

Sanjeev Mohta:

Congratulations on the acquisition.

Sanjiv Goenka:

Thank you.

Sanjeev Mohta:

Yes. So just a couple of things. One, who are you competing with in this acquisition, regard

whether the large players or...

Sanjiv Goenka:

One was very large. I don't know whether we're at liberty to talk about who were other

competitors.

Sanjeev Mohta:

Sure. Yes, that's fine. I'm just trying to understand the type of players. Yes.

Sanjiv Goenka:

One was very large. And one was a company which has done a couple of chemical acquisitions.

They have a strong chemical portfolio. I don't know whether they'll be a target to take over at

some stage.

Sanjeev Mohta:

Right. And like what was the reason we won the deal?

Sanjiv Goenka:

I think at one stage, it looked that we were out of the transaction and then it came back on the

table. We were very clear that we are not going above this value, and we had strong conditions

and conditions precedent to closure. And the price was -- I'm told exactly the same.

Sanjeev Mohta:

Right.

Sanjiv Goenka:

There is no difference in the price. But I think maybe there were doubts on the other parties

ability to conclude. I don't know, not for me to comment.

Sanjeev Mohta:

Right.

Sanjiv Goenka:

But when the deal came back on the table, we're working on the transaction because we are

convinced about the prospects of this company. And as we are about something else that we are

pursuing in the electrical vehicle space but hopefully soon, hopefully soon.

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November 28, 2023

Sanjeev Mohta: Right? So yes, that was actually -- you led to my next question, which was -- you're talking -- you are alluding to another potential acquisition. So if I look at the capital structure of the company, of course, this is a debt-free company. So that helps in terms of debt taking capacity. So like how are you looking at it post, let's say, what you would want PCBL to be, let's say, once all the acquisitions are done?

Sanjiv Goenka: I don't know about all, but I can tell you about the immediate thing as I said, PCBL's commodity blacks is one part, specialty blacks is the second part, where, we're going to grow between these two, to about one million tons, which is the current portfolio and which is very strong, very strong in growth, very strong on margins now with specialty.

The second is specialty chemicals, and the third is chemicals, which go into electrical vehicles. So those will be the three pillars for the moment. All three which are very high on growth, higher margins and two and half out of them are certainly very high or very futuristic in terms of being green, being sustainable, being leading towards decarbonization and biodegradable.

Sanjeev Mohta: Right. But in terms of capital structure, would you want -- would you then have to raise some equity you think or from a capitalization, how are we placed do you think?

Sanjiv Goenka: Sanjeev you see those are calls which we haven't yet taken and we will refer to advisers very soon. But for the moment, we will take debt and we will see. Equity is always an option that's available. And it is something that we could well do, but those are calls we haven't taken finally yet. All I'm saying is if there is equity, of course, the debt becomes that much less, etcetera, etcetera. There is no equity over the next 30 months, the combined entity's cash flows can take care of the entire debt. That's the limited point I was trying to make.

Sanjeev Mohta: No, so I understand from this acquisition, but if you're talking about one more, I'm just trying to understand how are you looking at that?

Sanjiv Goenka: Well, that's something which we will acquire. I can't say much at this stage, but hopefully very soon, hopefully, very, very soon we should be back to you. with something that's extremely, extremely exciting. And that is in the electric vehicle space that I can tell you. And as we speak, our team is negotiating the final terms of the agreement. So the principles, I think, are broadly agreed. But specific clauses, the lawyers are discussing at this point in time. I don't know how long that will take, but it shouldn't be too long.

Sanjeev Mohta: Sure, Sanjiv. Thanks. All the best for that acquisition as well. And I think we are very, very exciting company, I guess.

Sanjiv Goenka: Thank you. Yes, somebody told me it's going to become the flagship of the group, and I said I hope I have more than one flagship so-called flagships. PCBL is certainly going to be one of the strongest growth entities for the group. I mean all companies in the group are growing and growing very fast. But PCBL is certainly growing faster. And it's quite exciting.

Sanjeev Mohta:

Okay. Thanks a lot.

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PCBL Ltd. published this content on 02 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 December 2023 10:23:32 UTC.